UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2019
OR
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File No. 001-33384
ESSA Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania
20-8023072
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
200 Palmer Street, Stroudsburg, Pennsylvania
18360
(Address of Principal Executive Offices)
(Zip Code)
(570) 421-0531
(Registrant’s telephone number)
N/A
(Former name or former address, if changed since last report)
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
ESSA
Nasdaq Stock Market LLC
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 requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filers,” “accelerated filers,” “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 ☒
As of February 5, 2020, there were 11,290,451 shares of the Registrant’s common stock, par value $0.01 per share, outstanding.
Table of Contents
Page
Part I. Financial Information
Item 1.
Financial Statements (unaudited)
2
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
33
Item 3
Quantitative and Qualitative Disclosures About Market Risk
40
Item 4
Controls and Procedures
Part II. Other Information
Legal Proceedings
41
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.
Defaults Upon Senior Securities
Item 4.
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
42
Signature Page
43
Financial Statements
ESSA BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
December 31,
September 30,
2019
(dollars in thousands)
ASSETS
Cash and due from banks
$
35,581
48,426
Interest-bearing deposits with other institutions
6,971
3,816
Total cash and cash equivalents
42,552
52,242
Investment securities available for sale, at fair value
312,768
313,393
Loans receivable (net of allowance for loan losses of $12,747 and $12,630)
1,345,311
1,328,653
Regulatory stock, at cost
11,126
11,579
Premises and equipment, net
14,373
14,335
Bank-owned life insurance
39,842
39,601
Foreclosed real estate
343
240
Intangible assets, net
994
1,066
Goodwill
13,801
Deferred income taxes
4,781
5,122
Other assets
24,752
19,395
TOTAL ASSETS
1,810,643
1,799,427
LIABILITIES
Deposits
1,349,364
1,342,830
Short-term borrowings
104,719
107,701
Other borrowings
137,960
140,581
Advances by borrowers for taxes and insurance
10,361
6,700
Other liabilities
16,876
12,107
TOTAL LIABILITIES
1,619,280
1,609,919
STOCKHOLDERS’ EQUITY
Preferred Stock ($0.01 par value; 10,000,000 shares authorized, none issued)
—
Common stock ($0.01 par value; 40,000,000 shares authorized, 18,133,095 issued;
11,290,451 and 11,321,417 outstanding at December 31, 2019 and September 30,
2019, respectively)
181
Additional paid in capital
181,056
181,161
Unallocated common stock held by the Employee Stock Ownership Plan (ESOP)
(7,689
)
(7,803
Retained earnings
105,012
102,465
Treasury stock, at cost; 6,842,644 and 6,811,678 shares outstanding at
December 31, 2019 and September 30, 2019, respectively
(85,845
(85,216
Accumulated other comprehensive loss
(1,352
(1,280
TOTAL STOCKHOLDERS’ EQUITY
191,363
189,508
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
See accompanying notes to the unaudited consolidated financial statements.
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended
2018
(dollars in thousands, except per
share data)
INTEREST INCOME
Loans receivable, including fees
14,190
13,907
Investment securities:
Taxable
1,957
2,482
Exempt from federal income tax
48
136
Other investment income
318
344
Total interest income
16,513
16,869
INTEREST EXPENSE
3,333
3,388
505
1,077
849
519
Total interest expense
4,687
4,984
NET INTEREST INCOME
11,826
11,885
Provision for loan losses
375
876
NET INTEREST INCOME AFTER PROVISION FOR LOAN
LOSSES
11,451
11,009
NONINTEREST INCOME
Service fees on deposit accounts
827
863
Services charges and fees on loans
533
330
Realized and unrealized gain (loss) on equity securities
1
(2
Trust and investment fees
239
Gain on sale of investment securities available for sale, net
221
4
Earnings on Bank-owned life insurance
241
244
Insurance commissions
208
201
Other
77
247
Total noninterest income
2,426
2,126
NONINTEREST EXPENSE
Compensation and employee benefits
6,238
6,124
Occupancy and equipment
1,067
1,026
Professional fees
459
524
Data processing
1,017
903
Advertising
116
155
Federal Deposit Insurance Corporation (FDIC) premiums
133
187
Gain on foreclosed real estate
(20
(115
Amortization of intangible assets
72
84
681
764
Total noninterest expense
9,763
9,652
Income before income taxes
4,114
3,483
Income taxes
704
474
NET INCOME
3,410
3,009
Earnings per share
Basic
0.33
0.27
Diluted
Dividends per share
0.11
0.10
3
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Net income
Other comprehensive (loss) income
Investment securities available for sale:
Unrealized holding (loss) gain
(21
5,059
Tax effect
5
(1,068
Reclassification of gains recognized in net income
(221
(4
46
Net of tax amount
(191
3,988
Derivative and hedging activities adjustments:
Changes in unrealized holding gains (losses) on derivatives included in net income
219
(725
(46
152
Reclassification adjustment for gains on derivatives included in net income
(68
(217
14
119
(744
Total other comprehensive (loss) income
(72
3,244
Comprehensive income
3,338
6,253
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Unallocated
Accumulated
Common Stock
Additional
Total
Number of
Paid In
Stock Held by
Retained
Treasury
Comprehensive
Stockholders’
Shares
Amount
Capital
the ESOP
Earnings
Stock
Loss
Equity
(dollars in thousands except share data)
Balance, September 30, 2018
11,782,718
180,765
(8,255
94,112
(77,707
(9,910
179,186
Net Income
Other comprehensive income
Change in accounting principal for adoption of ASU 2016-01
Cash dividends declared ($0.10
per share)
(1,091
Stock based compensation
252
Allocation of ESOP stock
62
113
175
Stock options exercised
37,096
(448
448
Balance, December 31, 2018
11,819,814
180,631
(8,142
96,026
(77,259
(6,662
184,775
Balance, September 30, 2019
11,321,417
Other comprehensive loss
Cash dividends declared ($0.11
(1,153
Change in accounting principal for adoption of ASU 2016-02
290
75
114
189
Allocation of treasury shares to
incentive plan
33,134
(420
416
Purchase of common stock
(64,100
(1,045
Balance, December 31, 2019
11,290,451
CONSOLIDATED STATEMENT OF CASH FLOWS
OPERATING ACTIVITIES
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for depreciation and amortization
263
286
Amortization and accretion of discounts and premiums, net
600
848
Net gain on sale of investment securities
Realized and unrealized (gains) losses on equity and securities
(1
Compensation expense on ESOP
Amortization of right-of-use asset
211
(Decrease) increase in accrued interest receivable
(53
379
(Decrease) increase in accrued interest payable
(5
Earnings on bank-owned life insurance
(241
(244
Deferred federal income taxes
360
743
Decrease in accrued pension liability
(148
(119
Gain on foreclosed real estate, net
Amortization of identifiable assets
Other, net
(128
(2,942
Net cash provided by operating activities
4,903
3,349
INVESTING ACTIVITIES
Proceeds from sale of investment securities
13,024
9,931
Proceeds from principal repayments and maturities
13,434
10,833
Purchases
(26,235
(20,729
Increase in loans receivable, net
(17,446
(30,601
Redemption of regulatory stock
3,882
4,239
Purchase of regulatory stock
(3,429
(6,387
Proceeds from sale of foreclosed real estate
111
432
Purchase of premises, equipment and software
(328
(237
Net cash used for investing activities
(16,987
(32,519
FINANCING ACTIVITIES
Increase (decrease) in deposits, net
6,534
(28,938
Net (decrease) increase in short-term borrowings
(2,982
60,051
Proceeds from other borrowings
13,928
20,000
Repayment of other borrowings
(16,549
(26,350
Increase in advances by borrowers for taxes and insurance
3,661
1,609
Purchase of treasury shares
Dividends on common stock
Net cash provided by financing activities
2,394
25,281
Decrease in cash and cash equivalents
(9,690
(3,889
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
43,539
CASH AND CASH EQUIVALENTS AT END OF YEAR
39,650
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash Paid:
Interest
4,692
4,865
Noncash items:
Transfers from loans to foreclosed real estate
194
52
Initial recognition of operating right-of-use asset
(7,272
Initial recognition of operating lease liability
7,272
Unrealized holding (losses) gains
(242
5,055
6
Notes to Consolidated Financial Statements
(unaudited)
1.
Nature of Operations and Basis of Presentation
The consolidated financial statements include the accounts of ESSA Bancorp, Inc. (the “Company”), its wholly owned subsidiary, ESSA Bank & Trust (the “Bank”), and the Bank’s wholly owned subsidiaries, ESSACOR Inc.; Pocono Investments Company; ESSA Advisory Services, LLC; Integrated Financial Corporation; and Integrated Abstract Incorporated, a wholly owned subsidiary of Integrated Financial Corporation. The primary purpose of the Company is to act as a holding company for the Bank. The Bank’s primary business consists of the taking of deposits and granting of loans to customers generally in Monroe, Northampton, Lehigh, Delaware, Chester, Montgomery, Lackawanna, and Luzerne Counties, Pennsylvania. The Bank is a Pennsylvania chartered Savings bank and is subject to regulation and supervision by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation (the “FDIC”). The investment in the Bank on the parent company’s financial statements is carried at the parent company’s equity in the underlying net assets.
ESSACOR, Inc. is a Pennsylvania corporation that has been used to purchase properties at tax sales that represent collateral for delinquent loans of the Bank and is currently inactive. Pocono Investment Company is a Delaware corporation formed as an investment company subsidiary to hold and manage certain investments, including certain intellectual property. ESSA Advisory Services, LLC is a Pennsylvania limited liability company owned 100 percent by ESSA Bank & Trust. ESSA Advisory Services, LLC is a full-service insurance benefits consulting company offering group services such as health insurance, life insurance, short-term and long-term disability, dental, vision, and 401(k) retirement planning as well as individual health products. Integrated Financial Corporation is a Pennsylvania corporation that provided investment advisory services to the general public and is currently inactive. Integrated Abstract Incorporated is a Pennsylvania corporation that provided title insurance services and is currently inactive. All significant intercompany accounts and transactions have been eliminated in consolidation.
The unaudited consolidated financial statements reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of the results of the interim periods and are of a normal and recurring nature. Operating results for the three month period ended December 31, 2019 are not necessarily indicative of the results that may be expected for the year ending September 30, 2020.
2.
Earnings per Share
The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation for the three month periods ended December 31, 2019 and 2018.
Three Months Ended
Weighted-average common shares outstanding
18,133,095
Average treasury stock shares
(6,830,518
(6,316,361
Average unearned ESOP shares
(763,787
(809,051
Average unearned non-vested shares
(56,517
(56,327
Weighted average common shares and common stock
equivalents used to calculate basic earnings per share
10,482,273
10,951,356
Additional common stock equivalents (stock options) used
to calculate diluted earnings per share
10
equivalents used to calculate diluted earnings per share
10,482,283
For the three months ended December 31, 2019 there were 53,257 shares of nonvested stock outstanding at an average weighted price of $16.16 per share that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive. For the three months ended December 31, 2018 there were 52,272 shares of nonvested stock outstanding at an average weighted price of $15.95 per share that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.
7
3.
Use of Estimates in the Preparation of Financial Statements
The accounting principles followed by the Company and its subsidiaries and the methods of applying these principles conform to U.S. generally accepted accounting principles (“GAAP”) and to general practice within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and related revenues and expenses for the period. Actual results could differ from those estimates.
4.
Accounting Pronouncements
Adoption of New Standards
In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases. The new leases standard applies a right-of-use (ROU) model that requires a lessee to record, for all leases with a lease term of more than 12 months, an asset representing its right to use the underlying asset and a liability to make lease payments. For leases with a term of 12 months or less, a practical expedient is available whereby a lessee may elect, by class of underlying asset, not to recognize an ROU asset or lease liability. At inception, lessees must classify all leases as either finance or operating based on five criteria. Balance sheet recognition of finance and operating leases is similar, but the pattern of expense recognition in the income statement, as well as the effect on the statement of cash flows, differs depending on the lease classification.
The new leases standard requires a lessor to classify leases as either sales-type, direct financing or operating, similar to existing U.S. GAAP. Classification depends on the same five criteria used by lessees plus certain additional factors. The subsequent accounting treatment for all three lease types is substantially equivalent to existing U.S. GAAP for sales-type leases, direct financing leases, and operating leases. However, the new standard updates certain aspects of the lessor accounting model to align it with the new lessee accounting model, as well as with the new revenue standard under Topic 606.
Lessees and lessors are required to provide certain qualitative and quantitative disclosures to enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.
The new leases standard addresses other considerations including identification of a lease, separating lease and non-lease components of a contract, sale and leaseback transactions, modifications, combining contracts, reassessment of the lease term, and re-measurement of lease payments. It also contains comprehensive implementation guidance with practical examples
ASU 2016-02 was adopted by us on October 1, 2019 and initially required transition using a modified retrospective approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842), which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current lease guidance in Topic 840. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842) - Targeted Improvements,” which, among other things, provides an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In December 2018, the FASB also issued ASU 2018-20, “Leases (Topic 842) - Narrow-Scope Improvements for Lessors,” which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements, which addresses 1) determining the fair value of the underlying asset by the lessor that are not manufacturers or dealers (generally financial institutions and captive finance companies), and 2) lessors that are depository and lending institutions should classify principal and payments received under sales-type and direct financing leases within investing activities in the cash flow statement
Upon adoption of ASU 2016-02, ASU 2018-01, ASU 2018-11, ASU 2018-20, and ASU 2019-01 on October 1, 2019, we recognized right-of-use assets and related lease liabilities totaling $7.3 million and $7.3 million, respectively.
We elected to apply certain practical expedients provided under ASU 2016-02 whereby we will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for any existing leases. We also did not apply the recognition requirements of ASU 2016-02 to any short-term leases (as defined by related accounting guidance). We utilized the modified-retrospective transition approach prescribed by ASU 2018-11.
Recent Accounting Pronouncements
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
8
life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update defers the effective date 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. 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 January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. 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 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down-round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down-round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down- round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt ‒ Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Accounting Standards Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part I of this Update should be applied either retrospectively to outstanding financial instruments with a down-round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective or retrospectively to outstanding financial instruments with a down-round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. This Update is not expected to have a significant impact on the Company’s financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. This Update is not expected to have a significant impact on the Company’s financial statements.
9
In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits (Topic 715-20). This Update amends ASC 715 to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The Update eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The Update also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. This Update is effective for public business entities for fiscal years ending after December 15, 2020, and must be applied on a retrospective basis. For all other entities, this Update is effective for fiscal years ending after December 15, 2021. This Update is not expected to have a significant impact on the Company’s financial statements.
In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which affects a variety of topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. Topic 326, Financial Instruments – Credit Losses amendments are effective for SEC registrants for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other public business entities, the effective date is for fiscal years beginning after December 15, 2020, and for all other entities, the effective date is for fiscal years beginning after December 15, 2021. Topic 815, Derivatives and Hedging amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. For entities that have adopted the amendments in Update 2017-12, the effective date is as of the beginning of the first annual period beginning after the issuance of this Update. Topic 825, Financial Instruments amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.
In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-13 has been adopted. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.
In May 2019, the FASB issued ASU 2019-06, Intangibles – Goodwill and Other (Topic 350), Business Combinations (Topic 805), and Not-for-Profit Entities (Topic 958): Extending the Private Company Accounting Alternatives on Goodwill and Certain Identifiable Intangible Assets to Not-for-Profit Entities, which extend the scope of the goodwill accounting alternative provided in ASU 2014-02 and the intangible asset accounting alternative provided in ASU 2014-18 to not-for-profit entities. Instead of testing goodwill for impairment annually at the reporting unit level, a not-for-profit entity may now elect the goodwill accounting alternative to (a) amortize goodwill on a straight-line basis over 10 years or less than 10 years if the entity demonstrates that another useful life is more appropriate, (b) make a policy election to test goodwill for impairment at either the entity level or the reporting unit level, and (c) test goodwill for impairment only when a triggering event occurs that indicates that the fair value of an entity (or a reporting unit) may be below its carrying amount. Furthermore, for identifiable intangible assets, instead of separately recognizing most intangible assets at fair value on the transaction date, a not-for-profit entity may now elect the intangible asset accounting alternative to subsume the following intangible assets into goodwill: (a) customer-related intangible assets that aren’t capable of being sold or licensed independently from the other assets of the business, and (b) noncompetition agreements acquired in an acquisition. The goodwill accounting alternative must be elected if the intangible asset accounting alternative is elected. However, the goodwill accounting alternative may be elected without electing the intangible asset accounting alternative. The amendments are effective immediately. This Update did not have a significant impact on the Company’s financial statements.
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 those 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 November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets;
an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. The effective dates in this Update are the same as those applicable for ASU 2019-10. 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 December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), to simplify the accounting for income taxes, change the accounting for certain tax transactions, and make minor improvements to the codification. This Update provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and provides guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction. The Update also changes current guidance for making an intraperiod allocation, if there is a loss in continuing operations and gains outside of continuing operations; determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting; accounting for tax law changes and year-to-date losses in interim periods; and determining how to apply the income tax guidance to franchise taxes that are partially based on income. For public business entities, the amendments in this Update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.
In January 2020, the FASB issued ASU 2020-1, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), to clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendments also clarify that, for the purpose of applying paragraph 815-10-15-141(a) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option, in accordance with the financial instruments guidance in Topic 825. An entity also would evaluate the remaining characteristics in paragraph 815-10-15-141 to determine the accounting for those forward contracts and purchased options. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.
5.
Investment Securities
The amortized cost, gross unrealized gains and losses, and fair value of investment securities available for sale are summarized as follows (in thousands):
December 31, 2019
Amortized
Cost
Gross
Unrealized
Gains
Losses
Fair Value
Available for Sale
Fannie Mae
117,582
869
(502
117,949
Freddie Mac
80,412
454
(288
80,578
Governmental National Mortgage Association
17,654
132
(165
17,621
Total mortgage-backed securities
215,648
1,455
(955
216,148
Obligations of states and political subdivisions
22,414
269
(69
22,614
U.S. government agency securities
14,393
235
(48
14,580
Corporate obligations
43,547
596
(470
43,673
Other debt securities
15,987
31
(265
15,753
311,989
2,586
(1,807
11
September 30, 2019
126,672
987
(554
127,105
80,639
453
(331
80,761
18,590
182
(198
18,574
225,901
1,622
(1,083
226,440
19,860
356
20,212
6,454
234
6,688
43,121
594
(581
43,134
17,036
(201
16,919
312,372
2,890
(1,869
The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the three months ended December 31, 2019.
(in thousands)
Three Months Ended December 31, 2019
Three Months Ended December 31, 2018
Net gains (losses) recognized during the period on equity securities
Less: Net gains recognized during the period on equity securities sold
during the period
Unrealized gains (losses) recognized during the reporting period on equity
securities still held at the reporting date
The amortized cost and fair value of debt securities at December 31, 2019, 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 (in thousands):
Available For Sale
Due in one year or less
Due after one year through five years
24,157
24,564
Due after five years through ten years
88,948
89,287
Due after ten years
198,884
198,917
For the three months ended December 31, 2019, the Company realized gross gains of $221,000 and no gross losses on proceeds from the sale of investment securities of $13.0 million. For the three months ended December 31, 2018, the Company realized gross gains of $43,000 and gross losses of $39,000 on proceeds from the sale on investment securities of $9.9 million.
12
The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position (dollars in thousands):
Securities
Less than Twelve
Months
Twelve Months or
Greater
Fair
Value
5,458
(55
35,154
(447
40,612
29
1,826
(8
23,211
(280
25,037
1,222
(3
7,536
(162
8,758
7,191
7,943
2,194
(16
12,015
(454
14,209
17
7,000
5,712
(193
12,712
122
32,834
(271
83,628
(1,536
116,462
5,568
(6
45,867
(548
51,435
32
765
29,661
30,426
345
8,242
(197
8,587
2,159
13
2,063
(576
14,078
3,493
6,132
(185
9,625
121
(32
101,917
(1,837
116,310
The Company’s investment securities portfolio contains unrealized losses on securities, including mortgage-related instruments issued or backed by the full faith and credit of the United States government, or generally viewed as having the implied guarantee of the U.S. government, other mortgage backed securities, debt obligations of a U.S. state or political subdivision, U.S. government agency securities, corporate obligations, other debt securities and equity securities.
The Company reviews its position quarterly and has asserted that at December 31, 2019, the declines outlined in the above table represent temporary declines and the Company would not be required to sell the above securities before their anticipated recovery in market value.
The Company has concluded that any impairment of its investment securities portfolio is not other than temporary but is the result of interest rate changes that are not expected to result in the non-collection of principal and interest during the period.
6.
Loans Receivable, Net and Allowance for Loan Losses
Loans receivable consist of the following (in thousands):
Real estate loans:
Residential
601,425
597,514
Construction
8,761
5,672
Commercial
483,520
480,647
71,256
55,559
75,932
71,828
Home equity loans and lines of credit
45,020
45,156
Auto loans
69,576
81,983
2,568
2,924
1,358,058
1,341,283
Less allowance for loan losses
12,747
12,630
Net loans
Purchased loans acquired in a business combination are recorded at fair value on their purchase date without a carryover of the related allowance for loan losses.
The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30 (in thousands):
Acquired Loans
with Specific
Evidence or
Deterioration in
Credit Quality
(ASC 310-30)
Outstanding balance
1,302
1,392
Carrying amount
1,211
1,299
The following tables show the amount of loans in each category that were individually and collectively evaluated for impairment at the dates indicated (in thousands):
Total Loans
Individually
Evaluated for
Impairment
Loans Acquired
with Deteriorated
Collectively
4,176
597,249
2,451
479,858
70,824
304
44,716
364
69,212
2,539
7,756
1,349,091
4,281
593,233
2,633
476,715
55,111
Obligations of states and political sub divisions
400
44,756
583
81,400
2,893
8,376
1,331,608
The Company maintains a loan review system that allows for a periodic review of our loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers. Specific loan loss allowances are established for identified losses based on a review of such information. A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans identified as impaired are evaluated independently. The Company does not aggregate such loans for evaluation purposes. Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring.
A loan is considered to be a troubled debt restructuring (“TDR”) loan when the Company grants a concession to the borrower that it would not otherwise consider because of the borrower’s financial condition. Such concessions include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates that are less than the current market rate for new obligations with similar risk. TDR loans that are in compliance with their modified terms and that yield a market rate at the time of modification may be removed from TDR status after one year of performance.
15
The following tables include the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount at the dates indicated, if applicable (in thousands):
Recorded
Investment
Unpaid
Principal
Balance
Associated
Allowance
With no specific allowance recorded:
Real estate loans
3,975
5,432
2,272
4,193
471
331
233
23
7,116
10,683
With an allowance recorded:
226
179
215
55
245
276
16
640
733
210
Total:
5,658
4,408
509
39
Total Impaired Loans
11,416
Real Estate Loans
3,935
5,309
2,385
4,269
354
475
465
Auto Loans
161
248
22
7,250
10,788
346
398
36
294
56
94
223
422
426
144
1,126
1,358
5,707
4,563
698
674
12,146
The following table represents the average recorded investments in the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired (in thousands):
For the Three Months Ended December 31,
Average
Income
Recognized
3,933
4,167
2,398
4,484
45
392
322
151
87
19
7,180
8,990
49
297
815
333
65
212
204
912
1,032
4,230
4,982
2,731
457
164
328
291
24
8,092
10,022
The Company uses a ten-point internal risk-rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized and are aggregated as Pass-rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are fundamentally sound yet exhibit potentially unacceptable credit risk or deteriorating trends or characteristics which, if left uncorrected, may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans that are 90 or more days past due are considered Substandard. Loans in the Doubtful category have all the weaknesses inherent in loans classified as Substandard with the added characteristic that their weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loans in the Loss category are considered uncollectible and of little value that their continuance as bankable assets is not warranted. Certain residential real estate loans, construction loans, home equity loans and lines of credit, auto loans and other consumer loans are underwritten and structured using standardized criteria and characteristics, primarily payment performance, and are normally risk rated and monitored collectively on a monthly basis. These are typically loans to individuals in the consumer categories and are delineated as either performing or non-performing.
18
To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event. The Bank’s commercial loan officers are responsible for the timely and accurate risk rating recommendation for the loans in their portfolios at origination and on an ongoing basis. The Bank’s commercial loan officers perform an annual review of all commercial relationships $750,000 or greater. Confirmation of the appropriate risk grade is included in the review on an ongoing basis. The Bank engages an external consultant to conduct loan reviews on at least a semi-annual basis. Generally, the external consultant reviews commercial relationships greater than $1,000,000 and/or all criticized relationships. Detailed reviews, including plans for resolution, are performed on loans classified as Substandard on a quarterly basis. Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.
The following tables present the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard, and Doubtful or Loss within the internal risk rating system at December 31, 2019 and September 30, 2019 (in thousands):
Pass
Special
Mention
Substandard
Doubtful
or Loss
Commercial real estate loans
465,560
10,180
7,780
68,505
2,751
609,997
10,531
630,708
461,701
7,492
11,454
52,486
3,073
586,015
14,527
608,034
All other loans are underwritten and structured using standardized criteria and characteristics, primarily payment performance, and are normally risk rated and monitored collectively on a monthly basis. These are typically loans to individuals in the consumer categories and are delineated as either performing or non-performing. The following tables present the risk ratings in the consumer categories of performing and non-performing loans at December 31, 2019 and September 30, 2019 (in thousands):
Performing
Non-
performing
597,010
4,415
44,449
571
69,132
443
69,575
2,536
721,888
5,461
727,349
592,907
4,607
44,534
622
81,317
666
2,883
727,313
5,936
733,249
The Company 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 past due. The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of December 31, 2019 and September 30, 2019 (in thousands):
31-60 Days
61-89 Days
90 + Days
Past
Due and
Purchased
Credit Impaired
Current
Past Due
Accruing
Nonaccrual
Loans
594,814
1,682
514
6,611
478,794
713
2,802
3,515
971
68,922
99
1,664
2,334
Obligations of states and political
subdivisions
44,255
98
96
67,278
1,855
2,298
2,526
1,341,282
4,447
2,284
8,834
15,565
590,457
2,187
7,057
476,644
236
2,468
2,704
243
1,056
54,899
20
37
603
660
44,319
47
168
837
80,090
1,227
1,893
1,326,792
3,717
468
9,007
13,192
The allowance for loan losses is maintained at a level necessary to absorb loan losses that are both probable and reasonably estimable. Management, in determining the allowance for loan losses, considers the losses inherent in its loan portfolio and changes in the nature and volume of loan activities, along with the general economic and real estate market conditions. The allowance for loan losses consists of two elements: (1) an allocated allowance, which comprises allowances established on specific loans and class allowances based on historical loss experience and current trends, and (2) an allocated allowance based on general economic conditions and other risk factors in our markets and portfolios. We maintain a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers. General loan loss allowances are based upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions, management’s judgment and losses which are probable and reasonably estimable. The allowance is increased through provisions charged against current earnings and recoveries of previously charged-off loans. Loans that are determined to be uncollectible are charged against the allowance. While management uses available information to recognize probable and reasonably estimable loan losses, future loss provisions may be necessary, based on changing economic conditions. Payments received on impaired loans generally are either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. The allowance for loan losses as of December 31, 2019 was maintained at a level that represents management’s best estimate of losses inherent in the loan portfolio, and such losses were both probable and reasonably estimable.
In addition, the FDIC and the Pennsylvania Department of Banking and Securities, as an integral part of their examination process, have periodically reviewed our allowance for loan losses. The banking regulators may require that we recognize additions to the allowance based on its analysis and review of information available to it at the time of its examination.
Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the allowance for loan losses (“ALL”). When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.
The following table summarizes changes in the primary segments of the ALL for the three months ended December 31, 2019 and 2018 (in thousands):
Home
Obligations of
States and
Loans and
Political
Lines of
Subdivisions
Credit
ALL balance at September 30, 2019
4,243
53
3,806
1,870
329
1,384
28
574
Charge-offs
(22
(40
(29
(372
(465
Recoveries
207
Provision
(61
(204
370
68
59
120
ALL balance at December 31, 2019
4,161
82
3,604
2,241
340
369
1,232
694
ALL balance at September 30, 2018
3,605
35
3,458
1,462
323
296
1,859
627
11,688
(142
(368
(532
38
264
(28
293
ALL balance at December 31, 2018
3,745
3,496
1,704
295
298
1,694
26
920
12,221
During the three months ended December 31, 2019 the Company recorded provision expense for the construction real estate loans, commercial, home equity loans and lines of credit and auto loan segments, due to either increased loan balances, changes in the loan mix within the pool, and/or charge-off activity in those segments. Credit provisions were recorded for loan loss for the residential real estate, commercial real estate, obligations of states and political subdivisions and other loan segments.
During the three months ended December 31, 2018 the Company recorded provision expense for the residential real estate, construction loans, commercial real estate, commercial, home equity loans and lines of credit, auto and other loan segments, due to either increased loan balances, changes in the loan mix within the pool, and/or charge-off activity in those segments. Credit provisions were recorded for loan loss for the obligations of states and political subdivisions segment.
The following table summarizes the primary segments of the ALL, segregated into two categories, the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of December 31, 2019 and September 30, 2019 (in thousands):
evaluated for
impairment
4,130
3,549
1,116
12,537
4,207
3,750
1,864
1,240
12,382
21
The allowance for loan losses is based on estimates, and actual losses will vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date. Despite the above allocations, the allowance for loan losses is general in nature and is available to absorb losses from any loan segment.
The following is a summary of troubled debt restructuring granted during the three months ended December 31, 2019 and 2018 (dollars in thousands):
For the Three Months Ended December 31, 2019
Contracts
Pre-Modification
Outstanding
Post-Modification
Troubled Debt Restructurings
540
For the Three Months Ended December 31, 2018
95
159
275
The one new troubled debt restructuring granted for the three months ended December 31, 2019, totaled $540,000 and was granted an interest rate concession.
Of the five new troubled debt restructurings granted for the three months ended December 31, 2018, one loan totaling $14,000 was granted terms concessions, one loan totaling $81,000 was granted an interest rate concession, and three loans totaling $180,000 were granted term and rate concessions.
For the three months ended December 31, 2019 and 2018, no loans defaulted on a restructuring agreement within one year of modification.
7.
Deposits consist of the following major classifications (in thousands):
Non-interest bearing demand accounts
175,320
175,932
Interest bearing demand accounts
218,783
224,673
Money market accounts
350,630
364,635
Savings and club accounts
137,481
135,012
Certificates of deposit
467,150
442,578
8.
Net Periodic Benefit Cost-Defined Benefit Plan
For a detailed disclosure on the Bank’s pension and employee benefits plans, please refer to Note 12 of the Company’s Consolidated Financial Statements for the year ended September 30, 2019 included in the Company’s Annual Report on Form 10-K.
The following table comprises the components of net periodic benefit cost for the three month period ended December 31, 2019 and 2018 (in thousands):
Service Cost
Interest Cost
174
Expected return on plan assets
(269
(293
Amortization of unrecognized loss
Net periodic benefit cost
The Company’s board of directors adopted resolutions to freeze the status of the Defined Benefit Plan (“the plan”) effective February 28, 2017 (“the freeze date”). Accordingly, no additional participants will enter the plan after February 28, 2017; no additional years of service for benefit accrual purposes will be credited after the freeze date under the plan; and compensation earned by participants after the freeze date will not be taken into account under the plan.
9.
Equity Incentive Plan
The Company previously maintained the ESSA Bancorp, Inc. 2007 Equity Incentive Plan (the “Plan”). The Plan provided for a total of 2,377,326 shares of common stock for issuance upon the grant or exercise of awards. Of the shares that were available under the Plan, 1,698,090 were available to be issued in connection with the exercise of stock options and 679,236 were available to be issued as restricted stock. The Plan allowed for the granting of non-qualified stock options (“NSOs”), incentive stock options (“ISOs”), and restricted stock. Options granted under the plan were granted at no less than the fair value of the Company’s common stock on the date of the grant. As of the effective date of the 2016 Equity Incentive Plan (detailed below), no further grants will be made under the Plan and forfeitures of outstanding awards under the Plan will be added to the shares available under the 2016 Equity Incentive Plan.
The Company replaced the 2007 Equity Incentive Plan with the ESSA Bancorp, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) which was approved by shareholders on March 3, 2016. The 2016 Plan provides for a total of 250,000 shares of common stock for issuance upon the grant or exercise of awards. The 2016 Plan allows for the granting of restricted stock, restricted stock units, ISOs and NSOs.
The Company classifies share-based compensation for employees and outside directors within “Compensation and employee benefits” in the Consolidated Statement of Operations to correspond with the same line item as compensation paid.
Restricted stock shares outstanding at December 31, 2019 vest over periods ranging from 8 to 45 months. The product of the number of shares granted and the grant date market price of the Company’s common stock determines the fair value of restricted shares under the Company’s restricted stock plan. The Company expenses the fair value of all share based compensation grants over the requisite service period.
For the three months ended December 31, 2019 and 2018, the Company recorded $240,000 and $252,000 of share-based compensation expense, respectively, comprised of restricted stock expense. Expected future compensation expense relating to the restricted shares outstanding at December 31, 2019 is $865,000 over the remaining vesting period of 3.75 years.
The following is a summary of the status of the Company’s restricted stock as of December 31, 2019, and changes therein during the three month period then ended:
Restricted Stock
Weighted-
average
Grant Date
Nonvested at September 30, 2019
34,963
16.13
Granted
33,367
16.19
Vested
(819
15.52
Forfeited
Nonvested at December 31, 2019
67,511
16.17
10.
The following disclosures show the hierarchal disclosure framework associated within the level of pricing observations utilized in measuring assets and liabilities at fair value. The definition of fair value maintains the exchange price notion in earlier definitions of fair value but focuses on the exit price of the asset or liability. The exit price is the price that would be received to sell the asset or paid to transfer the liability adjusted for certain inherent risks and restrictions. Expanded disclosures are also required about the use of fair value to measure assets and liabilities.
Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis
The following tables provide the fair value for assets and liabilties required to be measured and reported at fair value on a recurring basis on the Consolidated Balance Sheet as of December 31, 2019 and September 30, 2019 by level within the fair value hierarchy (in thousands).
Recurring Fair Value Measurements at Reporting Date
Assets
Level I
Level II
Level III
Mortgage backed securities
U.S. government agencies
35,852
7,821
Total Debt Securities
304,947
Equity securities- financial services
Derivatives and hedging activities:
273
Liabilities
846
35,342
7,792
Total debt securities
305,601
Equity securities-financial services
25
Derivatives and hedging activities
303
Liabilities:
1,011
The following table presents a summary of changes in the fair value of the Company’s Level III investments for the three month periods ended December 31, 2019 and 2018 (in thousands).
Fair Value Measurement Using
Significant Unobservable Inputs
(Level III)
December 31, 2018
Beginning balance
7,738
Purchases, sales, issuances, settlements, net
Total unrealized gain (loss):
Included in earnings
Included in other comprehensive income (loss)
(96
Transfers in and/or out of Level III
7,642
Each financial asset and liability is identified as having been valued according to a specified level of input, 1, 2 or 3. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset, either directly or indirectly. Level 2 inputs include quoted prices for similar assets in active markets, and inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair
value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset.
The measurement of fair value should be consistent with one of the following valuation techniques: market approach, income approach, and/or cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). For example, valuation techniques consistent with the market approach often use market multiples derived from a set of comparable. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range the appropriate multiple falls requires judgment, considering factors specific to the measurement (qualitative and quantitative). Valuation techniques consistent with the market approach include matrix pricing. Matrix pricing is a mathematical technique used principally to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on a security’s relationship to other benchmark quoted securities. Most of the securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quoted market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Securities reported at fair value utilizing Level 1 inputs are limited to actively traded equity securities whose market price is readily available from the New York Stock Exchange or the NASDAQ exchange. A few securities are valued using Level 3 inputs, all of these are classified as available for sale and are reported at fair value using Level 3 inputs.
Assets and Liabilities Required to be Measured and Reported on a Non-Recurring Basis
The following tables provide the fair value for assets required to be measured and reported at fair value on a non recurring basis on the Consolidated Balance Sheet as of December 31, 2019 and September 30, 2019 by level within the fair value hierarchy:
Non-Recurring Fair Value Measurements at Reporting Date (in thousands)
Impaired loans
7,546
8,128
The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:
Quantitative Information about Level 3 Fair Value Measurements
Estimate
Valuation
Techniques
Unobservable
Input
Range
Appraisal of
collateral (1)
Appraisal
adjustments (2)
0% to 35%
(20.7%)
Foreclosed real estate owned
20% to 46%
(25.9%)
(20.3%)
20% to 35%
(26.6%)
(1)
Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.
(2)
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
Foreclosed real estate is measured at fair value, less cost to sell at the date of foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value, less cost to sell. Income and expenses from operations and changes in valuation allowance are included in the net expenses from foreclosed real estate. Impaired loans are reported at fair value utilizing level three inputs. For these loans, a review of the collateral is conducted and an appropriate allowance for loan losses is allocated to the loan. At December 31, 2019, 123 impaired loans with a carrying value of $7.8 million were reduced by specific valuation allowance totaling $210,000 resulting in a net fair value of $7.5 million based on Level 3 inputs. At September 30, 2019, 138 impaired loans with a carrying value of $8.4 million were reduced by a specific valuation totaling $248,000 resulting in a net fair value of $8.1 million based on Level 3 inputs.
Assets and Liabilities not Required to be Measured and Reported at Fair Value
The following tables provide the carrying value and fair value for certain financial instruments that are not required to be measured or reported at fair value on the consolidated Balance Sheet at December 31, 2019 and September 30, 2019 by level within the fair value hierarchy:
Carrying Value
Total Fair
Financial assets:
Cash and cash equivalents
Loans receivable, net
1,332,511
Accrued interest receivable
6,308
Regulatory stock
Mortgage servicing rights
167
Bank owned life insurance
Financial liabilities:
882,214
467,567
1,349,781
138,776
Accrued interest payable
1,379
1,313,231
6,225
177
900,252
443,063
1,343,315
141,427
27
11.
Accumulated Other Comprehensive Loss
The activity in accumulated other comprehensive loss for the three month periods ended December 31, 2019 and 2018 is as follows (in thousands):
Accumulated Other
Comprehensive Loss
Defined
Benefit
Pension Plan
Unrealized Gains
(Losses) on
Derivatives
Balance at September 30, 2019
(1,527
807
(560
Other comprehensive income (loss) before
reclassifications
173
157
Amounts reclassified from accumulated
other comprehensive loss
(175
(54
(229
Period change
Balance at December 31, 2019
616
(441
Balance at September 30, 2018
(477
(11,369
1,936
3,991
(573
3,418
(171
(174
Change in account prinicpal for adoption of ASU 2016-01
3,992
3,248
Balance at December 31, 2018
(7,377
1,192
The following table presents significant amounts reclassified out of each component of accumulated other comprehensive loss for the three month period ended December 31, 2019 and 2018 (in thousands):
Amount Reclassified from
Details About Accumulated Other Comprehensive Loss Components
Accumulated Other Comprehensive Loss for the Three Months Ended December 31,
Affected Line Item in the
Consolidated Statement of Income
Securities available for sale
Net securities gains reclassified into earnings
Gain on sale of investment available for sale
Related income tax expense
Net effect on accumulated other comprehensive loss for the
period
Interest expense, effective portion
217
Interest expense
(14
54
171
Total reclassification for the period
229
12.
Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment
of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings.
Fair Values of Derivative Instruments on the Consolidated Balance Sheet
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of December 31, 2019 and September 30, 2019 (in thousands).
Fair Values of Derivative Instruments
Asset Derivatives
As of December 31, 2019
As of September 30, 2019
Hedged Item
Notional
Sheet
Location
FHLB Advances
50,000
Other Assets
Commercial Loans
8,701
-
58,701
Liability Derivatives
35,000
Other Liabilties
401
513
Brokered Deposits
377
498
14,932
70
99,932
85,000
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments. As of December 31, 2019, the Company had twelve interest rate swaps with a notional principal amount of $158.6 million associated with the Company’s cash outflows associated with various FHLB advances, brokered certificates and commercial loans.
For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The Company did not recognize any hedge ineffectiveness in earnings during the periods ended December 31, 2019 and 2018.
Amounts reported in accumulated other comprehensive loss related to derivatives that will be reclassified to interest income/expense as interest payments are made/received on the Company’s variable-rate assets/liabilities. During the three months ended December 31, 2019 and 2018, the Company had $68,000 and $217,000 respectively, of gains reclassified to interest expense. During the next twelve months, the Company estimates that $254,000 will be reclassified as a decrease in interest expense.
The table below presents the effect of the Company’s cash flow hedge accounting on Accumulated Other Comprehensive Income for the three month periods ended December 31, 2019 and 2018 (in thousands).
The Effect of Fair Value and Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income
Derivatives in Hedging Relationships
Gain (Loss) Recognized in
OCI on Derivative
(Effective Portion)
Three Months Ended December 31,
Gain Recognized in
Derivatives in Cash Flow Hedging Relationships
Location of Gain
Reclassified from
Accumulated OCI
into Income
Interest Rate Products
(941
Credit-risk-related Contingent Features
The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.
The Company also has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well / adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.
As of December 31, 2019, the Company had derivatives in a net liability position and was required to post $500,000 in collateral against its obligations under these agreements. As of September 30, 2019, the Company was required to post $710,000 in collateral against its obligations under these agreements. If the Company had breached any of these provisions at December 31, 2019 and September 30, 2019, it could have been required to settle its obligations under the agreements at the termination value.
13.
Contingent Liabilities
The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of Management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s results of operations.
The Bank was named as a defendant in an action commenced on December 8, 2016 by one plaintiff who will also seek to pursue this action as a class action on behalf of the entire class of people similarly situated. The plaintiff alleges that a bank previously acquired by ESSA Bancorp received unearned fees and kickbacks in the process of making loans, in violation of the Real Estate Settlement Procedures Act. In an order dated January 29, 2018, the district court granted the Bank’s motion to dismiss the case. The plaintiff appealed the court’s ruling. In an opinion and order dated April 26, 2019, the appellate court reversed the district court’s order dismissing the plaintiff’s case against the Bank, and remanded the case back to the district court in order to continue the litigation. The litigation is now proceeding before the district court. The Bank will continue to vigorously defend against such allegations. To the extent that pending or threatened litigation could result in exposure to the Bank, the amount of such exposure is not currently estimable.
14.
Revenue Recognition
Effective October 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers- Topic 606 and all subsequent ASC’s that modified ASC 606. The Company has elected to apply the standard utilizing the modified retrospective approach with a cumulative effect of adoption for the impact from uncompleted contracts as of the date of adoption.
Management determined that since the guidance does not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other GAAP, the new guidance did not have a material impact on revenue most closely associated with financial instruments including interest income and expense along with non interest revenue resulting from non interest security gains, loan servicing, commitment fees and fees from financial guarantees. As a result, no changes were made during the period related to these sources of revenue which cumulatively comprise 90.3% of the total revenue of the Company.
30
The main types of non interest income within the scope of the standard are:
Trust and Investment Fees
Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customer’s accounts. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e. as incurred). Payment is received shortly after services are rendered.
Service Charges on Deposit Accounts
Service charges on deposit accounts consist of account analysis fees (i.e. net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Fees, Exchange, and Other Service Charges
Fees, interchange, and other service charges are primarily comprised of debit card income, ATM fees, cash management income, and other services charges. Debit card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a company ATM. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized when the services are rendered or upon completion., Payment is typically received immediately or in the following month.
Insurance Commissions
Insurance income primarily consists of commissions received on product sales. The Company acts as an intermediary between the Company’s customer and the insurance carrier. The Company’s performance obligation is generally satisfied upon the issuance of the policy. Shortly after the policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue.
15. Leases
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On October 1, 2019, the Company adopted ASU No. 2016-02 “Leases” (Topic 842) and all subsequent ASUs that modified Topic 842. For the Company, Topic 842 primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee.
Lessee Accounting
Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches, ATM locations, and office space with terms extending through 2044. Substantially all of our leases are classified as operating leases, and therefore, were previously not recognized on the Company’s Consolidated Balance sheet. With the adoption of Topic 842, operating lease agreements are required to be recognized on the Consolidated Balance sheet as a right-of-use (“ROU”) asset and a corresponding lease liability.
The following table presents the Consolidated Balance sheet classification of the Company’s ROU assets and lease liabilities. The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the Consolidated Balance sheet.
12/31/2019
Lease Right-of-Use Assets
Classification
Operating lease right-of-use assets
7,061
Total Lease Right-Of-Use Assets
Lease Liabilities
Operating lease Liabilities
7,083
Total Lease Liabilities
The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to October 1, 2019, the rate for the remaining lease term as of October 1, 2019 was used.
Weighted average remaining lease term
Operating leases
14.0 years
Weighted average discount rate
2.37
%
The following table represents lease costs and other lease information. As the Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities.
Lease Costs (in thousands)
Three Months Ended 12/31/2019
Operating lease cost
254
Variable lease cost
Net lease cost
313
Future minimum payments for finance leases and operating leases with initial or remaining terms of one year or more as of December 31, 2019 were as follows:
Twelves months Ended:
December 31, 2020
927
December 31, 2021
840
December 31, 2022
708
December 31, 2023
707
December 31, 2024
554
Therafter
4,766
Total future minimum lease payments
8,502
Amounts representing interest
(1,419
Present Value of Net Future Minimum Lease Payments
Forward Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include:
•
statements of our goals, intentions and expectations;
statements regarding our business plans and prospects and growth and operating strategies;
statements regarding the asset quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.
By identifying these forward-looking statements for you in this manner, we are alerting you to the possibility that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Important factors that could cause our actual results and financial condition to differ from those indicated in the forward-looking statements include, among others, those discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K and Part II, Item 1A of this and any previous Quarterly Report on Form 10-Q filed since our most recent Annual Report on Form 10-K, as well as the following factors:
significantly increased competition among depository and other financial institutions;
inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;
general economic conditions, either nationally or in our market areas, that are worse than expected;
adverse changes in the securities markets;
legislative or regulatory changes that adversely affect our business;
our ability to enter new markets successfully and take advantage of growth opportunities, and the possible short-term dilutive effect of potential acquisitions or de novo branches, if any;
changes in consumer spending, borrowing and savings habits;
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies and the FASB; and
changes in our organization, compensation and benefit plans.
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Comparison of Financial Condition at December 31, 2019 and September 30, 2019
Total Assets. Total assets increased by $11.2 million, or 0.62%, to $1.81 billion at December 31, 2019 from $1.80 billion at September 30, 2019 due primarily to increases in loans receivable partially offset by declines in cash and due from banks.
Total Cash and Cash Equivalents. Total cash and cash equivalents decreased $9.7 million, or 18.6%, to $42.6 million at December 31, 2019 from $52.2 million at September 30, 2019. Decreases in cash and due from banks of $12.8 million, which were partially offset by an increase in interest bearing deposits with other institutions of $3.2 million, were the reasons for the net decrease.
Net Loans. Net loans increased $16.7 million, or 1.3%, to $1.35 billion at December 31, 2019 from $1.33 billion at September 30, 2019. During this period, residential loans increased $3.9 million to $601.4 million, construction loans increased $3.1 million to $8.8 million, commercial real estate loans increased $2.9 million to $483.5 million, commercial loans increased $15.7 million to $71.3 million, obligations of states and political subdivisions increased $4.1 million to $75.9 million, home equity loans and lines of credit decreased $136,000 to $45.0 million, auto loans decreased $12.4 million to $69.6 million, and other loans decreased $356,000 to $2.6 million.
Investment Securities Available for Sale. Investment securities available for sale decreased $625,000, or 0.2%, to $312.8 million at December 31, 2019 from $313.4 million at September 30, 2019.
Deposits. Deposits increased $6.5 million, or 0.49%, to $1.35 billion at December 31, 2019 from $1.34 billion at September 30, 2019 due primarily to an increase in certificate of deposits offset by a decline in interest bearing demand accounts and money markets accounts. An increase in certificates of deposit of $24.6 million which was offset in part by decreases in interest bearing demand accounts of $5.9 million and money market accounts of $14.0 million. The overall increase in certificates of deposit, reflected a decrease in retail certificates of $40.8 million partially offset by an increase in brokered certificates of deposit of $32.4 million to $190.9 million.
Borrowed Funds. Borrowed funds decreased by $5.6 million, or 2.3%, to $242.7 million at December 31, 2019, from $248.3 million at September 30, 2019. The decrease in borrowed funds was due to a decrease in short term borrowings of $3.0 million and a decrease in other borrowings of $2.6 million. All borrowings at December 31, 2019 represent advances from the Federal Home Loan Bank of Pittsburgh (the “FHLB”).
Stockholders’ Equity. Stockholders’ equity increased by $1.9 million, or 1.0%, to $191.4 million at December 31, 2019 from $189.5 million at September 30, 2019. The increase in stockholders’ equity was primarily due to net income of $3.4 million, which was partially offset by an increase in treasury stock due to the repurchase by the Company of 64,100 shares of its common stock at an aggregate cost of $1.0 million under a previously disclosed stock repurchase plan and regular cash dividends of $0.11 per share, which reduced stockholders equity by $1.2 million.
34
Average Balance Sheets for the Three Months Ended December 31, 2019 and 2018
The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances, the yields set forth below include the effect of deferred fees and discounts and premiums that are amortized or accreted to interest income.
Average Balance
Interest Income/
Expense
Yield/Cost
Interest-earning assets:
Loans(1)
1,342,449
4.21
1,320,053
4.18
Taxable(2)
66,300
626
3.76
68,190
676
3.93
Exempt from federal income
tax(2)(3)
9,674
2.50
25,377
2.69
Total investment securities
75,974
3.60
93,567
812
Mortgage-backed securities
235,132
1,331
2.25
278,425
1,806
2.57
Federal Home Loan Bank stock
11,104
7.45
13,464
222
6.54
29,075
110
1.61
24,386
1.98
Total interest-earning assets
1,693,734
3.88
1,729,895
Allowance for loan losses
(12,666
(11,864
Noninterest-earning assets
107,133
114,591
Total assets
1,788,201
1,832,622
Interest-bearing liabilities:
NOW accounts
224,362
0.41
209,035
188
0.36
347,855
974
1.11
315,439
821
1.03
136,171
0.05
131,181
442,516
2,112
1.90
512,533
2,361
1.83
Borrowed funds
247,906
1,354
2.17
307,102
1,596
2.06
Total interest-bearing liabilities
1,398,810
1.33
1,475,290
1.34
Non-interest-bearing NOW
accounts
178,332
157,993
Non-interest-bearing liabilities
19,802
18,171
Total liabilities
1,596,944
1,651,454
191,257
181,168
Total liabilities and equity
Net interest income
Interest rate spread
2.55
2.54
Net interest-earning assets
294,924
254,605
Net interest margin(4)
2.78
2.73
Average interest-earning assets to
average interest-bearing liabilities
121.08
117.26
Non-accruing loans are included in the outstanding loan balances.
Available for sale securities are reported at fair value.
(3)
Yields on tax exempt securities have been calculated on a fully tax equivalent basis assuming a tax rate of 21.00% for the three months ended December 31, 2019 and 2018.
(4)
Represents the difference between interest earned and interest paid, divided by average total interest earning assets.
Comparison of Operating Results for the Three Months Ended December 31, 2019 and December 31, 2018
Net Income. Net income increased $401,000, or 13.3%, to $3.4 million for the three months ended December 31, 2019 compared to net income of $3.0 million for the comparable period in 2018. The increase was primarily due to a decrease in the provision for loan losses and an increase in non-interest income partially offset by increases in non-interest expense and the income tax provision.
Net Interest Income. Net interest income decreased $59,000, or 0.5%, to $11.8 million for the three months ended December 31, 2019 from $11.9 million for the comparable period in 2018.
Interest Income. Interest income decreased $356,000, or 2.1%, to $16.5 million for the three months ended December 31, 2019 from $16.9 million for the comparable 2018 period. The decrease resulted primarily from a decrease in the average balance of interest earnings assets of $36.2 million from the comparable 2018 period. The average balance of loans increased $22.4 million between the two periods. In addition, between the two periods, the average balance of investment securities decreased $17.6 million, mortgage-backed securities decreased $43.3 million, FHLB stock decreased $2.4 million and other interest earning assets increased $4.7 million.
Interest Expense. Interest expense decreased $297,000, or 6.0%, to $4.7 million for the three months ended December 31, 2019 from $5.0 million for the comparable 2018 period. The decrease resulted from a decrease in the cost of interest bearing liabilities of one basis point from 1.34% to 1.33% and a decrease in the average balance of interest bearing liabilities of $76.5 million between the two periods. The interest expense decrease of $297,000 for the three months ended December 31, 2019 was due primarily to an decrease in certificates of deposit expense of $249,000 and borrowed funds of $242,000.
Provision for Loan Losses. In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect a borrower’s ability to repay, the estimated value of any underlying collateral, peer group information and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are subject to interpretation and revision as more information becomes available or as future events occur. After an evaluation of these factors, management made a provision for loan losses of $375,000 for the three month period ended December 31, 2019 compared to $876,000 for the three month period ended December 31, 2018. The allowance for loan losses was $12.7 million, or 0.94% of loans outstanding at December 31, 2019, compared to $12.6 million, or 0.94% of loans outstanding, at September 30, 2019.
Non-interest Income. Non-interest income increased $300,000, or 14.1%, to $2.4 million for the three months ended December 31, 2019 from $2.1 million at December 31, 2018. Increases in service changes and fees on loans of $203,000, trust and investment fees of $79,000 and gain on sale of investment securities available for sale, net, were partially offset by declines in other income of $170,000 and service fees on deposit accounts of $36,000.
Non-interest Expense. Non-interest expense increased $111,000, or 1.1%, to $9.8 million for the three months ended December 31, 2019 from $9.7 million for the comparable period in 2018. Increases in compensation and employee benefits, occupancy and equipment and data processing and a decrease in gain on foreclosed real estate were partially offset by decreases in professional fees, advertising, FDIC premiums and other expenses
Income Taxes. Income tax expense increased $230,000 to $704,000 for the three months ended December 31, 2019 from $474,000 for the comparable 2018 period. The effective tax rate for the three months ended December 31, 2019 was 17.1% compared to 13.6% for the 2018 period.
The following table provides information with respect to the Bank’s non-performing assets at the dates indicated (dollars in thousands).
Non-performing assets:
Non-accruing loans
8,833
Non-accruing purchased credit impaired loans
Total non-performing loans
9,804
10,063
Other repossessed assets
Total non-performing assets
10,156
10,312
Ratio of non-performing loans to total loans
0.72
0.75
Ratio of non-performing loans to total assets
0.54
0.56
Ratio of non-performing assets to total assets
0.57
Ratio of allowance for loan losses to total loans
0.94
Loans are reviewed on a regular basis and are placed on non-accrual status when they become 90 days delinquent. When loans are placed on non-accrual status, unpaid accrued interest is fully reserved, and further income is recognized only to the extent received. Non-performing assets decreased $155,000 from September 30, 2019 to December 31, 2019. The number of nonperforming residential loans was 51 at December 31, 2019 compared to 52 at September 30, 2019. The $9.8 million of non-accruing loans at December 31, 2019 included 51 residential loans with an aggregate outstanding balance of $4.4 million, 28 commercial and commercial real estate loans with aggregate outstanding balances of $4.3 million and 74 consumer loans with aggregate balances of $1.0 million. Within the residential loan balance were $2.5 million of loans less than 90 days past due. In the quarter ended December 31, 2019, the Company identified 18 residential loans which, although paying as agreed, have a high probability of default. Foreclosed real estate increased $103,000 to $343,000 at December 31, 2019. Foreclosed real estate consists of seven residential properties and one commercial property.
At December 31, 2019, the principal balance of troubled debt restructures (“TDRs”) was $3.5 million compared to $3.1 million at September 30, 2019. Of the $3.5 million of troubled debt restructures at December 31, 2019, $76,000 are performing loans and $3.4 million are non-accrual loans.
As of December 31, 2019, TDRs were comprised of 19 residential loans totaling $2.5 million, three commercial and commercial real estate loans totaling $722,000 and nine consumer (home equity loans, home equity lines and credit, indirect auto and other) loans totaling $242,000.
For the three month period ended December 31, 2019, two loans were removed from non-performing TDR status.
Liquidity and Capital Resources
We maintain liquid assets at levels we consider adequate to meet both our short-term and long-term liquidity needs. We adjust our liquidity levels to fund deposit outflows, repay our borrowings and to fund loan commitments. We also adjust liquidity as appropriate to meet asset and liability management objectives.
Our primary sources of liquidity are deposits, prepayment and repayment of loans and mortgage-backed securities, maturities of investment securities and other short-term investments, and earnings and funds provided from operations, as well as access to FHLB advances and other borrowing sources. While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competition. We set the interest rates on our deposits to maintain a desired level of total deposits.
A portion of our liquidity consists of cash and cash equivalents and borrowings, which are a product of our operating, investing and financing activities. At December 31, 2019, $42.6 million of our assets were invested in cash and cash equivalents. Our primary sources of cash are principal repayments on loans, proceeds from the maturities of investment securities, principal repayments of mortgage-backed securities and increases in deposit accounts. As of December 31, 2019, we had $242.7 million in borrowings outstanding from the Pittsburgh FHLB. We have access to total FHLB advances of up to approximately $668.0 million.
At December 31, 2019, we had $196.4 million in loan commitments outstanding, which included, in part, $51.2 million in undisbursed construction loans and land development loans, $40.0 million in unused home equity lines of credit, $92.3 million in commercial lines of credit and commitments to originate commercial loans, $6.6 million in performance standby letters of credit and $6.5 million in other unused commitments which are primarily to originate residential mortgage loans and multifamily loans. Certificates of deposit due within one year of December 31, 2019 totaled $397.0 million, or 85.0% of certificates of deposit. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before December 31, 2020. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.
As reported in the Consolidated Statements of Cash Flow, our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was $4.9 million and $3.3 million for the three months ended December 31, 2019 and 2018, respectively. These amounts differ from our net income because of a variety of cash receipts and disbursements that did not affect net income for the respective periods. Net cash used for investing activities was $17.0 million and $32.5 million for the three months ended December 31, 2019 and 2018, respectively, principally reflecting our loan and investment security activities. Deposit and borrowing cash flows have comprised most of our financing activities, which resulted in net cash provided by, of $2.4 million and $25.3 million for the three months ended December 31, 2019 and 2018, respectively.
Critical Accounting Policies
We consider accounting policies that require management to exercise significant judgment or discretion or make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. We consider the following to be our critical accounting policies:
Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses which is charged against income. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical. The methodology for determining the allowance for loan losses is considered a critical accounting policy by management due to the high degree of judgment involved, the subjectivity of the assumptions utilized and the potential for changes in the economic environment that could result in changes to the amount of the recorded allowance for loan losses.
As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans and discounted cash flow valuations of properties are critical in determining the amount of the allowance required for specific loans. Assumptions for appraisals and discounted cash flow valuations are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals and discounted cash flow valuations are carefully reviewed by management to determine that the resulting values reasonably reflect amounts realizable on the related loans.
Management performs a quarterly evaluation of the adequacy of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal and external loan reviews and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revision based on changes in economic and real estate market conditions.
The analysis of the allowance for loan losses has two components: specific and general allocations. Specific allocations are made for loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allocations. Actual loan losses may be significantly more than the allowance for loan losses we have established which could have a material negative effect on our financial results.
Goodwill and Intangible Assets. Goodwill is not amortized, but it is tested at least annually for impairment in the fourth quarter, or more frequently if indicators of impairment are present. If the estimated current fair value of a reporting unit exceeds its carrying value, no additional testing is required and an impairment loss is not recorded. The Company uses market capitalization and multiples of tangible book value methods to determine the estimated current fair value of its reporting unit. Based on this analysis, no impairment was recorded in 2019 or 2018.
The other intangibles assets are assigned useful lives, which are amortized on an accelerated basis over their weighted-average lives. The Company periodically reviews the intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such asset may not be recoverable. Based on these reviews, no impairment was recorded in 2019 and 2018.
Derivative Instruments and Hedging Activities. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
Fair Value Measurements. We group our assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level I – Valuation is based upon quoted prices for identical instruments traded in active markets.
Level II – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level III – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset.
We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy in generally accepted accounting principles.
Fair value measurements for most of our assets are obtained from independent pricing services that we have engaged for this purpose. When available, we, or our independent pricing service, use quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that incorporate available trade, bid, and other market information. Subsequently, all of our financial instruments use either of the foregoing methodologies to determine fair value adjustments recorded to our financial statements. In certain cases, however, when market observable inputs for model-based valuation techniques may not be readily available, we are required to make judgments about assumptions market participants would use in estimating the fair value of financial instruments. The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in the market conditions may reduce the availability of quoted prices or observable data. When market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future valuations.
Other-than-Temporary Investment Security Impairment. Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other-than-temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.
Deferred Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. We consider the determination of this valuation allowance to be a critical accounting policy because of the need to exercise significant judgment in evaluating the amount and timing of recognition of deferred tax liabilities and assets, including projections of future taxable income. These judgments and estimates are reviewed on a continual basis as regulatory and business factors change. A valuation allowance for deferred tax assets may be required if the amount of taxes recoverable through loss carryback declines, or if we project lower levels of future taxable income. Such a valuation allowance would be established through a charge to income tax expense that would adversely affect our operating results.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements (as such term is defined in applicable Securities and Exchange Commission rules) that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits and borrowings. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has approved guidelines for managing the interest rate risk inherent in our assets and liabilities, given our business strategy, operating environment, capital, liquidity and performance objectives. Senior management monitors the level of interest rate risk on a regular basis and the asset/liability committee meets quarterly to review our asset/liability policies and interest rate risk position.
We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. The net proceeds from the Company’s stock offering increased our capital and provided management with greater flexibility to manage our interest rate risk. In particular, management used the majority of the capital we received to increase our interest-earning assets. There have been no material changes in our interest rate risk since September 30, 2019.
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.
There were no changes made in the Company’s internal controls over financial reporting (as defined by rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) or in other factors that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting during the period covered by this Report.
Part II – Other Information
The Bank was named as a defendant in an action commenced on December 8, 2016 by one plaintiff who will also seek to pursue this action as a class action on behalf of the entire class of people similarly situated. The plaintiff alleges that a bank previously acquired by ESSA Bancorp received unearned fees and kickbacks in the process of making loans, in violation of the Real Estate Settlement Procedures Act. In an order dated January 29, 2018, the district court granted the Bank’s motion to dismiss the case. The plaintiff appealed the court’s ruling. In an opinion and order dated April 26, 2019, the appellate court reversed the district court’s order dismissing the plaintiff’s case against the Bank and remanded the case back to the district court in order to continue the litigation. The litigation is now proceeding before the district court. The Bank will continue to vigorously defend against such allegations. To the extent that pending or threatened litigation could result in exposure to the Bank, the amount of such exposure is not currently estimable.
There have been no material changes in the “Risk Factors” as disclosed in the Company’s response to Item 1A in Part 1 of its Annual Report on Form 10-K for the year ended September 30, 2019, filed on December 16, 2019.
Company Purchases of Common Stock
Month Ending
Total number of
shares purchased
Average price paid
per share
shares
purchased as
part of publicly
announced plans
or programs(1)
Maximum number
of shares that may
yet be purchased
under the plans or
programs
October 31, 2019
49,100
16.27
369,600
November 30, 2019
15,000
16.44
354,600
64,100
16.31
______________________
(1) On July 25, 2019 the Company announced the authorization of an eighth repurchase program for up to 500,000 shares of its common stock. This program has no expiration date.
Not applicable.
The following exhibits are either filed as part of this Report or are incorporated herein by reference:
3.1
Articles of Incorporation of ESSA Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 of ESSA Bancorp, Inc. (file no. 333-139157), originally filed with the Securities and Exchange Commission on December 7, 2006)
3.2
Bylaws of ESSA Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 of ESSA Bancorp, Inc. (file no. 333-139157), originally filed with the Securities and Exchange Commission on December 7, 2006)
Form of Common Stock Certificate of ESSA Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 of ESSA Bancorp, Inc. (file no. 333-139157), originally filed with the Securities and Exchange Commission on December 7, 2006)
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Condition; (ii) the Consolidated Statement of Income; (iii) the Consolidated Statement of Changes in Stockholder Equity; (iv) the Consolidated Statement of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
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.
ESSA BANCORP, INC.
Date: February 10, 2020
/s/ Gary S. Olson
Gary S. Olson
President and Chief Executive Officer
/s/ Allan A. Muto
Allan A. Muto
Executive Vice President and Chief Financial Officer