UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2021
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-37399
KEARNY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Maryland
30-0870244
(State or other jurisdiction ofincorporation or organization)
(I.R.S. EmployerIdentification Number)
120 Passaic Ave., Fairfield, New Jersey
07004
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
973-244-4500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
KRNY
The 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 filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated 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 ☒
The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: February 2, 2022.
$0.01 par value common stock — 72,753,040 shares outstanding
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
INDEX
Page
Number
PART I—FINANCIAL INFORMATION
Item 1:
Financial Statements
Consolidated Statements of Financial Condition at December 31, 2021 (Unaudited) and June 30, 2021
1
Consolidated Statements of Income for the Quarter and Six Months ended December 31, 2021 and December 31, 2020 (Unaudited)
2
Consolidated Statements of Comprehensive Income for the Quarter and Six Months ended December 31, 2021 and December 31, 2020 (Unaudited)
4
Consolidated Statements of Changes in Stockholders’ Equity for the Quarter and Six Months Ended December 31, 2021 and December 31, 2020 (Unaudited)
5
Consolidated Statements of Cash Flows for the Six Months ended December 31, 2021 and December 31, 2020 (Unaudited)
7
Notes to Consolidated Financial Statements (Unaudited)
9
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
42
Item 3:
Quantitative and Qualitative Disclosure About Market Risk
55
Item 4:
Controls and Procedures
57
PART II—OTHER INFORMATION
Legal Proceedings
58
Item 1A:
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5:
Other Information
Item 6:
Exhibits
59
SIGNATURES
60
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In Thousands, Except Share and Per Share Data)
December 31,
June 30,
2021
(Unaudited)
Assets
Cash and amounts due from depository institutions
$
19,909
21,463
Interest-bearing deposits in other banks
40,543
46,392
Cash and cash equivalents
60,452
67,855
Investment securities available for sale (amortized cost $1,595,802 and $1,666,853, respectively), net of allowance for credit losses of $0 at December 31, 2021 and June 30, 2021
1,591,066
1,676,864
Investment securities held to maturity (fair value $54,056 and $39,610, respectively), net of allowance for credit losses of $0 at December 31, 2021 and June 30, 2021
53,142
38,138
Loans held-for-sale
12,549
16,492
Loans receivable
4,826,404
4,851,394
Less: allowance for credit losses on loans
(48,216
)
(58,165
Net loans receivable
4,778,188
4,793,229
Premises and equipment
54,067
56,338
Federal Home Loan Bank ("FHLB") of New York stock
36,622
36,615
Accrued interest receivable
18,495
19,362
Goodwill
210,895
Core deposit intangibles
3,344
3,705
Bank owned life insurance
286,433
283,310
Deferred income tax assets, net
25,709
29,323
Other real estate owned
658
178
Other assets
54,603
51,431
Total Assets
7,186,223
7,283,735
Liabilities and Stockholders' Equity
Liabilities
Deposits:
Non-interest-bearing
604,805
593,718
Interest-bearing
4,849,220
4,891,588
Total deposits
5,454,025
5,485,306
Borrowings
686,105
685,876
Advance payments by borrowers for taxes
16,772
15,752
Other liabilities
33,851
53,857
Total Liabilities
6,190,753
6,240,791
Stockholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized; none issued and outstanding
-
Common stock, $0.01 par value; 800,000,000 shares authorized; 73,453,230 shares and 78,964,859 shares issued and outstanding, respectively
735
790
Paid-in capital
587,392
654,396
Retained earnings
431,549
408,367
Unearned employee stock ownership plan shares; 2,659,244 shares and 2,759,594 shares, respectively
(25,780
(26,753
Accumulated other comprehensive income
1,574
6,144
Total Stockholders' Equity
995,470
1,042,944
Total Liabilities and Stockholders' Equity
See notes to unaudited consolidated financial statements.
- 1 -
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
Quarter Ended
Six Months Ended
2020
Interest Income
Loans
47,575
50,806
95,805
103,617
Taxable investment securities
7,595
7,707
15,807
15,043
Tax-exempt investment securities
327
433
660
887
Other interest-earning assets
415
787
846
1,701
Total Interest Income
55,912
59,733
113,118
121,248
Interest Expense
Deposits
3,663
8,647
7,728
19,709
3,562
5,193
7,113
10,853
Total Interest Expense
7,225
13,840
14,841
30,562
Net Interest Income
48,687
45,893
98,277
90,686
(Reversal of) provision for credit losses
(2,420
(1,365
(7,820
2,694
Net Interest Income after (Reversal of) Provision for Credit Losses
51,107
47,258
106,097
87,992
Non-Interest Income
Fees and service charges
698
556
1,305
1,001
Gain on sale and call of securities
813
436
Gain on sale of loans
970
2,378
1,976
4,268
Income from bank owned life insurance
1,562
1,596
3,123
3,192
Electronic banking fees and charges
421
404
828
809
Bargain purchase gain
3,053
Other income
482
67
700
157
Total Non-Interest Income
4,133
5,814
7,933
12,916
Non-Interest Expense
Salaries and employee benefits
18,096
17,081
36,713
34,058
Net occupancy expense of premises
3,156
3,120
7,703
6,242
Equipment and systems
3,723
3,902
7,548
7,472
Advertising and marketing
448
513
840
1,013
Federal deposit insurance premium
721
490
1,213
962
Directors' compensation
649
748
1,452
1,496
Merger-related expenses
4,349
Debt extinguishment expenses
796
Other expense
2,877
3,860
6,004
7,695
Total Non-Interest Expense
29,670
30,510
61,473
64,083
Income before Income Taxes
25,570
22,562
52,557
36,825
Income tax expense
6,801
5,614
14,073
8,498
Net Income
18,769
16,948
38,484
28,327
- 2 -
CONSOLIDATED STATEMENTS OF INCOME (Continued)
Net Income per Common Share (EPS)
Basic
0.26
0.20
0.53
0.33
Diluted
Weighted Average Number of Common Shares Outstanding
72,011
85,120
73,274
85,564
72,037
85,123
73,297
85,566
- 3 -
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands, Unaudited)
Other Comprehensive (Loss) Income, net of tax:
Net unrealized (loss) gain on securities available for sale
(5,451
504
(10,432
1,292
Net realized gain on sale and call of securities available for sale
(571
(1
(306
Fair value adjustments on derivatives
4,675
2,531
5,840
4,176
Benefit plan adjustments
14
15
23
34
Total Other Comprehensive (Loss) Income
(762
2,479
(4,570
5,196
Total Comprehensive Income
18,007
19,427
33,914
33,523
- 4 -
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In Thousands, Except Per Share Data, Unaudited)
Common Stock
Paid-In
Retained
UnearnedESOP
AccumulatedOtherComprehensive
Shares
Amount
Capital
Earnings
Income
Total
Balance - September 30, 2020
89,510
895
769,269
378,134
(28,212
3,974
1,124,060
Net income
Other comprehensive income, net of income tax
ESOP shares committed to be released (50 shares)
(12
486
474
Stock option expense
455
Share repurchases
(4,509
(45
(45,659
(45,704
Restricted stock plan shares earned (69 shares)
975
Cancellation of shares issued for restricted stock awards
(63
(639
(640
Cash dividends declared ($0.08 per common share)
(6,706
Balance - December 31, 2020
84,938
849
724,389
388,376
(27,726
6,453
1,092,341
Balance - June 30, 2020
83,663
837
722,871
387,911
(28,699
1,257
1,084,177
Cumulative effect of change in accounting principle - Topic 326
(14,239
Balance - July 1, 2020 as adjusted for change in accounting principle
373,672
1,069,938
ESOP shares committed to be released (100 shares)
(112
973
861
911
Stock repurchases
Restricted stock plan shares earned (138 shares)
1,991
(70
(688
(689
Shares issued in conjunction with the acquisition of MSB Financial Corp.
5,854
45,075
45,133
Cash dividends declared ($0.16 per common share)
(13,623
- 5 -
Balance - September 30, 2021
75,800
758
616,894
420,701
(26,266
2,336
1,014,423
Other comprehensive loss, net of income tax
173
659
316
(2,290
(22
(29,980
(30,002
Restricted stock plan shares earned (53 shares)
707
(57
(718
(719
Cash dividends declared ($0.11 per common share)
(7,921
Balance - December 31, 2021
73,453
Balance - June 30, 2021
78,965
306
1,279
772
(5,448
(54
(68,944
(68,998
Restricted stock plan shares earned (125 shares)
1,669
(64
(807
(808
Cash dividends declared ($0.21 per common share)
(15,302
- 6 -
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities:
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment
2,999
2,883
Net accretion of premiums, discounts and loan fees and costs
(3,108
(7,620
Deferred income taxes and valuation allowance
5,484
2,262
(3,053
Amortization of intangible assets
361
534
Amortization of benefit plans’ unrecognized net gain
39
Loans originated for sale
(127,458
(212,037
Proceeds from sale of mortgage loans held-for-sale
133,285
224,141
Gain on sale of mortgage loans held-for-sale, net
(1,884
(3,916
Realized gain on sale/call of investment securities available for sale
(436
Realized loss on debt extinguishment
Realized gain on sale of loans receivable
(92
(352
Realized (gain) loss on disposition of premises and equipment
(356
26
Increase in cash surrender value of bank owned life insurance
(3,123
(3,192
ESOP, stock option plan and restricted stock plan expenses
3,720
3,763
Decrease (increase) in interest receivable
867
(752
Decrease (increase) in other assets
4,391
(3,225
Increase (decrease) in interest payable
50
(237
(Decrease) increase in other liabilities
(19,319
172
Net Cash Provided by Operating Activities
26,519
30,820
Cash Flows from Investing Activities:
Purchases of:
Investment securities available for sale
(140,550
(604,971
Investment securities held to maturity
(16,162
Proceeds from:
Repayments/calls/maturities of investment securities available for sale
209,742
253,802
Repayments/calls/maturities of investment securities held to maturity
1,086
2,930
Sales of investment securities available for sale
44,842
Purchase of loans
(72,345
(23,508
Net decrease in loans receivable
98,554
192,081
Proceeds from sale of loans receivable
1,126
43,931
Additions to premises and equipment
(728
(2,224
Proceeds from cash settlement of premises and equipment
599
(Purchase) redemption of FHLB stock
(7
16,421
Net cash acquired in acquisition
4,296
Net Cash Provided by (Used in) Investing Activities
81,315
(72,400
- 7 -
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Cash Flows from Financing Activities:
Net (decrease) increase in deposits
(30,866
423,187
Repayment of term FHLB advances
(780,000
(1,667,796
Proceeds from term FHLB advances
780,000
1,365,000
Net decrease in other short-term borrowings
(68,635
Net increase (decrease) in advance payments by borrowers for taxes
1,020
(1,263
Repurchase and cancellation of common stock of Kearny Financial Corp.
Cancellation of shares repurchased on vesting to pay taxes
Dividends paid
(15,585
(13,793
Net Cash Used in Financing Activities
(115,237
(9,693
Net Decrease in Cash and Cash Equivalents
(7,403
(51,273
Cash and Cash Equivalents - Beginning
180,967
Cash and Cash Equivalents - Ending
129,694
Supplemental Disclosures of Cash Flows Information:
Cash paid during the period for:
Income taxes, net of refunds
9,631
9,189
Interest
14,791
30,798
Non-cash investing and financing activities:
Acquisition of other real estate owned in settlement of loans
480
Transfers from loans receivable to loans receivable held-for-sale
43,579
Fair value of assets acquired, net of cash and cash equivalents acquired
567,816
Fair value of liabilities assumed
523,926
- 8 -
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The unaudited consolidated financial statements include the accounts of Kearny Financial Corp. (the “Company”), its wholly-owned subsidiary, Kearny Bank (the “Bank”) and the Bank’s wholly-owned subsidiary, CJB Investment Corp. The Company conducts its business principally through the Bank. Management prepared the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), including the elimination of all significant inter-company accounts and transactions during consolidation.
Basis of Presentation
The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, income, comprehensive income, changes in stockholders’ equity and cash flows in conformity with GAAP. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the unaudited consolidated financial statements have been included. The results of operations for the quarter and six months ended December 31, 2021 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other period.
The data in the consolidated statement of financial condition for June 30, 2021 was derived from the Company’s 2021 Annual Report on Form 10-K. That data, along with the interim unaudited financial information presented in the consolidated statements of financial condition, income, comprehensive income, changes in stockholders’ equity and cash flows should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s 2021 Annual Report on Form 10-K.
The accounting and reporting policies of the Company conform to U.S. GAAP and to general practice within the financial services industry. A discussion of these policies can be found in Note 1, Summary of Significant Accounting Policies, included in the Company’s 2021 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies since June 30, 2021.
We have reclassified certain amounts in the prior period's financial statements to conform to the current period's presentation. Specifically, effective July 1, 2021, loan prepayment penalty income was reclassified to interest income on loans. Previously, loan prepayment penalty income was recorded within non-interest income. Interest income and non-interest income for all periods presented reflect this reclassification.
Update to Significant Accounting Policies
Allowance for Credit Losses on Loans ("ACL"). In accordance with the ACL policy, the methodology is reviewed no less than annually. During the quarter ended September 30, 2021, the Company updated the econometric factors used in the determination of the probability of default for certain loan portfolio segments used in its ACL methodology for pooled loans. Econometric factors are selected based on the correlation of the factor to credit losses for each loan portfolio segment. Effective July 1, 2021, the primary econometric factor utilized in the determination of the probability of default for each loan portfolio segment is the national unemployment rate (“NUR”). Prior to July 1, 2021, NUR and gross domestic product (“GDP”) econometric factors were used in the determination of the probability of default for each loan portfolio segment.
- 9 -
2. SUBSEQUENT EVENTS
The Company has evaluated events and transactions occurring subsequent to the statement of financial condition date of December 31, 2021, for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date this document was filed.
3. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU 2019-12, “Income taxes (Topic 740); Simplifying the Accounting for Income Taxes”. ASU 2019-12 provides amendments intended to reduce the cost and complexity in accounting for income taxes while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 removes the following exceptions from ASC 740, Income Taxes: (i) exceptions to the incremental approach for intraperiod tax allocation; (ii) exceptions to accounting for basis differences when a foreign subsidiary becomes an equity method investment or a foreign equity method investment become a subsidiary; and (iii) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 provides the following amendments that simplify and improve guidance with Topic 740: (i) franchise taxes that are based partially on income; (ii) transactions that result in a step up in the tax basis of goodwill; (iii) separate financial statements of legal entities that are not subject to tax; (iv) enacted changes in tax laws in interim periods; and (v) employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. For public business entities, the amendments in the ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted ASU 2019-12 in July 2021, and its adoption did not have a significant impact on the Company’s consolidated financial statements.
- 10 -
4. SECURITIES
At December 31, 2021, there was no allowance for credit losses on available for sale and held to maturity securities. The following tables present the amortized cost, gross unrealized gains and losses and estimated fair values for available for sale securities and the amortized cost, gross unrecognized gains and losses and estimated fair values for held to maturity securities as of the dates indicated:
December 31, 2021
AmortizedCost
GrossUnrealizedGains
GrossUnrealizedLosses
Allowance for Credit Losses
FairValue
(In Thousands)
Available for sale:
Debt securities:
Obligations of state and political subdivisions
32,594
580
33,174
Asset-backed securities
224,825
1,979
90
226,714
Collateralized loan obligations
290,589
64
290,480
Corporate bonds
157,973
2,476
205
160,244
Total debt securities
705,981
5,099
468
710,612
Mortgage-backed securities:
Collateralized mortgage obligations (1)
9,608
93
9,701
Residential pass-through securities (1)
646,188
4,003
11,643
638,548
Commercial pass-through securities (1)
234,025
2,651
4,471
232,205
Total mortgage-backed securities
889,821
6,747
16,114
880,454
Total securities available for sale
1,595,802
11,846
16,582
June 30, 2021
33,800
803
34,603
240,217
2,835
63
242,989
189,873
177
170
189,880
155,622
2,802
73
158,351
619,512
6,617
625,823
13,420
319
13,739
744,196
7,443
7,148
744,491
289,725
5,738
2,652
292,811
1,047,341
13,500
9,800
1,051,041
1,666,853
20,117
10,106
- 11 -
GrossUnrecognizedGains
GrossUnrecognizedLosses
Held to maturity:
24,698
983
25,681
16,146
74
16,072
12,298
12,303
28,444
28,375
Total securities held to maturity
988
54,056
25,824
1,204
27,028
12,314
268
12,582
1,472
39,610
Excluding the balances of mortgage-backed securities, the following table presents the amortized cost and estimated fair values of debt securities available for sale and held to maturity, by contractual maturity, at December 31, 2021:
Due in one year or less
7,273
7,317
Due after one year through five years
38,529
39,570
Due after five years through ten years
358,834
361,685
Due after ten years
326,043
327,721
730,679
736,293
- 12 -
Sales of securities available for sale were as follows for the periods presented below:
Available for sale securities sold:
Proceeds from sales of securities
25,242
Gross realized gains
800
Gross realized losses
(385
Net gain on sales of securities
Calls of securities available for sale during quarter ended December 31, 2021 resulted in no gain or loss. Calls of securities available for sale during the quarter ended December 31, 2020 resulted in gross gains of $13,000. Calls of securities available for sale during the six months ended December 31, 2021 and 2020 resulted in gross gains of $1,000 and $21,000, respectively. During the quarter and six months ended December 31, 2021 and 2020, there were no gains or losses recognized on sales of securities held to maturity.
The carrying value of securities pledged for borrowings at the FHLB and other institutions, and securities pledged for public funds and other purposes, were as follows as of the dates presented below:
Securities pledged:
Pledged for borrowings at the FHLB of New York
154,731
170,120
Pledged to secure public funds on deposit
250,943
137,778
Pledged for potential borrowings at the Federal Reserve Bank of New York
371,112
274,076
Total carrying value of securities pledged
776,786
581,974
The following tables present the gross unrealized losses on securities and the estimated fair value of the related securities, aggregated by investment category and length of time that securities have been in a continuous unrealized loss position within the available for sale portfolio at December 31, 2021 and June 30, 2021:
Less than 12 Months
12 Months or More
UnrealizedLosses
Number of Securities
(Dollars in Thousands)
Securities Available for Sale:
25,833
85
5,531
31,364
133,703
53,697
83
187,400
36,186
8
Commercial pass-through securities
48,569
1,656
80,731
2,815
129,300
Residential pass-through securities
247,436
3,923
247,750
7,720
12
495,186
491,727
5,959
387,709
10,623
48
879,436
- 13 -
12,159
36,741
58,605
161
95,346
15,952
145,055
424,112
10
634,019
9,945
31
692,624
UnrecognizedLosses
Securities Held to Maturity:
At June 30, 2021, there were no held to maturity securities with unrecognized losses.
Available for sale securities are evaluated to determine if a decline in fair value below the amortized cost basis has resulted from a credit loss or from other factors. An impairment related to credit factors would be recorded through an allowance for credit losses. The allowance is limited to the amount by which the security’s amortized cost basis exceeds the fair value. An impairment that has not been recorded through an allowance for credit losses shall be recorded through other comprehensive income, net of applicable taxes. Investment securities will be written down to fair value through the consolidated statement of income when management intends to sell, or may be required to sell, the securities before they recover in value. The issuers of these securities continue to make timely principal and interest payments and none of these securities were past due or were placed in nonaccrual status at December 31, 2021. Management believes that the unrealized losses on these securities are a function of changes in market interest rates and credit spreads, not changes in credit quality. Therefore, no allowance for credit losses was recorded at December 31, 2021.
At December 31, 2021, the held to maturity securities portfolio consists of agency mortgage-backed securities and obligations of state and political subdivisions. The mortgage-backed securities are issued by U.S. government agencies and are implicitly guaranteed by the U.S. government. The obligations of state and political subdivisions in the portfolio are highly rated by major rating agencies and have a long history of no credit losses. The Company regularly monitors the obligations of state and political subdivisions sector of the market and reviews collectability including such factors as the financial condition of the issuers as well as credit ratings in effect as of the reporting period.
- 14 -
5. LOANS RECEIVABLE
The following table sets forth the composition of the Company’s loan portfolio at December 31, 2021 and June 30, 2021:
Commercial loans:
Multi-family mortgage
2,007,431
2,039,260
Nonresidential mortgage
1,026,447
1,079,444
Commercial business
180,429
168,951
Construction
110,703
93,804
Total commercial loans
3,325,010
3,381,459
One- to four-family residential mortgage
1,477,267
1,447,721
Consumer loans:
Home equity loans
43,934
47,871
Other consumer
3,040
3,259
Total consumer loans
46,974
51,130
Total loans
4,849,251
4,880,310
Unaccreted yield adjustments
(22,847
(28,916
Total loans receivable, net of yield adjustments
- 15 -
Past Due Loans
Past due status is based on the contractual payment terms of the loans. The following tables present the payment status of past due loans as of December 31, 2021 and June 30, 2021, by loan segment:
Multi-FamilyMortgage
Non-ResidentialMortgage
CommercialBusiness
ResidentialMortgage
HomeEquityLoans
OtherConsumer
Current
1,979,128
1,000,240
180,075
109,712
1,471,842
43,742
4,787,779
Past due:
30-59 days
72
991
1,544
2,607
60-89 days
10,285
309
10,701
90 days and over
18,018
26,207
234
3,572
133
48,164
Total past due
28,303
354
5,425
192
61,472
2,023,166
1,046,553
168,550
1,439,501
47,828
3,258
4,822,660
382
6
389
2,734
2,739
16,094
32,891
401
5,104
32
54,522
8,220
43
57,650
Nonperforming Loans
Loans are generally placed on nonaccrual status when contractual payments become 90 or more days past due or when the Company does not expect to receive all principal and interest payments (“P&I”) owed substantially in accordance with the terms of the loan agreement, regardless of past due status. Loans that become 90 days past due, but are well secured and in the process of collection, may remain on accrual status. Nonaccrual loans are generally returned to accrual status when all payments due are brought current and we expect to receive all remaining P&I payments owed substantially in accordance with the terms of the loan agreement. Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are generally applied to reduce the carrying value of the loan. The Company did not recognize interest income on non-accrual loans during the quarter and six months ended December 31, 2021 and 2020.
- 16 -
The following tables present information relating to the Company’s nonperforming loans as of December 31, 2021 and June 30, 2021:
Performing
1,976,220
996,970
179,994
108,774
1,469,806
42,309
4,777,113
Nonperforming:
90 days and over past due accruing
Nonaccrual loans with allowance for credit losses
18,415
818
2,827
324
22,384
Nonaccrual loans with no allowance for credit losses
12,796
28,659
435
1,929
4,634
1,301
49,754
Total nonperforming
31,211
29,477
7,461
1,625
72,138
2,020,734
1,042,257
168,039
91,576
1,428,551
46,127
4,800,543
8,300
12,612
236
7,422
452
29,022
10,226
24,575
676
2,228
11,748
50,745
18,526
37,187
912
19,170
1,744
79,767
- 17 -
Troubled Debt Restructurings (“TDRs”)
TDRs are loans where the Company has modified the contractual terms of the loan as a result of the financial condition of the borrower. Subsequent to their modification, TDRs are placed on non-accrual until such time as satisfactory payment performance has been demonstrated, at which time the loan may be returned to accrual status. On a case-by-case basis, the Company may agree to modify the contractual terms of a loan to assist a borrower who may be experiencing financial difficulty, as well as to preserve the Company’s position in the loan. If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a TDR. The Company had TDRs totaling $19.2 million and $17.8 million as of December 31, 2021 and June 30, 2021, respectively. The allowance for credit losses associated with the TDRs presented in the tables below totaled $711,000 and $256,000 as of December 31, 2021 and June 30, 2021, respectively. As of December 31, 2021, there were no significant commitments to lend additional funds to borrowers whose loans had been restructured in a TDR.
The following tables present total TDR loans at December 31, 2021 and June 30, 2021:
Accrual
Non-accrual
# of Loans
(Dollars In Thousands)
Multi-family mortgage loans
5,699
3
248
2,000
2,248
3,735
329
4,064
3,983
11
9,957
18
13,940
4,527
595
36
5,122
175
44
8,685
10,552
19,237
2,896
105
2,275
2,380
3,755
693
4,448
8,092
11,952
2,216
20
3,405
38
5,621
159
68
227
6,235
37
11,565
17,800
- 18 -
The following tables present information regarding troubled debt restructurings that occurred during quarter and six months ended December 31, 2021 and 2020:
Quarter Ended December 31, 2021
Six Months Ended December 31, 2021
Pre-modificationRecordedInvestment
Post-modificationRecordedInvestment
2,987
2,972
261
3,248
3,233
Quarter Ended December 31, 2020
Six Months Ended December 31, 2020
308
During the quarter and six months ended December 31, 2021 and 2020, there were no charge-offs related to TDRs. During quarter and six months ended December 31, 2021 and 2020, there were no troubled debt restructuring defaults.
Loan modifications generally involve a reduction in interest rates and/or extension of maturity dates and also may include step up interest rates in their modified terms which will impact their weighted average yield in the future. The loans which qualified as TDRs during the quarter and six months ended December 31, 2021 and 2020, capitalized prior past due amounts and modified the loan’s repayment terms.
In March 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System (the “FRB”) and the Federal Deposit Insurance Corporation (the “FDIC”), issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The interagency statement was effective immediately and impacted accounting for loan modifications. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term modifications such as payment deferrals, fee waivers, extension of repayment terms, or other delays in payment that are insignificant. Provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) largely mirrored the provisions of the interagency statement, providing that modified loans were not to be considered TDRs if they were performing at December 31, 2019 and other considerations set forth in the interagency statements were met. Borrowers considered current are those that were less than 30 days past due at the time a modification program was implemented or at December 31, 2019.
On December 27, 2020, the 2021 Consolidated Appropriations Act was signed into law. The $900 billion relief package includes legislation that extends certain relief provisions of the CARES Act that were set to expire on December 31, 2020. The legislation that extended this relief was terminated on January 1, 2022. As of December 31, 2021, the Company had five non-TDR loan modifications granted under the CARES Act totaling approximately $2.6 million.
- 19 -
Individually Analyzed Loans
Effective July 1, 2020, individually analyzed loans include loans which do not share similar risk characteristics with other loans. TDR’s will generally be evaluated for individual impairment, however, after a period of sustained repayment performance which permits the credit to be returned to accrual status, a TDR would generally be removed from individual impairment analysis and returned to its corresponding pool. As of December 31, 2021, the carrying value of individually analyzed loans totaled $72.1 million, of which $65.0 million were considered collateral dependent.
For collateral dependent loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral, less costs to sell, and the amortized cost basis of the loan as of the measurement date. See Note 12 for additional disclosure regarding fair value of individually analyzed collateral dependent loans.
The following tables presents the carrying value and related allowance of collateral dependent individually analyzed loans at the dates indicated:
Carrying Value
Related Allowance
2,691
Nonresidential mortgage (1)
429
Commercial business (2)
176
59,523
One- to four-family residential mortgage (3)
5,359
220
Home equity loans (3)
65,043
3,340
1,368
4,724
183
51,600
6,092
7,612
420
59,243
6,512
- 20 -
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually to classify the loans as to credit risk. The Company uses the following definitions for risk ratings:
Pass – Loans that are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner.
Special Mention – Loans which do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification but have some credit deficiencies or other potential weaknesses.
Substandard – Loans which are inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful – Loans which have all of the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values.
Loss – Loans which are considered uncollectible or of so little value that their continuance as assets is not warranted.
- 21 -
The following table presents the risk category of loans as of December 31, 2021 by loan segment and vintage year:
Term Loans by Origination Year for Fiscal Years ended June 30,
2022
2019
2018
Prior
Revolving Loans
Multi-family mortgage:
Pass
257,520
276,031
243,081
273,672
284,322
606,354
1,940,980
Special Mention
16,461
5,023
4,788
26,272
Substandard
10,286
2,790
27,103
40,179
Doubtful
Total multi-family mortgage
300,419
292,135
638,245
Non-residential mortgage:
97,596
97,060
61,367
52,144
49,719
594,931
6,112
958,929
23,458
4,089
9,312
36,859
727
29,932
30,659
Total non-residential mortgage
97,787
75,602
53,808
634,175
Commercial business:
31,192
40,381
10,942
4,330
9,569
8,215
70,059
174,688
2,240
916
457
3,681
40
139
1,447
286
1,912
145
148
Total commercial business
40,421
11,149
13,256
9,562
70,519
Construction loans:
4,320
70,251
8,353
2,818
14,419
2,878
5,735
Total construction loans
4,807
Residential mortgage:
209,786
539,163
94,541
55,958
61,352
497,899
375
1,459,074
1,219
893
2,112
1,718
13,705
16,081
Total residential mortgage
96,259
57,835
512,497
Home equity loans:
1,212
738
1,856
3,357
2,370
8,140
24,006
41,679
271
129
1,855
1,984
Total home equity loans
3,486
10,266
Other consumer loans
311
344
493
469
250
1,042
2,953
87
131
601,937
1,024,735
422,558
444,959
437,590
1,810,594
106,878
- 22 -
The following table presents the risk category of loans as of June 30, 2021 by loan segment and vintage year:
2017
281,402
257,970
374,871
341,304
343,370
374,909
1,973,826
26,974
5,079
4,834
1,054
37,941
13,198
11,399
27,493
401,845
349,279
361,402
387,362
99,602
77,146
56,435
64,616
254,940
441,696
6,150
1,000,585
23,520
4,146
8,801
4,513
40,980
743
4,934
20,602
11,600
37,879
100,345
79,955
73,696
284,343
457,809
44,514
18,988
4,701
12,654
3,322
12,892
65,657
162,728
2,304
945
461
3,722
41
76
160
1,474
132
189
2,072
44,555
19,064
4,861
16,432
4,399
13,513
66,127
40,332
17,404
11,203
13,860
1,641
1,382
91,557
2,247
3,629
560,543
124,606
69,917
74,754
119,238
472,587
1,422,020
1,233
712
1,945
1,040
671
511
1,468
20,066
23,756
125,646
71,821
75,265
120,706
493,365
834
2,508
4,585
2,778
2,241
7,798
24,788
45,532
393
1,935
1,946
2,252
10,126
550
517
633
256
127
1,044
3,171
1,028,561
500,255
574,903
531,566
774,870
1,366,848
103,307
Residential Mortgage Loans in Foreclosure
We may obtain physical possession of one- to four-family real estate collateralizing a residential mortgage loan via foreclosure or through an in-substance repossession. As of December 31, 2021, we held two single-family properties in other real estate owned with an aggregate carrying value of $658,000 that were acquired through foreclosure on residential mortgage loans. As of that same date, we held 10 residential mortgage loans with aggregate carrying values totaling $1.8 million which were in the process of foreclosure. As of June 30, 2021, we held one single-family property in other real estate owned with an aggregate carrying value of $178,000 that was acquired through a foreclosure on a residential mortgage loan. As of that same date, we held 11 residential mortgage loans with aggregate carrying values totaling $2.1 million which were in the process of foreclosure.
New Jersey's moratorium on evictions ended on December 31, 2021. Under New Jersey's new eviction protections for people under certain income levels, no evictions may occur now or in the future based on rent due during the time period of March 1, 2020 through August 31, 2021, for certain moderate income families, or March 1, 2020 through December 31, 2021 for certain low income families. The moratorium on home foreclosures ended on November 15, 2021, for all income levels. This included landlords facing foreclosure who currently have tenants. New York's moratorium on evictions for tenants who have endured COVID-related hardships and on foreclosures ended on January 15, 2022. As a result, the Company has resumed residential property foreclosure sales and evictions. Eviction laws may be subject to legal challenges and could change based on the results of court proceedings.
- 23 -
6. ALLOWANCE FOR CREDIT LOSSES
Adoption of Topic 326
On July 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which replaces the incurred loss methodology with an expected loss methodology, referred to as the “CECL” methodology.
Allowance for Credit Losses on Loans Receivable
The following tables present the balance of the allowance for credit losses at December 31, 2021 and June 30, 2021. For the quarter and six months ended December 31, 2021 and 2020, the balance of the allowance for credit losses is based on the CECL methodology, as noted above. The tables identify the valuation allowances attributable to specifically identified impairments on individually evaluated loans, including those acquired with deteriorated credit quality, as well as valuation allowances for impairments on loans evaluated collectively. The tables include the underlying balance of loans receivable applicable to each category as of those dates.
Multi-Family Mortgage
Balance of allowance forcredit losses:
Loans acquired with deteriorated credit quality individually analyzed
22
451
Loans acquired with deteriorated credit quality collectively analyzed
637
288
931
Loans individually evaluated
2,690
252
2,942
Loans collectively evaluated
23,105
9,012
1,901
1,437
8,061
43,892
Total allowance for credit losses
25,795
10,078
1,903
1,441
8,601
48,216
Balance of Loans Receivable
Balance of loansreceivable:
Loans acquired with deteriorated credit quality individually evaluated
752
355
2,101
Loans acquired with deteriorated credit quality collectively evaluated
23,564
1,424
7,180
61
37,964
259
6,709
1,270
70,037
973,406
178,570
103,039
1,462,626
42,248
4,739,149
Loans receivable, net of yield adjustments
- 24 -
2,700
122
21
2,843
155
692
49
204
1,116
2,025
33
447
3,874
26,927
10,826
2,038
1,121
8,974
410
50,332
Total allowance for loan losses
28,450
16,243
2,086
1,170
9,747
58,165
6,519
3,617
380
10,699
5,599
25,844
2,533
12,970
4,785
65
51,796
30,668
729
15,553
1,364
69,068
2,015,135
1,016,413
165,506
78,606
1,423,766
46,062
4,748,747
- 25 -
The following tables present the activity in the allowance for credit losses on loans for the quarter and six months ended December 31, 2021 and 2020.
At September 30, 2021:
24,982
13,845
1,994
1,430
9,129
318
51,785
Charge offs
(1,284
(15
(1,299
Recoveries
150
Provision for (reversal of) credit losses
(2,483
(80
(673
(11
At December 31, 2021:
At June 30, 2021
(104
(2,097
(175
(2
(2,378
101
147
249
(2,551
(4,068
(109
(1,293
(126
56
At September 30, 2020:
28,566
15,094
4,355
1,105
14,835
858
47
64,860
(66
(13
(32
(4
(115
Provision for (Reversal of) credit losses
934
905
(1,010
100
(2,197
(101
At December 31, 2020:
29,500
15,933
3,348
1,205
12,625
725
63,386
At June 30, 2020 (prior toadoption of ASC 326):
20,916
8,763
1,926
4,860
568
37,327
Impact of adopting Topic 326
8,408
2,390
(421
80
9,106
92
19,640
(188
Initial allowance on PCD loans
1,720
1,007
99
720
3,901
(74
3,126
(2,048
(8
13
- 26 -
Allowance for Credit Losses on Off Balance Sheet Commitments
The following tables present the activity in the allowance for credit losses on off balance sheet commitments for the quarter and six months ended December 31, 2021 and 2020:
1,584
Provision reversal recorded in other non-interest expense
1,148
At June 30, 2021:
1,708
(560
December 31, 2020
1,004
Provision recorded in other non-interest expense
54
1,058
At June 30, 2020
Impact of adopting Topic 326 (1)
536
522
- 27 -
7. DEPOSITS
Deposits are summarized as follows:
Non-interest-bearing demand
Interest-bearing demand
2,106,693
1,902,478
Savings
1,087,740
1,111,364
Certificates of deposits
1,654,787
1,877,746
8. BORROWINGS
Fixed rate advances from the FHLB of New York mature as follows:
Balance
WeightedAverageInterest Rate
By remaining period to maturity:
Less than one year
390,000
0.36
%
One to two years
145,000
3.04
Two to three years
103,500
2.65
22,500
2.63
Three to four years
29,000
2.77
2.68
Four to five years
6,500
2.82
Greater than five years
Total advances
667,500
1.40
1.38
Unamortized fair value adjustments
(1,395
(1,624
Total advances, net of fair value adjustments
666,105
665,876
At December 31, 2021, FHLB advances were collateralized by the FHLB capital stock owned by the Bank and mortgage loans and securities with carrying values totaling approximately $3.41 billion and $154.7 million, respectively. At June 30, 2021, FHLB advances were collateralized by the FHLB capital stock owned by the Bank and mortgage loans and securities with carrying values totaling approximately $3.27 billion and $170.1 million, respectively.
Borrowings at both December 31, 2021 and June 30, 2021 included overnight borrowings totaling $20.0 million.
- 28 -
9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Risk Management Objective of Using Derivatives
The Company uses various financial instruments, including derivatives, to manage its exposure to interest rate risk. 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 specific wholesale funding positions.
Fair Values of Derivative Instruments on the Statement of Financial Condition
The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the Statement of Financial Condition as of December 31, 2021 and June 30, 2021:
Asset Derivatives
Liability Derivatives
Location
Fair Value
Derivatives designated as hedging instruments:
Interest rate contracts
9,622
210
1,832
673
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using derivatives are primarily to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps and caps as part of its interest rate risk management strategy. These interest rate products are designated as cash flow hedges. As of December 31, 2021, the Company had a total of 11 interest rate swaps and caps with a total notional amount of $840.0 million hedging specific wholesale funding positions.
For derivatives designated as cash flow hedges, the gain or loss on the derivative is recorded in other comprehensive income, net of tax, and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate wholesale funding positions. During the quarter and six months ended December 31, 2021 the Company had $1.5 million and $3.0 million, respectively, of reclassifications to interest expense. During the next twelve months, the Company estimates that $2.7 million will be reclassified as an increase in interest expense.
- 29 -
The tables below present the pre-tax effects of the Company’s derivative instruments on the Consolidated Statements of Income for the quarter and six months ended December 31, 2021 and 2020:
Amount of Gain (Loss) Recognized in OCI onDerivatives
Location of Gain (Loss) Reclassifiedfrom Accumulated OCI into Income
Amount of Gain(Loss) Reclassifiedfrom Accumulated OCI into Income
Derivatives in cash flow hedging relationships:
5,110
Interest expense
(1,506
5,264
(3,003
1,389
(2,217
1,278
(4,589
- 30 -
Offsetting Derivatives
The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives in the Consolidated Statements of Financial Condition as of December 31, 2021 and June 30, 2021, respectively. The net amounts presented for derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Consolidated Statements of Financial Condition.
Gross Amounts Not Offset
Gross Amount Recognized
Gross Amounts Offset
Net Amounts Presented
Financial Instruments
Cash Collateral Received
Net Amount
Assets:
11,754
(2,132
Cash Collateral Posted
Liabilities:
2,342
(210
6,847
(5,015
5,688
- 31 -
Credit Risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. The Company also has agreements with its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well-capitalized institution, then the Company could be required to terminate its derivative positions with the counterparty. As of December 31, 2021, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to those agreements was $217,000.
As required under the enforceable master netting arrangement with its derivatives counterparties, at December 31, 2021, the Company posted financial collateral of $220,000 that was not included as an offsetting amount.
In addition to the derivative instruments noted above, the Company’s pipeline of loans held for sale at December 31, 2021 and June 30, 2021, included $19.6 million and $48.4 million, respectively, of in process loans whose terms included interest rate locks to borrowers, which are considered free-standing derivative instruments whose fair values are not material to our financial condition or results of operations.
10. BENEFIT PLANS
Components of Net Periodic Expense
The following table sets forth the aggregate net periodic benefit expense for the Bank’s Benefit Equalization Plan, Postretirement Welfare Plan, Directors’ Consultation and Retirement Plan and Atlas Bank Retirement Income Plan:
Affected Line Item in the Consolidated
Statements of Income
Service cost
29
27
53
Interest cost
69
138
Miscellaneous non-interest expense
Amortization of unrecognized loss
Expected return on assets
(28
(29
(56
Net periodic benefit cost
84
180
169
- 32 -
11. INCOME TAXES
The following table presents a reconciliation between the reported income taxes for the periods presented and the income taxes which would be computed by applying the federal income tax rate of 21% to income for the quarter and six months ended December 31, 2021 and 2020:
Income before income taxes
Statutory federal tax rate
Federal income tax expense at statutory rate
5,370
4,738
11,037
7,733
(Reduction) increase in income taxes resulting from:
Tax exempt interest
(68
(91
(138
(185
State tax, net of federal tax effect
1,990
1,456
4,118
Incentive stock option compensation expense
16
Income from bank-owned life insurance
(328
(338
(656
(665
Non-deductible merger-related expenses
(641
Other items, net
(179
352
(327
450
6,137
9,021
Reversal of valuation allowance
(523
Total income tax expense
Effective income tax rate
26.60
24.88
26.78
23.08
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1:
Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2:
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or inputs that are derived principally from, or corroborated by, market data by correlation or other means.
Level 3:
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
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Assets Measured on a Recurring Basis:
The following methods and significant assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis at December 31, 2021 and June 30, 2021:
Investment Securities Available for Sale
The Company’s available for sale investment securities 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 quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things. From time to time, the Company validates prices supplied by the independent pricing service by comparison to prices obtained from third-party sources or derived using internal models.
Derivatives
The Company has contracted with a third party vendor to provide periodic valuations for its interest rate derivatives to determine the fair value of its interest rate caps and swaps. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives such as discounted cash flow analysis and extensions of the Black-Scholes model. Such valuations are based upon readily observable market data and are therefore considered Level 2 valuations by the Company.
Those assets measured at fair value on a recurring basis are summarized below:
QuotedPricesin ActiveMarkets forIdenticalAssets(Level 1)
SignificantOtherObservableInputs(Level 2)
SignificantUnobservableInputs(Level 3)
Debt securities available for sale:
Mortgage-backed securities available for sale:
Collateralized mortgage obligations
Total assets
1,600,688
Total liabilities
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Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)
1,678,696
Assets Measured on a Non-Recurring Basis:
The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a non-recurring basis at December 31, 2021 and June 30, 2021:
Collateral Dependent Individually Analyzed Loans:
The fair value of collateral dependent loans that are individually analyzed is determined based upon the appraised fair value of the underlying collateral, less costs to sell. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. Management may also adjust appraised values to reflect estimated changes in market values or apply other adjustments to appraised values resulting from its knowledge of the collateral. Internal valuations may be utilized to determine the fair value of other business assets. For non-collateral-dependent loans, management estimates fair value using discounted cash flows based on inputs that are largely unobservable and instead reflect management’s own estimates of the assumptions as a market participant would in pricing such loans. Collateral dependent individually analyzed loans are considered a Level 3 valuation by the Company.
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Other Real Estate Owned
Other real estate owned is recorded at estimated fair value, less estimated selling costs when acquired, thus establishing a new cost basis. Fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for credit losses. If further declines in the estimated fair value of the asset occur, a write-down is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in economic conditions.
Those assets measured at fair value on a non-recurring basis are summarized below:
Collateral dependent loans:
Residential mortgage
2,257
15,725
Non-residential mortgage
5,942
23,924
Other real estate owned, net:
Residential
3,051
6,932
8,679
18,662
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The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized adjusted Level 3 inputs to determine fair value:
ValuationTechniques
UnobservableInput
Range
WeightedAverage
Market valuation of underlying collateral
(1)
Adjustments to reflect current conditions/selling costs
(2)
7% - 14%
10.26
10% - 13%
12.05
9% - 16%
13.12
(3)
6.00%
6.00
7% - 13%
9.77
10% - 11%
10.39
14.48
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At December 31, 2021, collateral dependent loans valued using Level 3 inputs comprised loans with principal balances totaling $27.3 million and valuation allowances of $3.3 million reflecting fair values of $23.9 million. By comparison, at June 30, 2021, collateral dependent loans valued using Level 3 inputs comprised loans with principal balances totaling $25.2 million and valuation allowances of $6.5 million reflecting fair values of $18.7 million.
Once a loan is foreclosed, the fair value of the other real estate owned continues to be evaluated based upon the fair value of the repossessed real estate originally securing the loan. At December 31, 2021 and June 30, 2021, the Company held other real estate owned totaling $658,000 and $178,000, respectively, at December 31, 2021 and June 30, 2021, whose carrying value was written down utilizing Level 3 inputs.
The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of December 31, 2021 and June 30, 2021:
CarryingAmount
Financial assets:
12,732
4,785,409
FHLB Stock
Interest receivable
4,331
14,164
Financial liabilities:
5,453,304
3,799,238
1,654,066
687,555
Interest payable on deposits
152
89
Interest payable on borrowings
1,379
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16,934
4,830,136
4,238
15,123
5,490,923
3,607,560
1,883,363
701,419
96
1,335
Commitments. The fair value of commitments to fund credit lines and originate or participate in loans held in portfolio or loans held for sale is estimated using fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, including those relating to loans held for sale that are considered derivative instruments for financial statement reporting purposes, the fair value also considers the difference between current levels of interest and the committed rates. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, is not considered material for disclosure.
Limitations. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no fair value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to value anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include premises and equipment, and advances from borrowers for taxes and insurance. In addition, the ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.
Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.
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13. COMPREHENSIVE INCOME
The components of accumulated other comprehensive income included in stockholders’ equity at December 31, 2021 and June 30, 2021 are as follows:
(4,736
10,011
Tax effect
1,432
(2,882
Net of tax amount
(3,304
7,129
7,955
(312
(2,333
94
5,622
(218
(1,053
(1,093
326
(744
(767
Total accumulated other comprehensive income
Other comprehensive (loss) income and related tax effects for the quarter and six months ended December 31, 2021 and 2020 are presented in the following table:
Net unrealized holding (loss) gain on securities available for sale
(7,700
730
(14,746
Net realized gain on sale and call of securities available for sale (1)
(813
6,616
3,606
8,267
5,867
Benefit plans:
Amortization of actuarial loss
Net actuarial gain (2)
Net change in benefit plan accrued expense
Other comprehensive (loss) income before taxes
(1,064
3,544
(6,440
7,385
302
(1,065
1,870
(2,189
Total other comprehensive (loss) income
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14. NET INCOME PER COMMON SHARE (“EPS”)
The following schedule shows the Company’s earnings per share calculations for the periods presented:
Quarter Ended December 31,
Six Months Ended December 31,
Weighted average number of common shares outstanding - basic
Effect of dilutive securities
Weighted average number of common shares outstanding - diluted
Basic earnings per share
Diluted earnings per share
Stock options for 3,115,000 and 3,280,648 shares of common stock were not considered in computing diluted earnings per share at December 31, 2021 and December 31, 2020, respectively, because they were considered anti-dilutive.
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q may include certain forward-looking statements based on current management expectations. Such forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may”, “will”, “believe”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms or variations on those terms, or the negative of those terms. The actual results of the Company could differ materially from those management expectations. This includes statements regarding general economic conditions, public health crisis such as the governmental, social and economic effects of the novel coronavirus, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities and failure to integrate or profitably operate acquired businesses. Additional potential factors include changes in interest rates, deposit flows, cost of funds, demand for loan products and financial services, competition and changes in the quality or composition of loan and investment portfolios of the Company. Other factors that could cause future results to vary from current management expectations include changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices. Further description of the risks and uncertainties to the business are included in the Company’s other filings with the Securities and Exchange Commission.
In addition, the COVID-19 pandemic has had, and may continue to have, an adverse impact on the Company, its clients and the communities it serves. Given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 pandemic on our business. The extent of such impact will depend on future developments, which are highly uncertain, including whether the coronavirus can continue to be controlled and abated. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: the demand for our products and services may decline, making it difficult to grow assets and income; if the economy worsens, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; our allowance for credit losses may increase if borrowers experience financial difficulties, which will adversely affect our net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income; due to a decline in our stock price or other factors, goodwill may become impaired and be required to be written down; and our cyber security risks are increased as the result of an increase in the number of employees working remotely. Reference is made to Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021.
Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.
Critical Accounting Policies
Our accounting policies are integral to understanding the results reported. We consider accounting policies that require management to exercise significant judgment or discretion or to 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. At December 31, 2021, the Company considers the determination of the allowance for credit losses on loans, individually evaluating loans, calculating the allowance of credit losses on acquired loans, accounting for business combinations and the valuation of goodwill and identifiable intangible assets to be our critical accounting policies. Reference is made to Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021, for a description of the Company's critical accounting policies.
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Comparison of Financial Condition at December 31, 2021 and June 30, 2021
Executive Summary. Total assets decreased $97.5 million to $7.19 billion at December 31, 2021 from $7.28 billion at June 30, 2021. The decrease primarily reflected decreases in investment securities and net loans receivable.
Investment Securities. Investment securities available for sale decreased $85.8 million, to $1.59 billion at December 31, 2021, from $1.68 billion at June 30, 2021. This decrease was largely the result of principal repayments of $209.7 million, partially offset by security purchases of $140.6 million. Investment securities held to maturity increased $15.0 million to $53.1 million at December 31, 2021 from $38.1 million at June 30, 2021. This increase was largely the result of security purchases of $16.2 million, partially offset by principal repayments of $1.1 million.
Additional information regarding investment securities at December 31, 2021 and June 30, 2021 is presented in Note 4 to the unaudited consolidated financial statements.
Loans Held-for-Sale. Loans held-for-sale totaled $12.5 million at December 31, 2021 as compared to $16.5 million at June 30, 2021 and are reported separately from the balance of net loans receivable. During the six months ended December 31, 2021, $131.4 million of residential mortgage loans were sold, resulting in a gain on sale of $1.9 million.
Net Loans Receivable. Net loans receivable decreased $15.0 million, or 0.3%, to $4.78 billion at December 31, 2021 from $4.79 billion at June 30, 2021. Detail regarding the change in the loan portfolio, by loan segment, is presented below:
Increase/
(Decrease)
(31,829
(52,997
11,478
16,899
(56,449
29,546
(3,937
(219
Total consumer
(4,156
(31,059
6,069
Allowance for credit losses
9,949
(15,041
Commercial loan origination volume for the six months ended December 31, 2021 totaled $432.7 million, comprised of $307.0 million of commercial mortgage loan originations, $84.3 million of commercial business loan originations and construction loan disbursements of $41.4 million. Commercial loan origination volume was augmented with the funding of purchased commercial mortgage loans totaling $48.4 million.
One- to four-family residential mortgage loan origination volume for the six months ended December 31, 2021, excluding loans held-for-sale, totaled $190.8 million and was augmented with the funding of purchased loans totaling $23.9 million. Home equity loan and line of credit origination volume for the same period totaled $8.9 million.
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Loan-to-value ("LTV") ratios are based on current period loan balances and original appraised values at the time of origination unless a current appraisal has been obtained as a result of the loan being deemed collateral dependent and individually analyzed. The following table sets forth the composition of our real estate secured loans indicating the LTV, by loan category, at December 31, 2021 and June 30, 2021:
LTV
Commercial mortgage loans:
Nonresidential mortgage loans
Construction loans
Total commercial mortgage loans
3,144,581
3,212,508
Total mortgage loans
4,665,782
4,708,100
Additional information about the Company’s loans at December 31, 2021 and June 30, 2021 is presented in Note 5 to the unaudited consolidated financial statements.
Nonperforming Assets and TDRs. Nonperforming assets decreased by $7.1 million to $72.8 million, or 1.01% of total assets at December 31, 2021, from $79.9 million, or 1.10% of total assets at June 30, 2021. At December 31, 2021, the Company had accruing TDRs totaling $8.7 million, an increase of $2.5 million from $6.2 million at June 30, 2021. At December 31, 2021, the Company had non-accrual TDRs totaling $10.6 million, a decrease of $1.0 million from $11.6 million at June 30, 2021.
Based on Section 4013 of the CARES Act, the 2021 Consolidated Appropriations Act and related regulatory guidance promulgated by federal banking regulators, qualifying loan modifications made in response to the COVID-19 pandemic, including short-term payment deferrals, are not considered to be TDRs. The Company had active payment deferrals, which were not considered TDRs, of $2.6 million and $5.6 million, respectively, as of December 31, 2021 and June 30, 2021.
Additional information about the Company’s nonperforming loans and TDRs at December 31, 2021 and June 30, 2021 is presented in Note 5 to the unaudited consolidated financial statements.
Allowance for Credit Losses. At December 31, 2021, the ACL totaled $48.2 million, or 0.99% of total loans, reflecting a decrease of $9.9 million from $58.2 million, or 1.19% of total loans, at June 30, 2021. The decrease during the six months ended December 31, 2021 was largely attributable to a provision for credit loss reversal of $7.8 million, primarily resulting from continued improvement in the Company's credit risk outlook, a reduction in the expected life of various segments of the loan portfolio and a net reduction in reserves on loans individually evaluated for impairment. Also contributing to this decrease were net charge-offs of $2.1 million, all of which had been individually reserved for within the ACL at June 30, 2021.
Additional information about the ACL at December 31, 2021 and June 30, 2021 is presented in Note 6 to the unaudited consolidated financial statements.
Other Assets. The aggregate balance of other assets, including premises and equipment, FHLB stock, interest receivable, goodwill, core deposit intangibles, bank owned life insurance, deferred income taxes, OREO and other assets, decreased $331,000 to $690.8 million at December 31, 2021 from $691.2 million at June 30, 2021. The decrease in the balance of these other assets during the six months ended December 31, 2021 generally reflected normal operating fluctuations in their respective balances.
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Deposits. Total deposits decreased $31.3 million, or 0.6%, to $5.45 billion at December 31, 2021 from $5.49 billion at June 30, 2021. The decrease in deposits largely reflected the controlled run-off of time deposits, which was partially offset by growth in core non-maturity deposits. The following table sets forth the distribution of, and changes in, deposits, by type, for the periods indicated:
Non-interest-bearing deposits
11,087
Interest-bearing deposits:
204,215
(23,624
Certificates of deposit
(222,959
Interest-bearing deposits
(42,368
(31,281
Additional information about the Company’s deposits at December 31, 2021 and June 30, 2021 is presented in Note 7 to the unaudited consolidated financial statements.
Borrowings. The balance of borrowings increased by $229,000, to $686.1 million at December 31, 2021 from $685.9 million at June 30, 2021.
Additional information about the Company’s borrowings at December 31, 2021 and June 30, 2021 is presented in Note 8 to the unaudited consolidated financial statements.
Other Liabilities. The balance of other liabilities, including advance payments by borrowers for taxes and other miscellaneous liabilities, decreased $19.0 million to $50.6 million at December 31, 2021 from $69.6 million at June 30, 2021. The decrease in these other liabilities largely reflected the payment of a $12.5 million loan participation liability which was outstanding at June 30, 2021. The remaining change in the balance of these other liabilities generally reflected normal operating fluctuations during the period.
Stockholders’ Equity. Stockholders’ equity decreased $47.5 million to $995.5 million at December 31, 2021 from $1.04 billion at June 30, 2021. The decrease in stockholders’ equity during the six months ended December 31, 2021 largely reflected share repurchases totaling $69.0 million and cash dividends totaling $15.3 million, partially offset by net income of $38.5 million.
Book value per share increased by $0.34 to $13.55 at December 31, 2021 while tangible book value per share increased by $0.15 to $10.64 at December 31, 2021.
On September 22, 2021, the Company announced the authorization of a new stock repurchase plan, which authorized the repurchase of up to 7,602,021 shares, or 10% of the shares then outstanding. During the quarter ended December 31, 2021, the Company repurchased 2,289,537 shares of common stock at a cost of $30.0 million, or $13.10 per share. Through December 31, 2021, the Company repurchased a total of 2,502,676 shares, or 32.9% of the shares authorized for repurchase under the current repurchase program, at a total cost of $32.6 million or $13.05 per share.
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Comparison of Operating Results for the Quarter ended December 31, 2021 and December 31, 2020
Net Income. Net income for the quarter ended December 31, 2021 was $18.8 million, or $0.26 per diluted share, compared to $16.9 million, or $0.20 per diluted share for the quarter ended December 31, 2020. The increase in net income reflected an increase in net interest income, a decrease in the provision for credit losses and a decrease in non-interest expense, partially offset by a decrease in non-interest income and an increase in income tax expense.
Net Interest Income. Effective July 1, 2021, loan prepayment penalty income was reclassified to interest income on loans. Previously, loan prepayment penalty income was recorded within non-interest income. Interest income and non-interest income for all periods presented reflect this reclassification.
Net interest income increased by $2.8 million to $48.7 million for the quarter ended December 31, 2021 compared to $45.9 million for the quarter ended December 31, 2020. The increase between the comparative periods resulted from a decrease of $6.6 million in interest expense, partially offset by a decrease of $3.8 million in interest income. Included in net interest income for the quarters ended December 31, 2021 and December 31, 2020, respectively, was purchase accounting accretion of $2.6 million and $3.7 million and loan prepayment penalty income of $1.5 million and $1.3 million.
Net interest margin increased 24 basis points to 2.96% for the quarter ended December 31, 2021, from 2.72% for the quarter ended December 31, 2020 and reflected a decrease in the average cost of interest-bearing liabilities that was partially offset by a decrease in the average yield on interest-earning assets.
Details surrounding the composition of, and changes to, net interest income are presented in the table below which reflects the components of the average balance sheet and of net interest income for the periods indicated. We derived the average yields and costs by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented with daily balances used to derive average balances. No tax equivalent adjustments have been made to yield or costs. Non-accrual loans were included in the calculation of average balances, however interest receivable on these loans has been fully reserved for and therefore not included in interest income. The yields and costs set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.
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For the Quarter Ended December 31,
AverageBalance
AverageYield/Cost
Interest-earning assets:
Loans receivable (1)
4,822,959
3.95
4,871,268
4.17
Taxable investment securities (2)
1,610,395
1.89
1,544,095
2.00
Tax-exempt securities (2)
57,686
2.26
79,044
2.19
Other interest-earning assets (3)
77,811
2.13
266,114
1.18
Total interest-earning assets
6,568,851
3.40
6,760,521
3.53
Non-interest-earning assets
611,390
632,084
7,180,241
7,392,605
Interest-bearing liabilities:
2,027,021
1,134
0.22
1,683,222
1,987
0.47
1,086,903
0.11
1,058,675
872
1,693,423
1,899,406
5,788
1.22
Total interest-bearing deposits
4,807,347
0.30
4,641,303
0.75
692,062
2.06
1,057,958
1.96
Total interest-bearing liabilities
5,499,409
5,699,261
0.97
Non-interest-bearing liabilities (4)
675,070
576,162
6,174,479
6,275,423
Stockholders' equity
1,005,762
1,117,182
Total liabilities and stockholders' equity
Net interest income
Interest rate spread (5)
2.87
2.56
Net interest margin (6)
2.96
2.72
Ratio of interest-earning assets to interest-bearing liabilities
1.19
X
Provision for Credit Losses. The provision for credit losses decreased $1.1 million to a provision for credit losses reversal of $2.4 million for the quarter ended December 31, 2021, compared to a provision for credit losses reversal of $1.4 million for the quarter ended December 31, 2020. The provision reversal for the quarter ended December 31, 2021 was largely attributable to a net reduction in reserves on individually evaluated loans and a reduction in the expected life of various segments of the loan portfolio. By comparison, the provision reversal for the quarter ended December 31, 2020, was largely attributable to an improved economic forecast and credit risk outlook resulting in a release of reserves within multiple loan segments.
Additional information regarding the ACL and the associated provisions recognized during the quarters ended December 31, 2021 and 2020 is presented in Note 6 to the unaudited consolidated financial statements as well as the Comparison of Financial Condition at December 31, 2021 and June 30, 2021.
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Non-Interest Income. Non-interest income decreased $1.7 million to $4.1 million for the quarter ended December 31, 2021, primarily due to a $1.4 million decrease in gain on sale of loans.
Fees and service charges increased $142,000 to $698,000 for the quarter ended December 31, 2021. The increase primarily reflected increases in various loan-related and deposit-related fees and charges.
Gain on sale and call of securities reflected a net gain of $813,000 during the quarter ended December 31, 2020 for which no such gains were recorded during the current period.
Gain on sale of loans decreased $1.4 million to $970,000 for the quarter ended December 31, 2021. The decrease in loan sale gains largely reflected a decrease in the volume of loans originated and sold between comparative periods coupled with a decrease in the average net price at which such loans were sold.
Other non-interest income increased $415,000 to $482,000 for the quarter ended December 31, 2021. The increase in other non-interest income primarily reflected $356,000 of non-recurring gains on asset disposals.
The remaining changes in the other components of non-interest income between comparative periods generally reflected normal operating fluctuations within those line items.
Non-Interest Expense. Total non-interest expense decreased $840,000 to $29.7 million for the quarter ended December 31, 2021.
Salaries and employee benefits increased $1.0 million to $18.1 million for quarter ended December 31, 2021. This increase was largely due to the impact of staff additions, annual merit increases and increases in benefit plan expense, including employee medical benefit, post-retirement plan and ESOP expense.
Net occupancy expense of premises increased $36,000 to $3.2 million for the quarter ended December 31, 2021. The increase was largely attributable to non-recurring expenses of $187,000 associated with the closure of a leased office facility acquired in conjunction with the MSB acquisition. This increase was partially offset by a decrease in building maintenance expense.
Equipment and systems expense decreased $179,000 to $3.7 million for the quarter ended December 31, 2021, largely attributable to cost savings related to the Company's core system contract.
Advertising and marketing expense decreased $65,000 to $448,000 for the quarter ended December 31, 2021. This decrease largely reflected changes in advertising expense across a variety of advertising formats reflecting normal fluctuations in the timing of certain campaigns supporting our loan and deposit growth initiatives.
Debt extinguishment expenses totaled $796,000 for the quarter ended December 31, 2020 for which no such costs were recorded in the current period.
FDIC insurance premiums increased $231,000 to $721,000 for the quarter ended December 31, 2021. The increase was largely attributable to an updated assessment rate from the FDIC based on changes to underlying bank capital ratios.
Director compensation decreased $99,000 to $649,000 for the quarter end December 31, 2021. The decrease in expense primarily reflected a decrease in director stock-based compensation.
Other non-interest expense decreased $983,000 to $2.9 million for the quarter ended December 31, 2021. The decrease in other expense during the quarter was primarily attributable to the reversal of provision for credit losses on off-balance sheet credit exposures and decreases in loan expenses. This decrease was also attributable to non-recurring asset impairment charges of $347,000, recognized during the prior comparative quarter, related to branch consolidation activity.
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Provision for Income Taxes. Provision for income taxes increased $1.2 million to $6.8 million for the quarter ended December 31, 2021, from $5.6 million for the quarter ended December 31, 2020.
The increase in income tax expense reflected a higher level of pre-tax net income, as compared to the prior period, resulting in a higher provision for income tax expense. The change in income tax expense also reflected the reversal of a valuation allowance totaling $523,000 which was associated with the realization of a capital loss carryforward recorded in the prior comparative period for which no such amount was recorded in the current period.
Effective tax rates for the quarter ended December 31, 2021 and 2020 were 26.6% and 24.9%, respectively. The effective tax rate for the prior comparative period reflected the reversal of a valuation allowance, as noted above.
Comparison of Operating Results for the Six Months ended December 31, 2021 and December 31, 2020
Net Income. Net income for the six months ended December 31, 2021 was $38.5 million, or $0.53 per diluted share, compared to $28.3 million, or $0.33 per diluted share for the quarter ended December 31, 2020. The increase in net income reflected an increase in net interest income, a decrease in the provision for credit losses and a decrease in non-interest expense, partially offset by a decrease in non-interest income and an increase in income tax expense.
Net Interest Income. As noted above, effective July 1, 2021, loan prepayment penalty income was reclassified to interest income on loans. Previously, loan prepayment penalty income was recorded within non-interest income. Interest income and non-interest income for all periods presented reflect this reclassification.
Net interest income increased by $7.6 million to $98.3 million for the six months ended December 31, 2021 compared to $90.7 million for the six months ended December 31, 2021. The increase between the comparative periods resulted from a decrease of $15.7 million in interest expense, partially offset by a decrease of $8.1 million in interest income. Included in net interest income, for the six months ended December 31, 2021 and 2020, respectively, was purchase accounting accretion of $5.5 million and $8.7 million and loan prepayment penalty income of $3.2 million and $2.0 million.
Net interest margin increased 27 basis points to 2.98% for the six months ended December 31, 2021, from 2.71% for six months ended December 31, 2020 and reflected a decrease in the average cost of interest-bearing liabilities that was partially offset by a decrease in the average yield on interest-earning assets.
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For the Six Months Ended December 31,
4,829,318
3.97
4,914,780
4.22
1,630,174
1.94
1,447,303
2.08
58,400
80,824
81,780
2.07
256,828
1.32
6,599,672
3.43
6,699,735
3.62
614,062
628,168
7,213,734
7,327,903
1,990,646
2,280
0.23
1,573,730
4,169
1,094,884
622
1,032,375
2,317
0.45
1,745,948
4,826
0.55
1,944,047
13,223
1.36
4,831,478
0.32
4,550,152
0.87
693,255
2.05
1,096,181
1.98
5,524,733
0.54
5,646,333
1.08
671,116
567,462
6,195,849
6,213,795
1,017,885
1,114,108
2.89
2.54
2.98
2.71
Provision for Credit Losses. The provision for credit losses decreased $10.5 million to a provision for credit losses reversal of $7.8 million for the six months ended December 31, 2021, compared to a provision for credit losses of $2.7 million for the six months ended December 31, 2020. The provision reversal for the six months ended December 31, 2021 was largely attributable to a release of reserves, reflecting a continued improvement in the Company’s credit risk outlook and a reduction in the expected life of various segments of the loan portfolio. By comparison, the provision for the six months ended December 31, 2020, was largely attributable to $5.1 million of provision expense on non-PCD loans acquired in connection with the acquisition of MSB.
Additional information regarding the ACL and the associated provisions recognized during the six months ended December 31, 2021 and 2020 is presented in Note 6 to the unaudited consolidated financial statements as well as the Comparison of Financial Condition at December 31, 2021 and June 30, 2021.
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Non-Interest Income. Non-interest income decreased $5.0 million to $7.9 million for the six months ended December 31, 2021, primarily due to the $3.1 million bargain purchase gain that was recognized in the prior comparative period in connection with the acquisition of MSB and a $2.3 million decrease in gain on sale of loans.
Fees and service charges increased $304,000 to $1.3 million for the six months ended December 31, 2021. The increase primarily reflected increases in loan-related and deposit-related fees and charges.
Gain on sale and call of securities reflected a net gain of $1,000 during the six months ended December 31, 2021 compared to a net gain of $436,000, recorded during the earlier comparative period.
Gain on sale of loans decreased $2.3 million to $2.0 million for the six months ended December 31, 2021. The decrease in loan sale gains largely reflected a decrease in the volume of loans originated and sold between comparative periods coupled with a decrease in the average net price at which such loans were sold.
Other non-interest income increased $543,000 to $700,000 for the six months ended December 31, 2021. The increase primarily reflected $44,000 of referral fees related to PPP loans, $88,000 of broker fees related to residential mortgage loans and $356,000 of non-recurring gains on asset disposals.
Non-Interest Expense. Total non-interest expense decreased $2.6 million to $61.5 million for the six months ended December 31, 2021.
Salaries and employee benefits increased $2.7 million to $36.7 million for the six months ended December 31, 2021. This increase was largely due to the impact of staff additions, annual merit increases and increases in benefit plan expense, including employee medical, post-retirement plan and ESOP expense.
Net occupancy expense of premises increased $1.5 million to $7.7 million for the six months ended December 31, 2021. This increase was primarily due to non-recurring expenses of $1.3 million related to the consolidation of three retail branch locations, $250,000 related to facility repairs made in connection with damage incurred during Tropical Storm Ida and $187,000 related to the closure of a leased office facility acquired in conjunction with the MSB acquisition.
Equipment and systems expense increased $76,000 to $7.5 million for the six months ended December 31, 2021, largely attributable to increases in technology expense associated with the Company's ongoing digital banking initiatives, partially offset by cost savings related to the Company's core system contract.
Advertising and marketing expense decreased $173,000 to $840,000 for the six months ended December 31, 2021. This decrease largely reflected changes in advertising expense across a variety of advertising formats reflecting normal fluctuations in the timing of certain campaigns supporting our loan and deposit growth initiatives.
FDIC insurance premiums increased $251,000 to $1.2 million for the six months ended December 31, 2021. The increase was largely attributable to an updated assessment rate from the FDIC based on changes to underlying bank capital ratios.
Merger-related expenses, associated with the Company’s acquisition of MSB, totaled $4.3 million for the six months ended December 31, 2020 for which no such costs were recorded in the current period.
Debt extinguishment expenses totaled $796,000 for the six months ended December 31, 2020 for which no such costs were recorded in the current period.
Other non-interest expense decreased $1.7 million to $6.0 million for the six months ended December 31, 2021. The decrease in other expense during the period was primarily attributable to the reversal of provision for credit losses on off-balance sheet credit exposures and decreases in loan expenses.
Provision for Income Taxes. Provision for income taxes increased $5.6 million to $14.1 million for the six months ended December 31, 2021, from $8.5 million for the six months ended December 31, 2020.
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The increase in income tax expense reflected a higher level of pre-tax net income, as compared to the prior period, resulting in a higher provision for income tax expense. The increase also reflected the effects of various non-recurring items recorded in conjunction with the Company’s acquisition of MSB, recorded in the prior comparative period, including non-deductible merger related expenses, which were partially offset by a non-taxable bargain purchase gain. The change in income tax expense also reflected the reversal of a valuation allowance totaling $523,000 which was associated with the realization of a capital loss carryforward recorded in the prior comparative period for which no such amount was recorded in the current period.
Effective tax rates for the six months ended December 31, 2021 and 2020 were 26.8% and 23.1%, respectively. The effective tax rate for the prior comparative period reflected the effects of various non-recurring items recorded in conjunction with the Company’s acquisition of MSB and reversal of a valuation allowance, as noted above.
Liquidity and Capital Resources
Liquidity, represented by cash and cash equivalents, is a product of operating, investing and financing activities. The Company’s primary sources of funds are deposits, borrowings, cash flows from investment securities and loans receivable and funds provided from operations. While scheduled payments from the amortization and maturity of loans and investment securities are relatively predictable sources of funds, general interest rates, economic conditions and competition greatly influence deposit flows and prepayments on loans and securities.
At December 31, 2021, liquidity included $60.5 million of short-term cash and equivalents supplemented by $1.59 billion of investment securities classified as available for sale. In addition, as of December 31, 2021, the Company had the capacity to borrow additional funds totaling $2.24 billion and $301.2 million from the FHLB of New York and FRB, respectively, without pledging additional collateral. As of that same date, the Company also had access to unsecured overnight borrowings with other financial institutions totaling $890.0 million of which $20.0 million was outstanding.
At December 31, 2021, the Company had outstanding commitments to originate and purchase loans totaling approximately $177.1 million while such commitments totaled $192.8 million at June 30, 2021. As of those same dates, the Company’s pipeline of loans held for sale included $19.6 million and $48.4 million, respectively, of loans in process whose terms included interest rate locks to borrowers that were paired with a non-binding, best-efforts commitment to sell the loan to a buyer at a fixed price and within a predetermined timeframe after the sale commitment is established.
Construction loans in process and unused lines of credit were $98.5 million and $154.5 million, respectively, at December 31, 2021 compared to $138.3 million and $181.1 million, respectively, at June 30, 2021. The Company is also subject to the contingent liabilities resulting from letters of credit whose outstanding balances totaled $180,000 and $739,000, at December 31, 2021 and June 30, 2021, respectively.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance-sheet instruments. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
Consistent with its goals to operate a sound and profitable financial organization, the Bank actively seeks to maintain its status as a well-capitalized institution in accordance with regulatory standards.
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The following table sets forth the Bank’s capital position at December 31, 2021 and June 30, 2021, as compared to the minimum regulatory capital requirements that were in effect as of those dates:
At December 31, 2021
Actual
For CapitalAdequacy Purposes
To Be Well CapitalizedUnder PromptCorrective ActionProvisions
Ratio
Total capital (to risk-weighted assets)
667,328
14.88
358,891
8.00
448,614
10.00
Tier 1 capital (to risk-weighted assets)
637,487
14.21
269,168
Common equity tier 1 capital (to risk-weighted assets)
201,876
4.50
291,599
6.50
Tier 1 capital (to adjusted total assets)
9.15
278,563
4.00
348,204
5.00
To Be Well Capitalized Under Prompt Corrective ActionProvisions
761,883
17.22
353,970
442,462
726,737
16.42
265,477
199,108
287,600
10.23
284,114
355,142
The following table sets forth the Company’s capital position at December 31, 2021 and June 30, 2021, as compared to the minimum regulatory capital requirements that were in effect as of those dates:
822,216
18.32
358,967
792,375
17.66
269,225
201,919
11.35
279,156
872,823
19.65
355,274
837,677
18.86
266,456
199,842
11.76
284,877
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In March 2020, the federal banking agencies announced an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss method, followed by a three-year transition period established in the previous rule (five-year transition option). The Company has adopted the capital transition relief over the permissible five-year period.
Off-Balance Sheet Arrangements
In the normal course of our business of investing in loans and securities we are a party to financial instruments with off-balance-sheet risk. These financial instruments include significant purchase commitments, such as commitments related to capital expenditure plans and commitments to extend credit to meet the financing needs of our customers. We had no significant off-balance sheet commitments for capital expenditures as of December 31, 2021.
Recent Accounting Pronouncements
For a discussion of the expected impact of recently issued accounting pronouncements that have yet to be adopted by the Company, please refer to Note 3 to the unaudited consolidated financial statements.
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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The majority of our assets and liabilities are sensitive to changes in interest rates and as such interest rate risk is a significant form of market risk that we must manage. Interest rate risk is generally defined in regulatory nomenclature as the risk to earnings or capital arising from the movement of interest rates and arises from several risk factors including re-pricing risk, basis risk, yield curve risk and option risk. We maintain an Asset/Liability Management (“ALM”) program in order manage our interest rate risk. The program is overseen by the Board of Directors through its Interest Rate Risk Management Committee which has assigned the responsibility for the operational aspects of the ALM program to our Asset/Liability Management Committee (“ALCO”), which is comprised of various members of the senior and executive management team.
The quantitative analysis that we conduct measures interest rate risk from both a capital and earnings perspective. With regard to earnings, movements in interest rates and the shape of the yield curve significantly influence the amount of net interest income (“NII”) that we recognize. Movements in market interest rates, and the effect of such movements on the risk factors noted above, significantly influence the spread between the interest earned on our interest-earning assets and the interest paid on our interest-bearing liabilities. Our internal interest rate risk analysis calculates the sensitivity of our projected NII over a one year period utilizing a static balance sheet assumption through which incoming and outgoing asset and liability cash flows are reinvested into similar instruments. Product pricing and earning asset prepayment speeds are appropriately adjusted for each rate scenario.
With regard to capital, our internal interest rate risk analysis calculates the sensitivity of our Economic Value of Equity (“EVE”) ratio to movements in interest rates. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet instruments. EVE attempts to quantify our economic value using a discounted cash flow methodology while the EVE ratio reflects that value as a form of capital ratio. The degree to which the EVE ratio changes for any hypothetical interest rate scenario from its base case measurement is a reflection of an institution’s sensitivity to interest rate risk.
For both earnings and capital at risk, our interest rate risk analysis calculates a base case scenario that assumes no change in interest rates. The model then measures changes throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve up and down 100, 200 and 300 basis points with additional scenarios modeled where appropriate. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. The relatively low level of interest rates prevalent at December 31, 2021 and June 30, 2021 precluded the modeling of certain falling rate scenarios.
The following tables present the results of our internal EVE analysis as of December 31, 2021 and June 30, 2021, respectively:
Economic Value ofEquity ("EVE")
EVE as a % ofPresent Value of Assets
Change inInterest Rates
$ Amountof EVE
$ Changein EVE
% Changein EVE
EVE Ratio
Change inEVE Ratio
+300 bps
1,114,584
(87,695
(7.29
17.20
bps
+200 bps
1,153,298
(48,981
(4.07
17.33
17
+100 bps
1,198,856
(3,423
(0.28
17.51
35
0 bps
1,202,279
17.16
-100 bps
1,105,647
(96,632
(8.04
15.52
(164
1,083,847
(104,809
(8.82
16.45
(20
1,132,915
(55,741
(4.69
16.72
1,176,890
(11,766
(0.99
16.89
24
1,188,656
16.65
1,071,463
(117,193
(9.86
14.84
(181
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There are numerous internal and external factors that may contribute to changes in our EVE ratio and its sensitivity. Changes in the composition and allocation of our balance sheet, or utilization of off-balance sheet instruments such as derivatives, can significantly alter the exposure to interest rate risk as quantified by the changes in the EVE sensitivity measures. Changes to certain external factors, most notably changes in the level of market interest rates and overall shape of the yield curve, can also alter the projected cash flows of our interest-earning assets and interest-costing liabilities and the associated present values thereof.
The following tables present the results of our internal NII analysis as of December 31, 2021 and June 30, 2021, respectively:
Net InterestIncome ("NII")
Balance SheetComposition
MeasurementPeriod
$ Amountof NII
$ Changein NII
% Changein NII
Static
One Year
177,165
(14,457
(7.54
183,325
(8,297
(4.33
188,938
(2,684
(1.40
191,622
180,969
(10,653
(5.56
175,830
(16,078
(8.38
182,089
(9,819
(5.12
187,961
(3,947
(2.06
191,908
181,645
(10,263
(5.35
Notwithstanding the rate change scenarios presented in the EVE and NII-based analyses above, future interest rates and their effect on net interest income are not predictable. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments and deposit run-offs and should not be relied upon as indicative of actual results. Certain shortcomings are inherent in this type of computation. Although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react at different times and in different degrees to changes in market interest rates. The interest rate on certain types of assets and liabilities, such as demand deposits and savings accounts, may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, generally have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayments and early withdrawal levels could deviate significantly from those assumed in the analyses set forth above. Additionally, an increase in credit risk may result as the ability of borrowers to service their debt may decrease in the event of an interest rate increase.
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ITEM 4.
CONTROLS AND PROCEDURES
As of the end of the period covered by this Report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.
During the quarter ended December 31, 2021, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
ITEM 1. Legal Proceedings
At December 31, 2021, neither the Company nor the Bank were involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition of the Company and the Bank.
ITEM 1A. Risk Factors
There have been no material changes to the Risk Factors previously disclosed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2021, previously filed with the Securities and Exchange Commission.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities:
The following table reports information regarding repurchases of the Company’s common stock during the quarter ended December 31, 2021:
Period
Total Numberof SharesPurchased
Average PricePaid per Share
Total Numberof SharesPurchased asPart of PubliclyAnnounced Plansor Programs
MaximumNumber of Sharesthat May Yet BePurchased Underthe Plans orPrograms
October 1-31, 2021
690,000
13.02
6,698,882
November 1-30, 2021
640,000
13.48
6,058,882
December 1-31, 2021
959,537
12.91
5,099,345
2,289,537
13.10
On September 22, 2021, the Company announced the authorization of a new stock repurchase plan to repurchase up to 7,602,021 shares, or 10% of the shares then outstanding. This current plan has no expiration date.
ITEM 3. Defaults Upon Senior Securities
Not applicable.
ITEM 4. Mine Safety Disclosures
ITEM 5. Other Information
None.
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ITEM 6. Exhibits
The following Exhibits are filed as part of this report:
3.1
Articles of Incorporation of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
3.2
Bylaws of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
Form of Common Stock Certificate of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
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
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The following materials from the Company’s Form 10-Q for the quarter ended December 31, 2021, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
101.INS
Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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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.
Date: February 8, 2022
By:
/s/ Craig L. Montanaro
Craig L. Montanaro
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Keith Suchodolski
Keith Suchodolski
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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