Hanover Bancorp (HNVR) 10-Q 2022 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File No. 333-252262

HANOVER BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York	81-3324480
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

80 East Jericho Turnpike, Mineola, NY 11501

(Address of Principal Executive Offices) (Zip Code)

(516) 548-8500

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

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 ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒    No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
	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 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐   No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 par value	5,828,203 Shares
(Title of Class)	(Outstanding as of February 7, 2022)

HANOVER BANCORP, INC.

Form 10-Q

For the Quarterly Period Ended December 31, 2021

Table of Contents

		Page
	PART I
Item 1.	Financial Statements
	Consolidated Statements of Financial Condition as of December 31, 2021 (unaudited) and September 30, 2021	3
	Consolidated Statements of Income (unaudited) for the Three Months Ended December 31, 2021 and 2020	4
	Consolidated Statements of Comprehensive Income (unaudited) for the Three Months Ended December 31, 2021 and 2020	5
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three Months Ended December 31, 2021 and 2020	6
	Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended December 31, 2021 and 2020	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
	PART II
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
	Signatures	36

2

PART I

ITEM 1. – FINANCIAL STATEMENTS

HANOVER BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands, except share amounts)

	December 31, 2021			September 30, 2021
	(unaudited)
ASSETS
Cash and non-interest-bearing deposits due from banks	$	7,794		$	8,302
Interest-bearing deposits due from banks		106,973			142,950
Federal funds sold		184			15,292
Total cash and cash equivalents		114,951			166,544
Securities:
Held to maturity (fair value of $5,008 and $8,865, respectively)		4,834			8,611
Available for sale, at fair value		7,536			7,747
Total securities		12,370			16,358
Loans held for investment		1,277,434			1,247,125
Allowance for loan losses		(9,386	)		(8,552	)
Loans held for investment, net		1,268,048			1,238,573
Premises and equipment, net		14,895			15,003
Accrued interest receivable		8,858			9,363
Prepaid pension		4,233			4,233
Stock in Federal Home Loan Bank, at cost		4,057			3,714
Goodwill		19,168			19,168
Other intangible assets		459			480
Loan servicing rights		3,741			3,690
Deferred income taxes		3,025			3,558
Other assets		4,375			3,957
TOTAL ASSETS	$	1,458,180		$	1,484,641
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest-bearing demand	$	190,724		$	191,537
Savings, NOW and money market		659,144			595,289
Time		326,883			377,836
Total deposits		1,176,751			1,164,662
Borrowings		113,274			159,642
Subordinated debentures		24,504			24,513
Accrued interest payable		879			1,290
Other liabilities		13,393			12,005
TOTAL LIABILITIES		1,328,801			1,362,112
COMMITMENTS AND CONTINGENT LIABILITIES		-0			-0
STOCKHOLDERS' EQUITY
Preferred stock (par value $0.01; 15,000,000 shares authorized; 0ne issued)		0			0
Common stock (par value $0.01; 17,000,000 shares authorized; issued and outstanding 5,562,799 and 5,563,426, respectively)		56			56
Surplus		97,505			97,246
Retained earnings		31,508			24,971
Accumulated other comprehensive income, net of tax		310			256
TOTAL STOCKHOLDERS' EQUITY		129,379			122,529
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,458,180		$	1,484,641

See accompanying notes to unaudited consolidated financial statements.

3

HANOVER BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in thousands, except per share amounts)

	Three Months Ended December 31,
	2021		2020
INTEREST INCOME
Loans	$	16,381	$	9,258
Taxable securities		154		173
Federal funds sold		1		0
Other interest income		80		66
Total interest income		16,616		9,497
INTEREST EXPENSE
Savings, NOW and money market deposits		366		117
Time deposits		491		1,454
Borrowings		490		599
Total interest expense		1,347		2,170
Net interest income		15,269		7,327
Provision for loan losses		900		100
Net interest income after provision for loan losses		14,369		7,227
NON-INTEREST INCOME
Loan servicing and fee income		690		83
Service charges on deposit accounts		63		15
Gain on sale of loans held-for-sale		1,492		181
Other income		130		7
Total non-interest income		2,375		286
NON-INTEREST EXPENSE
Salaries and employee benefits		4,939		3,108
Occupancy and equipment		1,413		1,171
Data processing		366		245
Advertising and promotion		33		48
Acquisition costs		0		145
Professional fees		499		412
Other expenses		1,014		461
Total non-interest expense		8,264		5,590
Income before income tax expense		8,480		1,923
Income tax expense		1,943		404
NET INCOME	$	6,537	$	1,519
EARNINGS PER COMMON SHARE - BASIC	$	1.18	$	0.36
EARNINGS PER COMMON SHARE - DILUTED	$	1.16	$	0.36

See accompanying notes to unaudited consolidated financial statements.

4

HANOVER BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands)

	Three Months Ended December 31,
	2021		2020
Net income	$	6,537	$	1,519
Other comprehensive income, net of tax:
Change in unrealized gain on securities available for sale arising during the period, net of tax of $18 and $45, respectively		54		167
Total other comprehensive income, net of tax		54		167
Total comprehensive income, net of tax	$	6,591	$	1,686

See accompanying notes to unaudited consolidated financial statements.

5

HANOVER BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands, except share data)

	Three Months Ended December 31, 2021
	Common Stock (Shares)			Common Stock		Surplus		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Beginning balance as of October 1, 2021		5,563,426		$	56	$	97,246	$	24,971	$	256	$	122,529
Net income		-			0		0		6,537		0		6,537
Other comprehensive income, net of tax		-			0		0		0		54		54
Stock-based compensation		(3,011	)		0		217		0		0		217
Issuance of common stock in lieu of directors’ fees		2,384			0		42		0		0		42
Ending balance as of December 31, 2021		5,562,799		$	56	$	97,505	$	31,508	$	310	$	129,379

	Three Months Ended December 31, 2020
	Common Stock (Shares)		Common Stock		Surplus		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Beginning balance as of October 1, 2020		4,175,144	$	42	$	63,725	$	14,120	$	156	$	78,043
Net income		-		0		0		1,519		0		1,519
Other comprehensive income, net of tax		-		0		0		0		167		167
Stock-based compensation		7,390		0		229		0		0		229
Issuance of common stock		3,000		0		66		0		0		66
Ending balance as of December 31, 2020		4,185,534	$	42	$	64,020	$	15,639	$	323	$	80,024

See accompanying notes to unaudited consolidated financial statements.

6

HANOVER BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

	Three Months Ended December 31,
	2021			2020
Cash flows from operating activities:
Net income	$	6,537		$	1,519
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for loan losses		900			100
Depreciation and amortization		397			344
Originations of loans held for sale		0			(12,279	)
Proceeds from sales of loans held for sale		0			8,286
Net gain on sale of loans		(1,492	)		(181	)
Stock-based compensation		217			229
Net accretion of premiums, discounts and loan fees and costs		(1,640	)		(105	)
Amortization of intangible assets		21			1
Amortization of debt issuance costs		22			30
Loan servicing rights valuation adjustments		117			11
Deferred tax expense		526			0
Decrease in accrued interest receivable		505			165
Decrease (increase) in other assets		(597	)		827
Increase (decrease) in accrued interest payable		(411	)		180
Increase in other liabilities		1,357			716
Net cash provided by (used in) operating activities		6,459			(157	)
Cash flows from investing activities:
Purchases of securities available for sale		0			(1,200	)
Purchases of restricted securities		(1,081	)		0
Principal repayments of securities held to maturity		3,775			720
Principal repayments of securities available for sale		275			9
Redemptions of restricted securities		738			469
Proceeds from sales of loans		36,704			334
Net increase in loans		(64,330	)		(3,919	)
Purchases of premises and equipment		(289	)		(514	)
Net cash used in investing activities		(24,208	)		(4,101	)
Cash flows from financing activities:
Net increase in deposits		12,437			23,556
Advances of term FHLB borrowings		20,000			0
Repayments of Federal Home Loan Bank advances		(14,000	)		(10,390	)
Repayments of Federal Reserve Bank borrowings		(52,323	)		(250	)
Proceeds from issuance of subordinated debentures, net of issuance costs		0			24,455
Repayment of note payable		0			(15,000	)
Net proceeds from issuance of common stock		42			66
Net cash provided by (used in) financing activities		(33,844	)		22,437
Net increase (decrease) in cash and cash equivalents		(51,593	)		18,179
Cash and cash equivalents, beginning of period		166,544			80,209
Cash and cash equivalents, end of period	$	114,951		$	98,388
Supplemental cash flow information:
Interest paid	$	1,758		$	1,990
Income taxes paid		0			36
Supplemental non-cash disclosure:
Transfers from portfolio loans to loans held-for-sale	$	35,212		$	334

See accompanying notes to unaudited consolidated financial statements.

7

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION, RISKS AND UNCERTAINTIES, ACCOUNTING POLICIES AND RECENT ACCOUNTING DEVELOPMENTS

Hanover Bancorp, Inc. (the “Company”), is a New York corporation which became the holding company for Hanover Community Bank (the “Bank”) in 2016. The Bank, headquartered in Mineola, New York, is a New York State chartered bank. The Bank commenced operations on November 4, 2008 and is a full-service bank providing personal and business lending and deposit services. As a New York State chartered, non-Federal Reserve member bank, the Bank is subject to regulation by the New York State Department of Financial Services (“DFS”) and the Federal Deposit Insurance Corporation. The Company is subject to regulation and examination by the Board of Governors of the Federal Reserve System (the “FRB”).

Basis of Presentation

In the opinion of the Company’s management, the preceding unaudited interim consolidated financial statements contain all adjustments, consisting of normal accruals, necessary for a fair presentation of the Company’s consolidated statement of financial condition as of December 31, 2021, its consolidated statements of income for the three months ended December 31, 2021 and 2020, its consolidated statements of comprehensive income for the three months ended December 31, 2021 and 2020, its consolidated statements of changes in stockholders’ equity for the three months ended December 31, 2021 and 2020 and its consolidated statements of cash flows for the three months ended December 31, 2021 and 2020. Certain prior period amounts have been reclassified to conform to the current period presentation.

In addition, the preceding unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, as well as in accordance with predominant practices within the banking industry. They do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. The results of operations for the three months ended December 31, 2021 are not necessarily indicative of the results of operations to be expected for the remainder of the year. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021.

All material intercompany accounts and transactions have been eliminated in consolidation. Unless the context otherwise requires, references herein to the Company include the Company and the Bank on a consolidated basis.

Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The COVID-19 pandemic has adversely affected local, national and global economic activity. Various actions taken to help mitigate the spread of COVID-19 included restrictions on travel, quarantines and government-mandated closures of various businesses. The outbreak caused significant disruptions to the economy and disrupted banking and other financial activity in the areas in which the Company operates.

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in March 2020 to, among other things, provide emergency assistance to individuals, families and businesses affected by the COVID-19 pandemic. The ongoing effects of the COVID-19 pandemic may materially and adversely affect the Company’s financial condition and results of operations in future periods, and it is unknown what the complete financial impact will be to the Company. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the coronavirus, the new “waves” of COVID-19 infections, the spread of new variants of the virus, and the distribution of vaccines and vaccination rates, among others. It is possible that estimates made in the financial statements could be materially and adversely impacted due to these conditions.

Accounting Policies

Allowance for Loan Losses – The Company considers the determination of the allowance for loan losses its most critical accounting policy, practice, and use of estimates. The Company uses available information to recognize probable and reasonably estimable losses on loans. Future additions to the allowance may be necessary based upon changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance. The allowance for loan losses is increased by a provision for loan losses charged against income and is decreased by charge-offs, net of recoveries. Loan losses are recognized in the period the loans, or portion thereof, are deemed uncollectible. The adequacy of the allowance to cover any inherent loan losses in the portfolio is evaluated on a quarterly basis.

Loans and Loan Interest Income Recognition - Loans that the Company has the intent and ability to hold for the foreseeable future or until maturity or payoff, are reported at the principal balance outstanding, net of purchase premiums and discounts, deferred loan fees and costs and an allowance for loan losses. The loan portfolio is segmented into residential real estate, multi-family, commercial real estate, commercial and industrial, construction and land development, and consumer loans.

Interest income on loans is accrued and credited to income as earned. Net loan origination fees and costs are deferred and accreted/amortized to interest income over the loan’s contractual life using the level-yield method, adjusted for actual prepayments.

Loans that are acquired are initially recorded at fair value with no carryover of the related allowance for loan losses. After acquisition, losses are recognized through the allowance for loan losses. Determining the fair value of the loans involves estimating the amount and timing of expected principal and interest cash flows to be collected on the loans and discounting those cash flows at a market interest rate. At December 31, 2021 and September 30, 2021, the Company had loans totaling $5.5 million and $10.2 million, respectively, which at the time of acquisition, showed evidence of credit deterioration since origination.

8

Loans Held for Sale - Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or estimated fair value as determined by outstanding commitments from investors. Periodically, the Company originates various residential mortgage loans for sale to investors generally on a servicing released basis. The sale of such loans is generally arranged through a master commitment on a best-efforts basis. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Premiums, discounts, origination fees and costs on loans held for sale are deferred and recognized as a component of the gain or loss on sale. Gains and losses on sales of loans held for sale are included in other income, recognized on settlement date and are determined to be the difference between the sale proceeds and the carrying value of the loans. These transactions are accounted for as sales based on satisfaction of the criteria for such accounting which provides that, as transferor, the Company has surrendered control of the loans.

For liquidity purposes generally, there are instances when loans originated with the intent to hold in the portfolio are subsequently transferred to loans held for sale. At transfer, they are carried at the lower of cost or fair value.

Recent Accounting Developments

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments introduce an impairment model that is based on current expected credit losses (“CECL”), rather than incurred losses, to estimate credit losses on certain types of financial instruments (i.e. loans and held to maturity securities), including certain off-balance sheet financial instruments (i.e. commitments to extend credit and standby letters of credit that are not unconditionally cancellable). The CECL standard should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments, over the contractual term. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. Financial instruments with similar risk characteristics may be grouped together when estimating credit losses. The allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination that are measured at amortized cost basis is determined in a similar manner to other financial assets measured at amortized cost basis; however, the initial estimate of expected credit loss would be recognized through an allowance for credit losses with an offset (i.e. increase) to the purchase price at acquisition. Only subsequent changes in the allowance for credit losses are recorded as provision for loan losses for these assets. The ASU also amends the current available for sale security impairment model for debt securities whereby credit losses relating to available for sale debt securities should be recorded through an allowance for credit losses. The amendments will be applied through a modified retrospective approach, resulting in a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As the Company is a smaller-reporting company under SEC regulations, the Company will adopt CECL on October 1, 2023 and the future adoption of this ASU may have a material effect on the Company’s consolidated financial statements.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases. The amendments in this update primarily replace the existing accounting requirements for operating leases for lessees. Lessee accounting requirements for finance leases and lessor accounting requirements for operating leases and sales type and direct financing leases (sales-type and direct financing leases were both previously referred to as capital leases) are largely unchanged. The amendments require the lessee of an operating lease to record a balance sheet gross-up upon lease commencement by recognizing a right-of-use asset and lease liability equal to the present value of the lease payments. The right-of-use asset and lease liability should be derecognized in a manner that effectively yields a straight-line lease expense over the lease term. In addition to the changes to the lessee operating lease accounting requirements, the amendments also change the types of costs that can be capitalized related to a lease agreement for both lessees and lessors. The amendments also require additional disclosures for all lease types for both lessees and lessors. The FASB has subsequently issued additional ASUs intended to clarify guidance, provide implementation support, and provide an additional transition election. The amendments are effective on October 1, 2022, with early adoption permitted. The amendments must be applied on a modified retrospective basis, and we anticipate selecting the transition option that will allow us to record a cumulative adjustment as of the adoption date. We are assessing our current population of lease contracts and upon adoption, our balance sheet will include a right-of-use asset and lease liability for our operating leases where we are the lessee, which primarily include our facilities leases. We do not anticipate the adoption of these amendments will have a material impact to our consolidated financial statements. We plan to adopt these amendments on October 1, 2022 and expect to use the modified retrospective approach as currently required.

9

2. BUSINESS COMBINATIONS

On May 26, 2021, the Company completed its previously announced acquisition of Savoy Bank pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 27, 2020, as amended, between the Company, the Bank and Savoy. Pursuant to the Merger Agreement, Savoy was merged with and into the Bank, with the Bank surviving, in a two-step transaction (collectively, the “Merger”).

The purchase price in the transaction was based upon the tangible book values of each of the Company and Savoy as of April 30, 2021 and calculated in accordance with the terms of the Merger Agreement. At the effective time of the Merger (the “Effective Time”), each share of Savoy common stock, $1.00 par value (“Savoy Common Stock”) was converted into the right to receive (i) $3.246 in cash and (ii) 0.141 shares of the Company’s common stock. The final aggregate purchase price was $65.5 million, or $6.49 per Savoy share.

A preliminary summary of the fair value of assets received and liabilities assumed are as follows:

(in thousands)	As Recorded by Savoy		Fair Value Adjustments				As Recorded by Hanover
Assets
Cash and due from banks	$	59,155	$	0			$	59,155
Investment securities available-for-sale		239		0				239
Loans held for sale		3,883		0				3,883
Loans held for investment		569,251		8,612		(a)		577,863
Premises and equipment, net		234		(22	)	(b)		212
Core deposit intangible		0		490		(c)		490
Accrued interest receivable		5,171		(650	)	(d)		4,521
Other assets		10,432		(2,925	)	(e)		7,507
Total assets acquired	$	648,365	$	5,505				653,870
Liabilities
Deposits	$	340,215	$	2,527		(f)		342,742
Borrowings		258,247		301		(g)		258,548
Accrued interest payable		1,050		0				1,050
Other liabilities and accrued expenses		3,817		(342	)	(h)		3,475
Total liabilities assumed	$	603,329	$	2,486				605,815
Net assets acquired								48,055
Total consideration								65,512
Goodwill							$	17,457

(a) Represents the fair value adjustments on net book value of loans, which includes an interest rate mark and credit mark adjustment, the write-off of deferred fees/costs and premiums and the elimination of Savoy’s allowance for loan losses.

(b) Represents the fair value adjustments to reflect the fair value of premises and equipment.

(c) Represents the fair value of core deposit intangible recorded, which will be amortized on an accelerated basis over the estimated average life of the deposit base.

(d) Represents an adjustment to accrued interest receivable acquired.

(e) Represents an adjustment to other assets acquired. The largest adjustment was the net deferred tax assets resulting from the fair value adjustment related to the acquired assets, liabilities assumed, and identifiable intangible assets recorded.

(f) Represents the fair value adjustments on time deposits, which will be treated as a reduction of interest expense over the remaining term of the time deposits.

(g) Represents the fair value adjustments on an FHLB borrowing, which will be treated as a reduction to interest expense over the life of the borrowing.

(h) Represents an adjustment to other liabilities assumed.

A summary of total consideration paid is as follows:

(in thousands, except share data)
Common stock issued (1,357,567 shares issued)	$	32,521
Cash payments to common shareholders		32,991
Total consideration paid	$	65,512

With the Savoy acquisition, the Company significantly expanded its commercial banking and Small Business Administration (“SBA”) lending capabilities. NaN of the goodwill associated with this acquisition is deductible for income tax purposes. All goodwill related to this acquisition was allocated to the Company’s only reporting unit, which is the Company as a whole.

The estimated fair values are subject to refinement for up to one year after the closing date of the acquisition as additional information regarding closing date fair value becomes available. During this one-year period, the causes of any changes in cash flow estimates are considered to determine whether the change results from circumstances that existed at the acquisition date or if the change results from an event that occurred after the acquisition date.

10

The Company has determined the above noted acquisition constitutes a business combination as defined by ASC Topic 805, which establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired and the liabilities assumed. The Company has recorded the assets purchased and liabilities assumed at their estimated fair value in accordance with ASC Topic 805.

The following is a summary of the loans accounted for in accordance with ASC 310-30 that were acquired in the Savoy acquisition as of the merger date:

(in thousands)
Contractually required principal and interest at acquisition	$	14,416
Contractual cash flows not expected to be collected (non-accretable discount)		(3,467	)
Expected cash flows at acquisition		10,949
Interest component of expected cash flows (accretable discount)		(540	)
Fair value of acquired purchased credit impaired loans	$	10,409

3. EARNINGS PER COMMON SHARE

Basic earnings per common share is computed based on the weighted-average number of shares outstanding. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options. For periods in which a loss is reported, the impact of stock options is not considered as the result would be antidilutive.

The computation of earnings per common share for the three months ended December 31, 2021 and 2020 follows. There were 0 stock options that were antidilutive for the three months ended December 31, 2021 and 2020.

	Three Months Ended December 31,
	2021		2020
(in thousands, except share and per share data)
Basic earnings per common share
Net income	$	6,537	$	1,519
Weighted average common shares outstanding		5,562,939		4,180,936
Basic earnings per common share	$	1.18	$	0.36
Diluted earnings per common share
Net income	$	6,537	$	1,519
Weighted average common shares outstanding for basic earnings per common share		5,562,939		4,180,936
Add: dilutive effects of assumed exercises of stock options		95,489		64,860
Average shares and dilutive potential common shares		5,658,428		4,245,796
Diluted earnings per common share	$	1.16	$	0.36

11

4. SECURITIES

At the time of purchase of a security, the Company designates the security as either available for sale or held to maturity, depending upon investment objectives, liquidity needs and intent.

The following table summarizes the amortized cost and fair value of securities available for sale and securities held to maturity at December 31, 2021 and September 30, 2021 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income:

	December 31, 2021
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale:
U.S. GSE residential mortgage-backed securities	$	439	$	78	$	(2	)	$	515
Corporate bonds		6,700		321		0			7,021
Total available for sale securities	$	7,139	$	399	$	(2	)	$	7,536
Held to maturity:
U.S. GSE residential mortgage-backed securities	$	2,154	$	48	$	0		$	2,202
U.S. GSE commercial mortgage-backed securities		2,680		126		0			2,806
Total held to maturity securities		4,834		174		0			5,008
Total investment securities	$	11,973	$	573	$	(2	)	$	12,544

	September 30, 2021
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available for sale:
U.S. GSE residential mortgage-backed securities	$	722	$	112	$	(1	)	$	833
Corporate bonds		6,700		214		0			6,914
Total available for sale securities	$	7,422	$	326	$	(1	)	$	7,747
Held to maturity:
U.S. GSE residential mortgage-backed securities	$	2,417	$	74	$	0		$	2,491
U.S. GSE commercial mortgage-backed securities		2,694		175		0			2,869
Corporate bonds		3,500		9		(4	)		3,505
Total held to maturity securities		8,611		258		(4	)		8,865
Total investment securities	$	16,033	$	584	$	(5	)	$	16,612

All of the Company’s securities with gross unrealized losses at December 31, 2021 and September 30, 2021 had been in a continuous loss position for less than twelve months and such unrealized losses totaling $2 thousand and $5 thousand, respectively are immaterial to the Company’s consolidated financial statements. At December 31, 2021 and September 30, 2021, investment securities carried at $4.8 million and $5.1 million, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.

12

The amortized cost and fair value of the Company’s securities portfolio at December 31, 2021 are presented by contractual maturity in the table below. The expected life of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to call or prepay the underlying mortgage loans with or without call or prepayment penalties.

	December 31, 2021
(in thousands)	Amortized Cost		Fair Value
Securities available for sale:
Five to ten years	$	6,700	$	7,021
U.S. GSE residential mortgage-backed securities		439		515
Total securities available for sale		7,139		7,536
Securities held to maturity:
One to five years		0		0
Five to ten years		0		0
U.S. GSE residential mortgage-backed securities		2,154		2,202
U.S. GSE commercial mortgage-backed securities		2,680		2,806
Total securities held to maturity		4,834		5,008
Total investment securities	$	11,973	$	12,544

There were 0 sales of securities for the three months ended December 31, 2021 and 2020.

5. LOANS

The following table sets forth the classification of the Company’s loans by loan portfolio segment for the periods presented.

	December 31, 2021			September 30, 2021
(in thousands)
Residential real estate	$	436,348		$	444,011
Multi-family		358,456			266,294
Commercial real estate		360,610			348,641
Commercial and industrial		109,562			172,274
Construction and land development		11,444			15,374
Consumer		29			11
Gross loans		1,276,449			1,246,605
Net deferred costs (fees)		985			520
Total loans		1,277,434			1,247,125
Allowance for loan losses		(9,386	)		(8,552	)
Total loans, net	$	1,268,048		$	1,238,573

The Company is a participant in the Paycheck Protection Program (“PPP”), administered by the Small Business Administration under the CARES Act, to provide guaranteed loans to qualifying businesses and organizations. These loans carry a fixed rate of 1.00% and a term of two years (loans made before June 5, 2020, subject to extension to five years with the consent of the lender) or five years (loans made on or after June 5, 2020), if not forgiven, in whole or in part. As of December 31, 2021, borrowers had applied for and received forgiveness on  $293.2 million in PPP loans. The Company’s PPP loans outstanding, included in commercial and industrial loans in the table above, totaled $72.9 million and $140.4 million at December 31, 2021 and September 30, 2021, respectively.

At December 31, 2021 and September 30, 2021, the Company was servicing approximately $241.2 million and $233.2 million, respectively, of loans for others. The Company had 0 loans held for sale at December 31, 2021 and September 30, 2021.

13

Purchased Credit Impaired Loans

The Company has purchased loans, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The carrying amount for those loans is as follows:

	December 31, 2021
(in thousands)
Commercial real estate	$	3,590
Commercial and industrial		1,899
Total recorded investment	$	5,489

The Company has not recorded an allowance for loan losses related to these loans at December 31, 2021.

The following table presents a summary of changes in accretable difference on purchased loans accounted for under ASC 310-30:

(in thousands)	Three Months Ended December 31, 2021
Balance at beginning of period	$	346
Accretable differences acquired		0
Accretion		(1,035	)
Adjustments to accretable difference due to changes in expected cash flows		363
Other changes, net		416
Ending balance	$	90

For the three months ended December 31, 2021 and 2020, the Company sold loans totaling approximately $35.2 million and $8.4 million, respectively, recognizing net gains of $1.5 million and $181 thousand, respectively.

The following summarizes the activity in the allowance for loan losses by portfolio segment for the periods indicated:

	Three Months Ended December 31, 2021
	Residential Real Estate Loans			Multi- Family Loans			Commercial Real Estate Loans		Commercial and Industrial Loans		Construction and Land Development Loans		Consumer Loans		Total
(in thousands)
Allowance for loan losses:
Beginning Balance	$	4,155		$	2,433		$	1,884	$	79	$	0	$	1	$	8,552
Charge-offs		0			(66	)		0		0		0		0		(66	)
Recoveries		0			0			0		0		0		0		0
Provision (credit) for
loan losses		(40	)		201			634		105		0		0		900
Ending Balance	$	4,115		$	2,568		$	2,518	$	184	$	0	$	1	$	9,386

	Three Months Ended December 31, 2020
	Residential Real Estate Loans			Multi- Family Loans		Commercial Real Estate Loans		Commercial and Industrial Loans			Construction and Land Development Loans		Consumer Loans		Total
(in thousands)
Allowance for loan losses:
Beginning Balance	$	5,103		$	1,506	$	1,221	$	38		$	0	$	1	$	7,869
Charge-offs		0			0		0		0			0		0		0
Recoveries		0			0		0		10			0		0		10
Provision (credit) for
loan losses		(9	)		113		0		(4	)		0		0		100
Ending Balance	$	5,094		$	1,619	$	1,221	$	44		$	0	$	1	$	7,979

14

The following table represents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment based on impairment evaluation method. The recorded investment in loans excludes accrued interest receivable due to immateriality.

	December 31, 2021
(in thousands)	Residential Real Estate		Multi- Family		Commercial Real Estate		Commercial and Industrial		Construction and Land Development		Consumer		Total
Allowance for loan losses:
Individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Collectively evaluated for impairment		4,115		2,568		2,518		184		0		1		9,386
Purchased-credit impaired		0		0		0		0		0		0		0
Total allowance for loan losses	$	4,115	$	2,568	$	2,518	$	184	$	0	$	1	$	9,386
Loans:
Individually evaluated for impairment	$	6,315	$	432	$	523	$	480	$	0	$	0	$	7,750
Collectively evaluated for impairment		430,254		358,399		356,685		107,339		11,487		31		1,264,195
Purchased-credit impaired		0		0		3,590		1,899		0		0		5,489
Total loans held for investment	$	436,569	$	358,831	$	360,798	$	109,718	$	11,487	$	31	$	1,277,434

	September 30, 2021
(in thousands)	Residential Real Estate		Multi- Family		Commercial Real Estate		Commercial and Industrial		Construction and Land Development		Consumer		Total
Allowance for loan losses:
Individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Collectively evaluated for impairment		4,155		2,433		1,884		79		0		1		8,552
Purchased-credit impaired		0		0		0		0		0		0		0
Total allowance for loan losses	$	4,155	$	2,433	$	1,884	$	79	$	0	$	1	$	8,552
Loans:
Individually evaluated for impairment	$	7,198	$	458	$	517	$	500	$	0	$	0	$	8,673
Collectively evaluated for impairment		436,942		266,256		339,966		169,660		15,374		13		1,228,211
Purchased-credit impaired		0		0		8,324		1,917		0		0		10,241
Total loans held for investment	$	444,140	$	266,714	$	348,807	$	172,077	$	15,374	$	13	$	1,247,125

 No allowance was recorded on purchased credit impaired loans.

15

The following presents information related to the Company’s impaired loans by portfolio segment for the periods shown.

	December 31, 2021						September 30, 2021
(in thousands)	Unpaid Principal Balance		Recorded Investment		Allowance Allocated		Unpaid Principal Balance		Recorded Investment		Allowance Allocated
With no related allowance recorded:
Residential real estate	$	6,315	$	6,315	$	-	$	7,382	$	7,198	$	-
Multi-family		432		432		-		382		458		-
Commercial real estate		523		523		-		522		517		-
Commercial and industrial		480		480		-		535		500		-
Total	$	7,750	$	7,750	$	-	$	8,821	$	8,673	$	-

	Three Months Ended December 31,
	2021				2020
(in thousands)	Average Recorded Investment		Interest Income Recognized (1)		Average Recorded Investment		Interest Income Recognized (1)
Residential real estate	$	6,347	$	20	$	5,655	$	22
Multi-family		440		0		46		1
Commercial real estate		520		0		28		1
Commercial and industrial		481		0		0		0
Total	$	7,788	$	20	$	5,729	$	24

(1) Accrual basis interest income recognized approximates cash basis income.

16

At December 31, 2021 and September 30, 2021, past due and non-accrual loans disaggregated by portfolio segment were as follows:

(in thousands)	Past Due and Non-Accrual
December 31, 2021	30 - 59 days past due and accruing		60 - 89 days past due and accruing		Greater than 89 days past due and accruing		Non-accrual				Total past due and non- accrual		Purchased credit impaired		Current		Total
Residential real estate	$	52	$	317	$	0	$	4,680	(1	)	$	5,049	$	0	$	431,520	$	436,569
Multi-family		0		0		0		432	(2	)		432		0		358,399		358,831
Commercial real estate		5,068		0		0		523	(3	)		5,591		3,590		351,617		360,798
Commercial and industrial		143		484		0		480	(4	)		1,107		1,899		106,712		109,718
Construction and land development		0		0		0		0				0		0		11,487		11,487
Consumer		0		0		0		0				0		0		31		31
Total	$	5,263	$	801	$	0	$	6,115			$	12,179	$	5,489	$	1,259,766	$	1,277,434

(1) Of the residential real estate non-accrual loans, $296 were 31 days past due, $996 were 61 days past due and $3,388 were greater than 89 days past due.

(2) Multi-family non-accrual loans at December 31, 2021 were greater than 89 days past due.

(3) Commercial real estate non-accrual loans at December 31, 2021 were greater than 89 days past due.

(4) Commercial and industrial non-accrual loans at December 31, 2021 were greater than 89 days past due.

(in thousands)	Past Due and Non-Accrual
September 30, 2021	30 - 59 days past due and accruing		60 - 89 days past due and accruing		Greater than 89 days past due and accruing		Non-accrual				Total past due and non- accrual		Purchased credit impaired		Current		Total
Residential real estate	$	1,032	$	1,601	$	0	$	5,554	(1	)	$	8,187	$	0	$	435,953	$	444,140
Multi-family		0		0		0		458	(2	)		458		0		266,256		266,714
Commercial real estate		1,939		0		0		1,016	(3	)		2,955		8,324		337,528		348,807
Commercial and industrial		3,641		0		0		0				3,641		1,917		166,519		172,077
Construction and land development		0		0		0		0				0		0		15,374		15,374
Consumer		0		0		0		0				0		0		13		13
Total	$	6,612	$	1,601	$	0	$	7,028			$	15,241	$	10,241	$	1,221,643	$	1,247,125

(1) Of the residential real estate non-accrual loans, $1,026 were 61 days past due and $4,528 were greater than 89 days past due.

(2) Multi-family non-accrual loans at September 30, 2021 were greater than 89 days past due.

(3) Commercial real estate non-accrual loans at September 30, 2021 were greater than 89 days past due.

Troubled debt restructurings (“TDRs”) are loan modifications where the Company has granted a concession to a borrower in financial difficulty. To assess whether a borrower is experiencing financial difficulty, an evaluation is performed to determine if that borrower is currently in payment default under any of its obligations or whether there is a probability that the borrower will be in payment default in the foreseeable future without the modification. At both December 31, 2021 and September 30, 2021, the Company had a recorded investment in TDRs totaling $1.7 million, consisting solely of residential real estate loans with 0 specific reserves allocated to such loans and 0 commitment to lend additional funds under those loans, at either December 31, 2021 or September 30, 2021.

For the three months ended December 31, 2021 and 2020, there were 0 TDRs for which there was a payment default within twelve months of restructuring. A loan is considered to be in payment default once it is 90 days contractually past due under its modified terms. For the three months ended December 31, 2021 and 2020, the Company had 0 new TDRs.

In June 2020, New York’s then-Governor Andrew Cuomo signed SB 8243C and SB 8428 into law, which created Section 9-x of the New York Banking Law. Section 9-x requires New York regulated banking institutions and New York regulated mortgage servicers to make available applications for forbearance of any payment due on certain residential mortgages to qualified borrowers for their primary residence located in New York. In general, qualified borrowers will be granted forbearance of all monthly payments for a period of up to 180 days, to be extended for up to an additional 180 days provided that the borrower demonstrates continued financial hardship.

The Company has been prudently working with borrowers negatively impacted by the COVID-19 pandemic while managing credit risks and recognizing an appropriate allowance for loan losses. The Company modified 519 loans totaling $367.1 million under the CARES Act which are excluded from TDR classification under Section 4013 of the CARES Act or under applicable interagency guidance of the federal banking agencies. As of December 31, 2021, 12 loans totaling $11.0 million were still in forbearance, of which 5 loans totaling $2.9 million were loans qualified under Section 9-x.

17

The Company continuously monitors the credit quality of its loan receivables. Credit quality is monitored by reviewing certain credit quality indicators. Management has determined that internally assigned credit risk ratings by loan segment are the key credit quality indicators that best assist management in monitoring the credit quality of the Company’s loan receivables.

The Company has adopted a credit risk rating system as part of the risk assessment of its loan portfolio. The Company’s lending officers are required to assign a credit risk rating to each loan in their portfolio at origination. When the lender learns of important financial developments, the risk rating is reviewed and adjusted if necessary. In addition, the Company engages a third-party independent loan reviewer that performs quarterly reviews of a sample of loans, validating the credit risk ratings assigned to such loans. The credit risk ratings play an important role in the establishment of the loan loss provision and to confirm the adequacy of the allowance for loan losses.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes commercial loans individually by classifying the loans as to credit risk. The Company uses the following definitions for risk ratings:

Special Mention: The loan has potential weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects for the asset or in the Company’s credit position at some future date.

Substandard: The loan is inadequately protected by current sound worth and paying capacity of the obligor or collateral pledged, if any. Loans classified as Substandard must have a well-defined weakness or weaknesses that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: The loan has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing factors, conditions, and values, highly questionable and improbable.

Loans not having a credit risk rating of Special Mention, Substandard or Doubtful are considered pass loans.

At December 31, 2021 and September 30, 2021, the Company’s loan portfolio by credit risk rating disaggregated by portfolio segment were as follows:

	December 31, 2021
(in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Real Estate:
Residential	$	426,327	$	4,816	$	5,205	$	0	$	436,348
Multi-family		354,292		3,732		432		0		358,456
Commercial		338,852		15,109		6,649		0		360,610
Commercial and industrial		105,071		116		4,375		0		109,562
Construction and land development		9,446		1,998		0		0		11,444
Consumer		29		0		0		0		29
Total	$	1,234,017	$	25,771	$	16,661	$	0	$	1,276,449

	September 30, 2021
(in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Real Estate:
Residential	$	433,299	$	5,115	$	5,594	$	3	$	444,011
Multi-family		262,984		2,852		458		0		266,294
Commercial		316,727		16,274		15,640		0		348,641
Commercial and industrial		168,104		540		3,630		0		172,274
Construction and land development		13,607		1,767		0		0		15,374
Consumer		11		0		0		0		11
Total	$	1,194,732	$	26,548	$	25,322	$	3	$	1,246,605

18

6. EQUITY COMPENSATION PLANS

The Company’s 2021 and 2018 Equity Compensation Plans (“the 2021 Plan” and “the 2018 Plan,” respectively), provide for the grant of stock-based compensation awards to members of management, including employees and management officials, and members of the Board. Under the 2021 Plan, a total of 427,500 shares of the Company’s common stock or equivalents were approved for issuance, of which 427,500 shares remain available for issuance at December 31, 2021. Of the total 346,000 shares of common stock approved for issuance under the 2018 Plan, 198,735 shares remain available for issuance at December 31, 2021.  Hanover assumed the 2013 Savoy Bank Stock Option Plan solely in connection with options to purchase Savoy common stock held by the former Chief Executive Officer of Savoy and which, under the terms of the Agreement and Plan of Merger between the Company and Savoy, were converted into options to purchase 71,900 shares of Hanover common stock.

Stock Options

Stock options are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant, and generally with vesting periods of three years and contractual terms of ten years. All stock options fully vest upon a change in control.

The fair value of stock options is estimated on the date of grant using a closed form option valuation (Black-Scholes) model. Expected volatilities are based on historical volatilities of the common stock of the Company's peers. The Company uses historical data to estimate option exercise and post-vesting termination behavior. Expected terms are based on historical data and represent the periods in which the options are expected to be outstanding. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

NaN stock options were exercised during the three months ended December 31, 2021 and 2020.

A summary of stock option activity follows (aggregate intrinsic value in thousands):

	Number of Options		Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted- Average Remaining Contractual Term
Outstanding, October 1, 2021		227,406	$	9.50	$	2,043	3.51 years
Granted		0		0
Exercised		0		0
Forfeited		0		0
Outstanding, December 31, 2021 (1)		227,406	$	9.50	$	2,043	3.20 years

⁽¹⁾ All outstanding options are fully vested and exercisable.

There was 0 compensation expense attributable to stock options for the three months ended December 31, 2021 and 2020.

Restricted Stock

NaN restricted stock awards were granted during the three months ended December 31, 2021. During the three months ended December 31, 2020, restricted stock awards of 7,500 shares were granted with a three-year vesting period. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at issue date. Since there is no active market for the Company’s stock, the fair value of the restricted stock awards was estimated on the date of grant based on the prices of the most recent transactions in the Company’s common stock.

A summary of restricted stock activity follows:

	Number of Shares			Weighted- Average Grant Date Fair Value
Unvested, October 1, 2021		75,833		$	19.87
Granted		0			0
Vested		(2,666	)		21.49
Forfeited		(2,887	)		19.07
Unvested, December 31, 2021		70,280		$	19.84

Compensation expense attributable to restricted stock was $217 thousand and $229 thousand for the three months ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there was $0.8 million of total unrealized compensation cost related to unvested restricted stock, expected to be recognized over a weighted-average term of 1.62 years. The total fair value of shares vested during the three months ended December 31, 2021 and 2020 was $49 thousand and $7 thousand, respectively.

19

7. REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate regulatory action. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. Management believes as of December 31, 2021, the Bank meets all capital adequacy requirements to which it is subject.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31 2021 and September 30, 2021, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

Under a policy of the Federal Reserve applicable to bank holding companies with less than $3.0 billion in consolidated assets, the Company is not subject to consolidated regulatory capital requirements.

The following table sets forth the Bank’s capital amounts (in thousands) and ratios under current regulations:

	Actual Capital					Minimum Capital Adequacy Requirement					Minimum Capital Adequacy Requirement with Capital Conservation Buffer					Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
December 31, 2021
Total capital to risk-weighted assets	$	141,803		15.52	%	$	73,114		8.00	%	$	95,963		10.50	%	$	91,393		10.00	%
Tier 1 capital to risk-weighted assets		132,006		14.44	%		54,836		6.00	%		77,684		8.50	%		73,114		8.00	%
Common equity tier 1 capital to risk-weighted assets		132,006		14.44	%		41,127		4.50	%		63,975		7.00	%		59,405		6.50	%
Tier 1 capital to adjusted average assets (leverage)		132,006		9.92	%		53,241		4.00	%		N/A		N/A			66,551		5.00	%
September 30, 2021
Total capital to risk-weighted assets	$	132,554		15.59	%	$	68,040		8.00	%	$	89,303		10.50	%	$	85,050		10.00	%
Tier 1 capital to risk-weighted assets		123,666		14.54	%		51,030		6.00	%		72,293		8.50	%		68,040		8.00	%
Common equity tier 1 capital to risk-weighted assets		123,666		14.54	%		38,273		4.50	%		59,535		7.00	%		55,283		6.50	%
Tier 1 capital to adjusted average assets (leverage)		123,666		9.45	%		52,338		4.00	%		N/A		N/A			65,423		5.00	%

Dividend restrictions - The Company’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. As of December 31, 2021, the Bank had $35.2 million of retained net income available for dividends to the Company.

8. FAIR VALUE

FASB ASC No. 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined using quoted market prices. However, in many instances, quoted market prices are not available. In such instances, fair values are determined using appropriate valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. Accordingly, categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As such, the fair value estimates may not be realized in an immediate transfer of the respective asset or liability.

FASB ASC 820-10 also establishes a fair value hierarchy and describes three levels of inputs that may be used to measure fair values: The three levels within the fair value hierarchy are as follows:

• Level 1: Valuation is based upon unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

• Level 2: Fair value is calculated using significant inputs other than quoted market prices that are directly or indirectly observable for the asset or liability. The valuation may rely on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, rate volatility, prepayment speeds, credit ratings,) or inputs that are derived principally or corroborated by market data, by correlation, or other means.

• Level 3: Inputs for determining the fair value of the respective assets or liabilities are not observable. Level 3 valuations are reliant upon pricing models and techniques that require significant management judgment or estimation.

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Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Assets Measured at Fair Value on a Recurring Basis

The following presents fair value measurements on a recurring basis at December 31, 2021 and September 30, 2021:

	December 31, 2021
			Fair Value Measurements Using
(In thousands)	Carrying Amount		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Available-for-sale securities:
U.S. GSE residential mortgage-backed securities	$	515	$	0	$	515	$	0
Corporate bonds		7,021		0		7,021		0
Mortgage servicing rights		3,741		0		0		3,741
Total	$	11,277	$	0	$	7,536	$	3,741

	September 30, 2021
			Fair Value Measurements Using
(In thousands)	Carrying Amount		Quoted Prices In Active  Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Available-for-sale securities:
U.S. GSE residential mortgage-backed securities	$	833	$	0	$	833	$	0
Corporate bonds		6,914		0		6,914		0
Mortgage servicing rights		3,690		0		0		3,690
Total	$	11,437	$	0	$	7,747	$	3,690

The fair value for the securities available-for-sale were obtained from an independent broker based upon matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. The Company has determined these are classified as Level 2 inputs within the fair value hierarchy.

The fair value of mortgage servicing rights are based on a valuation model that calculates the present value of estimated future servicing income. The valuation model utilizes interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future net servicing income. Fair value of loan servicing rights related to residential mortgage loans at December 31, 2021 was determined based on discounted expected future cash flows using discount rates ranging from 12.0% to 14.5%, prepayment speed of 26.25% and a weighted average life ranging from 1.80 to 3.02 years. Fair value at September 30, 2021 for mortgage servicing rights was determined based on discounted expected future cash flows using discount rates ranging from 12.0% to 14.5%, prepayment speeds ranging from 24.18% to 24.33% and a weighted average life ranging from 1.96 to 3.30 years.

The fair value of loan servicing rights for SBA loans at December 31, 2021 was determined based on discounted expected future cash flows using discount rates ranging from 4.79% to 23.84%, prepayment speeds ranging from 8.94% to 23.63% and a weighted average life ranging from 0.28 to 5.80 years.

The Company has determined these are mostly unobservable inputs and considers then Level 3 inputs within the fair value hierarchy.

21

The following table presents the changes in mortgage servicing rights for the periods presented:

	Three Months Ended December 31,
(in thousands)	2021			2020
Balance, October 1	$	3,690		$	155
Additions		168			0
Adjustment to fair value		(117	)		(11	)
Balance, December 31	$	3,741		$	144

Assets Measured at Fair Value on a Non-recurring Basis

The Company had 0 financial instruments measured at fair value on a non-recurring basis at December 31, 2021 and September 30, 2021. The Company’s impaired loans had 0 related specific allowances recorded at December 31, 2021 and September 30, 2021.

Financial Instruments Not Measured at Fair Value

The following presents the carrying amounts and estimated fair values of the Company’s financial instruments not carried at fair value at December 31, 2021 and September 30, 2021:

			December 31, 2021
			Fair Value Measurements Using:
(In thousands)	Carrying Amount		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Financial assets:
Cash and cash equivalents	$	114,951	$	114,951	$	0	$	0	$	114,951
Securities held-to-maturity		4,834		0		5,008		0		5,008
Securities available-for-sale		7,536		0		7,536		0		7,536
Loans, net		1,268,048		0		0		1,282,865		1,282,865
Federal Home Loan Bank stock		4,057		N/A		N/A		N/A		N/A
Accrued interest receivable		8,858		0		116		8,742		8,858
Financial Liabilities:
Time deposits		326,883		0		326,517		0		326,517
Demand and other deposits		849,868		849,868		0		0		849,868
Borrowings		113,274		0		112,852		0		112,852
Subordinated debentures		24,504		0		27,083		0		27,083
Accrued interest payable		879		1		878		0		879

			September 30, 2021
			Fair Value Measurements Using:
(In thousands)	Carrying Amount		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Financial assets:
Cash and cash equivalents	$	166,544	$	166,544	$	0	$	0	$	166,544
Securities held-to-maturity		8,611		0		8,865		0		8,865
Securities available-for-sale		7,747		0		7,747		0		7,747
Loans, net		1,238,573		0		0		1,278,056		1,278,056
Federal Home Loan Bank stock		3,714		N/A		N/A		N/A		N/A
Accrued interest receivable		9,363		0		211		9,152		9,363
Financial Liabilities:
Time deposits		377,836		0		378,333		0		378,333
Demand and other deposits		786,826		786,826		0		0		786,826
Borrowings		159,642		0		159,608		0		159,608
Subordinated debentures		24,513		0		27,092		0		27,092
Accrued interest payable		1,290		1		713		576		1,290

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9. LOSS CONTINGENCIES

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of a loss is probable and an amount or range of loss can be reasonably estimated. The Company’s management does not believe there now are such matters that will have a material effect on the financial statements. 

10. BORROWINGS

Federal Home Loan Bank (“FHLB”) Advances

At December 31, 2021 and September 30, 2021, FHLB advances outstanding were $47.9 million and $42.0 million, respectively. The advances were all at fixed rates ranging from 0.34% to 2.96% and from 0.37% to 2.96%, respectively, and with maturities ranging from January 2022 to August 2025 and from October 2021 to August 2025, respectively, at December 31, 2021 and September 30, 2021.

Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The advances were collateralized by $488.5 million and $432.7 million of residential and commercial mortgage loans under a blanket lien arrangement at December 31, 2021 and September 30, 2021, respectively. Based on this collateral and the Company’s holdings of FHLB stock, the Company was eligible to borrow up to an additional total of $26.7 million at December 31, 2021.

The following table sets forth the contractual maturities and weighted average interest rates of the Company’s fixed rate FHLB advances (in thousands):

	Balance at December 31, 2021
Contractual Maturity	Amount		Weighted Average Rate
2022	$	10,000		0.34	%
2023		11,995		2.23	%
2024		18,860		0.98	%
2025		7,080		0.58	%
Total	$	47,935		1.10	%

	Balance at September 30, 2021
Contractual Maturity	Amount		Weighted Average Rate
2022	$	4,000		2.02	%
2023		12,040		2.23	%
2024		18,860		0.98	%
2025		7,080		0.58	%
Total	$	41,980		1.37	%

Federal Reserve Borrowings

At December 31, 2021 and September 30, 2021, the Company’s borrowings from the Federal Reserve’s Paycheck Protection Liquidity Facility (“PPPLF”) were $65.3 million and $117.7 million, respectively.  The borrowings have a rate of 0.35% and the maturity date will equal the maturity date of the underlying PPP loan pledged to secure the extension of credit.  The maturity date of a PPP loan is either two or five years from origination date.  The Company utilized the PPPLF to fund PPP loan production.  The borrowings are fully secured by pledged PPP loans as of December 31, 2021 and September 30, 2021.

Correspondent Bank Borrowings

At December 31, 2021, approximately $55 million in unsecured lines of credit extended by correspondent banks were available to be utilized for short-term funding purposes. NaN borrowings were outstanding under lines of credit with correspondent banks at December 31, 2021 and September 30, 2021.

11. SUBORDINATED DEBENTURES

In October 2020, the Company completed the private placement of $25.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2030 (the “Notes”) to certain qualified institutional buyers and accredited investors. The Notes will initially bear interest, payable semi-annually, at the rate of 5.00% per annum, until October 15, 2025. From and including October 15, 2025, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month secured overnight financing rate (“SOFR”) plus 487.4 basis points. The Company may, at its option, beginning with the interest payment date of October 15, 2025 but not generally prior thereto, and on any scheduled interest payment date thereafter, redeem the Notes, in whole or in part, subject to the receipt of any required regulatory approval. The Notes are not subject to redemption at the option of the holder. These subordinated notes are included as a component of the Bank’s Tier 1 capital for regulatory reporting.

At December 31, 2021 and September 30, 2021, the unamortized issuance costs of the Notes were $0.5 million and $0.5 million, respectively. For the three months ended December 31, 2021 and 2020, $21 thousand and $13 thousand, respectively, in issuance costs were recorded in interest expense. The Notes are presented net of unamortized issuance costs in the Company’s Consolidated Statements of Financial Condition.

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12. ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table presents changes in accumulated other comprehensive income by component, net of tax, for the three months ended December 31, 2021 and 2020:

(in thousands)	Unrealized Gains and Losses on Available- for-Sale Debt Securities		Total
Balance at October 1, 2021	$	256	$	256
Other comprehensive income		54		54
Balance at December 31, 2021	$	310	$	310
Balance at October 1, 2020	$	156	$	156
Other comprehensive income		167		167
Balance at December 31, 2020	$	323	$	323

There were 0 significant amounts reclassified out of accumulated other comprehensive income for the three months ended December 31, 2021 and 2020.

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

Cautionary Statement Regarding Forward-Looking Statements - This document contains a number of forward-looking statements, including statements about the financial condition, results of operations, earnings outlook and prospects of the Company, and statements for the period following the completion of the acquisition of Savoy. Forward-looking statements are typically identified by words such as “should,” “likely,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “target,” “project,” “goal” and other similar words and expressions. The forward-looking statements involve certain risks and uncertainties. The ability of the Company to predict results or the actual effects of its plans and strategies is subject to inherent uncertainty.

Factors that may cause actual results or earnings to differ materially from such forward-looking statements include those set forth in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021, as updated by the Company’s subsequent filings with the SEC and, among others, the following:

• The anticipated cost savings and other synergies of the merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the merger may be greater than expected;

• The ability to achieve anticipated merger-related operational efficiencies;

• The ability to enhance revenue through increased market penetration, expanded lending capacity and product offerings;

• Changes in monetary and fiscal policies of the FRB and the U. S. Government, particularly related to changes in interest rates;

• Changes in general economic conditions;

• Occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics such as COVID-19, or outbreaks of hostilities, or the effects of climate change, and the ability of the Company to deal effectively with disruptions caused by the foregoing;

• The effects of COVID-19, including, but not limited to, the length of time that the pandemic continues, the effectiveness of the vaccination program and accompanying vaccination rates, the development of new variants of the virus and their impact, the potential future imposition of further restrictions on travel, the measures adopted by federal, state and local governments, the health of employees and the potential inability of employees to work due to illness, quarantine or government mandates, the business continuity plans of customers and vendors, the increased likelihood of cybersecurity risk, data breaches, or fraud due to employees working from home, the ability of borrowers to repay their loans and the effect of the pandemic on the general economy and businesses of borrowers;

• Legislative or regulatory changes;

• Downturns in demand for loan, deposit and other financial services in the Company’s market area;

• Increased competition from other banks and non-bank providers of financial services;

• Technological changes and increased technology-related costs; and

• Changes in accounting principles, or the application of generally accepted accounting principles.

Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document or the date of any document incorporated by reference in this document. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to the Company or Savoy or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this document. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

Non-GAAP Disclosure - This discussion includes non-GAAP financial measures of the Company’s tangible common equity (“TCE”) ratio, tangible common equity and tangible assets. A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or modifies amounts that are required to be disclosed in the most directly comparable measure calculated and presented in accordance with U.S. GAAP. The Company believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and the Company’s marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other financial institutions.

With respect to the calculations and reconciliations of tangible common equity, tangible assets and the TCE ratio, please see Liquidity and Capital Resources contained herein for a reconciliation to the most directly comparable GAAP measure.

Executive Summary –The Company is a one-bank holding company incorporated in 2016. The Company operates as the parent for its wholly owned subsidiary, the Bank, which commenced operations in 2008. The income of the Company is primarily derived through the operations of the Bank. Unless the context otherwise requires, references herein to the Company include the Company and the Bank on a consolidated basis.

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The Bank operates as a locally headquartered, community-oriented bank, serving customers throughout the New York metro area from offices in Nassau, Queens, Kings (Brooklyn) and New York (Manhattan) Counties, New York. We principally focus our lending activities on loans that we originate to borrowers located in our market areas. We seek to be the premier provider of lending products and services in our market area, meeting the credit needs of high-quality business and individual borrowers in the communities that we serve. We offer personal and commercial business loans on a secured and unsecured basis, SBA and USDA guaranteed loans, revolving lines of credit, commercial mortgage loans, and one- to four-family non-qualified mortgages secured by primary and secondary residences that may be owner occupied or investment properties, home equity loans, bridge loans and other personal purpose loans.

The Bank works to provide more direct, personal attention than management believes is offered by competing financial institutions, the majority of which are branch offices of banks headquartered outside of the Bank’s primary trade area. By striving to employ professional, responsive and knowledgeable staff, the Bank believes it offers a superior level of service to its customers. As of result of senior management’s availability for consultation on a daily basis, the Bank believes it offers customers a quicker response on loan applications and other banking transactions, as well as greater certainty that these transactions will actually close, than competitors, whose decisions may be made in distant headquarters.

The COVID-19 pandemic has caused widespread economic disruption in the Bank’s metropolitan New York trade area. The Company has actively participated in state and local programs designed to mitigate the impacts of the COVID-19 pandemic on individuals and small businesses and it continues to prudently work with borrowers negatively impacted by the COVID-19 pandemic while managing credit risks and recognizing an appropriate allowance for loan losses on its loan portfolio. Although the local economy has shown signs of improvement, management continues to cautiously consider opportunities to expand the loan portfolio.

The Bank has historically been able to generate additional income by strategically originating and selling its primary lending products to other financial institutions at premiums. In December 2021, the SBA approved the Bank’s application to process loans under the SBA’s Preferred Lender Program, enabling the Bank to process SBA applications under delegated authority from the SBA and enhancing the Bank’s ability to compete more effectively for SBA lending opportunities. The Bank expects that it will continue to originate loans, for its own portfolio and for sale, which will result in continued growth in interest income while also realizing gains on the sale of loans to others. The loan sale market has been negatively impacted by the COVID-19 pandemic although indications are that it has been improving.

The Bank finances most of its activities through a combination of deposits, including non-interest-bearing demand, savings, NOW and money market deposits as well as time deposits, and both short- and long-term borrowings. The Company’s chief competition includes local banks within its market area, as well as New York City money center banks and regional banks.

On May 26, 2021, the acquisition of Savoy was completed and fourth quarter 2021 calendar results reflect the operations of the combined entity. Historical financial information prior to the June 30, 2021 quarter includes only the operations of Hanover.

Financial Performance Summary

As of or for the three months ended December 31, 2021 and 2020

(dollars in thousands, except per share data)

	Three months ended December 31,						Over/ (under)
	2021			2020			2020
Revenue (1)	$	17,644		$	7,613			131.8	%
Non-interest expense		8,264			5,590			47.8	%
Provision for loan losses		900			100			800.0	%
Net income		6,537			1,519			330.3	%
Net income per common share - diluted		1.16			0.36			224.3	%
Return on average assets		1.80	%		0.71	%		109		bp
Return on average common stockholders' equity		20.52	%		7.62	%		1,290		bp
Tier 1 leverage ratio		9.92	%		12.04	%		(212	)	bp
Common equity tier 1 risk-based capital ratio		14.44	%		21.49	%		(705	)	bp
Tier 1 risk-based capital ratio		14.44	%		21.49	%		(705	)	bp
Total risk-based capital ratio		15.52	%		22.75	%		(723	)	bp
Tangible common equity ratio (non-GAAP)		7.63	%		8.93	%		(130	)	bp
Total common stockholders' equity/total assets (2)		8.87	%		9.13	%		(25	)	bp

bp - denotes basis points; 100 bp equals 1%.

⁽¹⁾ Represents net interest income plus total non-interest income.

⁽²⁾ The ratio of total common stockholders' equity to total assets is the most comparable GAAP measure to the non-GAAP tangible common equity ratio presented herein.

26

At December 31, 2021 the Company, on a consolidated basis, had total assets of $1.5 billion, total deposits of $1.2 billion and total stockholders’ equity of $129.4 million. The Company recorded net income of $6.5 million, or $1.16 per diluted common share, for the three months ended December 31, 2021 compared to net income of $1.5 million, or $0.36 per diluted common share, for the same period in 2020.

The $5.0 million increase in earnings for the three months ended December 31, 2021 versus the comparable 2020 period was primarily due to $7.9 million increase in net interest income coupled with a $2.1 million improvement in non-interest income. Partially offsetting these positive factors was a $2.7 million increase in total operating expenses, principally resulting from growth in compensation and benefits due largely to an increase in personnel from the acquisition of Savoy in May 2021, coupled with an $800 thousand increase in the provision for loan losses expense due to growth in the loan portfolio in the quarter ended December 31, 2021.

The Company’s return on average assets and return on average common stockholders’ equity were 1.80% and 20.52%, respectively, for the three months ended December 31, 2021 versus 0.71% and 7.62%, respectively, for the comparable 2020 period.

Total non-accrual loans at December 31, 2021 were $6.1 million, or 0.48% of total loans, compared to $7.0 million, or 0.56% of total loans at September 30, 2021 and $4.1 million, or 0.56% of total loans, at December 31, 2020. Management believes all of the Company’s non-accrual loans at December 31, 2021 are well collateralized and no specific reserves have been taken with regard to these loans. The allowance for loan losses as a percentage of total non-accrual loans amounted to 153%, 122% and 197% at December 31, 2021, September 30, 2021 and December 31, 2020, respectively.

The Company’s operating efficiency ratio was 46.8% for the three months ended December 31, 2021 versus 73.4% a year ago. The significant improvement in the operating efficiency ratio was due to a $7.9 million increase in net interest income and $2.1 million increase in non-interest income (primarily gain on sale of loans held-for-sale) partially offset by a $2.7 million increase in operating expenses (primarily compensation and benefits).

Critical Accounting Policies, Judgments and Estimates - To prepare financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. Critical accounting estimates are accounting estimates where (a) the nature of the estimate is material due to levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and (b) the impact of the estimate on financial condition or operating performance is material.

The Company considers the determination of the allowance for loan losses its most critical accounting policy, practice and use of estimates. The Company uses available information to recognize probable and reasonably estimable losses on loans. Future additions to the allowance may be necessary based upon changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance. The allowance for loan losses is increased by a provision for loan losses charged against income and is decreased by charge-offs, net of recoveries. Loan losses are recognized in the period the loans, or portion thereof, are deemed uncollectible. The adequacy of the allowance to cover any inherent loan losses in the portfolio is evaluated on a quarterly basis.

Financial Condition – Total assets of the Company were $1.5 billion at December 31, 2021 and September 30, 2021. Total loans at December 31, 2021 were $1.3 billion, compared to total loans of $1.2 billion at September 30, 2021. Total deposits were $1.2 billion at December 31, 2021 and September 30, 2021. Total borrowings at December 31, 2021 were $113.3 million, including $47.9 million of outstanding FHLB advances.

For the three months ended December 31, 2021, the Company’s loan portfolio, net of sales, grew by $30.3 million to $1.3 billion. At December 31, 2021, the residential loan portfolio amounted to $436.6 million, or 34.2% of total loans.  Commercial real estate loans, including multi-family loans and construction and land development loans, totaled $731.1 million or 57.2% of total loans at December 31, 2021.  Commercial loans, including PPP loans, totaled $109.7 million or 8.6% of total loans.

At December 31, 2021, total deposits were $1.2 billion, an increase of $12.1 million when compared to September 30, 2021. This growth was primarily due to an increase in core deposit balances of $63.0 million offset by a $50.9 million decrease in time deposits in the fourth calendar quarter of 2021. Core deposit balances, which consist of demand, NOW, savings and money market deposits, represented 72.2% and 67.6% of total deposits at December 31, 2021 and September 30, 2021, respectively. At those dates, demand deposit balances represented 16.2% and 16.4% of total deposits. Beginning in late 2020, we began a municipal deposit program. The program is based upon relationships of our management team, rather than bid based transactions. At December 31, 2021, total municipal deposits were $407.1 million, representing 18 separate governmental clients, compared to $74.3 million at December 31, 2020, representing 6 separate governmental clients. The average rate on the municipal deposit portfolio was 0.19% at December 31, 2021.

Borrowings at December 31, 2021 were $113.3 million, including $65.4 million in PPPLF funding, versus $159.6 million at September 30, 2021. At December 31, 2021, the Company had $47.9 million of outstanding FHLB advances as compared to $42.0 million at September 30, 2021. At September 30, 2021, the Company’s borrowings from the PPPLF were $117.7 million.

Liquidity and Capital Resources – Liquidity management is defined as both the Company’s and the Bank’s ability to meet their financial obligations on a continuous basis without material loss or disruption of normal operations. These obligations include the withdrawal of deposits on demand or at their contractual maturity, the repayment of borrowings as they mature, funding new and existing loan commitments and the ability to take advantage of business opportunities as they arise. Asset liquidity is provided by short-term investments, such as fed funds sold, the marketability of securities available for sale and interest-bearing deposits due from the Federal Reserve, FHLB and correspondent banks, which totaled $115.0 million and $166.5 million at December 31, 2021 and September 30, 2021, respectively. These liquid assets may include assets that have been pledged primarily against municipal deposits or borrowings. Liquidity is also provided by the maintenance of a base of core deposits, cash and non-interest-bearing deposits due from banks, the ability to sell or pledge marketable assets and access to lines of credit.

27

Liquidity is continuously monitored, thereby allowing management to better understand and react to emerging balance sheet trends, including temporary mismatches with regard to sources and uses of funds. After assessing actual and projected cash flow needs, management seeks to obtain funding at the most economical cost. These funds can be obtained by converting liquid assets to cash or by attracting new deposits or other sources of funding. Many factors affect the Company’s ability to meet liquidity needs, including variations in the markets served, loan demand, its asset/liability mix, its reputation and credit standing in its markets and general economic conditions. Borrowings and the scheduled amortization of investment securities and loans are more predictable funding sources. Deposit flows and securities prepayments are somewhat less predictable as they are often subject to external factors. Among these are changes in the local and national economies, competition from other financial institutions and changes in market interest rates.

The Company’s primary sources of funds are cash provided by deposits, which may include brokered and listing service deposits, and borrowings, proceeds from maturities and sales of securities and cash provided by operating activities. At December 31, 2021, total deposits were $1.2 billion, of which $243.2 million were time deposits scheduled to mature within the next 12 months. Based on historical experience, the Company expects to be able to replace a substantial portion of those maturing deposits with comparable deposit products. At December 31, 2021 and September 30, 2021, the Company had $113.3 million and $159.6 million, respectively, in borrowings used to fund the growth in the Company’s loan portfolio.

The Liquidity and Wholesale Funding Policy of the Bank establishes specific policies and operating procedures governing liquidity levels to assist management in developing plans to address future and current liquidity needs. Management monitors the rates and cash flows from the loan and investment portfolios while also examining the maturity structure and volatility characteristics of liabilities to develop an optimum asset/liability mix. Available funding sources include retail, commercial and municipal deposits, purchased liabilities and stockholders’ equity. At December 31, 2021, access to approximately $488.0 million in FHLB lines of credit for overnight or term borrowings was available, of which $413.8 million of municipal letters of credit and $47.9 million in term borrowings were outstanding. At December 31, 2021, approximately $55 million in unsecured lines of credit extended by correspondent banks were also available to be utilized, if needed, for short-term funding purposes. No borrowings were outstanding under lines of credit with correspondent banks at December 31, 2021.

The Company strives to maintain an efficient level of capital, commensurate with its risk profile, on which a competitive rate of return to stockholders will be realized over both the short and long term. Capital is managed to enhance stockholder value while providing flexibility for management to act opportunistically in a changing marketplace. Management continually evaluates the Company’s capital position in light of current and future growth objectives and regulatory guidelines. Total stockholders’ equity increased to $129.4 million at December 31, 2021 from $122.5 million at September 30, 2021, primarily due to net income recorded during the three months ended December 31, 2021.

The Bank is subject to regulatory capital requirements. The Bank’s tier 1 leverage, common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratios were 9.92%, 14.44%, 14.44% and 15.52%, respectively, at December 31, 2021, exceeding all the regulatory guidelines for a well-capitalized institution, the highest regulatory capital category. Moreover, capital rules also place limits on capital distributions and certain discretionary bonus payments if a banking organization does not maintain a buffer of common equity tier 1 capital above minimum capital requirements. At December 31, 2021, the Bank’s capital buffer was in excess of requirements.

The Company did not repurchase any shares of its common stock during the three months ended December 31, 2021.

The Company’s total stockholders’ equity to total assets ratio and the Company’s tangible common equity to tangible assets ratio (“TCE ratio”) were 8.87% and 7.63%, respectively, at December 31, 2021 versus 8.25% and 7.02%, respectively, at September 30, 2021 and 9.13% and 8.93%, respectively, at December 31, 2020. The ratio of total stockholders’ equity to total assets is the most comparable U.S. GAAP measure to the non-GAAP TCE ratio presented herein. The ratio of tangible common equity to tangible assets, or TCE ratio, is calculated by dividing total common stockholders’ equity by total assets, after reducing both amounts by intangible assets. The TCE ratio is not required by U.S. GAAP or by applicable bank regulatory requirements, but is a metric used by management to evaluate the adequacy of our capital levels. Since there is no authoritative requirement to calculate the TCE ratio, our TCE ratio is not necessarily comparable to similar capital measures disclosed or used by other companies in the financial services industry. Tangible common equity and tangible assets are non-GAAP financial measures and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with U.S. GAAP. Set forth below are the reconciliations of tangible common equity to U.S. GAAP total common stockholders’ equity and tangible assets to U.S. GAAP total assets at December 31, 2021 (in thousands). (See also Non-GAAP Disclosure contained herein.)

								Ratios
Total common stockholders' equity	$	129,379		Total assets	$	1,458,180			8.87	%	(1)
Less: goodwill		(19,168	)	Less: goodwill		(19,168	)
Less: core deposit intangible		(459	)	Less: core deposit intangible		(459	)
Tangible common equity	$	109,752		Tangible assets	$	1,438,553			7.63	%	(2)

⁽¹⁾ The ratio of total common stockholders' equity to total assets is the most comparable GAAP measure to the non-GAAP tangible common equity ratio presented herein.

⁽²⁾ TCE ratio

All dividends must conform to applicable statutory requirements. The Company’s ability to pay dividends to stockholders depends on the Bank’s ability to pay dividends to the Company. Additionally, the ability of the Bank to pay dividends to the Company is subject to certain regulatory restrictions. Under New York law, a bank may pay a dividend on its common stock only out of net profits, and must obtain the approval of the Superintendent of the DFS if the total of all dividends declared by a bank or trust company in any calendar year exceeds the total of its net profits for that year combined with its retained net profits of the preceding two years, less any required transfer to surplus or a fund for the retirement of any preferred stock.

28

No cash dividends were declared by the Company during the three months ended December 31, 2021 and 2020. On January 25, 2022 the Company’s Board of Directors approved the payment of a $0.10 per common share cash dividend payable on February 15, 2022, to stockholders of record on February 8, 2022. This is the Company’s first cash dividend.

Off-Balance Sheet Arrangements - The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated financial statements. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer. Collateral required varies, but may include accounts receivable, inventory, equipment, real estate and income-producing commercial properties. At December 31, 2021 and September 30, 2021, commitments to originate loans and commitments under unused lines of credit for which the Bank is obligated amounted to approximately $72 million and $106 million, respectively.

Letters of credit are conditional commitments guaranteeing payments of drafts in accordance with the terms of the letter of credit agreements. Commercial letters of credit are used primarily to facilitate trade or commerce and are also issued to support public and private borrowing arrangements, bond financing and similar transactions. Collateral may be required to support letters of credit based upon management’s evaluation of the creditworthiness of each customer. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. At December 31, 2021 and September 30, 2021, letters of credit outstanding were approximately $786 thousand.

Results of Operations – Comparison of the Three Months Ended December 31, 2021 and 2020 – The Company recorded net income of $6.5 million during the three months ended December 31, 2021 versus net income of $1.5 million in the comparable three month period a year ago. The increase in earnings for the three months ended December 31, 2021 versus the comparable 2020 period was primarily due to a $7.9 million, or 108.39%, increase in net interest income coupled with a $2.1 million improvement in non-interest income. Partially offsetting these positive factors was a $2.7 million increase in total operating expenses, principally resulting from growth in compensation and benefits due largely to an increase in personnel from the acquisition of Savoy in May 2021, coupled with an $800 thousand increase in the provision for loan losses expense due to growth in the loan portfolio in the fourth calendar quarter of 2021.

Net Interest Income and Margin

The $7.9 million improvement in net interest income was largely attributable to growth in average interest-earning assets of 67.6%, primarily loans, and a 86 basis point increase in the net interest margin to 4.39% in 2021 from 3.53% in the year ago period.  The wider net interest margin was largely due to a 78 basis point reduction in the average cost of interest-bearing liabilities to 0.48% in the 2021 period. Included in net interest income was accretion and amortization of purchase accounting adjustments of $1.6 million during the three months ended December 31, 2021 arising from the acquisition of Savoy.  Excluding these purchase accounting adjustments, the adjusted net interest margin was 3.90% and 3.76% in the quarter ended December 31, 2021 and 2020, respectively.

The lower cost of average interest-bearing liabilities in 2021 resulted from an improved deposit mix.  Lower cost core deposits (demand, NOW, savings and money market accounts) increased by $538.4 million while higher cost certificates of deposit declined by $50.0 million compared to the year ago period. Also contributing to the improvement in net interest income for the three months ended December 31, 2021 versus 2020 was a reduction in the average rate paid on Fed funds purchased and FHLB and FRB advances of 61 basis points to 0.50% in the 2021 quarter.

29

NET INTEREST INCOME ANALYSIS

For the Three Months Ended December 31, 2021 and 2020

(dollars in thousands)

	2021							2020
	Average Balance		Interest		Average Yield/Cost			Average Balance		Interest		Average Yield/Cost
Assets:
Interest-earning assets:
Loans	$	1,253,827	$	16,381		5.18	%	$	724,751	$	9,258		5.07	%
Investment securities		15,634		155		3.93	%		16,520		173		4.15	%
Interest-earning cash		106,660		38		0.14	%		78,958		21		0.11	%
FHLB stock and other investments		5,252		42		3.17	%		3,922		45		4.55	%
Total interest-earning assets		1,381,373		16,616		4.77	%		824,151		9,497		4.57	%
Non interest-earning assets:
Cash and due from banks		8,264							4,709
Other assets		49,011							24,300
Total assets	$	1,438,648						$	853,160
Liabilities and stockholders' equity:
Interest-bearing liabilities:
Savings, NOW and money market deposits	$	609,251	$	366		0.24	%	$	186,894	$	117		0.25	%
Time deposits		346,448		491		0.56	%		391,442		1,454		1.47	%
Total savings and time deposits		955,699		857		0.36	%		578,336		1,571		1.08	%
Fed funds purchased & FHLB & FRB advances		126,058		160		0.50	%		78,937		221		1.11	%
Note payable		-		-		0.00	%		1,303		73		22.23	%	(1)
Subordinated debentures		24,499		330		5.34	%		22,899		305		5.28	%
Total interest-bearing liabilities		1,106,256		1,347		0.48	%		681,475		2,170		1.26	%
Demand deposits		192,161							83,701
Other liabilities		13,834							8,921
Total liabilities		1,312,251							774,097
Stockholders' equity		126,397							79,063
Total liabilities & stockholders' equity	$	1,438,648						$	853,160
Net interest rate spread						4.29	%						3.31	%
Net interest income/margin			$	15,269		4.39	%			$	7,327		3.53	%

⁽¹⁾ Reflects impact of debt extinguishment charges of approximately $54 thousand recorded in October 2020.

30

Provision and Allowance for Loan Losses

The Company recorded a $900 thousand provision for loan losses expense for the three months ended December 31, 2021 versus a $100 thousand expense recorded for the comparable period in 2020. The adequacy of the provision and the resulting allowance for loan losses, which was $9.4 million at December 31, 2021, is determined by management’s ongoing review of the loan portfolio including, among other things, impaired loans, past loan loss experience, known and inherent risks in the portfolio, existing adverse situations that may affect the borrower’s ability to repay and estimated fair value of any underlying collateral securing loans. Moreover, management evaluates changes, if any, in underwriting standards, collection, charge-off and recovery practices, the nature or volume of the portfolio, lending staff, concentration of loans, as well as current economic conditions and other relevant factors. Management believes the allowance for loan losses is adequate to provide for probable and reasonably estimable losses at December 31, 2021. (See also Critical Accounting Policies, Judgments and Estimates and Asset Quality contained herein.)

Non-interest Income

Non-interest income increased by $2.1 million for the three months ended December 31, 2021 versus 2020. This increase in loan fees and deposit service charges was primarily driven by increases in loan and deposit balances, primarily as a result of the acquisition of Savoy. The increase in income related to loan servicing rights was due to growth in the volume of loans serviced by the Company, primarily due to the acquisition of Savoy. For the three months ended December 31, 2021 and 2020, the Company sold loans totaling approximately $35.2 million and $8.1 million, respectively, recognizing net gains of $1.5 million and $181 thousand, respectively.

Non-Interest Income

For the three months ended December 31, 2021 and 2020

(dollars in thousands)

	Three months ended December 31,				Over/ (under)
	2021		2020		2020
Loan servicing and fee income	$	690	$	83		731.3	%
Service charges on deposit accounts		63		15		320.0
Net gain on sale of loans held for sale		1,492		181		724.3
Other income		130		7		1,757.1
Total non-interest income	$	2,375	$	286		730.4	%

Non-interest Expense

Total non-interest expense increased by $2.7 million for the three months ended December 31, 2021 versus 2020. The overall increase in non-interest expenses was primarily driven by the additional headcount, facilities and transaction volume associated with the acquisition of Savoy. The increase in other non-interest expenses is primarily due to increased assessment charges and correspondent banking fees due to the increased size of the Company.

Non-Interest Expense

For the three months ended December 31, 2021 and 2020

(dollars in thousands)

	Three months ended December 31,				Over/ (under)
	2021		2020		2020
Salaries and employee benefits	$	4,939	$	3,108		58.9	%
Occupancy and equipment		1,413		1,171		20.7
Data processing		366		245		49.4
Advertising and promotion		33		48		(31.3	)
Acquisition costs		-		145		(100.0	)
Professional fees		499		412		21.1
Other expenses		1,014		461		120.0
Total non-interest expense	$	8,264	$	5,590		47.8	%

The Company recorded income tax expense of $1.9 million and an effective tax rate of 22.9% for the three months ended December 31, 2021 versus income tax expense of $404 thousand and an effective tax rate of 21.0% in the comparable 2020 period.

Asset Quality - Total non-accrual loans at December 31, 2021 were $6.1 million, or 0.48% of total loans, compared to $7.0 million, or 0.56% of total loans at September 30, 2021 and $4.1 million, or 0.56% of total loans, at December 31, 2020. Management believes all of the Company’s non-accrual loans at December 31, 2021 are well collateralized and no specific reserves have been taken with regard to these loans. The allowance for loan losses as a percentage of total non-accrual loans amounted to 153%, 122% and 197% at December 31, 2021, September 30, 2021 and December 31, 2020, respectively.

31

Total accruing loans, excluding purchased credit-impaired loans, delinquent 30 days or more amounted to $6.1 million, $8.2 million and $5.1 million at December 31, 2021, September 30, 2021 and December 31, 2020, respectively.

Total loans having credit risk ratings of Special Mention or Substandard were $42.4 million at December 31, 2021 versus $51.9 million at September 30, 2021 and $16.7 million at December 31, 2020. The increase in both the Special Mention and Substandard levels is due to the acquired loan portfolio of Savoy Bank. The acquired portfolio has a large component of SBA loans, which have been supported through the COVID-pandemic with assistance from the SBA. The high level of criticized loans in the Savoy portfolio results in part from a conservative view of these borrowers’ ability to perform once government assistance ends, as well as specific instances of borrowers seeking assistance/deferrals/modifications due to the impact to their business.  The Company’s Special Mention and Substandard loans were comprised of residential real estate, multi-family, commercial real estate loans and commercial and industrial loans (including SBA facilities) at December 31, 2021. The Company had no loans with a credit risk rating of Doubtful for the periods presented. All loans not having credit risk ratings of Special Mention, Substandard or Doubtful are considered pass loans.

At December 31, 2021, the Company had $1.7 million in troubled debt restructurings (“TDRs”), consisting of residential real estate loans. The Company had TDRs amounting to $1.7 million and $1.7 million at September 30, 2021 and December 31, 2020, respectively.

At December 31, 2021, the Company’s allowance for loan losses amounted to $9.4 million or 0.73% of period-end total loans outstanding. The allowance as a percentage of loans outstanding was 0.69% at September 30, 2021 and 1.09% at December 31, 2020. The Company recorded net loan recoveries of $66 thousand during the three months ended December 31, 2021 versus no loan charge-offs during the three months ended September 30, 2021. The Company recorded net loan recoveries of $10 thousand during the three months ended December 31, 2020.

The Company record a $900 thousand provision for loan losses expense for the three months ended December 31, 2021 versus a $100 thousand expense recorded for the comparable period in 2020. Adjustments to the Company’s loss experience is based on management’s evaluation of several environmental factors, including: changes in local, regional, national, and international economic and business conditions and developments that affect the collectability of the loan portfolio, including the condition of various market segments; changes in the nature and volume of the Company’s portfolio and in the terms of the Company’s loans; changes in the experience, ability, and depth of lending management and other relevant staff; changes in the volume and severity of past due loans, the volume of nonaccrual loans and the volume and severity of adversely classified or graded loans; changes in the quality of the Company’s loan review system; changes in lending policies, procedures and strategies; changes in the value of underlying collateral for collateral-dependent loans; the existence and effect of any concentrations of credit and changes in the level of such concentrations; and the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s existing portfolio.

Management has determined that the current level of the allowance for loan losses is adequate in relation to the probable and reasonably estimable losses present in the portfolio. While management uses available information to recognize probable and reasonably estimable losses on loans, future additions to the allowance may be necessary and management may need to record loan charge-offs in future periods. Changes in estimates could result in a material change in the allowance. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. (See also Critical Accounting Policies, Judgments and Estimates contained herein).

32

ASSET QUALITY

December 31, 2021 versus September 30, 2021 and December 31, 2020

(dollars in thousands)

	As of or for the three months ended
	12/31/2021			9/30/2021			12/31/2020
Non-accrual loans	$	6,115		$	7,028		$	4,053
Non-accrual loans held for sale		-			-			-
Other real estate owned		-			-			-
Total non-performing assets (1)	$	6,115		$	7,028		$	4,053
Purchased credit-impaired loans 90 days or more past due and still accruing	$	2,501		$	2,519		$	318
Performing TDRs		455			455			454
Loans held for sale		-			-			4,150
Loans held for investment		1,277,434			1,247,125			728,752
Allowance for loan losses:
Beginning balance	$	8,552		$	7,852		$	7,869
Provision		900			700			100
Charge-offs		(66	)		-			-
Recoveries		-			-			10
Ending balance	$	9,386		$	8,552		$	7,979
Allowance for loan losses as a % of total loans (2)		0.73	%		0.69	%		1.09	%
Allowance for loan losses as a % of non-accrual loans (2)		153	%		122	%		197	%
Non-accrual loans as a % of total loans (2)		0.48	%		0.56	%		0.56	%
Non-performing assets as a % of total loans, loans held for sale and other real estate owned		0.48	%		0.56	%		0.55	%
Non-performing assets as a % of total assets		0.42	%		0.47	%		0.46	%
Non-performing assets, purchased credit-impaired loans 90 days or more past due and still accruing and performing TDRs, to total loans held for sale and investment		0.71	%		0.80	%		0.66	%

⁽¹⁾ Non-performing assets defined as non-accrual loans, non-accrual loans held for sale and other real estate owned.

⁽²⁾ Excludes loans held for sale.

33

ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company originates and invests in interest-earning assets and solicits interest-bearing deposit accounts. The Company’s operations are subject to market risk resulting from fluctuations in interest rates to the extent that there is a difference between the amounts of interest-earning assets and interest-bearing liabilities that are prepaid, withdrawn, matured or repriced in any given period of time. The Company’s earnings or the net value of its portfolio will change under different interest rate scenarios. The principal objective of the Company’s asset/liability management program is to maximize net interest income within an acceptable range of overall risk, including both the effect of changes in interest rates and liquidity risk.

The following presents the Company’s economic value of equity (“EVE”) and net interest income (“NII”) sensitivities at December 31, 2021 (dollars in thousands). The results are within the Company’s policy limits.

At December 31, 2021
Interest Rates	Estimated		Estimated Change in EVE						Interest Rates	Estimated		Estimated Change in NII (1)
(basis points)	EVE		Amount			%			(basis points)	NII (1)		Amount			%
+400	$	154,270	$	(34,721	)		(18.4	)	+400	$	53,720	$	(298	)		(0.6	)
+300		163,684		(25,307	)		(13.4	)	+300		54,192		174			0.3
+200		171,008		(17,983	)		(9.5	)	+200		54,471		453			0.8
+100		177,731		(11,260	)		(6.0	)	+100		54,365		347			0.6
0		188,991							0		54,018
-100		206,319		17,328			9.2		-100		51,577		(2,441	)		(4.5	)

⁽¹⁾ Assumes 12 month time horizon.

ITEM 4. – CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rule l3a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Company's principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company's periodic reports filed with the Securities and Exchange Commission. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

There were no changes to the Company's internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II

ITEM 1. - LEGAL PROCEEDINGS

The Company is not subject to any legal proceedings, which could have a materially adverse impact on its results of operations and financial condition.

ITEM 1A. – RISK FACTORS

There have been no changes to the risks disclosed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended September 30, 2021, as filed with the Securities and Exchange Commission.

ITEM 2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

34

ITEM 3. – DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. – OTHER INFORMATION

Not applicable.

ITEM 6. – EXHIBITS

31.1	Certification of principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

35

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.

	HANOVER BANCORP, INC.
Dated: February 7, 2022		/s/ Michael P. Puorro
		Michael P. Puorro
		Chairman & Chief Executive Officer
		(principal executive officer)
Dated: February 7, 2022		/s/ Lance P. Burke
		Lance P. Burke
		Executive Vice President & Chief Financial Officer
		(principal financial and accounting officer)

36

EXHIBIT INDEX

Exhibit Number	Description
31.1	Certification of principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

37