Restatement of Previously Issued Consolidated Financial Statements | Note 3 - Restatement of Previously Issued Consolidated Financial Statements The consolidated financial statements for the years ended September 30, 2020 and 2019 have been restated to reflect the correction of misstatements. In addition to the below, various footnotes reflect the effects of these restatements, including but not limited to, Note 5, Earnings Per Share; Note 8, Loans Receivable and Related Allowance for Loan Losses; Note 14, Income Taxes; Note 17, Regulatory Matters; and Note 22, Quarterly Financial Information (unaudited). Note 3A – Restatement of Previously Issued Consolidated Financial Statements (September 30, 2020) On February 16, 2021, the Audit Committee of the Board of Directors of the Company, after consultation with management, determined that the Company’s audited annual consolidated financial statements for the fiscal year ended September 30, 2020 and the unaudited interim consolidated financial statements for the quarterly period ended September 30, 2020 should not be relied upon due to errors identified in such consolidated financial statements. As disclosed in the Original 10-K, the Company recorded the impairment as of September 30, 2020 of a $13.5 million commercial real estate loan (“the Loan”) as collateral dependent, based on information received in December 2020. The Loan, which was initially classified as an accruing COVID-19 deferred loan, is a retail property located in New York City that was directly affected by the COVID-19 pandemic, and the borrower under the Loan was provided temporary payment relief under the CARES Act. As per FASB ASC 855-10-20, this new information received in December 2020 constituted a (Type I) subsequent event, providing additional evidence about events and conditions that existed at the balance sheet date and as such management recorded the adjustment at September 30, 2020. The Company estimated the fair value of the collateral and recorded a partial charge down of approximately $2.9 million and a specific reserve of approximately $581,000,impairing the Loan, placed the Loan on non-accrual status, and reversed approximately $266,000 of interest income as of September 30, 2020, pending the receipt of a third party appraisal (the “Impairment”), which as previously disclosed by the Company in the Original 10-K, could result in further impairment. Subsequent to the filing of the Original 10-K, the Company received the third-party appraisal report dated February 11, 2021, which provides a collateral value materially less than the Company’s previously reported estimate as of September 30, 2020, indicating an additional $3.1 million impairment. The variance to the Company’s previously reported estimate is primarily due to COVID-19 pandemic’s impact on, and dislocation within, the New York City real estate market. Based upon the third-party appraisal and resulting impairment, the Company has determined to record an additional $3.95 million provision for loan losses for the three months ended September 30, 2020. The additional loan impairment (“Additional Impairment”) constitutes a (Type I) subsequent event in the quarter and fiscal year ended September 30, 2020. The effects of the Restatement on the consolidated statement of condition as of September 30, 2020 are as follows (in thousands): Malvern Bancorp, Inc. and Subsidiaries Consolidated Statements of Financial Condition September 30, 2020 (As Previously Reported on Original 10-K) Adjustments 2020 (As Restated) (Dollars in thousands, except share data) Assets Cash and due from depository institutions $ 16,386 $ — $ 16,386 Interest bearing deposits in depository institutions 45,053 — 45,053 Cash and Cash Equivalents 61,439 — 61,439 Investment securities available for sale, at fair value (amortized cost of $31,658) 31,541 — 31,541 Investment securities held to maturity, at cost (fair value of $15,608) 14,970 — 14,970 Restricted stock, at cost 9,622 — 9,622 Loans receivable, net of allowance for loan losses of $12,433 1,030,844 (3,950 ) 1,026,894 Other real estate owned 5,796 — 5,796 Accrued interest receivable 3,677 — 3,677 Operating lease right-of-use-assets 2,638 — 2,638 Property and equipment, net 6,274 — 6,274 Deferred income taxes, net 3,476 204 3,680 Bank-owned life insurance 25,400 — 25,400 Other assets 16,344 — 16,344 Total Assets $ 1,212,021 $ (3,746 ) $ 1,208,275 Liabilities and Shareholders’ Equity Liabilities Deposits: Deposits-noninterest-bearing $ 50,422 $ — $ 50,422 Deposits-interest-bearing 840,484 — 840,484 Total Deposits 890,906 — 890,906 FHLB advances 130,000 — 130,000 Secured borrowing 4,225 — 4,225 Subordinated debt 24,776 — 24,776 Advances from borrowers for taxes and insurance 1,741 — 1,741 Accrued interest payable 728 — 728 Operating lease liabilities 2,671 — 2,671 Other liabilities 13,424 (789 ) 12,635 Total Liabilities 1,068,471 (789 ) 1,067,682 Commitments and Contingencies — — — Shareholders’ Equity Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued — — — Common stock, $0.01 par value, 50,000,000 shares authorized, 7,804,469 and 7,609,953 shares issued and outstanding, respectively 76 — 76 Additional paid-in-capital 85,127 — 85,127 Retained earnings 63,345 (2,957 ) 60,388 Unearned Employee Stock Ownership Plan (ESOP) shares (1,047 ) — (1,047 ) Accumulated other comprehensive loss (1,088 ) — (1,088 ) Treasury stock, at cost: 194,516 shares (2,863 ) — (2,863 ) Total Shareholders’ Equity 143,550 (2,957 ) 140,593 Total Liabilities and Shareholders’ Equity $ 1,212,021 $ (3,746 ) $ 1,208,275 The effects of the Restatement on the consolidated statements of operations and consolidated statements of cash flows for the fiscal year ended September 30, 2020 are as follows: (in thousands, except for per share data): Malvern Bancorp, Inc. and Subsidiaries Consolidated Statements of Operations Year Ended September 30, 2020 (As Previously Reported on Original 10-K) Adjustments 2020 (As Restated) (Dollars in thousands, except share data) Interest and Dividend Income Loans, including fees $ 41,441 $ — $ 41,441 Investment securities, taxable 1,048 — 1,048 Investment securities, tax-exempt 124 — 124 Dividends, restricted stock 631 — 631 Interest-bearing cash accounts 1,063 — 1,063 Total Interest and Dividend Income 44,307 — 44,307 Interest Expense Deposits 12,846 — 12,846 Short-term borrowings — — — Long-term borrowings 2,898 — 2,898 Subordinated debt 1,531 — 1,531 Total Interest Expense 17,275 — 17,275 Net Interest Income 27,032 — 27,032 Provision for Loan Losses 6,660 3,950 10,610 Net Interest Income after Provision for Loan Losses 20,372 (3,950 ) 16,422 Other Income Service charges and other fees 1,316 — 1,316 Rental income 217 — 217 Net gains on sale and call of investments 330 — 330 Net gains on sale of loans 116 — 116 Earnings on bank-owned life insurance 509 — 509 Total Other Income 2,488 — 2,488 Other Expense Salaries and employee benefits 8,889 — 8,889 Occupancy expense 2,309 — 2,309 Federal deposit insurance premium 155 — 155 Advertising 119 — 119 Data processing 1,105 — 1,105 Professional fees 1,995 — 1,995 Other real estate owned expense, net 88 — 88 Pennsylvania shares tax 678 — 678 Other operating expenses 2,964 — 2,964 Total Other Expenses 18,302 — 18,302 Income before income tax expense 4,558 (3,950 ) 608 Income tax expense 957 (993 ) (36 ) Net Income $ 3,601 $ (2,957 ) $ 644 Earnings Per Common Share: Basic $ 0.47 $ (0.39 ) $ 0.08 Diluted $ 0.47 $ (0.39 ) $ 0.08 Weighted Average Common Shares Outstanding Basic 7,597,528 — 7,597,528 Diluted 7,597,726 — 7,597,726 Malvern Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows Year Ended September 30, 2020 (As Previously Reported on Original 10-K) Adjustments 2020 (As Restated) (In thousands) Cash Flows from Operating Activities Net income $ 3,601 $ (2,957 ) $ 644 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 745 — 745 Provision for loan losses 6,660 3,950 10,610 Deferred income taxes (benefit) expense (636 ) (204 ) (840 ) ESOP expense 236 — 236 Stock based compensation 253 — 253 Amortization of premiums and discounts on investment securities, net 215 — 215 Amortization of loan origination fees and costs 513 — 513 Amortization of mortgage service rights 67 — 67 Amortization of subordinated debt issuance costs 157 — 157 Net gain on sale and call of investment securities available for sale (330 ) — (330 ) Net loss on sale of fixed assets 4 — 4 Net gain on disposal of fixed assets (45 ) — (45 ) Net gain on sale of secondary market loans (116 ) — (116 ) Proceeds on sale of secondary market loans 5,231 — 5,231 Originations of secondary market loans (5,115 ) — (5,115 ) Earnings on bank-owned life insurance (509 ) — (509 ) Decrease (increase) in accrued interest receivable 576 — 576 (Decrease) increase in accrued interest payable (250 ) — (250 ) Operating lease liability payments (667 ) — (667 ) Increase in other liabilities 7,550 (789 ) 6,761 Increase in other assets (6,414 ) — (6,414 ) Net Cash Provided by Operating Activities 11,726 — 11,726 Cash Flows from Investing Activities Investment securities available-for-sale: Purchases (30,146 ) — (30,146 ) Sales 8,901 — 8,901 Maturities, calls and principal repayments 8,378 — 8,378 Investment securities held-to-maturity: — Maturities, calls and principal repayments 7,362 — 7,362 Net increase in loans (26,028 ) — (26,028 ) Purchase of bank-owned life insurance (5,000 ) — (5,000 ) Net decrease (increase) in restricted stock 1,507 — 1,507 Purchases of property and equipment (300 ) — (300 ) Net Cash Used in Investing Activities (35,326 ) — (35,326 ) Cash Flows from Financing Activities Net (decrease) increase in deposits (62,905 ) — (62,905 ) Proceeds for long-term borrowings 25,000 — 25,000 Repayment of long-term borrowings (28,000 ) — (28,000 ) Repayment of other borrowed money (50 ) — (50 ) (Decrease) increase in advances from borrowers for taxes and insurance (20 ) — (20 ) Acquisition of treasury stock (2,529 ) — (2,529 ) Net Cash (Used in) Provided by Financing Activities (68,504 ) — (68,504 ) Net (Decrease) Increase in Cash and Cash Equivalents (92,104 ) — (92,104 ) Cash and Cash Equivalent - Beginning 153,543 — 153,543 Cash and Cash Equivalent - Ending $ 61,439 $ — $ 61,439 Supplementary Cash Flows Information Interest paid $ 17,347 $ — $ 17,347 Income taxes paid $ 1,477 $ — $ 1,477 Impact of ASC 842 adoption: Right-of-use asset $ 3,279 $ — $ 3,279 Operating lease liability $ 3,279 $ — $ 3,279 Note 3B - Restatement of Previously Issued Consolidated Financial Statements (September 30, 2019) The prior period restatement related to fiscal year ended September 30, 2019 is related to two commercial loan participation agreements that were partial participation sales, originated by Malvern Bank and sold to other financial institutions. Upon further review of the two agreements for compliance with FASB ASC 860-10-40, which relates to sale accounting treatment of participation interests, it was determined that the two agreements should have been recorded as secured borrowing arrangements. The related balance sheet adjustment for treating such participation interests as secured borrowing arrangements as of September 30, 2019 is to gross up “Loans Receivable” by approximately $4.3 million and to record a “Secured Borrowing” of approximately $4.3 million. The related income statement adjustment for treating such participation interests as secured borrowing arrangements for the year ended September 30, 2019 is to increase interest income on loans and interest expense on long-term borrowings by approximately $180,000. Net income for the year ended September 30, 2019 does not change due to the adjustments. The related statement of cash flows adjustment for treating such participation interests as secured borrowing arrangements for the year ended September 30, 2019 is to decrease the “Net increase on loans” and to increase the “Repayment of other borrowed money” by approximately $25,000, which is the change in balance of the secured borrowings from the year ended September 30, 2018 to the year ended September 30, 2019. Malvern Bancorp, Inc. and Subsidiaries Consolidated Statements of Financial Condition September 30, 2019 (As Previously Reported on Form 10-K) Adjustments 2019 (As Restated) (Dollars in thousands, except share data) Assets Cash and due from depository institutions $ 1,400 $ — $ 1,400 Interest bearing deposits in depository institutions 152,143 — 152,143 Cash and Cash Equivalents 153,543 — 153,543 Investment securities available for sale, at fair value (amortized cost of $18,522) 18,411 — 18,411 Investment securities held to maturity, at cost (fair value of $22,609) 22,485 — 22,485 Restricted stock, at cost 11,129 — 11,129 Loans receivable, net of allowance for loan losses of $10,095 1,007,714 4,275 1,011,989 Other real estate owned 5,796 — 5,796 Accrued interest receivable 4,253 — 4,253 Property and equipment, net 6,678 — 6,678 Deferred income taxes, net 2,840 — 2,840 Bank-owned life insurance 19,891 — 19,891 Other assets 12,482 — 12,482 Total Assets $ 1,265,222 $ 4,275 $ 1,269,497 Liabilities and Shareholders’ Equity Liabilities Deposits: Deposits-noninterest-bearing $ 55,684 $ — $ 55,684 Deposits-interest-bearing 898,127 — 898,127 Total Deposits 953,811 — 953,811 FHLB advances 133,000 — 133,000 Secured borrowing — 4,275 4,275 Subordinated debt 24,619 — 24,619 Advances from borrowers for taxes and insurance 1,761 — 1,761 Accrued interest payable 978 — 978 Other liabilities 8,545 — 8,545 Total Liabilities 1,122,714 4,275 1,126,989 Commitments and Contingencies — — — Shareholders’ Equity Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued — — — Common stock, $0.01 par value, 50,000,000 shares authorized, 7,782,258 and 7,765,395 shares issued and outstanding, respectively 78 — 78 Additional paid-in-capital 84,783 — 84,783 Retained earnings 59,744 — 59,744 Unearned Employee Stock Ownership Plan (ESOP) shares (1,192 ) — (1,192 ) Accumulated other comprehensive loss (569 ) — (569 ) Treasury stock, at cost: 16,863 shares (336 ) — (336 ) Total Shareholders’ Equity 142,508 — 142,508 Total Liabilities and Shareholders’ Equity $ 1,265,222 $ 4,275 $ 1,269,497 Malvern Bancorp, Inc. and Subsidiaries Consolidated Statements of Operations Year Ended September 30, 2019 (As Previously Reported on Form 10-K) Adjustments 2019 (As Restated) (Dollars in thousands, except share data) Interest and Dividend Income Loans, including fees $ 43,574 $ 180 $ 43,754 Investment securities, taxable 982 — 982 Investment securities, tax-exempt 207 — 207 Dividends, restricted stock 627 — 627 Interest-bearing cash accounts 2,265 — 2,265 Total Interest and Dividend Income 47,655 180 47,835 Interest Expense Deposits 14,348 — 14,348 Short-term borrowings 7 — 7 Long-term borrowings 2,693 180 2,873 Subordinated debt 1,532 — 1,532 Total Interest Expense 18,580 180 18,760 Net Interest Income 29,075 — 29,075 Provision for Loan Losses 2,379 — 2,379 Net Interest Income after Provision for Loan Losses 26,696 — 26,696 Other Income Service charges and other fees 1,796 — 1,796 Rental income 243 — 243 Net gains on sale and call of investments 28 — 28 Net gains on sale of loans 37 — 37 Earnings on bank-owned life insurance 488 — 488 Total Other Income 2,592 — 2,592 Other Expense Salaries and employee benefits 8,541 — 8,541 Occupancy expense 2,256 — 2,256 Federal deposit insurance premium 221 — 221 Advertising 107 — 107 Data processing 1,024 — 1,024 Professional fees 1,799 — 1,799 Other real estate owned expense, net 192 — 192 Pennsylvania shares tax 431 — 431 Other operating expenses 2,916 — 2,916 Total Other Expenses 17,487 — 17,487 Income before income tax expense 11,801 — 11,801 Income tax expense 2,469 — 2,469 Net Income $ 9,332 $ — $ 9,332 Earnings Per Common Share: Basic $ 1.22 $ — $ 1.22 Diluted $ 1.22 $ — $ 1.22 Weighted Average Common Shares Outstanding Basic 7,638,866 — 7,638,866 Diluted 7,639,166 — 7,639,166 Malvern Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows Year Ended September 30, 2019 (As Previously Reported on Form 10-K) Adjustments 2019 (As Restated) (In thousands) Cash Flows from Operating Activities Net income $ 9,332 $ — $ 9,332 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 761 — 761 Provision for loan losses 2,379 — 2,379 Deferred income taxes (benefit) expense 231 — 231 ESOP expense 289 — 289 Stock based compensation 209 — 209 Amortization of premiums and discounts on investment securities, net 275 — 275 Amortization of loan origination fees and costs 183 — 183 Amortization of mortgage service rights 45 — 45 Amortization of subordinated debt issuance costs 158 — 158 Net gain on sale and call of investment securities available for sale (28 ) — (28 ) Net gain on sale of secondary market loans (37 ) — (37 ) Proceeds on sale of secondary market loans 2,867 — 2,867 Originations of secondary market loans (2,830 ) — (2,830 ) Earnings on bank-owned life insurance (488 ) — (488 ) Decrease (increase) in accrued interest receivable (453 ) — (453 ) (Decrease) increase in accrued interest payable 194 — 194 Increase in other liabilities 6,630 — 6,630 Increase in other assets (9,476 ) — (9,476 ) Net Cash Provided by Operating Activities 10,241 — 10,241 Cash Flows from Investing Activities Investment securities available-for-sale: Purchases (17,890 ) — (17,890 ) Sales 2,055 — 2,055 Maturities, calls and principal repayments 22,092 — 22,092 Investment securities held-to-maturity: Maturities, calls and principal repayments 7,385 — 7,385 Proceeds from sale of loans 384 — 384 Net increase in loans (114,320 ) 25 (114,295 ) Net decrease (increase) in restricted stock (2,592 ) — (2,592 ) Purchases of property and equipment (258 ) — (258 ) Net Cash Used in Investing Activities (103,144 ) 25 (103,119 ) Cash Flows from Financing Activities Net (decrease) increase in deposits 179,648 — 179,648 Proceeds for long-term borrowings 70,000 — 70,000 Repayment of long-term borrowings (55,000 ) — (55,000 ) Repayment of other borrowed money (2,500 ) (25 ) (2,525 ) (Decrease) increase in advances from borrowers for taxes and insurance 456 — 456 Net proceeds from issuance of common stock 23,344 — 23,344 Acquisition of treasury stock (336 ) — (336 ) Net Cash (Used in) Provided by Financing Activities 215,612 (25 ) 215,587 Net (Decrease) Increase in Cash and Cash Equivalents 122,709 — 122,709 Cash and Cash Equivalent - Beginning 30,834 — 30,834 Cash and Cash Equivalent - Ending $ 153,543 $ — $ 153,543 Supplementary Cash Flows Information Interest paid $ 18,386 $ — $ 18,386 Non-cash transfer to other real estate owned $ 5,796 $ — $ 5,796 Non-cash transfer of loans to loans held for sale $ 367 $ — $ 367 Income taxes paid $ 1,367 $ — $ 1,367 |