UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC  20549

 

FORM 10-Q

 

(Mark One)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2017

OR

For the quarterly period ended June 30, 2019
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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)

 

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

1834 West Oregon Avenue

Philadelphia, Pennsylvania

 

19145

Philadelphia, Pennsylvania

Zip Code

(Address of Principal Executive Offices)  

(215) 755-1500

(Registrant’s Telephone Number, Including Area Code)

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

 

(215) 755-1500Title of each Class Trading
Symbol(s)
Name of each exchange on which
registered
(Registrant’s Telephone Number, Including Area Code)Common Stock PBIPNasdaq Stock Market

 

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

 

Indicate by check mark whether the registrant has submitted electronically 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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ora smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “smaller reporting“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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practical date: as of JanuaryJuly 31, 2018,2019, 10,819,006 shares were issued and 8,981,3168,888,847 were outstanding.

 

 

 

 

 

 

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

 

TABLE OF CONTENTS

 

 PAGEPage
PART IFINANCIAL INFORMATION: 
   
Item 1.Consolidated Financial Statements12
   
 Unaudited Consolidated Statements of Financial Condition December 31, 2017June 30, 2019 and September 30, 201720182
   
 Unaudited Consolidated Statements of Operations for the Three Monthsand Nine months Ended December 31, 2017June 30, 2019 and 201620183
   
 Unaudited Consolidated Statements of Comprehensive Income (Loss) for for the Three Monthsand Nine months Ended December 31, 2017June 30, 2019 and 201620184
   
 Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Three Monthsand Nine months Ended December 31, 2017June 30, 2019 and 201620185
   
 Unaudited Consolidated Statements of Cash Flows for the Three MonthsNine months Ended December 31, 2017June 30, 2019 and 2016201867
   
 Notes to Unaudited Consolidated Financial Statements79
   
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations3943
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk5256
   
Item 4.Controls and Procedures5256
   
PART IIOTHER INFORMATION 
   
Item 1.Legal Proceedings5357
   
Item 1A.Risk Factors5358
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds5458
   
Item 3.Defaults Upon Senior Securities5458
   
Item 4.Mine Safety Disclosures5458
   
Item 5.Other Information5458
   
Item 6.Exhibits5559
   
SIGNATURES5560

 

1

 

 

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

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

 

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

 December 31, September 30,  June 30, September 30, 
 2017 2017  2019  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  $2,080  $2,457 
Interest-bearing deposits  14,182   25,629   35,997   45,714 
                
Total cash and cash equivalents  16,659   27,903   38,077   48,171 
                
Certificates of deposit  1,604   1,604   2,351   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— June 30, 2019, $432,852; September 30, 2018, $316,719)  438,179   306,187 
Investment and mortgage-backed securities held to maturity (fair value— June 30, 2019, $57,371; September 30, 2018, $55,927)  57,085   59,852 
Equity securities (amortized cost June 30, 2019, $31)  69   - 
Loans receivable—net of allowance for loan losses (June 30, 2019, $5,330; September 30, 2018, $5,167)  586,507   602,932 
Accrued interest receivable  3,452   2,825   3,893   3,825 
Real estate owned  363   192   423   1,026 
Federal Home Loan Bank stock—at cost  6,859   6,002 
Restricted bank stock—at cost  13,356   7,585 
Office properties and equipment—net  7,711   7,804   7,239   7,439 
Bank owned life insurance  28,212   28,048   31,669   28,691 
Deferred tax assets-net  2,836   4,091   3,165   4,655 
Goodwill  6,102   6,102   6,102   6,102 
Core deposit intangible  672   709   478   571 
Prepaid expenses and other assets  1,346   3,231   2,751   2,530 
TOTAL ASSETS $933,750  $899,540  $1,191,344  $1,081,170 
                
LIABILITIES AND STOCKHOLDERS' EQUITY                
                
LIABILITIES:                
Deposits:                
Noninterest-bearing $11,578  $9,375  $15,614  $13,677 
Interest-bearing  640,454   626,607   713,927   770,581 
Total deposits  652,032   635,982   729,541   784,258 
Advances from Federal Home Loan Bank (short-term)  30,000   20,000   36,500   10,000 
Advances from Federal Home Loan Bank (long-term)  106,916   94,318   264,766   144,683 
Accrued interest payable  641   1,933   3,404   3,232 
Advances from borrowers for taxes and insurance  3,498   2,207   3,533   2,083 
Interest rate swap contracts  8,806   - 
Accounts payable and accrued expenses  7,249   8,921   10,046   8,505 
                
Total liabilities  800,336   763,361   1,056,596   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 8,888,847 outstanding at June 30, 2019; 10,819,006 issued and 8,987,356 outstanding at September 30, 2018  108   108 
Additional paid-in capital  119,039   118,751   118,086   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: 1,930,159 shares at June 30, 2019 and 1,831,650 shares at September 30, 2018  (29,708)  (27,744)
Retained earnings  43,328   44,787   47,484   45,854 
Accumulated other comprehensive loss  (1,765)  (760)  (1,222)  (8,154)
                
Total stockholders' equity  133,414   136,179   134,748   128,409 
                
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $933,750  $899,540  $1,191,344  $1,081,170 

 

See notes to unaudited consolidated financial statements.

 

2

 

 

PRUDENTIAL bancorp, inc. and subsidiarIES

PRUDENTIAL bancorp, inc. and subsidiarIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 Three Months Ended
December 31,
  Three Months Ended
June 30,
 Nine Months Ended
June 30,
 
 2017 2016  2019 2018 2019 2018 
 (Dollars in Thousands, Except Per Share Data)  (Dollars in Thousands, Except Per Share Data) 
INTEREST INCOME:                        
Interest on loans $6,107  $3,325  $6,752  $6,485  $19,936  $18,853 
Interest on mortgage-backed securities  842   571   2,536   1,060   6,844   2,753 
Interest and dividends on investments  949   606   1,792   1,189   5,040   3,198 
Interest on interest-bearing assets  138   3   193   197   589   518 
                        
Total interest income  8,036   4,505   11,273   8,931   32,409   25,322 
                        
INTEREST EXPENSE:                        
Interest on deposits  1,412   691   3,356   1,932   9,936   4,915 
Interest on advances from Federal Home Loan Bank (short-term)  82   73 
Interest on advances from Federal Home Loan Bank (long-term)  406   93 
Interest on advances from Federal Home Loan Bank(short-term)  184   43   373   184 
Interest on advances from Federal Home Loan Bank(long-term)  1,518   734   3,546   1,637 
                        
Total interest expense  1,900   857   5,058   2,709   13,855   6,736 
                        
NET INTEREST INCOME  6,136   3,648   6,215   6,222   18,554   18,586 
                        
PROVISION FOR LOAN LOSSES  210   185   -   325   -   685 
                        
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES  5,926   3,463   6,215   5,897   18,554   17,901 
                        
NON-INTEREST INCOME:                        
Fees and other service charges  167   124   157   177   491   505 
Gain on sale of loans, net  -   44   2   -   2   - 
Gain (loss) on the sale of investments and mortgage-backed securities  511   (376)  628   (376)
Swap income  125   925   125   1,087 
Holding gain (losses) on equity securities  (2)  -   32   - 
Income from bank owned life insurance  164   166   170   160   473   480 
Other  84   24   224   99   358   271 
                        
Total non-interest income  415   358   1,187   985   2,109   1,967 
                        
NON-INTEREST EXPENSE:                        
Salaries and employee benefits  1,974   1,569   2,175   2,042   6,558   6,053 
Data processing  176   112   201   180   585   545 
Professional services  792   319   385   431   1,160   1,625 
Office occupancy  271   170   226   266   739   845 
Depreciation  156   82   159   157   469   469 
Director compensation  59   68   65   56   195   176 
Deposit insurance premium  254   90   557   231 
Advertising  60   37   68   61   221   173 
Core deposit amortization  37   -   30   34   93   105 
Other  518   363   627   453   1,751   1,460 
Total non-interest expense  4,043   2,720   4,190   3,770   12,328   11,682 
                        
INCOME BEFORE INCOME TAXES  2,298   1,101   3,212   3,112   8,335   8,186 
                        
INCOME TAXES:                        
Current expense  648   470   513   1,096   1,748   2,366 
Deferred tax (benefit)  1,616   (100)
Deferred expense (benefit)  69   (420)  (357)  1,193 
                        
Total income tax expense  2,264   370   582   676   1,391   3,559 
                        
NET INCOME $34  $731  $2,630  $2,436  $6,944  $4,627 
                        
BASIC EARNINGS PER SHARE $0.004  $0.100  $0.30  $0.28  $0.79  $0.52 
                        
DILUTED EARNINGS PER SHARE $0.004  $0.100  $0.29  $0.26  $0.78  $0.50 
                        
DIVIDENDS PER SHARE $0.20  $0.03  $0.50  $0.05  $0.60  $0.30 

 

See notes to unaudited consolidated financial statements.

 

3

 

 

PRUDENTIAL bancorp, inc. and subsidiarIES

PRUDENTIAL bancorp, inc. and subsidiarIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE 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 June 30,  Nine months ended June 30, 
  2019  2018  2019  2018 
  (Dollars in Thousands) 
Net income $2,630  $2,436  $6,944  $4,627 
                 
Unrealized holding gains (losses) on available-for-sale securities  8,577   (1,996)  16,522   (6,699)
Tax effect  (1,801)  275   (3,469)  1,407 
Unrealized holding gains (losses) on interest rate swaps  (3,885)  (47)  (7,089)  187 
Tax effect  816   16   1,489   (39)
Reclassification adjustment for net gains recorded in net income  (511)  (498)  (628)  (498)
Tax effect  107   105   132   105 
                 
Total other comprehensive income (loss)  3,303   (2,145)  6,957   (5,537)
                 
Comprehensive income (loss) $5,933  $291  $13,901  $(910)

 

See notes to unaudited consolidated financial statements.

 

4

 

 

PRUDENTIAL bancorp, inc. and subsidiarIES

PRUDENTIAL bancorp, inc. and subsidiarIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

              Accumulated    
     Additional        Other  Total 
  Common  Paid-In  Treasury  Retained  Comprehensive  Stockholders' 
  Stock  Capital  Stock  Earnings  Income (Loss)  Equity 
  (Dollars in Thousands, Except Per Share Data) 
BALANCE, April 1, 2019 $108  $117,976  $(28,968) $49,300  $(4,525) $133,891 
                         
Net income              2,630       2,630 
                         
Other comprehensive income                  3,303   3,303 
                         
Dividends paid ($0.50 per share)              (4,446)      (4,446)
                         
Purchase of treasury stock (53,300 shares)          (912)          (912)
                         
Treasury stock used for employee benefit plans (10,747 shares)      (193)  172           (21)
                         
Stock option expense      146               146 
                         
Restricted share award expense      157               157 
                         
BALANCE, June 30, 2019 $108  $118,086  $(29,708) $47,484  $(1,222) $134,748 

 

                 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, April 1, 2018 $108  $118,549  $(27,177) $45,035  $(4,455) $132,060 
                         
Net income              2,436       2,436 
                         
Other comprehensive loss                  (2,145)  (2,145)
                         
Dividends paid ($0.05 per share)              (448)      (448)
                         
Purchase of treasury stock (61,671 shares)          (1,118)          (1,118)
                         
Treasury stock used for employee benefit plans (72,362 shares)      (716)  1,140           424 
                         
Stock option expense      150               150 
                         
Restricted share award expense      158               158 
                         
BALANCE, June 30, 2018 $108  $118,141  $(27,155) $47,023  $(6,600) $131,517 

 

See notes to unaudited consolidated financial statements.

 

5

 

 

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

              Accumulated    
     Additional        Other  Total 
  Common  Paid-In  Treasury  Retained  Comprehensive  Stockholders' 
  Stock  Capital  Stock  Earnings  Income (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              6,944       6,944 
                         
Other comprehensive income                  6,957   6,957 
                         
Dividends paid ($0.60 per share)              (5,339)      (5,339)
                         
Purchase of treasury stock (159,665 shares)          (3,160)          (3,160)
                         
Treasury stock used for employee benefit plans (61,156 shares)      (1,146)  1,196           50 
                         
Stock option expense      423               423 
                         
Restricted share award expense      464               464 
                         
Reclassification for adoption of ASU 2016-01              25   (25)  - 
                         
BALANCE, June 30, 2019 $108  $118,086  $(29,708) $47,484  $(1,222) $134,748 

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

  Three Months Ended  December 31, 
  2017  2016 
  (Dollars in Thousands) 
OPERATING ACTIVITIES:        
Net income $34  $731 
Adjustments to reconcile net income to net cash used in operating activities:        
Depreciation  156   82 
Net (accretion) amortization of premiums/discounts  53   (9)
Provision for loan losses  210   185 
Net amortization of deferred loan fees and costs  3   46 
Share-based compensation expense for stock options and awards  288   264 
Income from bank owned life insurance  (164)  (166)
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)
Changes in assets and liabilities which used cash:        
Accrued interest receivable  (627)  (147)
Prepaid escrow for the Polonia Merger  -   (18,949)
Accrued interest payable  (1,292)  (1,226)
Net other  24   (1,489)
Net cash provided by (used in)  operating activities  301   (18,205)
INVESTING ACTIVITIES:        
Purchase of investment and mortgage-backed securities available for sale  (40,641)  - 
Purchase of investment securities held for maturity  (2,458)  (5,061)
Loans originated or acquired  (28,346)  (27,848)
Principal collected on loans  19,475   20,637 
Principal payments received on investment and mortgage-backed securities:        
Held-to-maturity  345   295 
Available-for-sale  3,332   2,607 
Purchase of FHLB stock  (857)  (507)
Purchase of BOLI  -   (10,000)
Purchases of equipment  (63)  (6)
Net cash used in investing activities  (49,213)  (19,883)
FINANCING ACTIVITIES:        
Net decrease in demand deposits, NOW accounts, and savings accounts  (5,691)  (1,105)
Net increase in certificates of deposit  21,741   20,119 
Net proceeds from FHLB advances (short-term)  10,000   29,012 
Proceeds from FHLB advances (long-term)  26,000   - 
Repayment of FHLB advances (long-term)  (13,287)  (14,850)
Increase in advances from borrowers for taxes and insurance  1,290   765 
Cash dividends paid  (1,796)  (225)
Treasury stock used for employee benefit plans  309   - 
Purchase of treasury stock  (898)  - 
Net cash provided by financing activities  37,668   33,716 
         
NET DECREASE IN CASH AND CASH EQUIVALENTS  (11,244)  (4,372)
         
CASH AND CASH EQUIVALENTS—Beginning of period  27,903   12,440 
         
CASH AND CASH EQUIVALENTS—End of period $16,659  $8,068 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        
Interest paid on deposits and advances from Federal        
Home Loan Bank $3,192  $2,083 
         
Income taxes paid $-  $650 
         
SUPPLEMENTAL DISCLOSURE OF NONCASH ITEMS:        
Real estate acquired in settlement of loans $171  $- 
              Accumulated    
     Additional        Other  Total 
  Common  Paid-In  Treasury  Retained  Comprehensive  Stockholders' 
  Stock  Capital  Stock  Earnings  Income (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              4,627       4,627 
                         
Other comprehensive loss                  (5,537)  (5,537)
                         
Dividends paid ($0.30 per share)              (2,694)      (2,694)
                         
Purchase of treasury stock (161,101 shares)          (2,922)          (2,922)
                         
Treasury stock used for employee benefit plans (161,812 shares)      (1,407)  2,474           1,067 
                         
Stock option expense      389               389 
                         
Restricted share expense      408               408 
                         
Reclassification due to change in federal income tax rate              303   (303)  - 
                         
BALANCE, June 30, 2018 $108  $118,141  $(27,155) $47,023  $(6,600) $131,517 

 

See notes to unaudited consolidated financial statements.

 

6

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES
 
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

  Nine Months Ended June 30, 
  2019  2018 
  (Dollars in Thousands) 
OPERATING ACTIVITIES:        
Net income $6,944  $4,627 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation  469   469 
Net (accretion) amortization of premiums/discounts  (1,387)  517 
Provision for loan losses  -   685 
Net amortization of deferred loan fees and costs  (111)  (43)
Share-based compensation expense for stock options and share awards  887   797 
Income from bank owned life insurance  (473)  (480)
Gain on retirement of cash flow hedges  -   (808)
Loss (gain) on sale of other real estate owned  46   - 
Gain (loss) on sale of investment and mortgage-backed securities available for sale  (628)  376 
Holding gains on equity securities  (31)  - 
Deferred income tax expense (benefit)  (357)  1,193 
Changes in assets and liabilities which used cash:        
Accrued interest receivable  (68)  (845)
Accrued interest payable  172   246 
Other, net  (127)  590 
Net cash provided by operating activities  5,336   7,324 
INVESTING ACTIVITIES:        
Purchase of investment and mortgage-backed securities available for sale  (196,059)  (113,535)
Purchase of investment and mortgage-backed securities held to maturity  -   (2,458)
Loans originated  (79,076)  (93,038)
Principal collected on loans  96,015   61,569 
Principal payments received on investment and mortgage-backed securities:        
Held-to-maturity  2,714   975 
Available-for-sale  16,007   10,663 
Proceeds from the sale of investments and mortgage-backed securities  67,849   11,052 
Proceeds from retirement of cash flow hedges  -   856 
Redemption of FHLB Stock  6,401   3,228 
Purchase of FHLB stock  (12,172)  (5,135)
Purchase of Bank Owned Life Insurance  (2,500)  - 
Proceeds from sale of other real estate owned  644   278 
Purchases of equipment  (269)  (214)
Net cash used in investing activities  (100,446)  (125,759)
FINANCING ACTIVITIES:        
Net increase (decrease) in demand deposits, NOW accounts, and savings accounts  12,144   (18,819)
Net increase (decrease) in certificates of deposit  (66,856)  98,131 
Proceeds from FHLB advances - short term  26,500   15,000 
Proceeds from FHLB advances - long term  139,315   70,000 
Repayment of FHLB advances - long term  (19,088)  (34,776)
Increase in advances from borrowers for taxes and insurance  1,450   1,601 
Cash dividends paid  (5,339)  (2,695)
Treasury stock used for employee benefit plans  50   1,067 
Purchase of treasury stock  (3,160)  (2,922)
Net cash provided by financing activities  85,016   126,587 

7

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS -continued

  Nine Months Ended June 30. 
  2019  2018 
       
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  (10,094)  8,152 
         
CASH AND CASH EQUIVALENTS—Beginning of period  48,171   27,903 
         
CASH AND CASH EQUIVALENTS—End of period $38,077  $36,055 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        
  Cash paid during the period for:        
Interest on deposits and advances from Federal        
Home Loan Bank $13,683  $6,981 
Income taxes paid  1,325   1,900 
Loans transferred to other real estate owned  -   111 

See the accompany notes to the unaudited consolidated financial statements.

8

 

 

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 ofby 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 and nine months ended December 31, 2017June 30, 2019 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 Annual Report on 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.

Recently Adopted Accounting Pronouncements

Effective October 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers – Topic 606, and all subsequent ASUs that modified ASC 606. The Company has elected to apply the standard utilizing the modified retrospective approach with a cumulative 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 the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustments were recorded.

 

79

 

Recent Accounting Pronouncements

In May 2014,Management determined that the FASB issued ASU 2014-09,Revenueprimary sources of revenue emanating from Contractsinterest and dividend income on loans and securities along with Customers (a newnoninterest revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depictresulting from investment security gains, loan servicing, gains on the transfersale 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 forloans, commitment fees, fees from financial guarantees, certain costs to obtain or fulfill a contract with a customercredit cards fees, 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 change from our current accounting for revenue because the majority of the Company's revenue isincome 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 Other Real Estate Owned, 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,Effective October 1, 2018, the FASB issuedCompany adopted 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 Not Yet Adopted

 

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.

 

810

 

 

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.

11

In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815). The amendments in this Update permit use of the Overnight Index Swap (OIS) rate based on the Secured Overnight Financing Rate (SOFR) as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate (LIBOR) swap rate, the OIS rate based on the Fed Funds Effective Rate, and the Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Rate. For entities that have not already adopted Update 2017-12, the amendments in this Update are required to be adopted concurrently with the amendments in Update 2017-12. For public business entities that already have adopted the amendments in Update 2017-12, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities that already have adopted the amendments in Update 2017-12, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted in any interim period upon issuance of this Update if an entity already has adopted Update 2017-12. 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 2019, the FASB issued ASU 2019-01,Leases (Topic 842): Codification Improvements, which addressed issues lessors sometimes encounter. Specifically addressed in this Update were issues related to 1) determining the fair value of the underlying asset by the lessor that are not manufacturers or dealers (generally financial institutions and captive finance companies), and 2) lessors that are depository and lending institutions should classify principal and payments received under sales-type and direct financing leases within investing activities in the cash flow statement. The ASU also exempts both lessees and lessors from having to provide the interim disclosures required by ASC 250-10-50-3 in the fiscal year in which a company adopts the new leases standard. The amendments addressing the two lessor accounting issues are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the effective date is for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This Update is not expected to have a significant impact on the Company’s financial statements.

In April 2019, the FASB issued ASU 2019-04,Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In May 2019, the FASB issued ASU 2019-05,Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-13 has been adopted. This Update is not expected to have a significant impact on the Company’s financial statements.

In July 2019, the FASB issued ASU 2019-07,Codification Updates to SEC Sections, Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates.This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532,Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442,Investment Company Reporting Modernization. Other miscellaneous updates to agree to the electronic Code of Federal Regulations also have been incorporated.

12

 

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,issued, net of any treasury shares and unearned restricted share awards, 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,  Three Months Ended June 30, 
 2017  2016  2019  2018 
 Basic  Diluted  Basic  Diluted  Basic  Diluted  Basic  Diluted 
 (Dollars in Thousands Except Per Share Data)  (Dollars in Thousands, Except Share and Per Share Data) 
                  
Net income $34  $34  $731  $731  $2,630  $2,630  $2,436  $2,436 
Weighted average shares outstanding  8,855,116   8,855,116   7,333,531   7,333,531   8,775,210   8,775,210   8,848,393   8,848,393 
Effect of common stock equivalents  -   357,871   -   320,745   -   162,094   -   378,912 
Adjusted weighted average shares used in earnings per share computation  8,855,116   9,212,987   7,333,531   7,654,276   8,775,210   8,937,304   8,848,393   9,227,305 
Earnings per share - basic and diluted $0.004  $0.004  $0.100  $0.096  $0.30  $0.29  $0.28  $0.26 
                
 Nine Months Ended June 30, 
 2019  2018 
 Basic  Diluted  Basic  Diluted 
 (Dollars in Thousands, Except Share and Per Share Data) 
         
Net income $6,944  $6,944  $4,627  $4,627 
Weighted average shares outstanding  8,785,618   8,785,618   8,851,784   8,851,784 
Effect of common stock equivalents  -   156,932   -   342,432 
Adjusted weighted average shares used in earnings per share computation  8,785,618   8,942,550   8,851,784   9,194,216 
Earnings per share - basic and diluted $0.79  $0.78  $0.52  $0.50 

As of June 30, 2019 and 2018, there were 550,832 and 774,404 shares of common stock, respectively, subject to options with an exercise price less than the then current market price per share for the Company’s common stock and which were included in the computation of diluted earnings per share. At June 30, 2019 and 2018, there were 202,500 and 202,500 shares, respectively, that had exercise prices greater than the then current market value and were considered anti-dilutive at such dates.

 

1113

 

 

All exercisable stock options outstanding as of December 31, 2017 and 2016 had exercise prices below the then current per share market price for the Company’s common stock and were considered dilutive for the earnings per share calculation.

3.ACCUMULATED OTHER COMPREHENSIVE LOSSINCOME (LOSS)

 

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

 

  Three Months Ended June 30,  Three Months Ended June 30, 
  2019  2019  2019  2018  2018  2018 
        (Dollars in Thousands)       
  Unrealized gain (loss)
on AFS securities (a)
  Unrealized gain (loss) on
interest rate swaps (a)
  Total accumulated
other comprehensive
(loss) income
  Unrealized gain (loss) on
AFS securities (a)
  Unrealized gain (loss) on
interest rate swaps (a)
  Total accumulated
other comprehensive
(loss) income
 
Beginning balance, April 1 $(2,160) $(2,365) $(4,525) $(4,965) $510  $(4,455)
Other comprehensive (loss) income before reclassifications  6,777   (3,070)  3,707   (1,476)  (669)  (2,145)
Total  4,617   (5,435)  (818)  (6,441)  (159)  (6,600)
Reclassification for net gains recorded in net income  (404)  -   (404)  -   -   - 
Ending Balance, June 30 $4,213  $(5,435) $(1,222) $(6,441) $(159) $(6,600)

  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.

 

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

  Nine Months Ended June 30,  Nine Months Ended June 30, 
  2019  2019  2019  2018  2018  2018 
        (Dollars in Thousands)       
  Unrealized gain (loss)
on AFS securities (a)
  Unrealized gain (loss) on
interest rate swaps (a)
  Total accumulated
other comprehensive
(loss) income
  Unrealized gain (loss) on
AFS securities (a)
  Unrealized gain (loss) on
interest rate swaps (a)
  Total accumulated
other comprehensive
(loss) income
 
Beginning balance, October 1 $(8,320) $166  $(8,154) $(1,091) $331  $(760)
Other comprehensive (loss) income before reclassification  13,054   (5,601)  7,453   (5,047)  (490)  (5,537)
Total  4,734   (5,435)  (701)  (6,138)  (159)  (6,297)
Reclassification from adoption of ASU 2016-01  (25)  -   (25)            
Reclassification for net gains recorded in net income  (496)  -   (496)  (303)  -   (303)
Ending Balance, June 30 $4,213  $(5,435) $(1,222) $(6,441) $(159) $(6,600)

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

14

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  June 30, 2019 
    Gross Gross        Gross Gross    
 Amortized Unrealized Unrealized Fair  Amortized Unrealized Unrealized Fair 
 Cost  Gains  Losses  Value  Cost  Gains  Losses  Value 
 (Dollars in Thousands)  (Dollars in Thousands) 
Securities Available for Sale:                                
U.S. government and agency obligations $25,927  $-  $(430) $25,497  $25,112  $-  $(134) $24,978 
Mortgage-backed securities - U.S. government agencies  134,588   175   (2,473)  132,290   308,758   5,883   (1,211)  313,430 
State and political subdivisions  34,729   15   (638)  34,106 
Corporate bonds  56,829   226   (339)  56,716   64,253   1,501   (89)  65,665 
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  $432,852  $7,399  $(2,072) $438,179 
                                
Securities Held to Maturity:                                
U.S. government and agency obligations $33,500  $197  $(1,688) $32,009  $31,500  $150  $(578) $31,072 
Mortgage-backed securities - U.S. government agencies  6,664   233   (66)  6,831   5,086   204   (10)  5,280 
State and political subdivisions  23,213   195   (92)  23,316   20,499   574   (54)  21,019 
                                
Total securities held to maturity $63,377  $625  $(1,846) $62,156  $57,085  $928  $(642) $57,371 
   
 June 30, 2019 
 Amortized Gross Gross Fair 
 Cost  Gains  Losses  Value 
 (Dollars in Thousands) 
Equity securities                
FHLMC preferred stock $31  $38  $-  $69 
Total equity securities $31  $38  $   $69 

 

  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 
                 

The Company recognized a net gain on equity securities of $38,000 for the nine months ended June 30, 2019 and a loss of $3,000 for the three months ended June 30, 2019. No net gains or losses on sold equity securities were realized during the nine or three months ended June 30, 2018.

 

15

  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 
Mortgage-backed securities - U.S. government agencies  193,451   77   (6,168)  187,360 
State and political subdivisions  22,078   -   (542)  21,536 
Corporate bonds  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 
Mortgage-backed securities - U.S. government agencies  5,778   148   (153)  5,773 
State and political subdivisions  20,574   2   (696)  19,880 
                 
Total securities held to maturity $59,852  $235  $(4,160) $55,927 

1216

 

 

As of December 31, 2017June 30, 2019, the Bank maintained $104.9$244.1 million of securities in a safekeeping account at the FHLB of Pittsburgh available to be used for collateral as aand convenience. The Bank is notonly required to maintain anyhold $54.7 million as specific collateral for its borrowings; therefore thesethe $189.4 million excess securities are not restricted and could be sold or transferred if needed.

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

  Less than 12 months  More than 12 months  Total 
  Gross     Gross     Gross    
  Unrealized  Fair  Unrealized  Fair  Unrealized  Fair 
  Losses  Value  Losses  Value  Losses  Value 
  (Dollars in Thousands) 
Securities Available for Sale:                        
U.S. government and agency obligations $-  $-  $(134) $20,977  $(134) $20,977 
Mortgage-backed securities - U.S. government agencies  (15)  15,898   (1,196)  84,561   (1,211)  100,459 
State and political subdivisions  -   -   (638)  23,332   (638)  23,332 
Corporate bonds  (17)  1,986   (72)  6,958   (89)  8,944 
                         
Total securities available for sale $(32) $17,884  $(2,040) $135,828  $(2,072) $153,712 
                         
Securities Held to Maturity:                        
U.S. government and agency obligations $-  $-  $(578) $29,921  $(578) $29,921 
Mortgage-backed securities - U.S. government agencies  -   -   (10)  838   (10)  838 
State and political subdivisions  -   -   (54)  3,769   (54)  3,769 
                         
Total securities held to maturity $-  $-  $(642) $34,528  $(642) $34,528 
                         
Total $(32) $17,884  $(2,682) $170,356  $(2,714) $188,240 

17

 

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:as of September 30, 2018:

 

  Less than 12 months  More than 12 months  Total 
  Gross     Gross     Gross    
  Unrealized  Fair  Unrealized  Fair  Unrealized  Fair 
  Losses  Value  Losses  Value  Losses  Value 
  (Dollars in Thousands) 
Securities Available for Sale:                        
U.S. government and agency obligations $(19) $4,919  $(411) $20,578  $(430) $25,497 
Mortgage-backed securities - US government agencies  (1,404)  80,664   (1,069)  38,269   (2,473)  118,933 
Corporate bonds  (206)  25,331   (133)  3,928   (339)  29,259 
                         
Total securities available for sale $(1,629) $110,914  $(1,613) $62,775  $(3,242) $173,689 
                         
Securities Held to Maturity:                        
U.S. government and agency obligations $(114) $2,886  $(1,574) $25,927  $(1,688) $28,813 
Mortgage-backed securities - US government agencies  (43)  1,544   (23)  1,132   (66)  2,676 
State and political subdivisions  (77)  8,322   (15)  1,798   (92)  10,120 
                         
Total securities held to maturity $(234) $12,752  $(1,612) $28,857  $(1,846) $41,609 

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:

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   (1,821)  92,851   (4,347)  86,268   (6,168)  179,119 
Corporate debt securities  (285)  22,511   -  -   (285)  22,511 
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   (106)  2,630   (47)  930   (153)  3,560 
Corporate debt securities  -   -   -   -   -   - 
State and political subdivisions  (104)  7,854   -  -   (104)  7,854   (234)  11,238   (462)  6,618   (696)  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 wasis 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).

18

 

For both the three and nine months ended December 31, 2017June 30, 2019 and 2016,2018, the Company did not record any credit losses on investment securities through earnings.

 

14

U.S. Government and Agency Obligations -At December 31, 2017,June 30, 2019, 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 any of these investments to be other-than-temporarily impaired at June 30, 2019.

Mortgage-Backed Securities –At June 30, 2019, there were two mortgage-backed securities in a gross unrealized loss position for less than 12 months, while there were 49 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.June 30, 2019.

 

Mortgage-Backed SecuritiesCorporate Bonds –At December 31, 2017,June 30, 2019, there were 27 mortgage-backed securitieswas one security in a gross unrealized loss position for less than 12 months, while there were 31 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.

Corporate Debt Securities – At December 31, 2017, there were 21 securities in a gross unrealized loss for less than 12 months, while there were fivesix securities in a gross unrealized loss position for more than 12 months at such date. These securities are backedissued 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.June 30, 2019.

 

State and political subdivisions– At December 31, 2017,June 30, 2019, there were sixno securities in a gross unrealized loss for less than 12 months, while there was one securitywere nine securities in a gross unrealized loss position for more than 12 months at such date. These securities are backedissued 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.June 30, 2019.

 

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

 

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

 

  December 31, 2017 
  Held to Maturity  Available for Sale 
             
  Amortized  Fair  Amortized  Fair 
  Cost  Value  Cost  Value 
  (Dollars in Thousands) 
Due after one through five years $6,057  $6,112  $6,053  $6,044 
Due after five through ten years  23,846   23,613   50,776   50,672 
Due after ten years  26,810   25,600   25,927   25,497 
                 
Total $56,713  $55,325  $82,756  $82,213 

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

  June 30, 2019 
  Held to Maturity  Available for Sale 
  Amortized  Fair  Amortized  Fair 
  Cost  Value  Cost  Value 
  (Dollars in Thousands) 
Due after one through five years $1,705  $1,720  $13,407  $13,568 
Due after five through ten years  24,751   25,206   50,847   52,097 
Due after ten years  25,543   25,165   59,840   59,084 
                 
Total $51,999  $52,091  $124,094  $124,749 

 

1519

 

 

During the three and nine month periods ended June 30, 2019, the Company sold securities with an aggregate amortized cost of $49.1 million and $61.9 million, respectively, for a recognized aggregate gain of $511,000 and $628,000 respectively (pre-tax). During the both three and nine month periods ended June 30, 2018, the Company sold securities with an aggregate amortized cost of $11.7 million and none, respectively, for a recognized aggregate loss of $376,000 (pre-tax). The sales were of securities which bore yields below market rates in order to better position the securities portfolio in a rising rate environment.

5.LOANS RECEIVABLE

 

Loans receivable consist of the following:

 

 December 31, September 30,  June 30, September 30, 
 2017 2017  2019  2018 
 (Dollars in Thousands)  (Dollars in Thousands) 
One-to-four family residential $355,327  $351,298  $277,344  $324,865 
Multi-family residential  16,825   21,508   31,068   34,355 
Commercial real estate  115,233   127,644   132,007   119,511 
Construction and land development  151,830   145,486   240,755   160,228 
Loans to financial institutions  6,000   6,000 
Commercial business  3,333   488   19,748   17,792 
Leases  3,617   4,240   886   1,687 
Consumer  1,903   1,943   863   953 
                
Total loans  648,068   652,607   708,671   665,391 
                
Undisbursed portion of loans-in-process  (60,566)  (73,858)  (113,943)  (54,474)
Deferred loan fees  (2,839)  (2,940)
Deferred loan fees (net)  (2,891)  (2,818)
Allowance for loan losses  (4,676)  (4,466)  (5,330)  (5,167)
                
Net loans $579,987  $571,343  $586,507  $602,932 

 

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:June 30, 2019:

 

 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
  Loans to financial
institutions
  Commercial
Business
  Leases  Consumer  Unallocated  Total 
 (Dollars in Thousands)  (Dollars in Thousands) 
Allowance for Loan Losses:                                    
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   1,030   320   1,286   1,907   63   207   9   6   502   5,330 
Total ending allowance balance $1,270  $158  $1,064  $1,621  $26  $20  $24  $493  $4,676  $1,030  $320  $1,286  $1,907  $63  $207  $9  $6  $502  $5,330 
                                                                            
Loans:                                                                            
Individually evaluated for impairment $11,102  $312  $3,765  $8,734  $-  $-  $10      $23,923  $4,436  $-  $2,188  $8,750  $-  $-  $-  $-      $15,374 
Collectively evaluated for impairment  344,225   16,513   111,468   143,096   3,333   3,617   1,893       624,145   272,908   31,068   129,819   232,005   6,000   19,748   886   863       693,297 
Total loans $355,327  $16,825  $115,233  $151,830  $3,333  $3,617  $1,903      $648,068  $277,344  $31,068  $132,007  $240,755  $6,000  $19,748  $886  $863      $708,671 

 

1620

 

 

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
  Loans to financial
institutions
  Commercial
business
  Leases  Consumer  Unallocated  Total 
 (Dollars in Thousands)  (Dollars in Thousands) 
Allowance for Loan Losses:                                    
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   64   187   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  $64  $187  $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   6,000   17,792   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  $6,000  $17,792  $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 loans, multi-family loans, commercial real estate loans, commercial business loans, and allloans to financial institutions, leases and all loans and leases more than 90 days delinquent as to principal and/or interest. Loans are considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect in full the scheduled payments of principal and/or interest when due according to the contractual terms of the loan agreement.

 

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

 

The following table presents impaired loans by class as of December 31, 2017,June 30, 2019, segregated by those for which a specific allowance was required and those for which a specific allowance was not required.

 

1721

 

 

      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  $             -  $     -  $4,436  $4,436  $4,788 
Multi-family residential  -   -   312   312   312 
Commercial real estate  -   -   3,765   3,765   3,848   -   -   2,188   2,188   2,349 
Construction and land development  -   -   8,734   8,734   11,115   -   -   8,750   8,750   11,131 
Consumer  -   -   10   10   10 
Total loans $-  $-  $23,923  $23,923  $26,706 
Total impaired loans $-  $-  $15,374  $15,374  $18,268 

 

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 
Total impaired loans $-  $-  $16,048  $16,048  $18,918 

22

 

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

 

  Three Months Ended June 30, 2019 
  Average
Recorded
Investment
  Income Recognized
on Accrual Basis
  Income
Recognized on
Cash Basis
 
  (Dollars in Thousands) 
One-to-four family residential $4,633  $18  $6 
Multi-family residential  144   -   - 
Commercial real estate  2,192   10   1 
Construction and land development  8,750           -              - 
Consumer  5   -   - 
Total impaired loans $15,724  $28  $7 

  Three Months Ended June 30, 2018 
  Average
Recorded
Investment
  Income Recognized
on Accrual Basis
  Income
Recognized on
Cash Basis
 
  (Dollars in Thousands) 
One-to-four family residential $6,159  $            -  $17 
Multi-family residential  305   -   - 
Commercial real estate  2,624   -   2 
Construction and land development  8,745   -   - 
Consumer  -   -   - 
Total impaired loans $17,833  $-  $19 

  Nine Months Ended June 30, 2019 
  Average
Recorded
Investment
  Income Recognized
on Accrual Basis
  Income
Recognized on
Cash Basis
 
  (Dollars in Thousands) 
One-to-four family residential $4,849  $62  $16 
Multi-family residential  195   10   - 
Commercial real estate  2,151   30   3 
Construction and land development  8,751   -   - 
Consumer  5   -   - 
Total impaired loans $15,951  $102  $19 

1823

 

 

  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  Nine Months Ended June 30, 2018 
 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  $6,636  $77  $21 
Multi-family residential  332   6   -   307   11   - 
Commercial real estate  2,938   17   11   3,004   58   2 
Construction and land development  10,399   -   -   8,741   -   - 
Total loans $19,191  $40  $35 
Consumer  -   -   - 
Total impaired loans $18,688  $146  $23 

 

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 three aforementioned categories but possess weaknesses are required to be designated “special mention.”

 

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

 

  June 30, 2019 
     Special     Total 
  Pass  Mention  Substandard  Loans 
  (Dollars in Thousands) 
One-to-four family residential $270,187  $2,721  $4,436  $277,344 
Multi-family residential  30,744   324   -   31,068 
Commercial real estate  125,780   4,039   2,188   132,007 
Construction and land development  232,005   -   8,750   240,755 
Loans to financial institutions  6,000   -   -   6,000 
Commercial business  19,748   -   -   19,748 
Total loans $684,464  $7,084  $15,374  $706,922 

1924

 

 

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

 

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

 

20
  June 30, 2019 
     Non-  Total 
  Performing  Performing  Loans 
  (Dollars in Thousands) 
One-to-four family residential $274,339  $3,005  $277,344 
Leases  886   -   886 
Consumer  863   -   863 
Total loans $276,088  $3,005  $279,093 

 

  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 presentstables present the loan categories of the loan portfolio summarized by the aging categories of performing andloans, delinquent loans and nonaccrual loans:

 

  December 31, 2017 
                    90 Days+ 
     30-89 Days  90 Days +  Total  Total  Non-  Past Due 
  Current  Past Due  Past Due  Past Due  Loans  Accrual  and Accruing 
  (Dollars in Thousands) 
One-to-four family residential $348,012  $3,238  $4,077  $7,315  $355,327  $5,892  $- 
Multi-family residential  16,825   -   -   -   16,825   -   - 
Commercial real estate  113,747   -   1,486   1,486   115,233   1,563   - 
Construction and land development  142,921   175   8,734   8,909   151,830   8,734   - 
Commercial business  3,333   -   -   -   3,333   -   - 
Leases  3,617   -   -   -   3,617   -   - 
Consumer  1,903   -   -   -   1,903   -   - 
Total loans $630,358  $3,413  $14,297  $17,710  $648,068  $16,189  $- 

2125

 

 

 June 30, 2019 
              90 Days+ 
    30-89 Days 90 Days + Total Total Non- Past Due 
 Current  Past Due  Past Due  Past Due  Loans  Accrual  and Accruing 
 (Dollars in Thousands) 
One-to-four family residential $272,528  $2,439  $2,377  $4,816  $277,344  $3,005  $          - 
Multi-family residential  31,068   -   -   -   31,068   -   - 
Commercial real estate  130,590   -   1,417   1,417   132,007   1,474   - 
Construction and land development  232,005   -   8,750   8,750   240,755   8,750   - 
Financial institutions  6,000   -   -   -   6,000   -   - 
Commercial business  19,748   -   -   -   19,748   -   - 
Leases  886   -   -   -   886   -   - 
Consumer  807   56   -   56   863   -   - 
Total loans $693,632  $2,495  $12,544  $15,039  $708,671  $13,229  $- 
                            
 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.

 

26

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 a single borrowersborrower 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 construction project prior to completion, there is no assurance that the Company would be able to recover the entire unpaid portion of the loan.

 

The following tables summarize the primary segments of the allowance for loan losses. Activity in the allowance is presented for the both three and nine month periods ended December 31, 2017June 30, 2019 and 2016:2018:

  Three Months Ended June 30, 2019 
  One- to
four-family
residential
  Multi-
family
residential
  Commercial
real estate
  Construction
and land
development
  Financial
institutions
  Commercial
business
  Leases  Consumer  Unallocated  Total 
  (Dollars in Thousands) 
ALLL balance at March 31, 2019 $1,314  $385  $1,342  $1,370  $68  $235  $13  $20  $480  $5,227 
Charge-offs  -   -   -   -   -   -   -   -   -   - 
Recoveries  103   -   -   -   -   -   -   -   -   103 
Provision  (387)  (65)  (56)  537   (5)  (28)  (4)  (14)  22   - 
ALLL balance at June 30, 2019 $1,030  $320  $1,286  $1,907  $63  $207  $9  $6  $502  $5,330 

  Nine Months Ended June 30, 2019 
  One- to
four-family
residential
  Multi-
family
residential
  Commercial
real estate
  Construction
and land
development
  Financial
institutions
  Commercial
business
  Leases  Consumer  Unallocated  Total 
  (Dollars in Thousands) 
ALLL balance at September 30, 2018 $1,343  $347  $1,154  $1,554  $64  $187  $18  $18  $482  $5,167 
Charge-offs  -   -   -   -   -   -   -   -   -   - 
Recoveries  163   -   -   -   -   -   -   -   -   163 
Provision  (476)  (27)  132   353   (1)  20   (9)  (12)  20   - 
ALLL balance at June 30, 2019 $1,030  $320  $1,286  $1,907  $63  $207  $9  $6  $502  $5,330 

 

2227

 

 

 Three Months Ended December 31, 2017  Three Months Ended June 30, 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
  Financial
institutions
  Commercial
business
  Leases  Consumer  Unallocated  Total 
 (Dollars in Thousands)  (Dollars in Thousands) 
ALLL balance at September 30, 2017 $1,241  $205  $1,201  $1,358  $4  $23  $24  $410  $4,466 
ALLL balance at March 31, 2018 $1,308  $205  $1,083  $1,465  $62  $106  $29  $97  $486  $4,841 
Charge-offs  -   -   -   -   -   -   -   -   -   (114)  -   -   -   -   -   (11)  -   -   (125)
Recoveries  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 
Provision  29   (47)  (137)  263   22   (3)  -   83   210   100   178   (27)  135   -   40   5   (81)  (25)  325 
ALLL balance at December 31, 2017 $1,270  $158  $1,064  $1,621  $26  $20  $24  $493  $4,676 
ALLL balance at June 30, 2018 $1,294  $383  $1,056  $1,600  $62  $146  $23  $16  $461  $5,041 

 

 Three Months Ended December  31, 2016  Nine Months Ended June 30, 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
  Financial
institutions
  Commercial
business
  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  -   -   -   -   -   -   -   -   -   (125)  -   -   (12)  -   -   -   -   -   (137)
Recoveries  -   -   -   -   -   -   -   -   -   27   -   -   -   -   -   -   -   -   27 
Provision  (63)  (2)  104   99   (1)  7   25   16   185   151   178   (145)  254   62   142   -   (8)  51   685 
ALLL balance at December 31, 2016 $1,471  $58  $359  $757  $-  $8  $8  $266  $3,454 
ALLL balance at June 30, 2018 $1,294  $383  $1,056  $1,600  $62  $146  $23  $16  $461  $5,041 

 

The Company recorded ano provision for loan losses in the amount of $210,000 for the three and nine months period ended December 31, 2017,June 30, 2019, respectively, compared to $185,000$325,000 and $685,000 for the same periodcomparable three and nine months periods in 2016.fiscal 2018. The provisions in the 2018 periods were primarily due to growth in the loan portfolio. During the quarter ended June 30, 2019, the Company recorded no charge offs and recoveries of $103,000. During the nine months ended June 30, 2019, the Company recorded no charge offs and recoveries of $163,000. During the quarter ended June 30, 2018, the Company recorded charge offs of $125,000 and no recoveries. During the nine months ended June 30, 2018, the Company recorded charge offs of $137,000 and recoveries of $27,000.

 

At December 31, 2017,June 30, 2019, the Company had elevennine loans aggregating $7.6$6.0 million that were classified as troubled debt restructurings (“TDRs”). SevenFive of suchthe nine loans aggregating $1.2 million as of December 31, 2017$633,000 were performing in accordance with thetheir restructured terms as of June 30, 2019 and accruing interest.interest, with four of the nine TDRs on non-accrual status. Three of the TDRs 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,June 30, 2017 related to this borrowing relationship). The remaining TDR is also on non-accrual and consists of a $1.5 million$437,000 loan secured by various commercial and residential properties. No TDRs defaulted during the three month period ending December 31, 2017.

 

The Company restructured one loan, with a balance of $77,000,did not approve any TDRs during the three month periodand nine months ended December 31, 2017, while no loans were restructuredJune 30, 2019, or during the same period in 2016. The restructure entailed extending the loan maturity date to Februarythree and nine months ending June 30, 2018.

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 monthand nine-month period ending December 31, 2017.endings June 30, 2019 or 2018.

28

 

6.DEPOSITS

 

Deposits consist of the following major classifications:

 

 December 31, September 30, 
 2017 2017  June 30, September 30, 
          2019 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% $74,521   10.2% $66,120   8.4%
Interest-bearing checking accounts  46,758   7.2%  54,267   8.5%  59,706   8.2   49,209   6.3 
Non interest-bearing checking accounts  11,578   1.8%  9,375   1.5%  15,614   2.2   13,620   1.7 
Passbook, club and statement savings  106,146   16.3%  101,743   16.0%  82,741   11.3   91,489   11.7 
Certificates maturing in six months or less  158,204   24.3%  154,750   24.3%  272,172   37.3   301,184   38.4 
Certificates maturing in more than six months  257,862   39.4%  239,575   37.7%  224,787   30.8   262,636   33.5 
                                
Total $652,032   100.0% $635,982   100.0% $729,541   100.0% $784,258   100.0%

 

Certificates of $250,000 and over totaled $47.9$25.7 million as of December 31, 2017June 30, 2019 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, 2017As of June 30, 2019 and September 30, 20172018 outstanding balances and related information of short-term borrowings from the FHLB are summarized as 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 
         June 30,  September 30, 
         2019  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 1-Jul-19  2.48% Not Applicable $1,500  $- 
Fixed Rate - Repo Plus 12-Jul-19  2.57% Not Applicable  10,000   - 
Fixed Rate - Repo Plus 15-Jul-19  2.56% Not Applicable  10,000   - 
Fixed Rate - Repo Plus 17-Jul-19  2.52% Not Applicable  15,000   - 
Weighted average rate    2.54%   $36,500  $10,000 

 

As of December 31, 2017June 30, 2019, short-term advances include two $10.0 million and September 30, 2017, $20.0 million consists of two $10.0one $15.0 million 30 day FHLB advances associated with interest rate swap contracts. The additional $1.5 million at June 30, 2019 consisted of an overnight borrowing to provide additional short-term liquidity. As of September 30, 2018, there was a $10.0 million 30 day FHLB advance associated with an interest rate swap contract with a weighted average effective cost of 125 basis points and 117 bps respectively. The additional $10.0 million at December 31, 2017 consisted of a one week borrowing to provide additional liquidity.contract.

29

 

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, 2017June 30, 2019 and September 30, 2018 are as follows:

 

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

Lomg-term FHLB advances: Maturity range Weighted average  Stated interest rate range  June 30,  September 30, 
Description from to interest rate  from  to  2019  2018 
               (Dollars in Thousands) 
Fixed Rate - Amortizing 1-Oct-18 30-Sep-20  1.53%  1.53%  1.53% $589  $1,639 
Fixed Rate - Amortizing 1-Oct-20 30-Sep-21  2.69%  1.94%  2.83%  16,609   23,288 
Fixed Rate - Amortizing 1-Oct-21 30-Sep-22  2.81%  1.99%  3.05%  9,517   11,848 
Fixed Rate - Amortizing 1-Oct-22 30-Sep-23  2.88%  1.94%  3.11%  7,340   8,550 
Total      2.74%         $34,055  $45,325 
                         
                         
Fixed Rate - Advances 1-Oct-18 30-Sep-19  2.66%  2.66%  2.66% $3,004  $18,528 
Fixed Rate - Advances 1-Oct-19 30-Sep-20  2.62%  1.38%  3.06%  12,341   12,413 
Fixed Rate - Advances 1-Oct-20 30-Sep-21  2.37%  1.42%  2.92%  18,022   3,037 
Fixed Rate - Advances 1-Oct-21 30-Sep-22  2.31%  1.94%  3.23%  63,347   23,380 
Fixed Rate - Advances 1-Oct-22 30-Sep-23  2.72%  2.18%  3.22%  65,999   37,000 
Fixed Rate - Advances 1-Oct-23 30-Sep-24  2.88%  2.38%  3.20%  67,998   5,000 
Total      2.62%         $230,711  $99,358 
                         
       2.64%      Total  $264,766  $144,683 

 

9.DERIVATIVES

 

The Company has contracted with a third party to participate in interest rate swap contracts. TwoOne of the swaps is a cash flow hedge associated with FHLB advances at both June 30, 2019 and September 30, 2018, while there are eight additional cash flow hedges associated with $20.0 million of FHLB advancestied to wholesale funding at December 31, 2017 and SeptemberJune 30, 2017.2019. These interest rate swaps involve the receipt of variable ratevariable-rate amounts from a counterparty in exchange for the Company making fixedfixed-rate payments. During the quarter ended December 31, 2017, $42,000June 30, 2019, $3,000 of incomeexpense was recognized as ineffectiveness through earnings, while $-0-$6,000 of income was recognized as ineffectiveness through earnings during the comparable period in 2016.fiscal 2018. During the nine months ended June 30, 2019, $5,000 of expense was recognized as ineffectiveness through earnings, while $48,000 of income was recognized as ineffectiveness through earnings during the comparable period in 2018. 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 loanthree loans and seven investment securities as of December 31, 2017June 30, 2019 and three loans and seven investments at September 30, 2017. For derivatives that are designated and qualify as2018. The fair value hedges,of the gain or loss onswaps is recorded in the derivative as well asother liabilities section of 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.June 30, 2019.

 

  Notional  Pay  Receive Maturity Unrealized 
  Amount  Rate  Rate Date Gain 
        (Dollars in thousands)     
Interest rate swap contract $10,000   1.15% 1 Month Libor 6-Apr-21 $267 
Interest rate swap contract  10,000   1.18% 1 Month Libor 13-Jun-21  279 
Interest rate swap contract  1,100   4.10% 1 Month Libor +276 bp 1-Aug-26  - 
                 
              $546 
30

  Hedged Notional  Pay  Receive Maturity Unrealized 
  Item Amount  Rate  Rate Date Loss 
          (Dollars in thousands)     
                
Interest rate swap contract  FHLB Advance $10,000   2.70% 1 Mth Libor 10-Apr-25 $(586)
Interest rate swap contract  State and political subdivision  1,705   3.06% 3 Mth Libor 16-Feb-27  (147)
Interest rate swap contract  State and political subdivision  2,825   3.06% 3 Mth Libor 1-Apr-27  (247)
Interest rate swap contract  State and political subdivision  5,000   3.07% 3 Mth Libor 3-Jan-28  (465)
Interest rate swap contract  State and political subdivision  1,235   3.07% 3 Mth Libor 1-Mar-28  (116)
Interest rate swap contract  State and political subdivision  4,500   3.07% 3 Mth Libor 1-May-28  (426)
Interest rate swap contract  State and political subdivision  3,305   3.05% 3 Mth Libor 1-Feb-27  (280)
Interest rate swap contract  State and political subdivision  3,000   3.06% 3 Mth Libor 15-Oct-27  (272)
Interest rate swap contract  Commercial loan  8,000   4.85% 1 Mth Libor +225 bp 1-Jun-28  - 
Interest rate swap contract  Commercial loan  8,300   5.74% 1 Mth Libor +250 bp 13-Jun-25  - 
Interest rate swap contract  Commercial loan  1,044   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  (932)
Interest rate swap contract  90 Day wholesale funding  15,000   2.75% 3 Mth Libor 18-Jan-24  (678)
Interest rate swap contract  90 Day wholesale funding  25,000   2.66% 3 Mth Libor 20-Feb-24  (1,065)
Interest rate swap contract  90 Day wholesale funding  25,000   2.56% 3 Mth Libor 28-Feb-24  (955)
Interest rate swap contract  30 Day wholesale funding  15,000   2.51% 1 Mth Libor 15-Feb-24  (605)
Interest rate swap contract  90 Day wholesale funding  25,000   2.59% 3 Mth Libor 13-Mar-24  (990)
Interest rate swap contract  90 Day wholesale funding  25,000   2.51% 3 Mth Libor 27-Mar-24  (909)
Interest rate swap contract  30 Day wholesale funding  10,000   1.94% 1 Mth Libor 12-Jun-26  (156)
                   
Total               $(8,829)

 

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.”

 

2731

 

 

10.INCOME TAXES

 

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

 

 December 31, September 30,  June 30, September 30, 
 2017 2017  2019  2018 
 (Dollars in Thousands)  (Dollars in Thousands) 
Deferred tax assets:                
Allowance for loan losses $1,344  $1,675  $1,465  $1,445 
Nonaccrual interest  249   349   446   312 
Accrued vacation  7   12   4   29 
Capital loss carryforward  300   476   356   356 
Split dollar life insurance  10   15   9   10 
Post-retirement benefits  60   98   76   85 
Unrealized losses on available for sale securities  584   569   -   2,212 
Unrealized losses on interest rate swaps  1,445   - 
Deferred compensation  912   1,439   816   838 
Goodwill  89   148   72   80 
Purchse accounting adjustments  198   731 
Other  50   254   49   55 
Employee benefit plans  97   90   375   239 
                
Total deferred tax assets  3,900   5,856   5,113   5,661 
Valuation allowance  (239)  (378)  (356)  (356)
Total deferred tax assets, net of valuation allowance  3,661   5,478   4,757   5,305 
                
Deferred tax liabilities:                
Property  199   332   159   179 
Unrealized gains on available for sale securities  1,118   - 
Unrealized gains on interest rate swaps  115   171   -   44 
Purchase accounting adjustments  102   59 
Deferred loan fees  511   884   213   368 
                
Total deferred tax liabilities  825   1,387   1,592   650 
                
Net deferred tax assets $2,836  $4,091  $3,165  $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,both June 30, 2019, and September 30, 2017,2018, respectively.

 

For the three-monthnine-month period ended December 31, 2017,June 30, 2019, the Company recorded income tax expense of $2.3$1.4 million compared to income tax expense of $3.6 million for the period ended June 30, 2018, which included a $1.8 million one-time non-cash 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 federal 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 federal statutory tax rate will bewas reduced to 21%.

 

2832

 

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, 20142015 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue.

 

11.STOCK COMPENSATION PLANS

 

The Company maintains the 2008 Recognition and Retention Plan (“and Trust (the “2008 RRP”) which is administered by a committee of the Board of Directors of the Company. The RRP provides for the grant of shares of common stock of the Company to officers, employees and directors of the Company. In order to fund the grant of shares under the RRP, the 2008 RRP Trust purchased 213,528 shares (on a converted basis) of the Company’s common stock in the open market for an aggregate cost of approximately $2.5 million, at an average purchase price per share of $11.49 as part of the RRP.$11.49. The Company made sufficient contributions to the 2008 RRP Trust to fund the RRP Trust’sthese purchases. Shares subject to awards under the 2008 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 of common stock can be awarded as restricted stock awards or units, of which 235,500233,500 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. Grants can no longer be made pursuant to the 2008 RRP.

 

Compensation expense related to the shares subject to restricted stock awards granted is recognized ratably over the five-year vesting period in an amount which totals the grant date fair value multiplied by the number of shares subject to the grant. During the three and nine months ended December 31, 2017June 30, 2019, an aggregate of $157,000 and 2016, $151,000 and $134,000,$464,000, respectively, was recognized in compensation expense for the grants pursuant to the 2008 RRP and the grants pursuant to the 2014 SIP. During the three and nine months ended June 30, 2018, $158,000 and $408,000, respectively, was recognized in compensation expense for the grants pursuant to the 2008 RRP and the grants pursuant to the 2014 SIP. At December 31, 2017,June 30, 2019, approximately $1.3 million$870,000 in additional compensation expense for theunvested shares awarded which remained outstanding related to the 2008 RRP and the 2014 SIP remained unrecognizedunrecognized.

29

 

A summary of the Company’s non-vested stock award activity for the threenine months ended December 31, 2017June 30, 2019 and 20162018 is presented in the following tables:

 

  Three Months Ended
December 31, 2017
 
  Number of
Shares (1)
  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 December 31, 2017  138,858  $12.82 
33

 

  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 

  Nine Months Ended
June 30, 2019
 
  Number of
Shares (1)
  Weighted Average
Grant Date Fair
Value
 
       
Non-vested stock awards at October 1, 2018  116,916  $14.36 
Granted  -   - 
Forfeited  -   - 
Vested  (44,024)  13.38 
Non-vested stock awards at June 30, 2019  72,892  $14.95 

  Nine Months Ended
June 30, 2018
 
  Number of
Shares
  Weighted Average
Grant Date Fair
Value
 
       
Non-vested stock awards at October 1, 2017  142,594  $12.79 
Granted  26,500   18.46 
Forfeited  4,636   11.91 
Vested  (44,647)  12.06 
Non-vested stock awards at June 30, 2018  129,083  $14.17 

 

The Company maintains the 2008 Stock Option Plan (the “Option“2008 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 Stock2008 Option Plan. As of December 31, 2017,June 30, 2019, all of the options had been awarded under the 2008 Option Plan. As of December 31, 2017, 524,287Plan and no further options were vestedcan be awarded, even if existing options under the Option Plan.2008 option plan are forfeited. 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 2008 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 2008 Option Plan. In March 2018, the Company granted 159,265 shares under the 2014 SIP and 18,235 shares under the 2008 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, 2017for the nine months ended June 30, 2019 and 20162018 are presented below:

 

  Three Months Ended
December 31, 2017
 
  Number of
Shares
  Weighted Average
Exercise Price
 
       
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 
34

 

  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 

  Nine Months Ended
June 30, 2019
 
  Number of
Shares
  Weighted Average
Exercise Price
 
       
Outstanding at October 1, 2018  869,026  $13.41 
Granted  -   - 
Exercised  (109,694)  11.91 
Forfeited  (6,000)  12.23 
Outstanding at June 30, 2019  753,332  $13.64 
Exercisable at June 30, 2019  530,953  $12.37 

  Nine Months Ended
June 30, 2018
 
  Number of
Shares
  Weighted Average
Exercise Price
 
       
Outstanding at October 1, 2017  922,564  $12.04 
Granted  177,500   18.46 
Exercised  (110,926)  11.73 
Forfeited  (12,234)  11.90 
Outstanding at June 30, 2018  976,904  $13.15 
Exercisable at June 30, 2018  521,630  $11.49 

 

The weighted average remaining contractual term was approximately 4.07.0 years for options outstanding as of December 31, 2017.June 30, 2019.

 

The estimated fair value of options granted during fiscal 2009 was $2.98 per share, $2.92 for options granted during fiscal 2010, $3.34 for options granted during fiscal 2013, $4.67 for the options granted during fiscal 2014, $4.58 for options granted during fiscal 2015, $2.13 for options granted during fiscal 2016, 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 andprice range from $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 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 the grant date market value price of $18.46, a term of seven years, a volatility rate of 0.69%15.9%, an interest rate of 2.82% and a yield rate of 1.08%.

 

During the three and nine months ended December 31, 2017June 30, 2019, $146,000 and 2016, $137,000 and $130,000,$423,000, respectively, was recognized in compensation expense for options granted pursuant to the 2008 Option Plan and the 2014 SIP. During the three and nine months ended June 30, 2018, $150,000 and $389,000, respectively, was recognized in compensation expense for options granted pursuant to the 2008 Option Plan and the 2014 SIP.

 

At December 31, 2017,June 30, 2019, there was approximately $1.2 million$887,000 in additional compensation expense to be recognized for awarded options which remained outstanding and unvested at such date. The weighted average period over which this expense will be recognized is approximately 2.82.5 years.

3135

 

 

12.COMMITMENTS AND CONTINGENT LIABILITIES

 

At December 31, 2017,June 30, 2019, the Company had $56.6a total of $50.8 million in outstanding commitments to originate fixed-rate loans with market interest rates ranging from 4.75%5.75% to 5.50%7.00%. 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 related to the bank’s construction loans amounted to $60.6$113.9 million at December 31, 2017June 30, 2019 and $73.9$54.5 million at September 30, 2017.2018.

 

The Company also had commitments under unused lines of credit of $6.8aggregating $36.8 million as of December 31, 2017June 30, 2019 and $7.4$51.9 million as of September 30, 20172018 and letters of credit outstanding of $1.8$1.6 million as of December 31, 2017June 30, 2019 and $1.4$1.6 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,June 30, 2019, the exposure, which represents a portion of credit risk associated with the interests sold, amounted to $1.7 million.$1.4 million related to loans sold to the FHLB. This exposure is for the life of the related loans and payables, on our proportionate share, as actual losses are incurred. These loans are seasoned loans and remain performing.

 

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, 2017June 30, 2019 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. 

 

3236

 

 

Those assets and liabilities 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 SeptemberJune 30, 20172019 which are measured at fair value on a recurring basis arewere 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  $-  $24,978  $-  $24,978 
Mortgage-backed securities - U.S. Government agencies  -   118,127   -   118,127   -   313,430   -   313,430 
State and political subdivisions  -   34,106   -   34,106 
Corporate bonds  -   34,400   -   34,400   -   65,665   -   65,665 
FHLMC preferred stock  76   -   -   76 
Equity securities  69   -   -   69 
Total $69  $438,179  $-  $438,248 
                
Liabilities                
Interest rate swap contracts  -   502   -   502  $-  $8,806  $-  $8,806 
Total $76  $178,828  $-  $178,904  $-  $8,806  $-  $8,806 

Those assets as of September 30, 2018 which are measured at fair value on a recurring basis were 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 $-  $24,171  $-  $24,171 
Mortgage-backed securities - U.S. Government agencies  -   187,360   -   187,360 
State and political subdivisions  -   21,536   -   21,536 
Corporate bonds  -   73,083   -   73,083 
FHLMC preferred stock  37   -   -   37 
Interest rate swap contracts  -   225   -   225 
Total $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 (principle and interest) 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 comparablecomparables 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 $15.4 million as of December 31, 2017.June 30, 2019.

 

3337

 

Other 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 Level 2 measurement. In some cases, adjustments are made to the appraised values for various factors including age of the appraisal, age of the comparable included in the appraisal, and known changes in the market and in the collateral. As a result, the evaluations are based upon unobservable inputs, and therefore, the fair value measurement has been categorized as a Level 3 measurement.

 

Summary of Non-Recurring Fair Value Measurements

 

  At December 31, 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 September 30, 2017  At June 30, 2019 
 (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  $-  $-  $15,374  $15,374 
Real estate owned  -   -   192   192 
Other real estate owned  -   -   423   423 
Total $-  $-  $19,857  $19,857  $-  $-  $       15,797  $         15,797 
                
 At September 30, 2018 
 (Dollars in Thousands) 
 Level 1  Level 2  Level 3  Total 
Impaired loans $-  $-  $16,048  $16,048 
Other real estate owned  -   -   1,026   1,026 
Total $-  $-  $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, 2017 At June 30, 2019
 (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 $23,923   Property appraisals (1) (3)  Management discount for selling costs, property type and market volatility (2)   6% to 57% discount/ 7% $15,374   Property appraisals (1) (3) Management discount for selling costs, property type and market volatility (2)  6% to 8% discount/ 6%
Real estate owned $363   Property appraisals (1)(3)  Management discount for selling costs, property type and market volatility (2)  10% discount
Other real estate owned $423   Property appraisals (1)(3) Management discount for selling costs, property type and market volatility (2)  10% discount

 

3438

 

 

 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
Other real estate owned $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.

 

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.

 

3539

 

 

      Fair Value Measurements at 
      Fair Value Measurements at       6/30/2019 
 Carrying Fair  December 31, 2017  Carrying Fair        
 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  $-  $-  $38,077  $38,077  $38,077  $-  $- 
Certificates of deposit  1,604   1,604   1,604   -   -   2,351   2,351   2,351   -   - 
Investment and mortgage-backed securities available for sale  214,570   214,570   67   214,503   -   438,179   438,179   -   438,179   - 
Equity securities  69   69   69         
Investment and mortgage-backed securities held to maturity  63,377   62,156   -   62,156   -   57,085   57,371   -   57,371   - 
Loans receivable, net  579,987   580,226   -   -   580,226   586,507   583,990   -   -   583,990 
Accrued interest receivable  3,452   3,452   3,452   -   -   3,893   3,893   3,893   -   - 
Federal Home Loan Bank stock  6,859   6,859   6,859   -   - 
Restricted bank stock  13,356   13,356   13,356   -   - 
Bank owned life insurance  28,212   28,212   28,212   -   -   31,669   31,669   31,669   -   - 
Interest rate swap contracts  601   601   -   601   - 
                                        
Liabilities:                                        
Checking accounts  58,336   58,336   58,336   -   -   75,320   75,320   75,320   -   - 
Money market deposit accounts  71,484   71,484   71,484   -   -   74,521   74,521   74,521   -   - 
Passbook, club and statement savings accounts  106,146   106,146   106,146   -   -   82,741   82,741   82,741   -   - 
Certificates of deposit  416,066   420,294   -   -   420,294   496,959   501,954   -   -   501,954 
Advances from FHLB short-term  30,000   30,000   30,000   -   -   36,500   36,500   36,500       - 
Advances from FHLB long-term  106,916   106,147   -   -   106,147   264,766   269,934   -   -   269,934 
Accrued interest payable  641   641   641   -   -   3,404   3,404   3,404   -   - 
Advances from borrowers for taxes and insurance  3,498   3,498   3,498   -   -   3,533   3,533   3,533   -   - 
Interest rate swap contracts  8,806   8,806   -   8,806   - 

 

3640

 

 

        Fair Value Measurements at 
        September 30, 2018 
  Carrying  Fair          
  Amount  Value  (Level 1)  (Level 2)  (Level 3) 
  (Dollars in Thousands) 
Assets:               
Cash and cash equivalents $48,171  $48,171  $48,171  $-  $- 
Certificates of deposit  1,604   1,604   1,604   -   - 
Investment and mortgage-backed  securities available for sale  306,187   306,187   37   306,150   - 
Investment and mortgage-backed  securities held to maturity  59,852   55,927   -   55,927   - 
Loans receivable, net  602,932   598,596   -   -   598,596 
Accrued interest receivable  3,825   3,825   3,825   -   - 
Restricted bank stock  7,585   7,585   7,585   -   - 
Interest rate swap contracts  225   225   -   225   - 
Bank owned life insurance  28,691   28,691   28,691   -   - 
                     
Liabilities:                    
Checking accounts  62,886   62,886   62,886   -   - 
Money market deposit accounts  60,686   60,686   60,686   -   - 
Passbook, club and statement  savings accounts  96,866   96,866   96,866   -   - 
Certificates of deposit  563,820   569,375   -   -   569,375 
Advances from FHLB -short-term  10,000   10,000   10,000   -   - 
Advances from FHLB -long-term  144,683   141,116   -   -   141,116 
Accrued interest payable  3,232   3,232   3,232   -   - 
Advances from borrowers for taxes and insurance  2,083   2,083   2,083   -   - 

        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 June 30, 2019 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.

 

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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 estimatedcarrying amount is a reasonable estimate of the fair value approximates the carrying amount.value.

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 onestimated using a discounted cash flow calculation that applies market rates currently offered for deposits withof similar remaining maturities.maturity.

 

Short-term Advancesadvances 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 Advancesadvances from Federal Home Loan Bank —The fair value of long-term advances from FHLB is estimated 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 swapsRate 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 borrowersBorrowers for taxesTaxes and insuranceInsurance 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’sCompany’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 BankCompany or the borrower, they only have value to the BankCompany 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, Inc. on January 1, 2017.

 

 Balance       Balance    Balance       Balance   
 October 1, Additions/     December 31, Amortization October 1, Additions/     June 30, Amortization
 2017  Adjustments  Amortization  2017  Period 2018  Adjustments  Amortization  2019  Period
                    
Goodwill $6,102  $-  $-  $6,102    $6,102  $-  $-  $6,102   
Core deposit intangible  710   -   (38)  672  10 years  571   -   (93)  478  10 years
 $6,812  $-  $(38) $6,774   $6,673  $-  $(93) $6,580  

 

As of December 31, 2017,June 30, 2019, the current fiscal year and the future fiscal periods amortization expense for the core deposit intangible is:

 

(In thousands)   
2018 $100 
2019  123 
Fiscal year (In Thousands) 
   
2019 (remaining)  $30 
2020  108    108 
2021  93    93 
2022  77    78 
2023   64 
Thereafter  171    105 
Total  672   $478 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Investment and mortgage-backed securities available for sale.  Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated using quoted prices of securities with similar characteristics or discounted cash flows and are classified within Level 2 of the fair value hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. There were no securities with a Level 3 classification as of December 31, 2017June 30, 2019 or September 30, 2017. 2018.

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

 

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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.

Derivatives. The Company uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed-rate amounts from a counterparty, respectively. The Company uses interest rate swaps to manage its exposure to changes in fair value. Interest rate swaps designated as fair value hedges involve the receipt of variable-rate payments from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount.

 

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 theapplicable tax laws. If actual results differ from the assumptions and other considerations used in estimating the amount and timing of tax recognized, there can be no assurance that additional expenses will not be required in future periods.

 

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

 

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

 

Forward-looking Statements. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to the Company 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.

 

45

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 effects of the Tax Cuts and Jobs Act (“Tax Reform Act”); changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Company's loan, investment and mortgage-backed securities portfolios; geographic concentration of the Company’s business; fluctuations in real estate values; the adequacy of loan loss reserves; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and fees; and the success of the Company at managing the risks involved in the foregoing.

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 20172019 and 2016.2018.

 

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, 2017June 30, 2019 and September 30, 2017,2018, and the results of operations for the three and nine months ended December 31, 2017June 30, 2019 and 2016.2018.

 

COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 2017JUNE 30, 2019 AND SEPTEMBER 30, 20172018

 

At December 31, 2017,June 30, 2019, the Company had total assets of $933.8$1.2 billion, as compared to $1.1 billion at September 30, 2018, an increase of 10.2%. At June 30, 2019, the investment portfolio had increased by $129.3 million to $495.3 million as compared to $899.5$366.1 million at September 30, 2017, an increase of 3.8%.At December 31, 2017, the investment portfolio increased by $38.3 million2018 primarily as a result of the purchase of investment grade corporate bonds and U.S. government agency mortgage-backed securities. Net loans receivable increased $8.7decreased slightly by $16.4 million to $580.0$586.5 million at December 31, 2017June 30, 2019 from $571.3$602.9 million at September 30, 2017. These increases were partially offset by an $11.2 million decrease in cash2018. Competition for quality commercial real estate and cash equivalents as available cash was redeployed into higher yielding assets.construction loans remains intense.

 

Total liabilities increased by $37.0$103.8 million to $800.3 million$1.1 billion at December 31, 2017June 30, 2019 from $763.4$952.8 million at September 30, 2017. Total deposits increased $16.1 million, consisting primarily of short-term certificates of deposit which were used to fund asset growth as well as meet short-term liquidity needs.2018. At December 31, 2017,June 30, 2019, the Company had FHLB advances outstanding of $136.9$301.3 million as compared to $114.3$154.7 million at September 30, 2017.2018. The increase in the level of borrowings was primarily due to the 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. All of the borrowings had maturities of less than six years. Total deposits decreased $54.7 million, as the Company sought to decrease its holdings in higher costing wholesale certificates of deposit in favor of lower costing, longer-term FHLB advances.

46

 

Total stockholders’ equity decreasedincreased by $2.8$6.3 million to $133.4$134.7 million at December 31, 2017June 30, 2019 from $136.2$128.4 million at September 30, 2017.2018. The decreaseincrease was primarily due to net income of $6.9 million combined with a dividend payment of $1.8$6.9 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 toincrease in the decrease was a reductionappreciation in the fair market value of available for sale securities due to risingdecreased market rates of interest as well asinterest. These increases were partially offset by dividend payments of $5.3 million, including $4.0 million related to the cost of purchases ofspecial $0.45 per share dividend, and net treasury stock in conjunction with employeerepurchases, net of equity benefit plans.plan activity, of $2.0 million.

42

 

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2017JUNE 30, 2019 AND 20162018

 

Net income.The Company recognizedreported net income of $34,000,$2.6 million, or $0.004$0.30 per basic share and $0.29 per diluted share, for the quarter ended December 31, 2017June 30, 2019 as compared to $731,000$2.4 million, or $0.100$0.28 per basic and $0.26 per diluted share, for the comparable periodsame quarter in 2016. The substantial decrease infiscal 2018. For the nine months ended June 30, 2019, the Company reported net income for the three month period ended December 31, 2017of $6.9 million, or $0.79 per basic share and $0.78 per diluted share as compared to $4.6 million, or $0.52 per basic and $0.50 per diluted share, for the same quarterperiod in the prior year was in large part due toa $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.fiscal 2018.

 

Net interest income.For the three months ended December 31, 2017,June 30, 2019, net interest income increased to $6.1was stable at $6.2 million as compared to $3.6 million for the same period in 2016.fiscal 2018. The increaseincome reflected a $3.5$2.3 million, or 26.2%, increase in interest income, which was partiallyeffectively offset by an increase of $1.0$2.3 million, or 86.8%, in interest paid on deposits and borrowings. The increase in net interest income inbetween the 2017 periodperiods was primarily due to the increase in the weighted average balance of earning assets whichcombined with the effects of a rising rate environment. It also 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% for the quarter ended December 31, 2017 from 3.33% for the same period in 2016 due primarily to the shift in the Bank’s lending emphasis to increasing its investment in commercial real estate and construction loans, which generally produce higher yields than those obtained on residential loans. The average balance of interest-earning assets for the quarter ended June 30, 2019 increased by $194.7 million, or 21.0%, to $1.1 billion from the comparable period in 2018. The yield on interest-earning assets increased by 17 basis points, to 4.04% for the quarter ended June 30, 2019 from the comparable period in 2018. However, during the same period the weighted average cost of borrowings and deposits increased to 0.98%1.99% from 1.30% for the comparable period in 2018 due primarily to increases in market rates of interest. For the nine months ended June 30, 2019, net interest income remained stable at $18.6 million as compared to the same period in fiscal 2018. The increase in interest income of $7.1 million, or 28.0%, was offset by a $7.1 million, or 105.7%, increase in interest paid on deposits and borrowings. As with the third quarter, the increase in interest income was primarily due to the increase in the weighted average balance of earning assets, the shift in emphasis to increased investment in commercial real estate and construction loans and a rising interest rate environment. The average balance of interest-earning assets increased by $201.9 million, or 22.5%, from the comparable period in 2018. The yield on interest-earning assets increased by 17 basis points, to 3.94% for the nine months ended June 30, 2019 from the comparable period in 2018. The weighted average cost of borrowings and deposits increased to 1.88% during the quarternine months ended December 31, 2017June 30, 2019 from 0.78%1.12% during the comparable period in 20162018 primarily due to increases in market rates of interest. Theinterest, reflecting in part the competitive market for deposits, particularly time deposits, in the areas in which the Company operates.

For the three and nine months ended June 30, 2019, the net interest margin increasedwas 2.22% and 2.26%, respectively, compared to 2.80% during2.70% and 2.77% for the quarter ended December 31, 2017same periods in fiscal 2018, respectively. The margin compression experienced in the 2019 periods reflected in large part the higher funding costs resulting from 2.70% during the comparable periodincreases in 2016 duethe federal funds rates combined with a competitive market for funding deposits, especially locally sourced retail deposits. Asset yields have not risen as quickly as liability costs in response to the increase inrising interest rate environment exacerbated by the average balance of interest-earning assets and the yield earned on those assets.competitive market for funding sources, especially locally sourced deposits.

 

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 not 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 June 30, 
 2017 2016  2019 2018 
 Average     Average Average     Average  Average     Average Average     Average 
 Balance  Interest  Yield/Rate (1)  Balance  Interest  Yield/Rate (1)  Balance  Interest  (1)  Balance  Interest  (1) 
 (Dollars in Thousands)  (Dollars in Thousands) 
Interest-earning assets:                                                
Investment securities (4) $132,530  $996   2.98% $57,046  $401   2.79% $182,315  $1,723   3.79% $155,646  $1,258   3.24%
Mortgage-backed securities  132,623   842   2.52   121,288   763   2.50   315,571   2,536   3.22   154,717   1,060   2.75 
Loans receivable(2)  576,336   6,107   4.20   346,980   3,325   3.80   587,703   6,752   4.61   596,252   6,485   4.36 
Other interest-earning assets  29,488   91   1.22   11,627   16   0.55   34,720   262   3.03   19,038   128   2.70 
Total interest-earning assets  870,977   8,036   3.66   536,941   4,505   3.33   1,120,309   11,273   4.04   925,653   8,931   3.87 
Cash and non interest-bearing balances  2,262           1,574           2,313           2,433         
Other non interest-earning assets  48,811           28,641           70,862           46,489         
Total assets $922,050          $567,156          $1,193,484          $974,575         
Interest-bearing liabilities:                                                
Savings accounts $103,204   19   0.07  $68,505   16   0.09  $83,898   8   0.04  $106,256   137   0.52 
Money market deposit and NOW accounts  127,149   49   0.15   91,570   34   0.15   133,856   266   0.80   115,467   60   0.21 
Certificates of deposit  409,294   1,343   1.30   221,863   640   1.14   543,506   3,080   2.27   456,988   1,735   1.52 
Total deposits  639,647   1,411   0.88   381,938   690   0.72   761,260   3,354   1.77   678,711   1,932   1.14 
Advances from Federal Home Loan Bank  127,799   488   1.51   50,975   166   1.29   258,527   1,703   2.64   152,234   776   2.04 
Advances from borrowers for taxes and insurance  2,750   1   0.14   2,065   1   0.19   2,439   1   0.16   2,627   1   0.15 
Total interest-bearing liabilities  770,196   1,900   0.98   434,978   857   0.78   1,022,226   5,058   1.98   833,572   2,709   1.30 
Non interest-bearing liabilities:                                                
Non interest-bearing demand accounts  10,529           3,713           14,798           14,747         
Other liabilities  5,439           15,000           16,593           1,281         
Total liabilities  786,164           453,691           1,053,617           849,600         
Stockholders' equity  135,886           113,465           139,867           124,975         
Total liabilities and stockholders' equity $922,050          $567,156          $1,193,484          $974,575         
Net interest-earning assets $100,781          $101,963          $98,083          $92,081         
Net interest income; interest rate spread     $6,136   2.68%     $3,648   2.55%     $6,215   2.05%     $6,222   2.57%
Net interest margin(3)          2.80%          2.70%          2.23%          2.70%
                                                
Average interest-earning assets to average interest-bearing liabilities      113.09%          123.44%          109.59%          111.05%    

 

48

  Nine Months 
  Ended June 30, 
  2019  2018 
  Average     Average  Average     Average 
  Balance  Interest  (1)  Balance  Interest  (1) 
  (Dollars in Thousands) 
Interest-earning assets:                        
Investment securities $187,128  $4,963   3.55% $147,451  $3,403   3.09%
Mortgage-backed securities  283,345   6,844   3.23   142,651   2,754   2.58 
Loans receivable(2)  586,940   19,936   4.54   585,277   18,853   4.31 
Other interest-earning assets  42,324   666   2.10   22,414   312   1.86 
Total interest-earning assets  1,099,737   32,409   3.94   897,793   25,322   3.77 
Cash and non interest-bearing balances  2,203           2,354         
Other non interest-earning assets  49,739           44,829         
Total assets $1,151,679          $944,976         
Interest-bearing liabilities:                        
Savings accounts $87,000   113   0.17  $107,056   252   0.31 
Money market deposit and NOW accounts  122,048   600   0.66   121,347   161   0.18 
Certificates of deposit  570,365   9,219   2.16   433,296   4,498   1.39 
Total deposits  779,413   9,932   1.70   661,699   4,911   0.99 
Advances from Federal Home Loan Bank  202,909   3,920   2.58   137,061   1,821   1.78 
Advances from borrowers for taxes and insurance  2,328   3   0.17   2,522   4   0.21 
Total interest-bearing liabilities  984,650   13,855   1.88   801,282   6,736   1.12 
Non interest-bearing liabilities:                        
Non interest-bearing demand accounts  15,111           12,233         
Other liabilities  18,143           1,196         
Total liabilities  1,017,904           814,711         
Stockholders' equity  133,775           130,265         
Total liabilities and stockholders' equity $1,151,679          $944,976         
Net interest-earning assets $115,087          $96,511         
Net interest income; interest rate spread     $18,554   2.06%     $18,586   2.65%
Net interest margin(3)          2.26%          2.77%
                         
Average interest-earning assets to average interest-bearing liabilities      111.69%          112.04%    

 
(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 and nine 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.

 

Provision for loan losses. The Company recorded ano provision for loan losses in the amount of $210,000 for the three and nine months ended December 31, 2017, primarily due to the growth in the loan portfolio as well as the continued shift in its composition,June 30, 2019, respectively, compared to a provisionprovisions for loan losses of $185,000$325,000 and $685,000, respectively, for the same periodperiods in 2016. During the three months ended December 31, 2017 and 2016, the Company did not record any recoveries or charge offs.fiscal 2018

 

The allowance for loan losses totaled $4.7$5.3 million, or 0.8%0.9% of total loans and 28.9%39.4% of total non-performing loans (which included loans acquired from Polonia Bancorp, Inc. as of January 1, 2017 at their fair-value)fair value) at December 31, 2017June 30, 2019 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, 2017June 30, 2019 was sufficient to cover all inherent and known losses associated with the loan portfolio at such date.

 

4449

 

 

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,June 30, 2019, the Company’s non-performing assets totaled $16.6$13.7 million or 1.8%1.2% 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, 2017June 30, 2019 included five construction loans aggregating $8.7$8.8 million, 2619 one-to-four family residential loans aggregating $4.5 million, one single-family residential investment property loan in the amount of $1.4$3.0 million, and five commercial real estate loans aggregating $1.6$1.5 million. Non-performing assets at June 30, 2019 also included at December 31, 2017 threeother real estate owned consisting of one single-family residential propertiesproperty with an aggregate carrying value of $363,000.$423,000. At December 31, 2017,June 30, 2019, 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$633,000 were performing as of June 30, 2019 in accordance with thetheir restructured terms as of December 31, 2017 and were accruing interest. ThreeOne TDR is on non-accrual and consists of thea $437,000 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,June 30, 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. Subsequentborrower. 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,

At June 30, 2019, 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$2.5 million of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of eighttwelve one-to-four family residential loans totaling $1.0$2.4 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, the Company had $2.8 million of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of twenty-three one-to-four family residential loansconsumer loan totaling $1.7 million, three commercial real estate loans totaling $1.0 million and two consumer loans totaling $69,000.$56,000.

 

At December 31, 2017, weJune 30, 2019, the Company also had a total of twenty-seven24 loans aggregating $5.3$7.1 million that had been designated “special mention”. These loans consist of nineteen17 one-to-four family residential loans totaling $3.3$2.7 million, and eightsix commercial real estate loans totaling $2.0 million.$4.0 million and one multi-family loan totaling $324,000. 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 due as to principal and/or interest and real estate owned) as of December 31, 2017June 30, 2019 and September 30, 2017.2018. At neither date did the Company have any accruing loans 90 days or more past due that were accruing.

 

45

 December 31,
2017
 September 30,
2017
  June 30,
2019
  September 30,
2018
 
 (Dollars in Thousands)  (Dollars in Thousands) 
Non-accruing loans:                
One-to-four family residential $5,892  $5,107  $3,005  $3,012 
Commercial real estate  1,563   1,566   1,474   1,627 
Construction and land development  8,734   8,724   8,750   8,750 
Total non-accruing loans  16,189   15,397   13,229   13,389 
Real estate owned, net: (1)  363   192 
Other real estate owned, net: (1)  423   1,026 
Total non-performing assets $16,552  $15,589  $13,652  $14,415 
                
Total non-performing loans as a percentage of loans, net  2.79%  2.67%  2.30%  2.65%
Total non-performing loans as a percentage of total assets  1.73%  1.71%  1.11%  1.24%
Total non-performing assets as a percentage of total assets  1.77%  1.73%  1.17%  1.33%

 

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

 

50

Non-interest income. With respect to the quarter ended December 31, 2017, non-interestNon-interest income amounted to $415,000 as$1.2 million and $2.1 million for the three and nine month periods ended June 30, 2019, respectively, compared to $358,000$985,000 and $2.0 million, respectively, for the same quartercomparable periods in fiscal 2017.2018. The primary reason forincrease experienced in both of the higher level2019 periods was primarily attributable to the recognition of non-interest incomegain on sale of investments in the first quarter2019 periods. The effect of fiscal 2018this increase was increased earningspartially offset by decreased income from feesinterest rate swaps during the three 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 quarternine months 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.June 30, 2019.

 

Non-interest expense.For the three monthsand nine month periods ended December 31, 2017,June 30, 2019, non-interest expense increased $1.3 million,$419,000 or 11.1% and $645,000 or 5.5%, respectively, compared to the same periodperiods in fiscal 2018. Non-interest expense increased in the prior year. The primary reason forfiscal 2019 periods due in part to the hiring of additional personnel in our lending operations, normal salary increases combined with increases in benefit plan expenses and an increase wasin FDIC deposit insurance expense. Partially offsetting these increases were decreases in professional fees and occupancy expense as 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.Company maintained its focus on continued implementation of operating efficiencies.

 

Income tax expense. For the three-monththree month period ended December 31, 2017,June 30, 2019, the Company recorded a tax expense of $582,000, compared to a tax expense of $676,000 for the same period in fiscal 2018. For the nine month period ended June 30, 2019, the Company recorded an income tax expense of $2.3$1.4 million whichas compared to a tax expense of $3.6 million for the same period in fiscal 2018. The reduction in the third quarter of fiscal 2019, primarily reflected the benefit throughout fiscal 2019 associated with the fully implemented decrease in the federal statutory income tax rate, effective January 1, 2018. The $3.6 million tax expense for the nine months ended June 30, 2018 included a one-time charge of $1.8 million one-time charge related to thea re-evaluation of the Company’s deferred tax assets as a result ofdue to the enactment oftax legislation enacted in December 2017 that reduced 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. Effective October 1, 2018, the Company’s statutory tax rate will be reducedfrom 35% to 21%.

46

 

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. We also maintain excess funds in short-term, interest-earning assets that provide additional liquidity. At December 31, 2017,June 30, 2019, our cash and cash equivalents amounted to $16.7$38.1 million. In addition, our available-for-sale investment securities amounted to an aggregate of $214.6$438.2 million at such date.

 

We use our liquidity to fund existing and future loan commitments, to invest in other interest-earning assets, 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,June 30, 2019, the Company had $45.9$50.8 million in outstanding commitments to originate fixed loans, not including loans in process. The Company also had undisbursed loans in process (related to its construction and land development loans) and commitments under unused lines of credit of $6.8totaling $150.7 million and letters of credit outstanding of $1.8$1.6 million at December 31, 2017.June 30, 2019. Certificates of deposit as of December 31, 2017June 30, 2019 that are maturing inwithin one year or less totaled $254.8$379.7 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,Federal Home Loan Bank of Pittsburgh (“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,June 30, 2019, we had $136.9$301.3 million in outstanding FHLB advances and had the ability to obtain an additional $262.5$207.8 million in FHLB advances. Additional borrowing capacity with the FHLB could be obtained with the pledging of certain investment securities. 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.

 

4751

 

 

The following table summarizes the Company’s and Bank’s regulatory capital ratios as of December 31, 2017June 30, 2019 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:            
June 30, 2019:            
Tier 1 capital (to average assets)                        
The Company  14.32%  N/A   N/A   10.90%  N/A   N/A 
The Bank  13.19%  4.0%  5.0%  10.73%  4.0%  5.0%
                        
Tier 1 common (to risk-weighted assets)                        
The Company  22.38%  N/A   N/A   18.85%  N/A   N/A 
The Bank  20.90%  4.5%  6.5%  18.57%  4.5%  6.5%
                        
Tier 1 capital (to risk-weighted assets)                        
The Company  22.38%  N/A   N/A   18.85%  N/A   N/A 
The Bank  20.90%  6.0%  8.0%  18.57%  6.0%  8.0%
                        
Total capital (to risk-weighted assets)                        
The Company  23.25%  N/A   N/A   19.71%  N/A   N/A 
The Bank  21.77%  8.0%  10.0%  19.43%  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.

 

4852

 

 

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 athe 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 adversely 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,June 30, 2019, which we expect, based upon certain assumptions, to reprice or mature in each of the future time periods shown (the “GAP Table”). Except as stated below, the amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of term to repricing or the contractual maturity of the asset or liability. The table sets forth an approximation of the projected repricing of assets and liabilities at December 31, 2017,June 30, 2019 on the basis of contractual maturities, anticipated prepayments, and scheduled rate adjustments within a three-month period and subsequent selected time intervals. The loan amounts in the table reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization and anticipated prepayments of adjustable-rate loans and fixed-rate loans, and as a result of contractual rate adjustments on adjustable-rate loans. Annual prepayment rates for variable-rate and fixed-rate single-family, and multi-family residential and commercial mortgage loans are assumed to range from 5.3%7.1% to 31.6%33.6%. The annual prepayment rate for mortgage-backed securities is assumed to range from 0.5%0.9% to 19.5%18.0%. For savings accounts, checking accounts and money markets, the decay rates vary on an annual basis over a ten year period.

 

4953

 

 

    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  $23,433  $71,607  $125,749  $83,457  $185,760  $490,006 
Loans receivable(3)  109,946   83,668   145,222   105,265   135,886   579,987   166,260   70,899   140,843   101,703   106,802   586,507 
Other interest-earning assets(4)  14,182   -   249   1,355   -   15,786   35,998   -   1,604   747   -   38,349 
Total interest-earning assets $134,296  $101,452  $188,386  $155,935  $293,651  $873,720  $225,691  $142,506  $268,196  $185,907  $292,562  $1,114,862 
                                                
Interest-bearing liabilities:                                                
Savings accounts $2,578  $7,943  $13,214  $12,748  $66,354  $102,837  $2,612  $8,130  $13,463  $12,686  $45,850  $82,741 
Money market deposit and NOW accounts  4,100   12,298   20,857   17,153   67,097   121,505   4,372   13,118   21,493   17,285   77,959   134,227 
Certificates of deposit  99,968   155,280   115,091   45,773   -   416,112   76,260   165,256   68,277   187,166   -   496,959 
Advances from FHLB  40,916   31,960   23,232   40,574   234   136,916   10,411   19,277   95,189   156,389   20,000   301,266 
Advances from borrowers for taxes and insurance  3,498   -   -   -   -   3,498   3,533   -   -   -   -   3,533 
Total interest-bearing liabilities $151,060  $207,481  $172,394  $116,248  $133,685  $780,868  $97,188  $205,781  $198,422  $373,526  $143,809  $1,018,726 
                                                
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 $128,503  $(63,275) $69,774  $(187,619) $148,753  $96,136 
                                                
Cumulative interest-rate sensitivity gap (5) ($16,764) ($122,793) ($106,801) ($67,114) $92,852      $128,503  $65,228  $135,002  $(52,617) $96,136     
                                                
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 a                        
percentage of total assets at June 30 , 2019  10.78%  5.48%  11.33%  -4.42%  8.07%    
                                                
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 June 30, 2019  232.22%  121.53%  126.93%  93.99%  109.44%    

 

 

(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.

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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.

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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, 2017June 30, 2019 and reflects the changes to NPV as a result of immediate and sustained changes in interest rates as indicated.

 

Change in
Interest Rates
    NPV as % of Portfolio 
In Basis Points Net Portfolio Value  Value of Assets 
(Rate Shock) Amount  $ Change  % Change  NPV Ratio  Change 
                
  (Dollars in Thousands) 
                
300 $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     NPV as % of Portfolio 
Interest Rates  Net Portfolio Value  Value of Assets 
In Basis Points                
(Rate Shock)  Amount  $ Change  % Change  NPV Ratio  Change 
   (Dollars in Thousands) 
                 
 300  $119,131  $(40,592)  (25.41)%  10.91%  (2.61)%
 200   132,979   (26,744)  (16.74)%  11.87%  (1.65)%
 100   146,343   (13,380)  (8.38)%  12.68%  (0.84)%
 Static   159,723   -   -   13.52%  - 
 (100)  154,186   (5,537)  (3.47)%  12.90%  (0.62)%
 (200)  140,601   (19,122)  (11.97)%  11.75%  (1.77)%
 (300)  155,041   (4,682)  (2.93)%  12.69%  (0.83)%

 

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,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,At June 30, 2019, there had not been any material change to the market risk disclosure contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2018 (“2018 Annual Report”), 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,June 30, 2016, on March 31,June 30, 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. 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

Within the Philadelphia Litigation is in itsbankruptcy, Island View Crossing, as the debtor and the Chapter 11 Trustee, 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. Given the relatively early stages no prediction can be made asof the case and the complaint just being filed, we are unable to determine the likelihood of an unfavorable outcome thereof. However, theat this time. The Bank, however, believes that it has meritorious defenses to the remaining claims under the Philadelphia Litigation and it intends to vigorously defend against the case.claims.

 

From the outset, the Bank believed that it had meritorious challenges to the Chapter 11 bankruptcies filed by the Debtors and early in the case, the Bank filed a motion to convert the bankruptcy cases to Chapter 7 or to appoint a Chapter 11 Trustee to preserve 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.

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.

57

 

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 2018 Annual Report, on Form 10-K for the year ended September 30, 2017, as such factors could materially affect the Company’s business, financial condition, or future results of operations. As of December 31, 2017,June 30, 2019, no material changes have occurred to the risk factors of the Company as reported in the Company’s2018 Annual Report on Form 10-K for the fiscal year ended September 30, 2017.Report. 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 applicableapplicable.

 

(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.

(c)The Company’s repurchase of equity securities for the three months ended June 30, 2019 were as follows:

 

Period Total Number
of Shares
Purchased
  Average
Price Paid
Per Share
  Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (1)
  Maximum Number of
Shares that May Yet
Purchased Under
Plans or Programs (1)
 
October 1 - 31, 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)
  Maximum Number of
Shares that May Yet
Purchased Under Plans
or Programs (1)
 
April 1 - 30, 2019  14,600  $17.42   14,600   871,700 
May 1 - 31, 2019  13,600   17.35   13,600   858,100 
June 1 - 30, 2019  25,100   17.55   25,100   833,000 
   53,300  $17.46   53,300     

 

(1) On July 15, 2015,November 19, 2018, the Company announced that the Board of Directors had approved a secondthird stock repurchase program authorizing the Company to repurchase up 850,000900,000 shares of common stock, approximately 10% of the Company's then outstanding shares.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Not applicable

 

5458

 

 

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.

 

59

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.

PRUDENTIAL BANCORP, INC.
Date: FebruaryAugust 9, 20182019By: /s//s/ Dennis Pollack
Dennis Pollack
President and Chief Executive Officer
Date: FebruaryAugust 9, 20182019By: /s//s/ Jack E. Rothkopf
Jack E. Rothkopf
Senior Vice President, Chief Financial Officer and Treasurer

 

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