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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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 number: 000-55084

Prudential Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

46-2935427

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

1834 West Oregon Avenue
Philadelphia, Pennsylvania

19145

(Address of Principal Executive Offices)

(Zip Code)

(215) 755-1500

(Registrant’s Telephone Number, Including Area Code)

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

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

PBIP

Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    

Yes      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 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 13(a) of the Exchange Act

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    No  

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practical date: as of August 2, 2021, 10,819,006 shares were issued and 7,794,315 shares were outstanding.

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Page

PART I

FINANCIAL INFORMATION:

Item 1.

Consolidated Financial Statements

Unaudited Consolidated Statements of Financial Condition June 30, 2021 and September 30, 2020

3

Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2021 and 2020

4

Unaudited Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended June 30, 2021 and 2020

5

Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended June 30, 2021 and 2020

6

Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2021 and 2020

8

Notes to Unaudited Consolidated Financial Statements

10

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

33

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

45

Item 4.

Controls and Procedures

46

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

46

Item 1A.

Risk Factors

46

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

47

Item 3.

Defaults Upon Senior Securities

47

Item 4.

Mine Safety Disclosures

47

Item 5.

Other Information

47

Item 6.

Exhibits

48

SIGNATURES

48

2

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

June 30, 

September 30, 

    

2021

    

2020

(Dollars in Thousands)

ASSETS

  

  

Cash and amounts due from depository institutions

$

1,958

$

2,781

Interest-bearing deposits

 

77,329

 

114,300

 

  

 

  

Total cash and cash equivalents

 

79,287

 

117,081

Certificates of deposit

 

2,102

 

2,102

Investment and mortgage-backed securities available for sale at fair value

 

334,887

 

420,364

Investment and mortgage-backed securities held to maturity (fair value—June 30, 2021, $23,242; September 30, 2020, $24,330)

 

22,006

 

22,860

Equity securities

38

51

Loans receivable—net of allowance for loan losses (June 30, 2021, $8,356; September 30, 2020, $8,303)

 

609,788

 

588,300

Accrued interest receivable

 

4,262

 

4,699

Other real estate owned

 

3,832

 

Restricted bank stock—at cost

 

10,206

 

12,532

Office properties and equipment—net

 

6,955

 

7,129

Bank owned life insurance (BOLI)

 

32,967

 

32,498

Deferred income taxes, net

 

2,643

 

3,902

Goodwill

 

6,102

 

6,102

Core deposit intangible

 

269

 

340

Prepaid expenses and other assets

 

9,708

 

5,393

TOTAL ASSETS

$

1,125,052

$

1,223,353

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

 

  

 

  

LIABILITIES:

 

  

 

  

Deposits:

 

  

 

  

Non-interest-bearing

$

32,030

$

30,002

Interest-bearing

 

699,230

 

740,947

Total deposits

 

731,260

 

770,949

Advances from Federal Home Loan Bank - short term

 

 

25,000

Advances from Federal Home Loan Bank - long term

 

234,298

 

260,253

Accrued interest payable

 

2,272

 

3,374

Advances from borrowers for taxes and insurance

 

2,558

 

2,798

Interest rate swap contracts

14,196

20,960

Accounts payable and accrued expenses

 

9,102

 

10,902

Total liabilities

 

993,686

 

1,094,236

STOCKHOLDERS’ EQUITY:

 

  

 

  

Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued

 

 

Common stock, $.01 par value, 40,000,000 shares authorized; 10,819,006 issued and 7,844,002 outstanding at June 30, 2021; 10,819,006 issued and 8,138,675 outstanding  at September 30, 2020

 

108

 

108

Additional paid-in capital

 

118,384

 

118,270

Treasury stock, at cost: 2,975,004 shares  at June 30, 2021 and 2,680,331 shares at September 30, 2020

 

(43,318)

 

(39,207)

Retained earnings

 

57,002

 

52,889

Accumulated other comprehensive loss

 

(810)

 

(2,943)

Total stockholders’ equity

 

131,366

 

129,117

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

1,125,052

$

1,223,353

See notes to unaudited consolidated financial statements.

3

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Nine Months Ended

    

June 30, 

June 30, 

    

2021

    

2020

2021

    

2020

INTEREST INCOME:

Interest and fees on loans

$

6,428

$

6,012

$

19,091

$

19,175

Interest on mortgage-backed securities

 

1,193

 

1,989

 

4,237

 

7,345

Interest and dividends on investments

 

1,701

 

1,665

 

5,058

 

5,231

Interest on interest-bearing deposits

 

17

 

125

 

107

 

877

Total interest income

 

9,339

 

9,791

 

28,493

 

32,628

INTEREST EXPENSE:

 

  

 

 

  

 

Interest on deposits

 

2,055

 

2,461

 

6,186

 

8,452

Interest on advances from FHLB - short term

 

 

61

 

39

 

1,026

Interest on advances from FHLB - long term

 

1,511

 

1,964

 

5,087

 

5,714

Total interest expense

 

3,566

 

4,486

 

11,312

 

15,192

NET INTEREST INCOME

 

5,773

 

5,305

 

17,181

 

17,436

PROVISION FOR LOAN LOSSES

 

 

750

 

 

1,375

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

5,773

 

4,555

 

17,181

 

16,061

NON-INTEREST INCOME:

 

  

 

 

  

 

Fees and other service charges

 

176

 

99

 

429

 

414

Gain on sale of mortgage-backed securities available for sale

 

910

 

3,311

 

910

 

5,993

Holding (loss) gain on equity securities

 

(16)

 

21

 

(12)

 

(37)

Gain on sale of loans

 

24

 

16

 

82

 

281

Swap income (loss)

 

60

 

76

 

379

 

(224)

Earnings from BOLI

 

155

 

158

 

467

 

492

Other

 

86

 

81

 

252

 

343

Total non-interest income

 

1,395

 

3,762

 

2,507

 

7,262

NON-INTEREST EXPENSES:

 

  

 

 

  

 

Salaries and employee benefits

 

2,682

 

2,209

 

7,627

 

7,131

Data processing

 

247

 

186

 

663

 

612

Professional services

 

357

 

474

 

1,196

 

1,186

Office occupancy

 

248

 

202

 

753

 

624

Depreciation

 

107

 

116

 

326

 

384

Director compensation

 

70

 

46

 

177

 

179

Federal Deposit Insurance Corporation premiums

 

255

 

165

 

605

 

541

Real estate owned expense

 

 

11

 

 

151

Advertising

 

27

 

42

 

71

 

134

Core deposit amortization

 

22

 

26

 

71

 

82

Other

 

528

 

519

 

1,502

 

1,453

Total non-interest expenses

 

4,543

 

3,996

 

12,991

 

12,477

INCOME BEFORE INCOME TAXES

 

2,625

 

4,321

 

6,697

 

10,846

INCOME TAXES:

 

  

 

  

 

  

 

Current (benefit) expense

 

(186)

 

943

 

216

 

2,234

Deferred expense (benefit)

 

573

 

(242)

 

692

 

(395)

Total

 

387

 

701

 

908

 

1,839

NET INCOME

$

2,238

$

3,620

$

5,789

$

9,007

BASIC EARNINGS PER SHARE

$

0.28

$

0.44

$

0.73

$

1.04

DILUTED EARNINGS PER SHARE

$

0.28

$

0.44

$

0.72

$

1.03

See notes to unaudited consolidated financial statements.

4

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended June 30, 

Nine Months Ended June 30, 

    

2021

    

2020

2021

    

2020

Net income

$

2,238

$

3,620

$

5,789

$

9,007

 

  

 

  

 

  

 

  

Unrealized holding gain (loss) on available-for-sale securities

944

5,409

(1,848)

9,061

Tax effect

(199)

(1,136)

387

(1,903)

Reclassification adjustment for net gains recorded in net income

 

(910)

 

(3,311)

 

(910)

 

(5,993)

 

  

 

  

 

  

 

  

Tax effect

 

191

 

695

 

191

 

1,258

Unrealized holding gain (loss) on interest rate swap contracts

 

902

 

(990)

 

5,461

 

(9,612)

 

  

 

  

 

  

 

  

Tax effect

 

(189)

 

208

 

(1,148)

 

2,019

 

  

 

  

 

  

 

  

Total other comprehensive income (loss)

 

739

 

875

 

2,133

 

(5,170)

 

  

 

  

 

  

 

  

Comprehensive income

$

2,977

$

4,495

$

7,922

$

3,837

See notes to unaudited consolidated financial statements.

5

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Accumulated

Additional

Other

Total

Common

Paid-In

Treasury

Retained

Comprehensive

Stockholders’

    

Stock

    

Capital

    

Stock

    

Earnings

    

(Loss) Income

    

Equity

(Dollars in Thousands, Except Per Share Data)

BALANCE, April 1, 2021

$

108

$

118,295

$

(41,909)

$

55,313

$

(1,549)

$

130,258

Net income

 

 

 

  

 

2,238

 

  

 

2,238

Other comprehensive gain

 

 

 

  

 

  

 

739

 

739

Dividends paid ($0.07 per share)

 

 

 

  

 

(549)

 

  

 

(549)

Purchase of treasury stock (100,000 shares)

 

 

 

(1,409)

 

  

 

  

 

(1,409)

Treasury stock used for employee benefit plan.

 

 

 

 

  

 

  

 

Stock option expense

 

 

46

 

 

  

 

  

 

46

Restricted share award expense

43

43

BALANCE, June 30, 2021

$

108

$

118,384

$

(43,318)

$

57,002

$

(810)

$

131,366

Accumulated

Additional

Other

Total

Common

Paid-In

Treasury

Retained

Comprehensive

Stockholders’

    

Stock

    

Capital

    

Stock

    

Earnings

    

(Loss) Income

    

Equity

(Dollars in Thousands, Except Per Share Data)

BALANCE, April 1, 2020

$

108

$

118,123

$

(30,994)

$

49,862

$

(4,853)

$

132,246

Net income

 

 

 

  

 

3,620

 

  

 

3,620

Other comprehensive gain

 

 

 

  

 

  

 

875

 

875

Dividends paid ($0.07 per share)

 

 

 

  

 

(571)

 

  

 

(571)

Purchase of treasury stock (635,020 shares)

 

 

 

(8,026)

 

  

 

  

 

(8,026)

Stock option expense

 

 

47

 

 

  

 

  

 

47

Restricted share award expense

48

48

BALANCE, June 30, 2020

$

108

$

118,218

$

(39,020)

$

52,911

$

(3,978)

$

128,239

6

Accumulated

Additional

Other

Total

Common

Paid-In

Treasury

Retained

Comprehensive

Stockholders’

    

Stock

    

Capital

    

Stock

    

Earnings

    

(Loss) Income

    

Equity

(Dollars in Thousands, Except Per Share Data)

BALANCE, October 1, 2020

$

108

$

118,270

$

(39,207)

$

52,889

$

(2,943)

$

129,117

Net income

 

 

 

  

 

5,789

 

  

 

5,789

Other comprehensive income

 

 

 

  

 

  

 

2,133

 

2,133

Dividends paid ($0.21 per share)

 

 

 

  

 

(1,676)

 

  

 

(1,676)

Purchase of treasury stock (309,311 shares)

 

 

 

(4,315)

 

  

 

  

 

(4,315)

Treasury stock used for employee benefit plan (14,638 shares)

 

 

(143)

 

204

 

  

 

  

 

61

Stock option expense

 

 

130

 

 

  

 

  

 

130

Restricted share award expense

127

127

 

 

 

  

 

  

 

  

 

BALANCE, June 30, 2021

$

108

$

118,384

$

(43,318)

$

57,002

$

(810)

$

131,366

Accumulated

Additional

Other

Total

Common

Paid-In

Treasury

Retained

Comprehensive

Stockholders’

    

Stock

    

Capital

    

Stock

    

Earnings

    

(Loss) Income

    

Equity

(Dollars in Thousands)

BALANCE, October 1, 2019

$

108

$

118,384

$

(29,698)

$

49,625

$

1,192

$

139,611

Net income

 

 

 

  

 

9,007

 

  

 

9,007

Other comprehensive loss

 

 

 

  

 

  

 

(5,170)

 

(5,170)

Dividends paid ($0.64 per share)

 

 

 

  

 

(5,646)

 

  

 

(5,646)

Purchase of treasury stock (787,029 shares)

 

 

 

(10,025)

 

  

 

  

 

(10,025)

Treasury stock used for employee benefit plan (44,587 shares)

 

 

(787)

 

703

 

  

 

  

 

(84)

Stock option expense

 

 

317

 

 

  

 

  

 

317

Restricted share award expense

304

304

Reclassification for adoption of ASC topic 842

 

 

 

  

 

(75)

 

 

(75)

BALANCE, June 30, 2020

$

108

$

118,218

$

(39,020)

$

52,911

$

(3,978)

$

128,239

See notes to unaudited consolidated financial statements.

7

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended June 30, 

    

2021

    

2020

(Dollars in Thousands)

OPERATING ACTIVITIES:

 

  

Net income

$

5,789

$

9,007

Adjustments to reconcile net income to net cash provided by operating activities:

 

  

 

  

Depreciation

 

326

 

384

Net amortization/accretion of premiums/discounts and other amortization

 

(497)

 

(920)

Provision for loan losses

1,375

Accretion of deferred loan fees and costs

 

(167)

 

(85)

Income from bank owned life insurance

(467)

(492)

Gain on sale of investment and mortgage-backed securities

 

(910)

 

(5,993)

Write-down of real estate owned

125

Gain on sale of loans

 

(82)

 

(281)

Proceeds from the sale of loans

 

5,257

 

21,850

Originations of loans held for sale

 

(5,175)

 

(7,572)

Share-based compensation expense

 

257

 

621

Holding losses on equity securities

12

37

Deferred income tax expense (benefit)

 

692

 

(395)

Changes in assets and liabilities which provided (used) cash:

 

  

 

Accrued interest receivable

 

437

 

(585)

Accrued interest payable

 

(1,102)

 

(1,314)

Other, net

 

(578)

 

216

Net cash provided by operating activities

 

3,792

 

15,978

INVESTING ACTIVITIES:

 

  

 

  

Purchase of investment and mortgage-backed securities available for sale

 

(35,146)

 

(165,178)

Purchase of investment and mortgage-backed securities held to maturity

 

 

(2,500)

Loans originated or acquired

 

(143,419)

 

(94,655)

Principal collected on loans

 

113,062

 

80,352

Principal payments received on investment and mortgage-backed securities:

 

  

 

Held-to-maturity

 

785

 

45,441

Available-for-sale

 

106,717

 

105,661

Proceeds from sale of investment and mortgage-backed securities

 

11,060

 

142,055

Proceeds from redemption of FHLB stock

 

3,347

 

9,881

Purchase of FHLB stock

 

(1,021)

 

(6,457)

Purchases of equipment

 

(152)

 

(355)

Net cash provided by investing activities

 

55,233

 

114,245

8

Nine Months Ended June 30, 

    

2021

    

2020

(Dollars in thousands)

FINANCING ACTIVITIES:

Net (decrease) increase in demand deposits, NOW accounts, and savings accounts

 

(38,226)

 

156,611

Net decrease in certificates of deposit

 

(1,467)

 

(174,906)

Net decrease in FHLB advances - short term

(25,000)

(65,000)

Repayment of FHLB advances - long term

 

(25,956)

 

(20,835)

(Decrease) increase in advances from borrowers for taxes and insurance

(240)

927

Cash dividends paid

 

(1,676)

 

(5,646)

Treasury stock used for employee benefit plans

61

703

Purchase of treasury stock

 

(4,315)

 

(10,025)

Net cash used in financing activities

 

(96,819)

 

(118,171)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(37,794)

 

12,052

CASH AND CASH EQUIVALENTS—Beginning of period

 

117,081

 

47,968

CASH AND CASH EQUIVALENTS—End of period

$

79,287

$

60,020

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

  

 

  

Cash paid during the period for:

Interest paid on deposits and advances from FHLB

$

12,414

$

16,506

Income taxes paid

$

70

$

1,285

SUPPLEMENTAL DISCLOSURES OF NONCASH ITEMS:

 

  

 

  

Loans transferred to other real estate owned

$

3,832

$

183

Lease adoption:

Right of use lease asset

$

$

1,415

Lease liability

$

$

1,536

See the accompany notes to the unaudited consolidated financial statements.

9

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    SIGNIFICANT ACCOUNTING POLICIES

Prudential Bancorp, Inc. (the “Company”) is a Pennsylvania corporation and the parent holding company for Prudential Bank (the “Bank”). The Company is a registered bank holding company.

The Bank is a community-oriented, Pennsylvania-chartered savings bank headquartered in South Philadelphia. The banking office network currently consists of the headquarters and main office (which includes a branch office), an administrative office, and nine additional full-service branch offices. Eight of the branch offices are located in Philadelphia (Philadelphia County), one is in Drexel Hill, Delaware County, and one is in Huntingdon Valley, Montgomery County (both of the latter are Pennsylvania counties). The Bank maintains ATMs at all 10 of the banking offices. The Bank also provides on-line and mobile banking services.

The Bank is subject to regulation by the Pennsylvania Department of Banking and Securities (the “Department”), as its chartering authority and primary regulator, and by the Federal Deposit Insurance Corporation (the “FDIC”), which insures the Bank’s deposits up to applicable limits. As a bank holding company, the Company is subject to the regulation of the Board of Governors of the Federal Reserve System.

Basis of presentation – The accompanying unaudited consolidated financial statements were prepared pursuant to the rules and regulations of the U. S. Securities and Exchange Commission (“SEC”) for interim information and therefore do not include all the information or footnotes necessary for a complete presentation of financial condition, results of operations, comprehensive income, changes in equity and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). However, all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the financial statements have been included. The results for the three and nine months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2021, or any other period. These financial statements should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020. The significant accounting policies followed in the presentation of interim financial results are the same as those followed on an annual basis. These policies are presented on pages 72 through 76 of the Annual Report on Form 10-K for the year ended September 30, 2020.

Use of Estimates in the Preparation of Financial StatementsThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The most significant estimates and assumptions in the Company’s consolidated financial statements are reflected in the allowance for loan losses, deferred income taxes, other-than-temporary impairment, interest rate swap contracts and the fair value measurement for financial instruments. Actual results could differ from those estimates.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.  The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset.  The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. This

10

Update for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10-3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position and or results of operations.

In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective dates of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This Update also amends the mandatory effective date for the elimination of Step 2 from the goodwill impairment test under ASU No. 2017-04, Intangibles ‒ Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (Goodwill), to align with the effective date used for credit losses. Furthermore, the ASU provides a one-year deferral of the effective dates of the ASUs on derivatives and hedging and leases for companies that are not public business entities. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

In January 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through June 30, 2022. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position and/or results of operations.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from LIBOR and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to December 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for

11

certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position and/or results of operations.

In March 2021, the FASB issued ASU 2021-03, Intangibles – Goodwill and Other (Topic 350), which provides private companies and not-for-profit entities with an accounting alternative to elect not to monitor for goodwill impairment-triggering events during the reporting period and, instead, to evaluate the facts and circumstances as of the end of the reporting period to determine whether it is more likely than not that goodwill is impaired. The amendments in this Update are effective on a prospective basis for fiscal years beginning after December 15, 2019. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance as of March 31, 2021. An entity should not retroactively adopt the amendments in this Update for interim financial statements already issued in the year of adoption. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which requires an entity to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant.  An entity should measure the effect of a modification as the difference between the fair value of the modified warrant and the fair value of that warrant immediately before modification. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842), which amends ASC 842 so that lessors are no longer required to recognize a selling loss upon commencement of a lease with variable lease payments that, prior to the amendments, would have been classified as a sales-type or direct financing lease.  Furthermore, a lessor must classify as an operating lease any lease that would otherwise be classified as a sales-type or direct financing lease and that would result in the recognition of a selling loss at lease commencement, provided that the lease includes variable lease payments that do not depend on an index or rate.  For public business entities and certain not-for-profit entities and employee benefit plans that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years.  For all other entities that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022.  All entities that have adopted ASC 842 are permitted to early adopt the amendments in ASU 2021-05. The amendments in ASU 2021-05 are effective as of the same date as the guidance in ASC 842 for entities that have not adopted ASC 842.  This Update is not expected to have a significant impact on the Company’s financial statements.

2.    EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock issued, net of any treasury shares and unearned restricted share awards, during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, after consideration of the potential dilutive effect of common stock equivalents (CSEs), based upon the treasury stock method using an average market price for the period.

12

The calculated basic and diluted earnings per share are as follows:

Three Months Ended June 30, 

2021

2020

(Dollars in Thousands Except Per Share Data)

    

Basic

    

Diluted

    

Basic

    

Diluted

Net income

$

2,238

$

2,238

$

3,620

$

3,620

Weighted average common shares outstanding

 

7,869,370

 

7,869,370

 

8,233,640

 

8,233,640

Effect of CSEs

 

 

25,938

 

 

13,658

Adjusted weighted average common shares used in earnings per share computation

 

7,869,370

 

7,895,308

 

8,233,640

 

8,247,298

Earnings per share

$

0.28

$

0.28

$

0.44

$

0.44

Nine Months Ended June 30, 

2021

2020

(Dollars in Thousands, Except Share and Per Share Data)

    

Basic

    

Diluted

    

Basic

    

Diluted

Net income

$

5,789

$

5,789

$

9,007

$

9,007

Weighted average common shares outstanding

 

7,983,728

 

7,983,728

 

8,669,322

 

8,669,322

Effect of CSEs

 

 

11,933

 

 

92,767

Adjusted weighted average common shares used in earnings per share computation

 

7,983,728

 

7,995,661

 

8,669,322

 

8,762,089

Earnings per share

$

0.73

$

0.72

$

1.04

$

1.03

As of June 30, 2021 and 2020, there were 267,728 and 514,659 shares of common stock, respectively, subject to options with exercise prices less than the then current market and which were included in the computation of diluted earnings per share. At June 30, 2021 and 2020, there were 253,530 and 265,030 shares of common stock, respectively, subject to options that had exercise prices greater than the then current market value and were considered anti-dilutive at such dates.

13

3.    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

Three Months Ended June 30, 2021

Three Months Ended June 30, 2020

Total 

Total 

accumulated

accumulated

Unrealized gain

Unrealized gain (loss)

other

Unrealized gain

Unrealized gain (loss)

other

(loss) on AFS

on interest rate swaps

comprehensive

(loss) on AFS

on interest rate swaps

comprehensive

    

securities (a)

    

(a)

    

income (loss)

    

securities (a)

    

(a)

    

income (loss)

Beginning balance, April 1

$

8,379

$

(9,928)

$

(1,549)

$

8,864

$

(13,717)

$

(4,853)

Other comprehensive (loss) income before reclassification

 

745

 

713

 

1,458

 

4,273

 

(782)

 

3,491

Total other comprehensive income (loss)

 

9,124

 

(9,215)

 

(91)

 

13,137

 

(14,499)

 

(1,362)

Reclassification for net gains recorded in net income

(719)

(719)

(2,616)

(2,616)

Ending balance, March 31

$

8,405

$

(9,215)

$

(810)

$

10,521

$

(14,499)

$

(3,978)

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

Nine Months Ended June 30, 2021

Nine Months Ended June 30, 2020

Total 

Total 

accumulated

accumulated

Unrealized gain

Unrealized gain (loss)

other

Unrealized gain

Unrealized gain (loss)

other

(loss) on AFS

on interest rate swaps

comprehensive

(loss) on AFS

on interest rate swaps

comprehensive

    

securities (a)

    

(a)

    

income (loss)

    

securities (a)

    

(a)

    

income (loss)

Beginning balance, October 1

$

10,585

$

(13,528)

$

(2,943)

$

8,098

$

(6,906)

$

1,192

Other comprehensive (loss) income before reclassification

 

(1,461)

 

4,313

 

2,852

 

7,158

 

(7,593)

 

(435)

Total other comprehensive income (loss)

 

9,124

 

(9,215)

 

(91)

 

15,256

 

(14,499)

 

757

Reclassification for net gains recorded in net income

(719)

(719)

(4,735)

(4,735)

Ending balance, March 31

$

8,405

$

(9,215)

$

(810)

$

10,521

$

(14,499)

$

(3,978)

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

14

4.    INVESTMENT AND MORTGAGE-BACKED SECURITIES

The amortized cost and fair value of investment and mortgage-backed securities, with gross unrealized gains and losses, are as follows:

June 30, 2021

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

    

Cost

    

Gains

    

Losses

    

Value

(Dollars in Thousands)

Securities Available for Sale:

  

  

  

  

U.S. government and agency obligations

$

10,779

$

80

$

$

10,859

State and political subdivisions

 

77,582

 

2,946

 

(49)

 

80,479

Mortgage-backed securities - U.S. government agencies

150,684

5,410

(565)

155,529

Corporate debt securities

 

85,201

 

2,956

 

(137)

 

88,020

Total debt securities available for sale

$

324,246

$

11,392

$

(751)

$

334,887

Securities Held to Maturity:

 

  

 

  

 

  

 

  

U.S. government and agency obligations

$

1,000

$

186

$

$

1,186

State and political subdivisions

 

17,994

 

820

 

 

18,814

Mortgage-backed securities - U.S. government agencies

 

3,012

 

230

 

 

3,242

Total securities held to maturity

$

22,006

$

1,236

$

$

23,242

September 30, 2020

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

    

Cost

    

Gains

    

Losses

    

Value

(Dollars in Thousands)

Securities Available for Sale:

  

  

  

  

U.S. government and agency obligations

$

22,241

$

153

$

$

22,394

State and political subdivisions

79,099

 

1,940

 

(1,418)

 

79,621

Mortgage-backed securities - U.S. government agencies

 

226,863

9,774

(71)

236,566

Corporate debt securities

 

78,764

 

3,564

 

(545)

 

81,783

Total debt securities

$

406,967

$

15,431

$

(2,034)

$

420,364

Securities Held to Maturity:

 

  

 

  

 

  

 

  

U.S. government and agency obligations

$

1,000

$

236

$

$

1,236

State and political subdivisions

 

18,076

 

925

 

 

19,001

Mortgage-backed securities - U.S. government agencies

 

3,784

 

309

 

 

4,093

Total securities held to maturity

$

22,860

$

1,470

$

$

24,330

The Company recognized holding losses on equity securities of $16,000 and $12,000 for the three and nine months ended June 30, 2021, respectively, and a holding gain of $21,000 and a holding loss on equity securities of $37,000, respectively, during the three and nine months ended June 30, 2020.

As of June 30, 2021, the Bank maintained $131.0 million of securities in a safekeeping account at the FHLB of Pittsburgh available to be used for collateral and convenience. As of June 30, 2021, the Bank was only required to hold $23.3 million as specific collateral for its borrowings from the FHLB of Pittsburgh; therefore the $107.7 million of excess securities as of such date were not restricted and could be sold or transferred if needed.

15

The following table shows the gross unrealized losses and related fair values of the Company’s investment and mortgage-backed securities, aggregated by investment category and length of time that individual securities had been in a continuous loss position as of June 30, 2021:

Less than 12 months

More than 12 months

Total

Gross

Gross

Gross

Unrealized

Fair

Unrealized

Fair

Unrealized

Fair

    

Losses

    

Value

    

Losses

    

Value

    

Losses

    

Value

(Dollars in Thousands)

Securities Available for Sale:

State and political subdivisions

$

$

$

(49)

$

4,937

$

(49)

$

4,937

Mortgage-backed securities -U.S. government agencies

 

(565)

 

25,341

 

 

 

(565)

 

25,341

Corporate debt securities

 

(137)

 

9,870

 

 

 

(137)

 

9,870

Total securities available for sale

$

(702)

$

35,211

$

(49)

$

4,937

$

(751)

$

40,148

The following table shows the gross unrealized losses and related fair values of the Company’s investment and mortgage-backed securities, aggregated by investment category and length of time that individual securities had been in a continuous loss position as of September 30, 2020:

Less than 12 months

More than 12 months

Total

Gross

Gross

Gross

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

Losses

Value

Losses

Value

Losses

Value

(Dollars in Thousands)

Securities Available for Sale:

 

  

 

  

 

  

 

  

 

  

State and political subdivisions

$

(126)

$

10,735

$

(1,292)

$

24,510

$

(1,418)

$

35,245

Mortgage-backed securities - US government agencies

 

(66)

 

10,025

 

(5)

 

584

 

(71)

 

10,609

Corporate debt securities

 

(545)

 

16,472

 

 

 

(545)

 

16,472

Total securities available for sale

$

(737)

$

37,232

$

(1,297)

$

25,094

$

(2,034)

$

62,326

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least once each quarter, and more frequently when economic or market concerns warrant such evaluation. The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities. Management also evaluates other facts and circumstances that may be indicative of an OTTI condition. This includes, but is not limited to, an evaluation of the type of security, the length of time and extent to which the fair value of the security has been less than cost, and the near-term prospects of the issuer.

The Company assesses whether a credit loss exists with respect to a security by considering whether (1) the Company has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery has occurred, or (3) it does not expect to recover the entire amortized cost basis of the security. The Company bifurcates the OTTI impact on impaired securities where impairment in value is deemed to be other than temporary between the component representing credit loss and the component representing loss related to other factors. The portion of the fair value decline attributable to credit loss must be recognized through a charge to earnings. The credit component is determined by comparing the present value of the cash flows expected to be collected, discounted at the rate in effect before recognizing any OTTI, with the amortized cost basis of the debt security. The Company uses the cash flows expected to be realized from the security, which includes assumptions about interest rates, timing and severity of defaults, estimates of potential recoveries, the cash flow distribution from the security and other factors, then applies a discount rate equal to the effective yield of the security. The difference between the present value of the expected cash flows and the amortized book value is considered a credit loss. The fair value of the security is determined using the same expected cash flows; the discount rate is a rate the Company determines from open market

16

and other sources as appropriate for the particular security. The difference between the fair value and the security’s remaining amortized cost is recognized in other comprehensive income (loss).

For both the three and nine months ended June 30, 2021 and 2020, the Company did not record any credit losses on investment securities through earnings.

Mortgage-Backed Securities – At June 30, 2021, there were 12 mortgage-backed security in a gross unrealized loss position for less than 12 months, while there was one security in a gross unrealized loss position for more than 12 months at such date. These securities represent asset-backed issues that are issued or guaranteed by a U.S. Government sponsored agency or carry the full faith and credit of the United States through a government agency and all of them are currently rated AAA by at least one bond credit rating agency. As a result, the Company did not consider these investments to be other-than-temporarily impaired at June 30, 2021.

Corporate Debt Securities – At June 30, 2021, there were four securities in a gross unrealized loss position for less than 12 months, while there were no securities in a gross unrealized loss position for more than 12 months at such date. These securities were issued by publicly reporting companies with an investment grade rating by at least one bond credit rating agency. As a result, the Company did not consider these investments to be other-than-temporarily impaired at June 30, 2021.

State and political subdivisions – At June 30, 2021, there were four securities in a gross unrealized loss position for less than 12 months, while there were two securities in a gross unrealized loss position for more than 12 months at such date. The unrealized losses on these debt securities relate principally to the changes in market rates of interest in the financial markets and are not as a result of projected cash flow shortfalls. These securities were issued by local municipalities/school districts with an investment grade rating by at least one bond credit rating agency. As a result, the Company did not consider these investments to be other-than-temporarily impaired at June 30, 2021.

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

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

June 30, 2021

Held to Maturity

Available for Sale

    

Amortized

    

Fair

    

Amortized

    

Fair

Cost

Value

Cost

Value

(Dollars in Thousands)

Due after one through five years

$

5,671

$

6,046

$

36,699

$

38,353

Due after five through ten years

 

9,281

 

9,598

 

50,218

 

51,496

Due after ten years

 

4,042

 

4,356

 

86,645

 

89,509

Total

$

18,994

$

20,000

$

173,562

$

179,358

During the three and nine month periods ended June 30, 2021, the Company sold securities with an aggregate amortized cost of $10.2 million, for a recognized aggregate gain of $910,000 (pre-tax). During the three month period ended June 30, 2020, the Company sold securities with an aggregate amortized cost of $44.6 million, for a recognized aggregate gain of $2.4 million (pre-tax). For the nine month period ended June 30, 2020, the Company sold securities with an aggregate amortized cost of $136.1 million, for a recognized gain of $6.0 million (pre-tax).

17

5.    LOANS RECEIVABLE

Loans receivable consist of the following:

June 30, 

September 30, 

    

2021

    

2020

(Dollars in Thousands)

One-to-four family residential

$

207,550

$

233,872

Multi-family residential

 

65,721

 

31,100

Commercial real estate

 

149,060

 

139,943

Construction and land development

 

227,277

 

260,648

Loans to financial institutions

 

 

6,000

Commercial business

 

52,702

 

12,916

Leases

 

96

 

176

Consumer

 

549

 

604

Total loans

 

702,955

 

685,259

Undisbursed portion of loans-in-process

 

(84,066)

 

(86,862)

Deferred loan fees

 

(745)

 

(1,794)

Allowance for loan losses

 

(8,356)

 

(8,303)

Net loans

$

609,788

$

588,300

The following table summarizes by loan segment the balance in the allowance for loan losses and the loans individually and collectively evaluated for impairment by loan segment at June 30, 2021:

    

One- to

    

    

    

    

Loans to

    

    

    

    

four-

Multi-family

Commercial

Construction and

financial

Commercial

family residential

residential

real estate

land development

institutions

business

Leases

Consumer

Unallocated

Total

(Dollars in Thousands)

Allowance for loan losses:

Individually evaluated for impairment

$

$

$

$

$

$

$

$

$

$

Collectively evaluated for impairment

1,646

911

1,989

2,282

740

2

5

781

8,356

Total ending allowance balance

$

1,646

$

911

$

1,989

$

2,282

$

$

740

$

2

$

5

$

781

$

8,356

Loans:

Individually evaluated for impairment

$

3,398

$

$

1,328

$

4,193

$

$

$

$

$

8,919

Collectively evaluated for impairment

 

204,152

 

65,721

 

147,732

 

223,084

 

 

52,702

 

96

 

549

 

694,036

Total loans

$

207,550

$

65,721

$

149,060

$

227,277

$

$

52,702

$

96

$

549

$

702,955

The following table summarizes by loan segment the balance in the allowance for loan losses and the loans individually and collectively evaluated for impairment by loan segment at September 30, 2020:

One- to

Loans to

four-

Multi-family

Commercial

Construction and

financial

Commercial

    

family residential

    

residential

    

real estate

    

land development

    

institutions

business

    

Leases

    

Consumer

Unallocated

    

Total

(Dollars in Thousands)

Allowance for loan losses:

Individually evaluated for impairment

$

$

$

$

$

$

$

$

$

$

Collectively evaluated for impairment

1,877

460

1,989

2,888

89

194

3

6

797

8,303

Total ending allowance balance

$

1,877

$

460

$

1,989

$

2,888

$

89

$

194

$

3

$

6

$

797

$

8,303

Loans:

Individually evaluated for impairment

$

3,095

$

$

1,417

$

8,525

$

$

$

$

$

13,037

Collectively evaluated for impairment

 

230,777

 

31,100

 

138,526

 

252,123

 

6,000

 

12,916

 

176

 

604

 

672,222

Total loans

$

233,872

$

31,100

$

139,943

$

260,648

$

6,000

$

12,916

$

176

$

604

$

685,259

The loan portfolio is segmented at a level that allows management to monitor both risk and performance. Management evaluates for potential impairment all construction loans, multi-family loans, commercial real estate loans, commercial business loans, loans to financial institutions, leases and all loans and leases more than 90 days delinquent as to principal and/or interest. Loans are considered to be impaired when, based on current information and events, it is

18

probable that the Company will be unable to collect in full the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.

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

The following table presents impaired loans by class as of June 30, 2021, segregated by those for which a specific allowance was required and those for which no specific allowance was required.

Impaired

Loans with

Impaired Loans with

No Specific

  

  

Specific Allowance

Allowance

Total Impaired Loans

(Dollars in Thousands)

Unpaid

Recorded

Related

Recorded

Recorded

Principal

    

Investment

    

Allowance

    

Investment

    

Investment

    

Balance

One-to-four family residential

$

$

$

3,398

$

3,398

$

3,694

Commercial real estate

 

 

 

1,328

 

1,328

 

1,506

Construction and land development

 

 

 

4,193

 

4,193

 

4,440

Total

$

$

$

8,919

$

8,919

$

9,640

The following table presents impaired loans by class as of September 30, 2020, segregated by those for which a specific allowance was required and those for which no specific allowance was required.

Impaired

  

Loans with

  

  

Impaired Loans with

No Specific

Specific Allowance

 

Allowance

 

Total Impaired Loans

(Dollars in Thousands)

Unpaid  

Recorded

 

Related

 

Recorded

 

Recorded

 

Principal

    

Investment

    

Allowance

    

Investment

    

Investment

    

Balance

One-to-four family residential

$

$

$

3,095

$

3,095

$

3,482

Commercial real estate

 

 

 

1,417

 

1,417

 

1,600

Construction and land development

 

 

 

8,525

 

8,525

 

10,906

Total

$

$

$

13,037

$

13,037

$

15,988

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

Three Months Ended June 30, 2021

Average

Income

Recorded

Income Recognized

Recognized on

    

Investment

    

on Accrual Basis

    

Cash Basis

(Dollars in Thousands)

One-to-four family residential

$

3,437

$

4

$

5

Commercial real estate

 

1,328

 

 

Construction and land development

 

6,222

 

 

Total impaired loans

$

10,987

$

4

$

5

19

Three Months Ended June 30, 2020

Average

Income

Recorded

Income Recognized

Recognized on

    

Investment

    

on Accrual Basis

    

Cash Basis

(Dollars in Thousands)

One-to-four family residential

$

3,663

$

5

$

5

Commercial real estate

 

1,417

 

 

Construction and land development

 

8,675

 

 

Consumer

 

25

 

 

Total impaired loans

$

13,780

$

5

$

5

Nine Months Ended June 30, 2021

Average

Income

Recorded

Income Recognized

Recognized on

    

Investment

    

on Accrual Basis

    

Cash Basis

(Dollars in Thousands)

One-to-four family residential

$

3,264

$

13

$

7

Commercial real estate

 

1,351

 

 

Construction and land development

 

7,348

 

 

Total impaired loans

$

11,963

$

13

$

7

Nine Months Ended June 30, 2020

Average

Income

Recorded

Income Recognized

Recognized on

    

Investment

    

on Accrual Basis

    

Cash Basis

(Dollars in Thousands)

One-to-four family residential

$

4,018

$

8

$

22

Multi-family residential

 

49

 

 

Commercial real estate

 

1,534

 

 

1

Construction and land development

 

8,708

 

 

Commercial business

 

3

 

 

1

Consumer

 

19

 

 

Total impaired loans

$

14,331

$

8

$

24

Federal regulations and our loan policy require that the Company utilize an internal asset classification system as a means of reporting problem and potential problem assets. The Company has incorporated an internal asset classification system, consistent with Federal banking regulations, as a part of its credit monitoring system. Management currently classifies problem and potential problem assets as “special mention”, “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the three aforementioned categories but possess weaknesses are required to be designated “special mention.”

The following tables present the classes of the loan portfolio in which a formal risk weighting system is utilized summarized by the aggregate “Pass” and the criticized category of “special mention”, and the classified categories of

20

“substandard”, “doubtful” and “loss” within the Company’s risk rating system as applied to the loan portfolio. The Company had no loans classified as “doubtful” or “loss” at either of the dates presented.

June 30, 2021

Special

    

Pass

    

Mention

    

Substandard

    

Doubtful

    

Total

(Dollars in Thousands)

One-to-four residential

$

202,703

$

1,449

$

3,398

$

$

207,550

Multi-family residential

 

65,721

 

 

 

 

65,721

Commercial real estate

 

138,493

 

9,239

 

1,328

 

 

149,060

Construction and land development

 

223,084

 

 

4,193

 

 

227,277

Commercial business

 

52,702

 

 

 

 

52,702

Total

$

682,703

$

10,688

$

8,919

$

$

702,310

September 30, 2020

    

    

Special

    

    

    

Pass

    

Mention

    

Substandard

    

Doubtful

    

Total

(Dollars in Thousands)

One-to-four residential

$

229,361

$

1,416

$

3,095

$

$

233,872

Multi-family residential

 

31,100

 

 

 

 

31,100

Commercial real estate

 

128,527

 

9,999

 

1,417

 

 

139,943

Construction and land development

 

252,123

 

 

8,525

 

 

260,648

Loans to financial institutions

6,000

 

 

 

 

6,000

Commercial business

 

12,916

 

 

 

 

12,916

Total

$

660,027

$

11,415

$

13,037

$

$

684,479

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

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

June 30, 2021

    

    

Non-

    

Performing

Performing

Total

(Dollars in Thousands)

Leases

$

96

$

$

96

Consumer

 

549

 

 

549

Total

$

645

$

$

645

September 30, 2020

    

    

Non-

    

Performing

Performing

Total

(Dollars in Thousands)

Leases

$

176

$

$

176

Consumer

 

604

 

 

604

Total

$

780

$

$

780

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is due or overdue, as the case may be. The following

21

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

June 30, 2021

    

    

    

    

    

    

    

90 Days+

3089 Days

90 Days +

Total

Total

Non-

Past Due

Current

Past Due

Past Due

Past Due

Loans

Accrual

and Accruing

(Dollars in Thousands)

One-to-four family residential

    

$

204,633

$

447

$

2,470

$

2,917

$

207,550

$

3,398

$

Multi-family residential

 

65,721

 

 

 

 

65,721

 

 

Commercial real estate

 

147,732

 

 

1,328

 

1,328

 

149,060

 

1,328

 

Construction and land development

 

223,084

 

 

4,193

 

4,193

 

227,277

 

4,193

 

Commercial business

 

52,702

 

 

 

 

52,702

 

 

Leases

 

96

 

 

 

 

96

 

 

  

Consumer

 

549

 

 

 

 

549

 

 

Total Loans

$

694,517

$

447

$

7,991

$

8,438

$

702,955

$

8,919

$

September 30, 2020

    

    

    

    

    

    

    

90 Days+

3089 Days

90 Days +

Total

Total

Non-

Past Due

Current

Past Due

Past Due

Past Due

Loans

Accrual

and Accruing

(Dollars in Thousands)

One-to-four family residential

$

231,196

$

523

$

2,153

$

2,676

$

233,872

$

3,095

$

Multi-family residential

 

31,100

 

 

 

 

31,100

 

 

Commercial real estate

 

136,225

 

2,301

 

1,417

 

3,718

 

139,943

 

1,417

 

Construction and land development

 

252,123

 

 

8,525

 

8,525

 

260,648

 

8,525

 

Commercial business

 

12,916

 

 

 

 

12,916

 

 

Loans to financial institutions

6,000

 

 

 

 

6,000

 

 

Leases

 

176

 

 

 

 

176

 

 

  

Consumer

 

604

 

 

 

 

604

 

 

Total Loans

$

670,340

$

2,824

$

12,095

$

14,919

$

685,259

$

13,037

$

The allowance for loan losses is established through a provision for loan losses charged to expense. The Company maintains the allowance at a level believed to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate at each reporting date. Management reviews the allowance for loan losses no less than quarterly in order to identify these inherent losses and to assess the overall collection probability for the loan portfolio in view of these inherent losses. For each primary type of loan, a loss factor is established reflecting an estimate of the known and inherent losses in such loan type contained in the portfolio using both a quantitative analysis as well as consideration of qualitative factors. The evaluation process includes, among other things, an analysis of delinquency trends, non-performing loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of the Company’s loans, the value of collateral securing the loans, the borrowers’ ability to repay and repayment performance, the number of loans requiring heightened management oversight, local economic conditions and industry experience. The analysis of the allowance took into account the pandemic and its effects on the Company's business, especially with respect to commercial real estate, commercial business and construction and land development loans.

Commercial real estate loans, especially non-owner occupied, entail significant additional credit risks compared to owner-occupied one-to-four family residential mortgage loans, as they generally involve large loan balances concentrated with a single borrower or groups of related borrowers. In addition, the payment experience on loans secured by income-producing properties typically depends on the successful operation of the related real estate project and/or business operation of the borrowers who are, in some cases, also the primary occupant, and thus may be subject to a greater extent to the effects of adverse conditions in the real estate market and in the economy in general. Commercial business loans typically involve a higher risk of default than residential loans of like duration since their repayment is generally dependent on the successful operation of the borrower’s business and the sufficiency of collateral, if any. Land acquisition, development and construction lending exposes the Company to greater credit risk

22

than permanent mortgage financing. The repayment of land acquisition, development and construction loans depends upon the sale of the property to third parties and/or the availability of permanent financing upon completion of all improvements. These events may adversely affect the sale of the properties, potentially reducing both the borrowers’ ability to make required payments as well as reducing the value of the collateral property. Such lending is additionally subject to the risk that if the estimate of construction cost proves to be inaccurate, the Company potentially will be compelled to advance additional funds to allow completion of the project. In addition, if the estimate of value proves to be inaccurate, the Company may be confronted with a project, when completed, having less value than the loan amount. If the Company is forced to foreclose on a construction project prior to completion, there is no assurance that the Company would be able to recover the entire unpaid portion of the loan.

The following tables summarize the primary segments of the allowance for loan losses. Activity in the allowance is presented for both the three and nine month periods ended June 30, 2021 and 2020:

Three Months Ended June 30, 2021

    

One- to

    

Multi-

    

    

Construction

    

    

Loans to

    

    

    

    

four-family

family

Commercial

and land

Commercial

financial

residential

residential

real estate

development

business

institutions

Leases

Consumer

Unallocated

Total

(In Thousands)

ALLL balance at March 31, 2021

$

1,583

$

720

$

1,969

$

2,710

$

580

$

$

3

$

5

$

783

$

8,353

Charge-offs

Recoveries

3

3

Provision

63

191

20

(428)

160

(1)

(3)

(2)

ALLL balance at June 30, 2021

$

1,646

$

911

$

1,989

$

2,282

$

740

$

$

2

$

5

$

781

$

8,356

Nine Months Ended June 30, 2021

    

One- to

    

Multi-

    

    

Construction

    

    

Loans to

    

    

    

    

four-family

family

Commercial

and land

Commercial

financial

residential

residential

real estate

development

business

institutions

Leases

Consumer

Unallocated

Total

(In Thousands)

ALLL balance at September 30, 2020

$

1,877

$

460

$

1,989

$

2,888

$

194

$

89

$

3

$

6

$

797

$

8,303

Charge-offs

Recoveries

1

14

38

53

Provision

(232)

451

(606)

532

(89)

(1)

(39)

(16)

ALLL balance at June 30, 2021

$

1,646

$

911

$

1,989

$

2,282

$

740

$

$

2

$

5

$

781

$

8,356

Three Months Ended June 30, 2020

    

One- to

    

Multi-

    

    

Construction

    

    

Loans to

    

    

    

    

four-family

family

Commercial

and land

Commercial

financial

residential

residential

real estate

development

business

institutions

Leases

Consumer

Unallocated

Total

(In Thousands)

ALLL balance at March 31, 2020

$

1,301

$

295

$

1,365

$

2,090

$

257

$

70

$

4

$

3

$

576

$

5,961

Charge-offs

(22)

(22)

Recoveries

1

1

Provision

74

107

282

250

(50)

4

(1)

22

62

750

ALLL balance at June 30, 2020

$

1,376

$

402

$

1,647

$

2,340

$

207

$

74

$

3

$

3

$

638

$

6,690

Nine Months Ended June 30, 2020

    

One- to

    

Multi-

    

    

Construction

    

    

Loans to

    

    

    

    

four-family

family

Commercial

and land

Commercial

financial

residential

residential

real estate

development

business

institutions

Leases

Consumer

Unallocated

Total

(In Thousands)

ALLL balance at September 30, 2019

$

1,002

$

315

$

1,257

$

2,034

$

206

$

63

$

5

$

13

$

498

$

5,393

Charge-offs

(3)

(15)

(77)

(95)

Recoveries

2

9

6

17

Provision

375

87

390

306

16

11

(11)

61

140

1,375

ALLL balance at June 30, 2020

$

1,376

$

402

$

1,647

$

2,340

$

207

$

74

$

3

$

3

$

638

$

6,690

23

The Company recorded no provision for loan losses for the three and nine month periods ended June 30, 2021, compared to a provision of $750,000 and $1.4 million, respectively, for loan losses for the three and nine month periods in fiscal 2020. During the quarter ended June 30, 2021, the Company recorded no charge offs and recoveries of $3,000. During the nine months ended June 30, 2021, the Company recorded no charge offs and recoveries of $53,000. During the quarter ended June 30, 2020, the Company recorded $22,000 in charge offs and recoveries of $1,000. During the nine months ended June 30, 2020, the Company recorded charge offs of $95,000 and recoveries of $17,000.

At June 30, 2021, the Company had two loans aggregating $1.1 million that were classified as troubled debt restructurings (“TDRs”). One of the TDRs, totaling $705,000, which is on non-accrual, is a part of a troubled lending relationship totaling $6.1 million. The remaining TDR is also on non-accrual and consists of a $395,000 loan secured by a single-family property; the loan is performing in accordance with the restructured terms.

The Company did not restructure any loans, as a TDR, during the three and nine months ended June 30, 2021, or during the three and nine months ending June 30, 2020.

No TDRs defaulted during the three and nine month periods ending June 30, 2021 or 2020.

6.    DEPOSITS

Deposits consist of the following major classifications:

June 30, 

September 30, 

 

2021

2020

 

    

Amount

    

Percent

    

Amount

    

Percent

 

(Dollars in Thousands)

 

Non-interest-bearing checking accounts

$

32,030

 

4.4

%  

$

30,002

 

3.9

%

Interest-bearing checking accounts

 

92,464

 

12.6

%  

 

135,797

 

17.6

%

Money market deposit accounts

 

108,908

 

14.9

%  

 

111,105

 

14.4

%

Passbook, club and statement savings

 

229,711

 

31.4

%  

 

224,435

 

29.1

%

Certificates maturing in six months or less

 

140,839

 

19.3

%  

 

125,165

 

16.2

%

Certificates maturing in more than six months

 

127,308

 

17.4

%  

 

144,445

 

18.8

%

Total

$

731,260

 

100.0

%  

$

770,949

 

100.0

%

Certificates in the amount of $250,000 and over totaled $95.8 million as of June 30, 2021 and $76.6 million as of September 30, 2020.

7.    ADVANCES FROM FEDERAL HOME LOAN BANK – SHORT TERM

As of June 30, 2021 and September 30, 2020 outstanding balances and related information regarding short-term borrowings ( due in less than one year) from the FHLB are summarized as follows:

    

June 30, 

    

September 30, 

 

(Dollar Amounts in Thousands)

    

2021

    

2020

 

Balance at year-end

$

$

25,000

Weight-average rate at period-end

 

%  

 

0.39

%

As September 30, 2020, the $25.0 million of borrowings consisted of one 90-day FHLB advance associated with an interest rate swap contract.

The Bank maintains borrowing facilities with the FHLB of Pittsburgh, Atlantic Community Bankers Bank (“ACBB”) and the Federal Reserve Bank of Philadelphia, the terms and interest rates of which are subject to change on the date of execution of borrowings. Available borrowings are based on collateral with the facility. The Bank also maintains

24

unsecured borrowing facilities with ACBB and PNC for $12.5 million and $10.0 million, respectively. There were  no draws on either facility as of June 30, 2021.

8.    ADVANCES FROM FEDERAL HOME LOAN BANK – LONG TERM

Pursuant to collateral agreements with the FHLB of Pittsburgh, advances are secured by a blanket collateral of loans held by the Bank and qualifying fixed-income securities and FHLB stock. The long-term advances outstanding as of June 30, 2021 and September 30, 2020 were as follows:

Lomg-term FHLB advances:

Maturity range

Weighted average

Stated interest rate range

June 30, 

September 30, 

Description

    

from

    

to

    

interest rate

    

from

    

to

    

2021

    

2020

(Dollars in Thousands)

Fixed Rate - Amortizing

 

1Oct20

 

30Sep21

 

%  

%  

%  

$

$

5,179

Fixed Rate - Amortizing

 

1Oct21

 

30Sep22

 

2.91

%  

1.99

%  

3.05

%  

 

3,060

 

5,523

Fixed Rate - Amortizing

 

1Oct22

 

30Sep23

 

2.89

%  

1.94

%  

3.11

%  

 

3,984

 

5,265

Total

 

  

 

  

 

2.90

%  

  

 

  

7,044

15,967

Fixed Rate - Advances

 

1Oct20

 

30Sep21

 

1.49

%  

1.42

%  

1.55

%  

996

17,996

Fixed Rate - Advances

 

1Oct21

 

30Sep22

 

2.31

%  

1.94

%  

3.23

%  

 

63,261

 

63,293

Fixed Rate - Advances

 

1Oct22

 

30Sep23

 

2.52

%  

2.00

%  

3.22

%  

 

94,999

 

94,999

Fixed Rate - Advances

 

1Oct23

 

30Sep24

 

2.88

%  

2.38

%  

3.20

%  

 

67,998

 

67,998

Total

 

  

 

  

 

2.55

%  

  

 

  

227,254

244,286

Total

 

2.57

%  

 

$

234,298

$

260,253

9.    INTEREST RATE SWAPS

The Bank has contracted with a third party to participate in interest rate swap contracts. There were thirteen cash flow hedges tied to wholesale funding at both June 30, 2021 and September 30, 2020. These interest rate swaps involve the receipt of variable-rate amounts from the counterparty in exchange for the Bank making fixed-rate payments. During the quarter ended June 30, 2021, no expense was recognized as ineffectiveness through earnings, while $1,000 of expense was recognized as ineffectiveness through earnings during the comparable period in fiscal 2020. During the nine months ended June 30, 2021, $5,000 of expense was recognized as ineffectiveness through earnings, while $4,000 of expense was recognized as ineffectiveness through earnings during the comparable period in 2020. There were twelve interest rate swaps designated as fair value hedges involving the receipt of variable-rate payments from the counterparty in exchange for the Bank making fixed-rate payments over the life of the agreements that were applicable to five loans and seven investment securities as of both June 30, 2021 and September 30, 2020. There was $18.3 million on deposit with the counterparty as collateral for the hedges at June 30, 2021. The fair value is recorded in the other liabilities section of the consolidated statements of financial condition.

Below is a summary of the interest rate swap agreements and their terms as of June 30, 2021.

2021

Hedged

Notional

Pay Rate

Receive

Maturity Date

Unrealized

Item

    

Amount

    

from

    

to

    

Rate

    

from

    

to

Loss

(Dollars in Thousands)

State and political subdivisions

$

21,570

3.06

%

3.07

%

3 Mth Libor

1-Feb-27

1-May-28

$

(2,533)

Commercial loans

 

23,656

 

4.10

%  

5.74

%  

1 Mth Libor +225 to 276 bp

13-Jun-25

1-Aug-26

 

30 day wholesale funding

90,000

1.36

%  

2.70

%  

1 Mth Libor

15-Feb-24

12-Jun-26

(3,900)

90 day wholesale funding

135,000

2.51

%  

2.78

%  

3 Mth Libor

11-Jan-24

27-Mar-24

(7,763)

  

 

  

 

  

 

  

  

$

(14,196)

25

Below is a summary of the interest rate swap agreements and their terms as of September 30, 2020.

2021

Hedged

Notional

Pay Rate

Receive

Maturity Date

Unrealized

Item

    

Amount

    

from

    

to

    

Rate

    

from

    

to

    

Loss

(Dollars in Thousands)

State and political subdivisions

$

21,570

3.06

%

3.07

%

3 Mth Libor

1-Feb-27

1-May-28

$

(3,834)

Commercial loans

 

23,656

 

4.10

%  

5.74

%  

1 Mth Libor +225 to 276 bp

13-Jun-25

1-Aug-26

 

30 day wholesale funding

90,000

1.36

%  

2.70

%  

1 Mth Libor

15-Feb-24

12-Jun-26

(6,157)

90 day wholesale funding

135,000

2.51

%  

2.78

%  

3 Mth Libor

11-Jan-24

27-Mar-24

(10,969)

$

(20,960)

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

10.  INCOME TAXES

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

June 30, 

September 30, 

    

2021

    

2020

(Dollars in Thousands)

Deferred tax assets:

 

  

 

  

Allowance for loan losses

$

1,683

$

2,071

Nonaccrual interest

 

387

 

561

Accrued vacation

 

16

 

16

Capital loss carryforward

 

4

 

4

Split dollar life insurance

 

9

 

9

Post-retirement benefits

 

69

 

72

Realized loss on equity securities

 

 

3

Unrealized losses on interest rate swaps

2,450

3,596

Deferred compensation

 

759

 

781

Goodwill

 

50

 

58

Lease liability

266

Other

 

24

 

48

Employee benefit plans

 

229

 

187

Total deferred tax assets

 

5,946

 

7,406

Valuation allowance

 

(4)

 

(4)

Total deferred tax assets, net of valuation allowance

 

5,942

 

7,402

 

  

 

  

Deferred tax liabilities:

 

  

 

  

Property

 

150

 

137

Right of Use

242

Realized gain on equity securities

9

Unrealized gains on available for sale securities

2,235

2,813

Purchase accounting adjustments

 

377

 

321

Deferred loan fees

 

286

 

229

Total deferred tax liabilities

 

3,299

 

3,500

Net deferred tax assets

$

2,643

$

3,902

The Company establishes a valuation allowance for deferred tax assets when management believes that the use of the deferred tax assets is not likely to be fully realized through future reversals of existing taxable temporary differences and/or, to a lesser extent, future taxable income. The tax deduction generated by the redemption of the shares of a mutual fund held by the Bank and the subsequent impairment charge on the assets acquired through the redemption in kind are considered capital losses and can only be utilized to the extent of capital gains recognized over a five year

26

period, resulting in the establishment of a valuation allowance for the carryforward period. The  valuation allowance totaled $4,000 at both June 30, 2021 and September 30, 2020.

There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the consolidated statements of operations as a component of income tax expense. The Company’s federal and state income tax returns for taxable years through September 30, 2017 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue.

11.  STOCK COMPENSATION PLANS

The Company maintains the 2008 Recognition and Retention Plan (“RRP”) which is administered by a committee of the Board of Directors of the Company. The RRP provided for the grant of shares of common stock of the Company to officers, employees and directors of the Company. In order to fund the grant of shares under the RRP, the RRP purchased 213,528 shares (on a converted basis) of the Company’s common stock in the open market for an aggregating cost of approximately $2.5 million, at an average purchase price per share of $11.49. The Company made sufficient contributions to the RRP to fund these purchases. During February 2015, shareholders approved the 2014 Stock Incentive Plan (the “2014 SIP”). As part of the 2014 SIP, a maximum of 285,655 shares of common stock can be awarded as restricted stock awards or units, of which 233,500 shares were awarded during February 2015. In August 2016, the Company granted 7,473 awards covering shares under the RRP and 3,027 shares under the 2014 SIP. In March 2017, the Company granted awards covering 17,128 shares under the 2014 SIP. In March 2018, the Company granted awards covering 8,209 shares under the RRP and 18,291 shares under the 2014 SIP. Shares subject to awards under either plan generally vest at the rate of 20% per year over five years. No further grants may be made pursuant to the RRP in accordance with its terms.

Compensation expense related to the shares subject to restricted stock awards granted is recognized ratably over the five-year vesting period in an amount which totals the grant date fair value multiplied by the number of shares subject to the grant. During the three and nine months ended June 30, 2021, an aggregate of $41,000 and $84,000, respectively, was recognized in compensation expense for the restricted stock awards pursuant to the RRP and the 2014 SIP. During the three and nine months ended June 30, 2020, $120,000 and $256,000, respectively, was recognized in compensation expense for the restricted stock awards pursuant to the RRP and the 2014 SIP. At June 30, 2021, approximately $239,000 in additional compensation expense for unvested shares awarded related to the RRP and 2014 SIP remained unrecognized.

A summary of the Company’s non-vested stock award activity for the nine months ended June 30, 2021 is presented in the following table:

Nine Months Ended

June 30, 2021

Number of

Weighted Average

    

Shares

    

Grant Date Fair Value

Non-vested restricted stock awards at October 1, 2020

 

23,056

$

17.78

Granted

 

 

Forfeited

 

 

Vested

 

(8,128)

 

18.03

Non-vested restricted stock awards at June 30, 2021

 

14,928

$

17.66

The Company maintains the 2008 Stock Option Plan (the “Option Plan”) which authorized the grant of stock options to officers, employees and directors of the Company to acquire shares of common stock with an exercise price at least equal to the fair market value of the common stock on the grant date. Options generally become vested and exercisable at the rate of 20% per year over five years and are generally exercisable for a period of ten years after the grant date. A total of 533,808 shares (on a converted basis) of common stock were approved for future issuance pursuant to the Option Plan. As of September 30, 2018, all of the options had been awarded under the Option Plan. No further grants may be made pursuant to the Option Plan. The 2014 SIP reserved up to 714,145 shares for issuance pursuant to options. Options to purchase 605,000 shares were awarded during February 2015 pursuant to the 2014 SIP. During

27

August 2016, the Company granted options covering 18,866 shares under the Option Plan and 8,634 shares under the 2014 SIP. In March 2017, the Company granted options covering 22,828 shares under the 2014 SIP. In May 2017, the Company granted options covering 25,000 shares under the 2014 SIP and 283 shares under the Option Plan. In March 2018, the Company granted options covering 159,265 shares under the 2014 SIP and 18,235 shares under the Option Plan. In July 2019, the Company granted options covering 39,702 shares under the 2014 SIP. In September 2020, the Company granted 12,500 shares under the 2014 SIP. In June 2021, the Company granted 4,500 shares under the 2014 SIP.

A summary of the status of the Company’s stock options under the Option Plan and the 2014 SIP as of June 30, 2021 is presented below:

Nine Months Ended

June 30, 2021

    

Number of

    

Weighted Average

Shares

Exercise Price

Options outstanding at October 1, 2020

 

571,258

$

14.58

Granted

 

4,500

 

13.86

Exercised

 

(15,000)

 

12.23

Forfeited

 

(39,500)

 

18.42

Outstanding at June 30, 2021

 

521,258

$

14.23

Exercisable at June 30, 2021

 

403,231

$

13.74

The weighted average remaining contractual term was approximately 5.1 years for options outstanding as of June 30, 2021.

The estimated fair value of options granted during fiscal 2009 was $2.98 per share, $2.92 for options granted during fiscal 2010, $3.34 for options granted during fiscal 2013, $4.67 for the options granted during fiscal 2014, $4.58 for options granted during fiscal 2015, $2.13 for options granted during fiscal 2016, $3.18 for options granted during fiscal 2017, $3.63 for options granted during fiscal 2018, $3.38 for options granted in fiscal 2019, $2.31 for options granted in fiscal 2020 and $3.91 for options granted in fiscal 2021. The fair value for grants made in fiscal 2017 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $17.43, term of seven years, volatility rate of 14.37%, interest rate of 2.22% and a yield rate of 0.69%. The fair value for grants made in fiscal 2018 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $18.46, term of seven years, volatility rate of 15.90%, interest rate of 2.82% and a yield rate of 1.08%. The fair value for grants made in fiscal 2019 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $18.16, term of seven years, volatility rate of 17.76%, interest rate of 1.87% and a yield rate of 1.10%. The fair value for grants made in fiscal 2020 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $10.00, term of seven years, volatility rate of 33.22%, interest rate of 0.41% and a yield rate of 2.80%. The fair value for grants made to date in fiscal 2021 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $13.86, term of seven years, volatility rate of 34.46%, interest rate of 1.19% and a yield rate of 2.02%.

During the three and nine months ended June 30, 2021, $46,000 and $130,000, respectively, was recognized in compensation expense for options granted pursuant to the Option Plan and the 2014 SIP. During the three and nine months ended June 30, 2020, $48,000 and $319,000, respectively, was recognized in compensation expense for options granted pursuant to the Option Plan and the 2014 SIP.

At June 30, 2021, there was approximately $314,000 in additional compensation expense to be recognized for awarded options which remained outstanding and unvested at such date. The weighted average period over which this expense will be recognized is approximately 2.2 years.

28

12.  COMMITMENTS AND CONTINGENT LIABILITIES

At June 30, 2021, the Company had $59.0 million in outstanding commitments to originate loans with market interest rates ranging from 3.75% to 4.75%. At September 30, 2020, the Company had $29.9 million in outstanding commitments to originate loans with market interest rates ranging from 3.25% to 4.75%. The aggregate undisbursed portion of loans-in-process amounted to $84.1 million at June 30, 2021 and $86.9 million at September 30, 2020.

The Company also had commitments under unused lines of credit of $50.9 million as of June 30, 2021 and $40.1 million as of September 30, 2020 and letters of credit outstanding of $1.1 million as of  both June 30, 2021 and  September 30, 2020.

Among the Company’s contingent liabilities are exposures to limited recourse arrangements with respect to the Company’s sales of whole loans and participation interests. At June 30, 2021, the exposure, which represents a portion of credit risk associated with the interests sold, amounted to $1.0 million. This exposure is for the life of the related loans and payables, on our proportionate share, as actual losses are incurred.

The Company is involved in various legal proceedings occurring in the ordinary course of business. Management of the Company, based on discussions with litigation counsel, believes that such proceedings will not have a material adverse effect on the financial condition, operations or cash flows of the Company. However, there can be no assurance that any of the outstanding legal proceedings to which the Company is a party will not be decided adversely to the Company’s interests and not have a material adverse effect on the financial condition and operations of the Company.

13.  FAIR VALUE MEASUREMENT

The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2021 and September 30, 2020, respectively. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Generally accepted accounting principles used in the United States establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value.

The three broad levels of hierarchy are as follows:

Level 1         Quoted prices in active markets for identical assets or liabilities.

Level 2         Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3         Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities; Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

29

Those assets and liabilities as of June 30, 2021 which are measured at fair value on a recurring basis are as follows:

Category Used for Fair Value Measurement

    

Level 1

    

Level 2

    

Level 3

    

Total

(Dollars in Thousands)

Assets:

  

  

  

  

Securities available for sale:

  

  

  

  

U.S. Government and agency obligations

$

$

10,859

$

$

10,859

State and political subdivisions

 

 

80,479

 

 

80,479

Mortgage-backed securities - U.S. Government agencies

 

 

155,529

 

 

155,529

Corporate bonds

 

 

88,020

 

 

88,020

Equity securities

 

38

 

 

 

38

Total

$

38

$

334,887

$

$

334,925

Liabilities:

Interest rate swap contracts

$

$

14,196

$

$

14,196

Total

$

$

14,196

$

$

14,196

Those assets and liabilities as of September 30, 2020 which are measured at fair value on a recurring basis are as follows:

Category Used for Fair Value Measurement

    

Level 1

    

Level 2

    

Level 3

    

Total

(Dollars in Thousands)

Assets:

  

  

  

  

Securities available for sale:

  

  

  

  

U.S. Government and agency obligations

$

$

22,394

$

$

22,394

State and political subdivisions

 

79,621

 

 

79,621

Mortgage-backed securities - U.S. Government agencies

 

 

236,566

 

 

236,566

Corporate bonds

 

 

81,783

 

 

81,783

Equity securities

 

51

 

 

 

51

Total

$

51

$

420,364

$

$

420,415

Liabilities:

Interest rate swap contracts

$

$

20,960

$

$

20,960

Total

$

$

20,960

$

$

20,960

30

The fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair values of the Company’s financial instruments that are not required to be measured or reported at fair value were as follows at June 30, 2021 and September 30, 2020.

Fair Value Measurements at

Carrying

Fair

June 30, 2021

    

Amount

    

Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

(Dollars in Thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

Investment and mortgage-backed securities held to maturity

$

22,006

$

23,242

$

$

23,242

$

Loans receivable, net

609,788

616,545

616,545

Liabilities:

  

  

  

  

  

Certificates of deposit

268,147

277,166

277,166

Advances from FHLB - long-term

234,298

243,300

243,300

Fair Value Measurements at

Carrying

Fair

September 30, 2020

    

Amount

    

Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

(Dollars in Thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

Investment and mortgage-backed securities held to maturity

$

22,860

$

24,330

$

$

24,330

$

Loans receivable, net

588,300

593,768

593,768

Liabilities:

Certificates of deposit

269,610

278,224

278,224

Advances from FHLB - long-term

260,253

274,172

274,172

14. GOODWILL AND OTHER INTANGIBLE ASSETS

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

Balance

Balance

October 1,

Additions/

June 30, 

Amortization

    

2020

    

Adjustments

    

Amortization

    

2021

    

Period

(Dollars in Thousands)

Goodwill

$

6,102

$

$

$

6,102

 

N/A

Core deposit intangible

 

340

 

 

(71)

 

269

 

10 years

$

6,442

$

$

(71)

$

6,371

 

  

31

As of June 30, 2021, the current fiscal year remainder and the future fiscal periods amortization expense for the core deposit intangible is:

(Dollars in Thousands)

    

2021

$

22

2022

 

78

2023

 

64

2024

 

49

2025

 

34

Thereafter

 

22

$

269

Click or tap here to enter text.

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

The following discussion should be read in conjunction with our unaudited consolidated financial statements included elsewhere in this Form 10-Q and with our Annual Report on Form 10-K for the year ended September 30, 2020 (the “Form 10-K”).

Overview. Prudential Bancorp, Inc. (the “Company”) was formed by Prudential Bancorp, Inc. of Pennsylvania to become the successor holding company for Prudential Bank (the “Bank”) (formerly known as Prudential Savings Bank) as a result of the second-step conversion of Prudential Mutual Holding Company completed in October 2013. The Company’s results of operations are primarily dependent on the results of the Bank, which is a wholly owned subsidiary of the Company. The Company’s results of operations depend to a large extent on net interest income, which primarily is the difference between the income earned on its loan and securities portfolios and the cost of funds, which is the interest paid on deposits and borrowings. Results of operations are also affected by our provision for loan losses, non-interest income (which includes impairment charges) and non-interest expense. Non-interest expense principally consists of salaries and employee benefits, office occupancy expense, depreciation, data processing expense, payroll taxes and other expenses. Our results of operations are also significantly affected by general economic and competitive conditions, especially changes resulting from the COVID-19 pandemic and the governmental actions taken to address it including shelter-in-place orders and required closing of non-essential businesses, as well as changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable laws, regulations or government policies may materially impact our financial condition and results of operations.

The Bank is subject to regulation by the Federal Deposit Insurance Corporation (the “FDIC”) and the Pennsylvania Department of Banking and Securities (the “Department”). The Bank’s main office is located in Philadelphia, Pennsylvania, with nine additional full-service banking offices located in Philadelphia, Delaware and Montgomery Counties in Pennsylvania. The Bank’s primary business consists of attracting deposits from the general public and using those funds, together with borrowings, to originate loans and to invest primarily in U.S. Government and agency securities and mortgage-backed securities. In 2005, the Bank formed PSB Delaware, Inc., a Delaware corporation, as a subsidiary of the Bank. In 2006, all mortgage-backed securities then owned by the Company’s predecessor were transferred to PSB Delaware, Inc. PSB Delaware, Inc.’s activities are included as part of the consolidated financial statements. The Company is subject to regulation by the Board of Governors of the Federal Reserve System.

Critical Accounting Policies. In reviewing and understanding financial information for the Company, you are encouraged to read and understand the significant accounting policies used in preparing our financial statements. These policies are described in Note 1 of the notes to our unaudited consolidated financial statements included in Item 1 hereof as well as in Note 2 to our audited consolidated financial statements included in the Form 10-K. The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities as well as contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Losses are charged against the allowance for loan losses when management believes that the collectability in full of the principal of a loan is unlikely. Subsequent recoveries are added to the allowance. The allowance for loan losses is maintained at a level that management considers adequate to provide for estimated losses and impairments based upon an evaluation of known and inherent losses in the loan portfolio that are both probable and reasonable to estimate. The analysis took into account the exposure to credit deterioration due to the COVID-19 pandemic. Loan

33

impairment is evaluated based on the fair value of collateral or estimated net realizable value. It is the policy of management to provide for losses on unidentified loans in its portfolio in addition to criticized and classified loans.

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

Levels of past due, classified, criticized and non-accrual loans, troubled debt restructurings and loan modifications;
Nature and volume of loans;
Changes in lending policies and procedures, underwriting standards, collections, charge-offs and recoveries and for commercial business loans, the level of loans being approved with exceptions to the Bank’s lending policy;
Experience, ability and depth of management and staff;
National and local economic and business conditions, including various market segments, especially in light of the effects of the COVID-19 pandemic and actions taken to address it on both the national and local economies;
Quality of the Bank’s loan review system and the degree of Board oversight;
Concentrations of credit and changes in levels of such concentrations; and
Effect of external factors on the level of estimated credit losses in the current portfolio.

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

This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impaired loans, value of collateral, estimated losses on our commercial, construction and residential loan portfolios and historical loss experience. All of these estimates may be susceptible to significant change. While management analyzed its allowance in light of the COVID-19 pandemic, such analysis is being continually refined and reviewed in light of the ongoing nature of the effects of the COVID-19 pandemic.

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

34

Investment and mortgage-backed securities available for sale. Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated using quoted prices of securities with similar characteristics or discounted cash flows and are classified within Level 2 of the fair value hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. There were no securities with a Level 3 classification as of June 30, 2021 or September 30, 2020.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. In light of the COVID-19 pandemic, management is taking into account the effects the pandemic may have on securities and their impairment. The Company determines whether the unrealized losses are temporary or are considered other than temporary. The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities. In addition, the Company also considers the likelihood that the security will be required to be sold because of regulatory concerns, our internal intent not to dispose of the security prior to maturity and whether the entire cost basis of the security is expected to be recovered. In determining whether the cost basis will be recovered, management evaluates other facts and circumstances that may be indicative of an “other-than-temporary” impairment condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost, and near-term prospects of the issuer.

In addition, certain assets are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company measures impaired loans and other real estate owned at fair value on a non-recurring basis.

Valuation techniques and models utilized for measuring financial assets and liabilities are reviewed and validated by the Company at least quarterly.

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

Income Taxes. The Company accounts for income taxes in accordance with U.S. GAAP. The Company records deferred income taxes that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Management exercises significant judgment in the evaluation of the amount and timing of the recognition of the resulting tax assets and liabilities. The judgments and estimates required for the evaluation are updated based upon changes in business factors and the tax laws. If actual results differ from the assumptions and other considerations used in estimating the amount and timing of tax recognized, there can be no assurance that additional expenses will not be required in future periods.

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

U.S. GAAP prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The Company recognizes, when applicable, interest and penalties related to unrecognized tax

35

benefits in the provision for income taxes in the consolidated income statement. Assessment of uncertain tax positions requires careful consideration of the technical merits of a position based on management’s analysis of tax regulations and interpretations. Significant judgment may be involved in the assessment of the tax position.

Forward-looking Statements. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to the Company. These forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond the Company’s control). The words “may,” “could,” “should,” “would,” “will,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements.

In addition to factors previously disclosed in the reports filed by the Company with the Securities and Exchange Commission (“SEC”) and those identified elsewhere in this Form 10-Q, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations; general economic conditions; the scope and duration of the COVID-19 pandemic; the effects of the COVID-19 pandemic, including on the Company’s credit quality and operations as well as its impact on general economic conditions; legislative and regulatory changes including actions taken by governmental authorities in response to the COVID-19 pandemic; monetary and fiscal policies of the federal government; the effect of the Federal Reserve’s Open Market Committee’s reduction in the federal funds rate to near zero percent; changes in tax policies, rates and regulations of federal, state and local tax authorities including the effects of the Tax Reform Act; changes in interest rates, deposit flows, the cost of funds, demand for loan products, including potential declines in demand due to the COVID-19 pandemic, and the demand for financial services, in each case as may be affected by the COVID-19 pandemic; competition; changes in the quality or composition of the Company’s loan, investment and mortgage-backed securities portfolios; geographic concentration of the Company’s business; fluctuations in real estate values, especially in light of the COVID-19 pandemic; the adequacy of loan loss reserves; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and fees.

The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company to reflect events or circumstances occurring after the date of this Form 10-Q.

For a complete discussion of the assumptions, risks and uncertainties related to our business, readers are encouraged to review the Company’s filings with the SEC, including the “Risk Factors” section in the Company’s most recent Form 10-K, as supplemented by its quarterly or other reports subsequently filed with the SEC.

Market Overview. The worldwide COVID-19 pandemic has caused significant volatility and disruption in the financial markets both in the United States and globally. We are working with both residential and commercial borrowers to help them meet the unexpected financial challenges stemming from the COVID-19 pandemic and will continue to do so.

The Company continues to focus on the credit quality of its customers, especially in light of the COVID-19 pandemic, closely monitoring the financial status of borrowers throughout the Company’s markets, gathering information, working on early detection of potential problems, taking pre-emptive steps where necessary and performing the analysis required to maintain adequate reserves for loan losses.

The Company continues to maintain capital well in excess of regulatory requirements.

The following discussion provides further details on the financial condition of the Company at June 30, 2021 and September 30, 2020, and the results of operations for the three and nine months ended June 30, 2021 and 2020.

36

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2021 AND SEPTEMBER 30, 2020

At June 30, 2021, the Company had total assets of $1.1 billion, decreasing  by $98.3 million as compared to total assets at September 30, 2020. At June 30, 2021, net loans receivable increased by $21.5 million to $609.8 million from $588.3 million at September 30, 2020. Offsetting the increase in net loans and cash equivalents, was a $86.3 million decrease in investment securities to $356.9 million as of June 30, 2021 as compared to $443.2 million at September 30, 2020 primarily as a result of calls and paydowns of amortizing U.S. government agencies and mortgage-backed securities. Cash and cash equivalents also decreased by $37.8 million from $117.1 as of September 30, 2020.

Total liabilities decreased by $100.6 million during the second quarter to $993.7 million at June 30, 2021 due primarily to a $51.0 million decrease in FHLB borrowings and a $39.7 million decrease in deposits We have consciously allowed higher costing FHLB borrowings and certificates of deposit to run off at maturity as part of our interest-rate risk management.

Total stockholders’ equity increased by $2.3 million to $131.4 million at June 30, 2021 from $129.1 million at September 30, 2020. The increase was primarily due to net income of $5.8 million recognized during the nine months ended June 30, 2021.  Also contributing to the increase was an after tax $4.3 million increase in the fair value of interest rate swap arrangements.  These increases were partially offset by the cost of net stock repurchases totaling $4.1 million, an after tax decrease in fair value of investment securities available for sale of $2.2 million and dividend payments totaling $1.7 million during the nine months ended June 30, 2021.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2021 AND 2020

Net income. The Company reported net income of $ $2.2 million, or $0.28 per basic and per diluted share, for the quarter ended June 30, 2021 as compared to $3.6 million, or $0.44 per basic and per diluted share, for the same quarter in fiscal 2020.  For the nine months ended June 30, 2021, the Company reported net income of $5.8 million, or $0.73 per basic share and $0.72 per diluted share as compared to $9.0 million, or $1.04 per basic and $1.03 per diluted share, for the same period in fiscal 2020.  The 2020 periods included significant gains on sales of investment securities available for sale.

Net interest income. Although average interest-earning assets declined by $62.5 million for the three months ended June 30, 2021 as compared to the same period in 2020, net interest income for the second quarter of fiscal 2021 amounted to $5.8 million, increasing by $468,000 as compared to the same period in 2020. Primarily contributing to the favorable increase was a decrease of $920,000 in interest paid on deposits and borrowings during the quarter ended June 30, 2021. Partially offsetting the increase in net interest income was a $452,000 decrease in interest earned on interest-earning assets. The weighted average cost of borrowings and deposits decreased 24 basis points to 1.49% for the quarter ended June 30, 2021 from 1.73% for the same period in 2020 due to decreases in market rates of interest which affected both deposit and borrowing costs. The weighted average yield on our interest-earning assets increased by six basis points, to 3.45% for the quarter ended June 30, 2021, but the average balance of interest-earning assets declined by $62.5 million to $1.1 billion primarily due to paydowns in the investment portfolio.

In addition, with the unexpected significant decline in the Wall Street Journal Prime Rate (“WSJ Prime”) during the second half of fiscal 2020 as a result of actions taken to address the COVID-19 pandemic, a significant portion of the Company’s commercial real estate and construction loan loans which bear generally adjustable rates experienced downward adjustments in the interest rates borne by such loans beginning in the third quarter of fiscal 2020.

Average interest-earning assets declined by $104.1 million for the nine months ended June 30, 2021 as compared to the same period in 2020. However, due to relative shifts in yields earned and rates paid which offset such decline in part, net interest income was $17.2 million, decreasing by  $255,000 as compared to the same period in fiscal 2020. The decrease was due to a decrease of $4.1 million, or 12.7%, in interest income partially offset by a $3.9 million, or 25.5%, decrease in interest paid on deposits and borrowings. The decrease in interest income was due to the decrease

37

in the weighted average balance of interest-earning assets and by the 14 basis point decline to 3.45% in the weighted average yield earned on our interest-earning assets. The decrease in the average balance of interest-earning assets was primarily due to paydowns in the investment portfolio.  However, the weighted average cost of borrowings and deposits decreased to a greater degree, decreasing to 1.53% during the nine months ended June 30, 2021 from 1.88% during the comparable period in 2020 primarily due to decreases in market rates of interest.

For the three and nine months ended June 30, 2021, the net interest margin was 2.13% and 2.08%, respectively, compared to 1.83% and 1.92% for the same periods in fiscal 2020, respectively. The margin improvement experienced in the 2021 periods in large part reflected the more rapid decline in liability costs compared to asset yields in response to the declining interest rate environment.

Average balances, net interest income, and yields earned and rates paid. The following table shows for the periods indicated the total dollar amount of interest earned from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities and the resulting costs, expressed both in dollars and rates, the interest rate spread and the net interest margin. Average yields and rates have been annualized. Tax-exempt income and yields have not been adjusted to a tax-equivalent basis. All average balances are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages would be.

    

Three Months

Three Months

Ended June 30, 

Ended June 30, 

2021

2020

Average

Average

Average

Yield/

Average

Yield/

    

Balance

    

Interest

    

Rate (1)

    

Balance

    

Interest

    

Rate (1)

    

( Dollars in Thousands )

Interest-earning assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

Investment securities

$

197,602

$

1,701

 

3.45

%  

$

220,528

$

1,671

 

3.01

%  

Mortgage-backed securities

 

169,099

 

1,193

 

2.83

 

290,565

 

1,990

 

2.72

Loans receivable (2)

 

621,095

 

6,427

 

4.15

 

573,927

 

6,012

 

4.16

Other interest-earning assets

 

97,715

 

17

 

0.07

 

62,948

 

118

 

0.74

Total interest-earning assets

 

1,085,511

 

9,338

 

3.45

 

1,147,968

 

9,791

 

3.38

Cash and non-interest-bearing balances

2,228

2,481

Non-interest-earning assets

 

59,953

 

 

 

68,607

 

  

 

  

Total assets

$

1,147,692

$

1,219,056

 

  

 

  

Interest-bearing liabilities:

 

  

 

  

  

 

  

 

  

 

  

Savings accounts

$

58,904

$

2

0.01

$

80,568

$

16

 

0.08

Checking and money market accounts

 

369,938

 

871

0.94

 

252,720

 

381

 

0.60

Certificate accounts

 

284,248

 

1,181

1.67

 

378,758

 

2,064

 

2.16

Total deposits

 

713,090

 

2,054

1.16

 

712,046

 

2,461

 

1.37

Advances from Federal Home Loan Bank

243,392

1,511

2.49

314,179

2,024

2.56

Advances from borrowers for taxes and insurance

1,986

1

0.20

2,877

1

0.14

Total interest-bearing liabilities

 

958,468

 

3,566

1.49

 

1,029,102

 

4,486

 

1.73

Non-interest-bearing liabilities:

 

 

 

 

  

 

  

Non-interest-bearing demand accounts

32,629

25,993

Other liabilities

25,478

36,528

Total liabilities

 

1,016,575

 

 

1,091,623

 

  

 

  

Stockholders' equity

 

131,117

 

 

127,433

 

  

 

  

Total liabilities and stockholders' equity

$

1,147,692

$

1,219,056

 

  

 

  

Net interest-earning assets

$

127,043

$

118,866

 

  

 

  

Net interest income, interest rate spread

$

5,772

1.96

%  

 

$

5,305

 

1.65

%  

Net interest margin (3)

 

 

2.13

%  

 

  

 

  

 

1.83

%  

Average interest-earning assets to average interest-bearing liabilities

 

 

113.25

%

 

  

 

111.55

%

38

    

Nine Months Ended

Nine Months Ended

June 30, 

June 30, 

2021

2020

Average

Average

Average

Yield/

Average

Yield/

    

Balance

    

Interest

    

Rate (1)

    

Balance

    

Interest

    

Rate (1)

    

( Dollars in Thousands )

Interest-earning assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

Investment securities (1)

$

204,043

$

5,058

 

3.31

%  

$

229,461

$

5,231

 

3.04

%  

Mortgage-backed securities

 

196,924

 

4,237

 

2.88

 

342,333

 

7,345

 

2.86

Loans receivable (2)

 

611,623

 

19,091

 

4.17

 

581,900

 

19,175

 

4.39

Other interest-earning assets

 

93,045

 

107

 

0.15

 

56,025

 

877

 

2.09

Total interest-earning assets

 

1,105,635

 

28,493

 

3.45

 

1,209,719

 

32,628

 

3.59

Cash and non interest-bearing balances

2,310

2,445

Non-interest-earning assets

 

65,000

 

 

 

58,246

 

  

 

  

Total assets

$

1,172,945

$

1,270,410

 

  

 

  

Interest-bearing liabilities:

 

  

 

  

  

 

  

 

  

 

  

Savings accounts

$

61,212

$

5

0.01

$

79,674

$

29

 

0.03

Checking and money market accounts

 

371,393

 

2,710

0.98

 

191,231

 

1,155

 

0.80

Certificate accounts

 

283,259

 

3,469

1.64

 

446,451

 

7,264

 

2.17

Total deposits

 

715,864

 

6,184

1.15

 

717,356

 

8,448

 

1.57

Advances from Federal Home Loan Bank

267,730

5,126

2.56

358,857

6,741

2.50

Advances from borrowers for taxes and insurance

2,199

2

0.12

2,961

3

0.13

Total interest-bearing liabilities

 

985,793

 

11,312

1.53

 

1,079,174

 

15,192

 

1.88

Non-interest-bearing liabilities:

 

 

 

 

  

 

  

Non-interest-bearing demand accounts

30,316

21,289

Other liabilities

25,745

28,033

Total liabilities

 

1,041,854

 

 

1,128,496

 

  

 

  

Stockholders' equity

 

131,091

 

 

141,914

 

  

 

  

Total liabilities and stockholders' equity

$

1,172,945

$

1,270,410

 

  

 

  

Net interest-earning assets

$

119,842

$

130,545

 

  

 

  

Net interest income, interest rate spread

$

17,181

1.91

%  

 

$

17,436

 

1.72

%  

Net interest margin (3)

 

 

2.08

%  

 

  

 

  

 

1.92

%  

Average interest-earning assets to average interest-bearing liabilities

 

 

112.16

%

 

  

 

112.10

%

(1)

Yields and rates for the three and nine month periods are annualized.

(2)

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

(3)

Equals net interest income divided by average interest-earning assets.

Provision for loan losses. The Company recorded no provision for loan losses for the three and nine months ended June 30, 2021 as the $3.0 million provision expense incurred in fiscal 2020, combined with minimal recent charge-offs was deemed sufficient to maintain the allowance at a level sufficient to cover all interest and known losses in the current portfolio.  A $750,000 and $1.3 million, respectively, provision expense was required for the comparable periods in 2020. During the three and nine month periods ended June 30, 2021, the Company recorded recoveries of $3,000 and $53,000, respectively, and did not record any charge offs in either of the periods. During the three and nine month periods ended June 30, 2020, the Company recorded recoveries of $1,000 and $17,000, respectively, and recorded one charge off of $22,000 and four charge offs aggregating $95,000, respectively. Although our COVID-19 loan deferrals were as high as $149.7 million during portions of fiscal 2020, all existing deferrals had ended by September 30, 2020. All such loans which had been subject to deferrals were current as of June 30, 2021.

The allowance for loan losses totaled $8.4 million, or 1.3% of total loans and 93.7% of total non-performing loans at June 30, 2021 (which included loans acquired at their fair value as a result of the acquisition of Polonia Bancorp, Inc. (“Polonia”) as of January 1, 2017) as compared to $8.3 million, or 1.4% of total loans and 63.7% of total non-

39

performing loans at September 30, 2020. The Company believes that the allowance for loan losses at June 30, 2021 was sufficient to cover all inherent and known losses associated with the loan portfolio at such date.

At June 30, 2021, the Company’s non-performing assets totaled $12.8 million or 1.1% of total assets as compared to $13.0 million or 1.1% of total assets at September 30, 2020.  Non-performing assets at June 30, 2021 included three construction loans aggregating $4.2 million, 24 one-to-four family residential mortgage loans aggregating $3.4 million, three commercial real estate loans aggregating $1.3 million and two construction loans aggregating $3.8 million that were foreclosed  during the third quarter of fiscal 2021 and are now held as other real estate owned. At June 30, 2021, the Company had two loans totaling $1.1 million that were classified as troubled debt restructurings (“TDRs”). One TDR is on non-accrual and consists of a $395,000 loan secured by a single-family residential property which is performing in accordance with the restructured terms. The remaining TDR is a $705,000 commercial real estate loan classified as non-accrual and is part of a lending relationship totaling $6.1 million (after taking into account the previously disclosed $1.9 million write-down recognized during the quarter ending March 31, 2017 related to this borrowing relationship and the two construction loans noted above that became other real estate owned during the quarter ended June 30, 2021). The primary project of the borrower (the development of a 169-unit townhouse project in Bristol Borough, Pennsylvania) is the subject of litigation between the Bank and the borrower. As previously disclosed, subsequent to the commencement of the litigation, the borrower filed for bankruptcy under Chapter 11 (Reorganization) of the federal bankruptcy code in June 2017. The Bank moved the underlying litigation noted above with the borrower from state court to the federal bankruptcy court in which the bankruptcy proceeding is being heard. The state litigation is stayed pending the resolution of the bankruptcy proceedings. As of June 30, 2021, twenty-nine units have been sold in the project with a portion of the proceeds of each sale being applied against the outstanding debt. See Item 1- Legal Proceedings in Part II of this Form 10-Q for more information about the litigation.

At June 30, 2021, the Company had $447,000 of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of six one-to-four family residential loans totaling $447,000. At September 30, 2020, the Company had $845,000 of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of seven one-to-four family residential loans totaling $750,000 and two consumer loans totaling $95,000.

At June 30, 2021, the Company also had a total of 18 loans aggregating $10.7 million that had been designated “special mention”. These loans consist of 13 one-to-four family residential loans totaling $1.4 million and five commercial real estate loans totaling $9.2 million. At September 30, 2020, we had a total of 21 loans aggregating $11.4 million designated as “special mention”. These loans consist of 13 one-to-four family residential loans totaling $1.4 million and eight commercial real estate loans totaling $10.0 million.

The following table shows the amounts of non-performing assets (defined as non-accruing loans, accruing loans 90 days or more past due as to principal and/or interest and real estate owned) as of June 30, 2021 and September 30, 2020. At neither date did the Company have any loans 90 days or more past due that were accruing.

June 30, 

September 30, 

    

2021

    

2020

( Dollars in Thousands )

Non-accruing loans:

One-to-four family residential

$

3,398

$

3,095

Commercial real estate

 

1,328

 

1,417

Construction and land development

 

4,193

 

8,525

Total non-accruing loans

 

8,919

 

 

13,037

Other real estate owned, net

 

3,832

 

 

Total non-performing assets

$

12,751

 

$

13,037

Total non-performing loans as a percentage of loans

 

1.46

%  

 

2.22

%  

Total non-performing loans as a percentage of total assets

 

0.79

%  

 

1.07

%  

Total non-performing assets as a percentage of total assets

 

1.13

%  

 

1.07

%  

40

Non-interest income. Non-interest income amounted to $1.4 million and $2.5 million for the three and nine month periods ended June 30, 2021, respectively, compared to $3.8 million and $7.3 million, respectively, for the comparable periods in fiscal 2020. Both of the 2020 periods included significant gains on the sale of various investment securities.  The gain on sale of investment securities aggregated $3.3 million and $6.0 million for the three and nine months ended June 30, 2020, respectively, compared to $910,000 for both comparable periods in fiscal 2021.

Non-interest expense. For the three and nine month periods ended June 30, 2021, non-interest expense increased $547,000 and $514,000, respectively, compared to the same periods in the prior fiscal year. The increase was due primarily to increased employee expense due in part to the hiring of additional personnel in our lending operations to support our expanded lending activities.

Income tax expense. For the three-month period ended June 30, 2021, the Company recorded income tax expense of $387,000, compared to income tax expense of $701,000 for the same period in fiscal 2020.  For the nine month period ended June 30, 2021, the Company recorded an income tax expense of $908,000 as compared to income tax expense of $1.8 million for the same period in fiscal 2020. The reduction in income tax expense was primarily due to reductions in net income before taxes for the applicable fiscal 2021 periods.

COVID-19 Related Information

As noted above, in response to the current situation surrounding the COVID-19 pandemic, the Company is providing assistance to its customers in a variety of ways.   The Company  participated in the Paycheck Protection Program offered under the CARES Act as a Small Business Administration (“SBA”) lender. We worked with a third party in order for our customers to be able to participate in the updated PPP loan program adopted as part of the COVID-19 stimulus bill enacted in March 2020 and part of the 2021 Consolidated Appropriations Act.

The primary method of relief is to allow the borrower to defer their loan payments for three months (and extending the term of the loan accordingly). The CARES Act and regulatory guidelines suspend temporarily the determination of certain loan modifications related to the COVID-19 pandemic from being treated as TDRs. See “Asset Quality” above”.

While the Company’s banking operations were not restricted by the government stay-at-home orders, the Company took steps to protect its employees and customers by providing for remote working for many employees, enhancing cleaning procedures for the Company’s offices, in particular its branch offices, requiring face masks to be worn by employees and maintaining appropriate  social distancing in our offices. The Company continues to assess and monitor the COVID-19 pandemic and will take additional such steps as are necessary to protect its employees and assist its depositor and borrower customers during this difficult time.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. Our primary sources of funds are deposits, scheduled principal and interest payments on loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan and securities prepayments can be greatly influenced by market rates of interest, economic conditions and competition. The Company also maintains excess funds in short-term, interest-earning assets that provide additional liquidity. At June 30, 2021, the Company’s cash and cash equivalents amounted to $79.3 million. In addition, its available-for-sale investment securities amounted to an aggregate of $334.9 million at such date.

We use our liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, and to meet operating expenses. At June 30, 2021, the Company had $59.0 million in outstanding commitments to originate loans, not including loans in process. The Company also had commitments under unused lines of credit of $50.9 million and letters of credit outstanding of

41

$1.1 million at June 30, 2021. Certificates of deposit as of June 30, 2021 that are maturing in one year or less totaled $188.1 million.

In addition to cash flows from loan and securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity available to fund liquidity needs should the need arise. Our borrowings consist solely of advances from the FHLB of Pittsburgh, of which we are a member. Under terms of the collateral agreement with the FHLB, we pledge residential mortgage loans, certain investment securities as well as our stock in the FHLB as collateral for such advances. At June 30, 2021, we had $234.3 million in outstanding FHLB advances and had the ability to obtain an additional $108.9 million in FHLB advances. The Bank maintains unsecured borrowing facilities with ACBB and PNC for $12.5 million and $10.0 million, respectively. There were  no draws on either facility as of June 30, 2021. The Bank has also obtained approval to borrow from the Federal Reserve Bank discount window.

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

The following table summarizes the Company’s and Bank’s regulatory capital ratios as of June 30, 2021 and September 30, 2020 and compares them to current regulatory guidelines. The Company is not subject to capital ratios imposed by Basel III on bank holding companies because the Company is deemed to be a small bank holding company. Accordingly, the Company’s regulatory capital ratios are provided for informational purposes only.

    

To Be

 

Well Capitalized

 

Under Prompt

 

Required for Capital

Corrective 

 

Adequacy 

Action

 

    

Ratio

    

Purposes

    

Provisions

 

 

June 30, 2021:

Tier 1 capital (to average assets)

 

  

 

  

 

 

  

Company

11.02

%  

N/A

 

 

N/A

Bank

10.83

%  

4.00

%  

 

5.0

%

Tier 1 Common (to risk-weighted assets)

  

 

  

 

  

Company

16.92

%  

 

N/A

 

N/A

Bank

16.63

%  

 

4.5

%

 

6.5

%

Tier 1 capital (to risk-weighted assets)

  

 

  

 

  

Company

16.92

%  

 

N/A

 

N/A

Bank

16.63

%  

 

6.0

%

 

8.0

%

Total capital (to risk-weighted assets)

  

 

  

 

  

Company

18.11

%  

 

N/A

 

N/A

Bank

17.82

%  

8.0

%

10.0

%

September 30, 2020:

Tier 1 capital (to average assets)

 

  

 

  

 

 

  

Company

10.34

%  

N/A

 

 

N/A

Bank

10.51

%  

4.00

%  

 

5.0

%

Tier 1 Common (to risk-weighted assets)

  

 

  

 

  

Company

17.21

%  

 

N/A

 

N/A

Bank

16.88

%  

 

4.5

%  

 

6.5

%  

Tier 1 capital (to risk-weighted assets)

  

 

  

 

  

Company

17.21

%  

 

N/A

 

N/A

Bank

16.88

%  

 

6.0

%  

 

8.0

%  

Total capital (to risk-weighted assets)

  

 

  

 

  

Company

18.41

%  

 

N/A

 

N/A

Bank

18.08

%  

 

8.0

%  

 

10.0

%  

Effective January 1, 2020, qualifying community banking organizations may elect to comply with a greater than 9% community bank leverage ratio (the “CBLR”) requirement in lieu of the currently applicable requirements for calculating and reporting risk-based capital ratios (which requirement has been temporarily decreased to 8.5% under the CARES Act). The CBLR is equal to Tier 1 capital divided by average total consolidated assets. In order to qualify for the CBLR election, a community bank must (i) have a leverage capital ratio greater than 9 percent, (2) have less

42

than $10 billion in average total consolidated assets, (3) not exceed certain levels of off-balance sheet exposure and trading assets plus trading liabilities and (4) not be an advanced approaches banking organization. A community bank that meets the above qualifications and elects to utilize the CBLR is considered to have satisfied the risk-based and leverage capital requirements in the generally applicable capital rules and is also considered to be “well capitalized” under the prompt corrective action rules. The Bank elected to not use the CBLR requirement.

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements, accompanying notes, and related financial data of the Company presented herein have been prepared in accordance with generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services, since such prices are affected by inflation to a larger extent than interest rates. In the current interest rate environment, liquidity and the maturity structure of the Company’s assets and liabilities are critical to the maintenance of acceptable performance levels.

How We Manage Market Risk. Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest rate risk which is inherent in our lending, investment and deposit gathering activities. To that end, management actively monitors and manages interest rate risk exposure. In addition to market risk, our primary risk is credit risk on our loan portfolio. We attempt to manage credit risk through our loan underwriting and oversight policies.

The principal objective of our interest rate risk management function is to evaluate the interest rate risk embedded in certain balance sheet accounts, determine the level of risk appropriate given our business strategy, operating environment, capital and liquidity requirements and performance objectives, and manage the risk consistent with approved guidelines. We seek to manage our exposure to risks from changes in interest rates while at the same time trying to improve our net interest spread. We monitor interest rate risk as such risk relates to our operating strategies. We have established an Asset/Liability Committee which is comprised of our President and Chief Executive Officer, Chief Financial Officer, Chief Lending Officer, Treasurer and Controller. The Asset/Liability Committee meets on a regular basis and is responsible for reviewing our asset/liability policies and interest rate risk position. Both the extent and direction of shifts in interest rates are uncertainties that could have an adverse impact on future earnings.

In recent years, as a part of our asset/liability management strategy, we have reduced our investment in longer term fixed-rate callable agency bonds, increased our origination or purchase of hybrid adjustable-rate single-family residential mortgage loans, commercial real estate and construction loans (which typically bear adjustable rates indexed to the WSJ Prime) and increased our portfolio of step-up callable agency bonds and agency issued collateralized mortgage-backed securities (“CMOs”) with short effective lives. In addition, during the past year we  implemented interest rate swaps to reduce funding cost for a five year period. However, notwithstanding the foregoing steps, we remain subject to a significant level of interest rate risk in a low interest rate environment due to the high proportion of our loan portfolio that consists of fixed-rate loans as well as our decision in prior periods to invest a significant amount of our assets in long-term, fixed-rate investment and mortgage-backed securities.

Gap Analysis. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring the Company’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. During a period of rising interest rates, a negative gap

43

would tend to affect adversely net interest income while a positive gap would tend to result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income while a positive gap would tend to adversely affect net interest income.

The following table sets forth the amounts of our interest-earning assets and interest-bearing liabilities outstanding at June 30, 2021, which we expect, based upon certain assumptions, to reprice or mature in each of the future time periods shown (the “GAP Table”). Except as stated below, the amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of the term to repricing or the contractual maturity of the asset or liability. The table sets forth an approximation of the projected repricing of assets and liabilities at June 30, 2021, on the basis of contractual maturities, anticipated prepayments, and scheduled rate adjustments within a three-month period and subsequent selected time intervals. The loan amounts in the table reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization, anticipated prepayments of adjustable-rate loans and fixed-rate loans, and as a result of contractual rate adjustments on adjustable-rate loans. Annual prepayment rates for variable-rate and fixed-rate single-family and multi-family residential and commercial mortgage loans are assumed to range from 11.0% to 27.1%. The annual prepayment rate for mortgage-backed securities is assumed to range from 0.5% to 26.3%. For savings accounts, checking accounts and money market accounts, the decay rates vary on an annual basis over a ten year period.

More than

More than

More than

3 Months

3 Months

1 Year

3 Years

More than

Total

    

or Less

    

to 1 Year

    

to 3 Years

    

to 5 Years

    

5 Years

    

Amount

(Dollars in Thousands)

Interest-earning assets(1):

 

  

 

  

 

  

 

  

 

  

 

  

Investment and mortgage-backed securities(2)

$

15,967

$

40,575

$

79,299

$

70,422

$

137,532

$

343,795

Loans receivable(3)

 

153,059

 

109,664

 

175,974

 

88,997

 

91,195

 

618,889

Other interest-earning assets (4)

 

78,435

 

 

996

 

 

 

79,431

Total interest-earning assets

$

247,461

$

150,239

$

256,269

$

159,419

$

228,727

$

1,042,115

Interest-bearing liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

Savings accounts

$

3,123

$

9,430

$

14,659

$

11,484

$

97,711

$

136,407

Checking and money market accounts

 

7,296

 

21,889

 

95,591

 

84,621

 

85,279

 

294,676

Certificate accounts

 

39,569

 

80,978

 

137,858

 

9,742

 

 

268,147

Advances from Federal Home Loan Bank

 

2,302

 

61,463

 

170,533

 

 

 

234,298

Real estate tax escrow accounts

 

2,558

 

 

 

 

 

2,558

Total interest-bearing liabilities

$

54,848

$

173,760

$

418,641

$

105,847

$

182,990

$

936,086

Interest-earning assets less interest-bearing liabilities

$

192,613

$

(23,521)

$

(162,372)

$

53,572

$

45,737

$

106,029

Cumulative interest-rate sensitivity gap(5)

$

192,613

$

169,092

$

6,720

$

60,292

$

106,029

 

  

Cumulative interest-rate gap as a percentage of total assets at June 30, 2021

 

16.00

%  

 

14.04

%  

 

0.56

%  

 

5.01

%  

 

8.81

%  

 

  

Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities at June 30, 2021

 

451.18

%  

 

173.97

%  

 

101.04

%  

 

108.01

%  

 

111.33

%  

 

  

(1)

Interest-earning assets are included in the period in which the balances are expected to be redeployed and/or repriced as a result of anticipated prepayments, scheduled rate adjustments and contractual maturities.

(2)

For purposes of the gap analysis, investment securities are reflected at amortized cost.

(3)

For purposes of the gap analysis, loans receivable includes non-performing loans and is gross of the allowance for loan losses and unamortized deferred loan fees, but net of the undisbursed portion of loans-in-process.

(4)

Includes FHLB stock.

(5)

Cumulative interest-rate sensitivity gap represents the difference between interest-earning assets and interest-bearing liabilities.

44

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as variable-rate loans, have features which restrict changes in interest rates both on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Finally, the ability of many borrowers to service their variable-rate loans may be adversely affected in the event of an interest rate increase.

Net Portfolio Value Analysis. Our interest rate sensitivity also is monitored by management through the use of a model which generates estimates of the changes in our net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario. The “Sensitivity Measure” is the decline in the NPV ratio, in basis points, caused by a 0% increase or decrease in rates, whichever produces a larger decline. The following table sets forth our NPV as of June 30, 2021 and reflects the changes to NPV as a result of immediate and sustained changes in interest rates as indicated.

Change in

 

Interest Rates

NPV as % of Portfolio

In Basis Points

Net Portfolio Value

Value of Assets

 

(Rate Shock)

    

Amount

    

$Change

    

% Change

    

NPV Ratio

    

Change

 

(Dollars in Thousands)

 

300

$

122,273

$

(29,856)

 

(19.63)

%  

11.70

%  

(1.99)

%

200

$

133,037

$

(19,093)

 

(12.55)

%  

12.47

%  

(1.22)

%

100

$

144,133

$

(7,997)

 

(5.26)

%  

13.22

%  

(0.47)

%

Static

$

152,129

$

 

 

13.69

%  

(100)

$

155,798

$

3,668

 

2.41

%  

13.87

%  

0.18

%

(200)

$

167,137

$

15,008

 

9.87

%  

14.73

%  

1.04

%

(300)

$

187,357

$

35,228

 

23.16

%  

16.18

%  

2.49

%

At September 30, 2020, the Company’s NPV was $152.4 million or 12.3% of the market value of assets. Following a 200 basis point increase in interest rates, the Company’s “post shock” NPV at said date would have been $160.9 million or 13.6% of the market value of assets. Conversely, a 200 basis point decrease in interest rates would result in a post shock NPV of $166.0 million or 13.0% of the market value of assets.

As is the case with the GAP table, certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV requires the making of certain assumptions which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the NPV model provides an indication of interest rate risk exposure at a particular point in time, such model is not intended to and does not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At June 30, 2021, there had not been any material change to the market risk disclosure contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2020, set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation –Exposure to Changes in Interest Rates.”

45

ITEM 4. CONTROLS AND PROCEDURES

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the end of period covered by this report, our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

On June 30, 2016, Island View Properties, Inc. t/a Island View Crossing II and Renato J. Gualtieri (“Plaintiffs”) filed a complaint against the Bank in the Court of Common Pleas of Philadelphia County (the “CCP Action”) asserting, among other things, that the Bank breached various loan agreements and related agreements for a development known as Island View Crossing. In its complaint, Plaintiffs seek the amount of $27 million. The Bank filed objections to the complaint seeking to dismiss significant portions of Plaintiffs’ claims. On August 31, 2016, the Court dismissed the majority of the claims. After that order, the Bank filed an answer denying Plaintiffs’ claims as well as a counterclaim seeking damages for failure to pay the outstanding loans and not completing the project. Discovery was ongoing and a trial was scheduled for October 2, 2017. On June 30, 2017, Plaintiff Island View Crossing II filed a Chapter 11 bankruptcy and on or about July 18, 2017, the Bank moved to have the CCP Action moved to bankruptcy court (the “Removed Action”).

Within the bankruptcy, Island View Crossing II, as the debtor and the Chapter 11 Trustee, filed a separate adversary proceeding against the Bank seeking to avoid certain collateral mortgages made by Island View as well as seeking to avoid certain loans made to Island View Crossing II including, but not limited to, a $1.4 million loan and a $5.5 million loan. The complaint was filed on or about March 3, 2018 and that action was ultimately consolidated with the Removed Action.

The discovery phase of litigation has concluded. A mediation was conducted on September 24, 2020, which did not result in a settlement.  Currently, the parties have each filed motions for summary judgment which are pending with the Court. A pretrial conference with the Court will be conducted at some point after that date.  

Given the stage of the case and pending motions, we are unable to determine the likelihood of an unfavorable outcome at this time. The Bank, however, intends to vigorously defend against all claims.

The Company is involved in various legal proceedings occurring in the ordinary course of business. Management of the Company, based on discussions with litigation counsel, does not believe that such proceedings will have a material adverse effect on the financial condition or operations of Prudential Bancorp. There can be no assurance that any of the outstanding legal proceedings to which the Company is a party will not be decided adversely to the Company’s interests and have a material adverse effect on the financial condition and operations of the Company.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2020,

46

as such factors could materially affect the Company’s business, financial condition, or future results of operations. As of June 30, 2021, no material changes have occurred to the risk factors of the Company as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 filed in December 2020. The risks described in the 2020 Annual Report on Form 10-K are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, also may have a material adverse impact on the Company’s business, financial conditions, or results of operations.

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

(a)

and (b) Not applicable.

(c)

The Company’s repurchases of equity securities for the three months ended June 30, 2021 were as follows:

    

    

    

Total Number

    

of Shares

Purchased as

Part of

Maximum Number

Total

Publicly

of Shares that May

Number of

Average

Announced

Yet Be Purchased

Shares

Price Paid

Plans or

Under Plans or

Period

Purchased

Per Share

Programs (1)

Programs (1)

April 1 - 30, 2021

68,132

$

14.09

68,132

477,198

May 1 - 31, 2021

 

31,868

13.98

 

31,868

 

445,330

June 1 - 30, 2021

 

 

 

445,330

100,000

$

14.05

100,000

(1) On June 18, 2020, the Company announced its adoption of the fourth stock repurchase program to repurchase up to 407,600 shares of common stock, approximately 5% of the Company’s outstanding shares of common stock, over a one-year period or such longer period of time as may be necessary to complete such repurchases. On January 21, 2021, the Company announced the adoption of its fifth stock repurchase program covering 390,000 shares or approximately 5% of the Company’s issued and outstanding common stock taking into account the completion of the fourth stock repurchase program.  The fifth stock repurchase program will commence upon completion of the fourth stock repurchase program and will last for one year or such longer period as necessary to complete the program.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable

47

Item 6. Exhibits

Exhibit No.

    

Description

10.1

Severance Agreement between Prudential Bank and Matthew Graham*

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.0

Section 1350 Certifications

101

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL: (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definitions Linkbase Document.

104

Cover Page Interactive Data (formatted as Inline XBRL and contained in Exhibit 101.

* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Quarterly Report on Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PRUDENTIAL BANCORP, INC.

Date: August 16, 2021

By: /s/ Dennis Pollack

Dennis Pollack

President and Chief Executive Officer

Date: August 16, 2021

By: /s/ Jack E. Rothkopf

Jack E. Rothkopf

Senior Vice President, Chief Financial Officer and Treasurer

48

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