Segment Information | 1 4 . SEGMENT INFORMATION The Company reports its activities in one of two business segments, namely Envision Bank (“EB”) and Envision Mortgage (“EM”). Envision Bank operations primarily consist of accepting deposits from customers within the communities surrounding the Bank’s five full-service branch offices and investing those funds in residential and commercial real estate loans, home equity lines of credit, construction loans, commercial and industrial loans, and consumer loans. Envision Mortgage’s operations primarily consist of the origination and sale of residential mortgage loans and the servicing of loans sold to government-sponsored entities. A portion of the loans originated by Envision Mortgage are held in the loan portfolio of Envision Bank. Segment information as of and for the three and six months ended June 30, 2022 follows: For the Three Months Ended June 30, 2022 Envision Bank Envision Mortgage Consolidated Total (in thousands) Net interest income $ 5,741 $ 270 $ 6,011 Provision for loan losses 269 — 269 Net interest income after provision for loan losses 5,472 270 5,742 Non-interest income: Customer service fees 365 7 372 Gain on loan origination and sale activities, net (1) — 1,920 1,920 Mortgage servicing fees, net (240 ) 749 509 Other 369 91 460 Total non-interest income 494 2,767 3,261 Non-interest expenses: Salaries and employee benefits 1,831 2,583 4,414 Occupancy and equipment 447 112 559 Other non-interest expenses 1,357 1,154 2,511 Total non-interest expenses 3,635 3,849 7,484 Income (loss) before income taxes and elimination of inter-segment profit $ 2,331 $ (812 ) 1,519 Elimination of inter-segment profit (1,436 ) Income before income taxes 83 Income tax expense (benefit) (165 ) Net income $ 248 Total assets, June 30, 2022 $ 718,602 $ 56,151 $ 774,753 For the Six Months Ended June 30, 2022 Envision Bank Envision Mortgage Consolidated Total (in thousands) Net interest income $ 10,751 $ 527 $ 11,278 Provision for loan losses 340 — 340 Net interest income after provision for loan losses 10,411 527 10,938 Non-interest income: Customer service fees 720 17 737 Gain on loan origination and sale activities, net (1) — 3,911 3,911 Mortgage servicing fees, net (445 ) 1,302 857 Other 468 207 675 Total non-interest income 743 5,437 6,180 Non-interest expenses: Salaries and employee benefits 3,766 5,802 9,568 Occupancy and equipment 959 (35 ) 924 Other non-interest expenses 3,268 2,430 5,698 Total non-interest expenses 7,993 8,197 16,190 Income (loss) before income taxes and elimination of inter-segment profit $ 3,161 $ (2,233 ) 928 Elimination of inter-segment profit (2,163 ) Income (loss) before income taxes (1,235 ) Income tax expense (benefit) (1,248 ) Net income $ 13 (1) Before elimination of inter-segment profit. The information above was derived from the internal management reporting system used by management to measure performance of the segments. The Company’s internal transfer pricing arrangements determined by management primarily consist of the following: 1. EM’s cost of funds is based on the weighted average rate of overnight advances from the Federal Home Loan Bank of Boston (“FHLBB”) for the period. 2. EM is credited with service released premiums and a sales premium totaling 1.50% for new loans transferred to EB’s loans held for investment, and a 1.00% fee for Home Equity Line of Credit (“HELOC”) originations. This income for the three and six months ended June 30, 2022 totaled $1,436,000 and $2,163,000, respectively. 3. Loan servicing fees are charged to EB by EM based on the number of residential mortgage loans held in portfolio at a rate of 0.14% per annum and amounted to $240,000 and $445,000 for the three and six months ended June 30, 2022 4. Certain cost centers provide services to both business segments. The cost centers include Finance, Marketing, IT and Administration. Costs which are common to both business segments are referred to as “indirect costs” and are allocated using relevant benchmarks, e.g. headcount, number of accounts, etc. Segment information as of and for the three and six months ended June 30, 2021 follows: For the Three Months Ended June 30, 2021 Envision Bank Envision Mortgage Consolidated Total (in thousands) Net interest income $ 4,535 $ 664 $ 5,199 Provision (credit) for loan losses (27 ) — (27 ) Net interest income after provision (credit) for loan losses 4,562 664 5,226 Non-interest income: Customer service fees 393 26 419 Gain on loan origination and sale activities, net (1) — 6,558 6,558 Mortgage servicing fees, net (94 ) 475 381 Other 158 118 276 Total non-interest income 457 7,177 7,634 Non-interest expenses: Salaries and employee benefits 1,746 5,564 7,310 Occupancy and equipment 407 214 621 Other non-interest expenses 1,265 1,431 2,696 Total non-interest expenses 3,418 7,209 10,627 Income before income taxes and elimination of inter-segment profit $ 1,601 $ 632 2,233 Elimination of inter-segment profit (818 ) Income before income taxes 1,415 Income tax expense (benefit) (162 ) Net income $ 1,577 Total assets, June 30, 2021 $ 608,686 $ 135,456 $ 744,142 For the Six Months Ended June 30, 2021 Envision Bank Envision Mortgage Consolidated Total (in thousands) Net interest income $ 8,736 $ 1,554 $ 10,290 Provision (credit) for loan losses (240 ) — (240 ) Net interest income after provision (credit) for loan losses 8,976 1,554 10,530 Non-interest income: Customer service fees 733 53 786 Gain on loan origination and sale activities, net (1) — 18,232 18,232 Mortgage servicing fees, net (189 ) 1,349 1,160 Other 309 251 560 Total non-interest income 853 19,885 20,738 Non-interest expenses: Salaries and employee benefits (2) 3,548 12,199 15,747 Occupancy and equipment 851 514 1,365 Other non-interest expenses 2,349 3,117 5,466 Total non-interest expenses 6,748 15,830 22,578 Income before income taxes and elimination of inter-segment profit $ 3,081 $ 5,609 8,690 Elimination of inter-segment profit (1,499 ) Income before income taxes 7,191 Income tax expense 1,502 Net income $ 5,689 (1) Before elimination of inter-segment profit. The information above was derived from the internal management reporting system used by management to measure performance of the segments. The Company’s internal transfer pricing arrangements determined by management primarily consist of the following: 1. EM’s cost of funds is based on the weighted average rate of overnight advances from the FHLBB for the period. 2. EM is credited with service released premiums and a sales premium totaling 1.50% for new loans transferred to EB’s loans held for investment, and a 1.00% fee for HELOC originations. This income for the three and six months ended June 30, 2021 totaled $818,000 and $1,499,000, respectively. 3. Loan servicing fees are charged to EB by EM based on the number of residential mortgage loans held in portfolio at a rate of 0.14% per annum and amounted to $94,000 and $189,000 for the three and six months ended June 30, 2021, respectively. 4. Certain cost centers provide services to both business segments. The cost centers include Finance, Marketing, IT and Administration. Costs which are common to both business segments are referred to as “indirect costs” and are allocated using relevant benchmarks, e.g. headcount, number of accounts, etc. 1 5 . DEPOSITS A summary of deposit balances, by type is as follows: June 30, 2022 December 31, 2021 (In thousands) Demand deposits $ 146,635 $ 145,666 NOW accounts 51,928 53,996 Money market deposits 98,331 90,544 Regular and other savings accounts 195,107 191,712 Brokered deposits 10 10,061 Total non-certificate accounts 492,011 491,979 Term certificates less than $250,000 80,651 85,877 Term certificates of $250,000 or more 21,351 20,235 Term certificates - brokered 47,351 40,056 Total certificate accounts 149,353 146,168 641,364 638,147 1 6 . BORROWINGS Advances consist of funds borrowed from the Federal Home Loan Bank of Boston (the “FHLB”). Maturities of advances from the FHLB as of June 30, 2022 are summarized as follows: June 30, 2022 (In thousands) 2022 $ 17,946 2023 5,000 2024 — 2025 10,000 32,946 Borrowings from the FHLB, which aggregated $32.9 million at June 30, 2022, are secured by blanket lien on qualified collateral, consisting primarily of loans with first mortgages secured by one- to four-family properties, certain commercial loans and qualified mortgage-backed government securities. The interest rates on FHLB advances ranged from 0.45% to 1.70%, and the weighted average interest rate on FHLB advances was 1.42% at June 30, 2022. FHLB borrowings at June 30, 2022, that are long-term with an original maturity of more than one year totaled $15.0 million. 1 7 . MINIMUM CAPITAL REQUIREMENTS The Bank is subject to various capital requirements administered by the federal banking agencies. Capital adequacy guidelines and prompt corrective actions regulations involve qualitative measure of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgment by regulators. Failure to meet capital requirements can initiate regulatory action. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. Banks (Basel III rules) became effective for the Bank on January 1, 2015. Under BASEL III, community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk weighted assets to avoid being subject to limitations on capital distributions and discretionary bonuses. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following tables) of total, Tier 1 capital and common equity Tier 1 capital to risk weighted assets, and Tier 1 capital to average assets (all as defined). Management believes, as of June 30, 2022 and December 31, 2021, that the Bank met all capital adequacy requirements to which it is subject. As of June 30, 2022, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk based, common equity Tier 1 and Tier 1 leverage ratios as set forth in the following tables. There are no conditions or events since the notification that management believes have changed the Bank’s category. The Bank’s actual and minimum capital amounts and ratios, exclusive of the capital conservation buffer, are presented in the following table: Minimum To Be Well For Minimum Capitalized Under Capital Prompt Corrective Actual Adequacy Purposes Action Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in thousands) June 30, 2022 Total capital (to risk weighted assets) $ 91,308 15.3 % $ 47,735 8.0 % $ 59,668 10.0 % Tier 1 capital (to risk weighted assets) 83,941 14.1 35,801 6.0 47,735 8.0 Common equity Tier 1 capital (to risk weighted assets) 83,941 14.1 26,851 4.5 38,784 6.5 Tier 1 capital (to average assets) 83,941 11.1 30,169 4.0 37,711 5.0 December 31, 2021 Total capital (to risk weighted assets) $ 100,180 17.4 % $ 45,956 8.0 % $ 57,445 10.0 % Tier 1 capital (to risk weighted assets) 93,288 16.2 34,467 6.0 45,956 8.0 Common equity Tier 1 capital (to risk weighted assets) 93,288 16.2 25,850 4.5 37,339 6.5 Tier 1 capital (to average assets) 93,288 12.3 30,355 4.0 37,943 5.0 1 8 . LEASES The Company recognized ROUs and operating lease liabilities totaling $1.7 million and $1.8 million at June 30, 2022 and December 31, 2021, respectively. The ROU is recognized in other assets on the Company’s Consolidated Balance Sheet and operating lease liabilities are recognized in other liabilities on the Company’s Consolidated Balance Sheet. At June 30, 2022, the Company had entered in 9 noncancelable operating lease agreements for office space and branch locations, several of which contain renewal options to extend lease payments for a period of 1 to 10 years. The Company had no financing leases outstanding and no leases with residual value guarantees. The Company’s operating lease cost was $175,000 and $208,000 for the three months ended June 30, 2022 and 2021, respectively and $345,000 and $416,000 for the six months ended June 30, 2022 and 2021, respectively. The weighted average remaining lease term for operating leases was 4.45 years and 4.50 years at June 30, 2022 and December 31, 2021, respectively, and the weighted average discount rate used in the measurement of operating lease liabilities was 1.97% and 1.99% at June 30, 2022 and December 31, 2021, respectively. The following table sets forth the undiscounted cash flows of base rent related to operating leases at June 30, 2022 with payments scheduled over the next five years and thereafter, including a reconciliation to the operating lease liability. June 30, 2022 (In thousands) 2022 $ 344 2023 486 2024 344 2025 256 2026 226 2027 95 Thereafter — Total minimum lease payments 1,751 Less: amount representing interest (70 ) Present value of future minimum lease payments 1,681 1 9 . MORTGAGE BANKING INCOME The components of gain on loan origination and sale activities and mortgage servicing fees for the three and six months ended June 30, 2022 and 2021 are as follows: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Gain on loan origination and sale activities, net (In thousands) Gain on sale of mortgages and realized gain from derivative financial instruments, net $ 632 $ 6,545 $ 3,725 $ 22,421 Net change in fair value of loans held for sale and portfolio loans accounted for at fair value 218 1,091 (1,341 ) (2,725 ) Capitalized residential mortgage loan servicing rights 160 1,476 537 4,273 Net change in fair value of derivative loan commitments and forward loan sale commitments (526 ) (3,372 ) (1,173 ) (7,236 ) Gain on loan origination and sales activities, net $ 484 $ 5,740 $ 1,748 $ 16,733 Mortgage servicing fees, net Residential mortgage loan servicing fees $ 1,259 $ 1,205 $ 2,536 $ 2,375 Amortization of residential mortgage loan servicing rights (731 ) (759 ) (1,480 ) (1,571 ) Release (provision) to the valuation allowance of mortgage loan servicing rights 286 (65 ) 421 356 Sub-servicer expenses (1) (305 ) - (620 ) - Mortgage servicing fees, net $ 509 $ 381 $ 857 $ 1,160 Total gain on loan origination and sales activities and mortgage servicing fees $ 993 $ 6,121 $ 2,605 $ 17,893 (1) Sub-servicer expenses were first incurred during the third quarter of 2021, due to the conversion of the Company’s mortgage loan servicing portfolio. Previously, all expenses related to servicing mortgage loans serviced for others were included in non-interest expenses. 20 . TRANSACTION WITH HOMETOWN FINANCIAL GROUP, INC. On March 28, 2022, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with Hometown Financial Group, MHC, Hometown Financial Group, Inc. (“Hometown”), and Hometown Financial Acquisition Corp. (“Merger Sub”). Pursuant to the merger agreement, Merger Sub will be merged with and into the Company, with the Company as the surviving corporation (the “merger”). Immediately after the merger, the Company will be merged with and into Hometown as the surviving corporation (the “second step merger”). Immediately following the second step merger, the Bank will merge with and into Abington Bank, the wholly-owned subsidiary of Hometown, with Abington Bank as the surviving entity. On June 29, 2022, the shareholders of Randolph Bancorp, Inc. voted to approve the transaction. The consummation of the merger is now subject to customary closing conditions, including receipt of regulatory approvals. The merger is expected to be completed in the fourth quarter of 2022. |