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Item 5. Market for Registrant’s Common Equity

2022-03-02 compared with 2021-03-08 · 10 added, 146 removed, 18 unchanged (90% of the section changed)

12 unchanged sentences

For more information on dividends, see Note 10, Capital Matters of Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Securities Authorized for Issuance Under Equity Compensation Plans

For information relating to securities authorized for issuance under equity compensation plans, see Part III, Item 12.

Purchases of Equity Securities by the Issuer

On November 30, 2020, the Board of Directors approved a stock repurchase program.

Under this program the Company may repurchase up to approximately 5% of the outstanding shares of its common stock as of November 30, 2020, or 557,728 shares, from time to time.

The table below shows information about our repurchases of our common stock during the period beginning on November 30, 2020 (the date on which the plan was adopted) and ending on December 31, 2020.

On November 30, 2020, the Board of Directors adopted a stock repurchase program.

Under this program the Company was authorized to repurchase up to approximately 5% of the outstanding shares of its common stock as of November 30, 2020, or 557,728 shares, from time to time.

The 36 thousand shares remaining under this authorization as of the beginning of the quarter ended September 30, 2021 were repurchased during the quarter.

On July 23, 2021, the Board of Directors adopted a new share repurchase program.

Under this new share repurchase program, the Company may repurchase up to approximately 5% of the outstanding shares of its common stock as of July 23, 2021, or 532,962 shares, from time to time.

During the quarter ended December 31, 2021, approximately 16 thousand shares were repurchased under this authorization.

The table below shows information about our repurchases of our common stock during the three months ended December 31, 2021.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs

October 1, 2021 - October 31, 2021 16,300 $ 13.87 16,300 372,728

November 1, 2021 - November 30, 2021 — $ — — 372,728

1 unchanged sentence

Total 16,300 $ — 16,300

SELECTED FINANCIAL DATA

FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA

The following tables set forth selected historical financial and other data of the Company for the years and at the dates indicated.

The information at December 31, 2020 and December 31, 2019, and for the twelve months ended December 31, 2020 and December 31, 2019 is derived in part from, and should be read together with, the audited consolidated financial statements and notes thereto of the Company that appear in this Annual Report on Form 10-K.

The information at December 31, 2018, September 30, 2018 and September 30, 2017 and for the three month transition period ended December 31, 2018, and for the twelve months ended September 30, 2018 and 2017 is derived in part from audited financial statements that do not appear in this Annual Report on Form 10-K.

The information below is qualified in its entirety by the detailed information included elsewhere herein and should be read along with Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8., “Financial Statements and Supplementary Data” included in this Form 10-K.

See discussion of the Company’s acquisitions in Item 1., “Business”, in Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in Note 2.

“Acquisition” in the consolidated financial statements.

Year ended December 31, Year ended December 31, Three month transition period ended December 31,

2020 2019 2018

Selected Results of Operations Data:

Interest income $ 64,527 $ 60,423 $ 13,047

Interest expense 14,272 16,910 3,007

Net interest income 50,255 43,513 10,040

Provision for loan losses 7,750 3,525 950

Net interest income after provision for loan losses 42,505 39,988 9,090

Gain on sale of loans, loan servicing income and fees and service charges 14,066 8,649 1,790

Other non-interest income 4,382 6,326 736

Non-interest income 18,448 14,975 2,526

Non-interest expense 43,673 42,686 9,794

Income before provision for income taxes 17,280 12,277 1,822

Income tax provision 4,555 2,814 561

Net income $ 12,725 $ 9,463 $ 1,261

Per Share Data:

Net income per share (basic) (1) $ 1.14 $ 0.85 $ 0.12

Net income per share (diluted) (1) $ 1.14 $ 0.85 $ 0.12

Cash dividends per common share $ 0.21 $ 0.20 $ —

Book value per share at end of period $ 14.52 $ 13.36 $ 12.62

Tangible book value per share at end of period $ 11.18 $ 9.89 $ 9.03

FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)

As of, or for the

Year ended December 31, Year ended December 31, Three month transition period ended December 31,

2020 2019 2018

Selected Financial Condition Data:

Total assets $ 1,649,095 $ 1,531,249 $ 1,287,924

Investment securities $ 187,784 $ 182,970 $ 151,575

Loans receivable $ 1,237,581 $ 1,177,380 $ 992,556

Total deposits $ 1,295,256 $ 1,195,702 $ 1,007,512

FHLB short-term borrowings and borrowings maturing within twelve months, net of unamortized discount $ 7,968 $ 73,471 $ 98,813

Other FHLB borrowings $ 115,530 $ 57,500 $ 11,000

Other borrowings $ 58,328 $ 43,560 $ 24,647

Total shareholders’ equity $ 160,564 $ 150,553 $ 138,187

Weighted average basic common shares outstanding 11,161,551 11,114,328 10,942,920

Weighted average diluted common shares outstanding 11,161,811 11,121,289 10,967,386

Performance Ratios:

Return on average assets 0.80 % 0.68 % 0.42 %

Return on average total shareholders’ equity 8.29 % 6.59 % 3.65 %

Net interest margin (2) 3.40 % 3.37 % 3.56 %

Net interest spread (2)

Average during period 3.20 % 3.13 % 3.32 %

End of period 3.18 % 3.46 % 3.68 %

Net overhead ratio (3) 1.58 % 1.98 % 2.44 %

Average loan-to-average deposit ratio 98.97 % 98.55 % 94.99 %

Average interest bearing assets to average interest bearing liabilities 120.13 % 118.35 % 122.68 %

Efficiency ratio (4) 63.57 % 72.98 % 77.94 %

Asset Quality Ratios:

Non-performing loans to total loans (5) 0.92 % 1.71 % 0.82 %

Allowance for loan losses to:

Total loans (net of unearned income) 1.38 % 0.88 % 0.77 %

Non-performing loans (5) 150.38 % 51.19 % 93.99 %

Net charge-offs to average loans 0.08 % 0.08 % 0.04 %

Non-performing assets to total assets (5) 0.70 % 1.41 % 0.83 %

Capital Ratios:

Shareholders’ equity to assets (6) 9.74 % 9.83 % 10.73 %

Average equity to average assets (6) 9.63 % 10.26 % 11.52 %

Tier 1 capital (leverage ratio) (7) 9.9 % 10.4 % 9.7 %

Total risk-based capital (7) 14.7 % 13.1 % 12.7 %

FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)

Years ended September 30, (dollars in thousands, except per share data)

Selected Results of Operations Data:

Interest income $ 38,896 $ 27,878

Interest expense 8,593 5,610

Net interest income 30,303 22,268

Provision for loan losses 1,300 319

Net interest income after provision for loan losses 29,003 21,949

Gain on sale of loans, loan servicing income and fees and service charges 4,635 2,937

Net (loss) gain on sale of available for sale securities (17) 111

Other non-interest income 2,752 1,703

Non-interest income 7,370 4,751

Non-interest expense 29,764 22,878

Income before provision for income taxes 6,609 3,822

Income tax provision 2,326 1,323

Net income $ 4,283 $ 2,499

Per Share Data:

Net income per share (basic) (1)

$ 0.72 $ 0.47

Net income per share (diluted) (1)

$ 0.58 $ 0.46

Cash dividends per common share $ 0.20 $ 0.16

Book value per share at end of period $ 12.45 $ 12.48

Tangible book value per share at end of period $ 11.05 $ 9.78

FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)

As of, and for the

Years ended September 30, (dollars in thousands, except per share data)

Selected Financial Condition Data:

Total assets $ 975,409 $ 940,664

Investment securities $ 123,101 $ 101,336

Loans receivable $ 759,247 $ 732,995

Total deposits $ 746,529 $ 742,504

FHLB short-term borrowings and borrowings maturing within twelve months, net of unamortized discount $ 63,000 $ 90,000

Other FHLB borrowings

Other borrowings $ 24,619 $ 30,319

Total shareholders’ equity $ 135,847 $ 73,483

Weighted average basic common shares outstanding 5,943,891 5,361,843

Weighted average diluted common shares outstanding 7,335,247 5,378,360

Performance Ratios:

Return on average assets 0.45 % 0.34 %

Return on average total shareholders’ equity 4.35 % 3.76 %

Net interest margin (2)

3.42 % 3.31 %

Net interest spread (2)

Average during period 3.27 % 3.19 %

End of period 3.37 % 3.47 %

Net overhead ratio (3)

2.35 % 2.48 %

Average loan-to-average deposit ratio 99.52 % 100.87 %

Average interest bearing assets to average interest bearing liabilities 114.92 % 114.96 %

Efficiency ratio (4)

79.01 % 84.67 %

Asset Quality Ratios:

Non-performing loans to total loans (5)

1.10 % 1.10 %

Allowance for loan losses to:

Total loans (net of unearned income) 0.89 % 0.81 %

Non-performing loans (5) 81.04 % 73.90 %

Net charge-offs to average loans 0.07 % 0.07 %

Non-performing assets to total assets (5) 1.14 % 1.49 %

Capital Ratios:

Shareholders’ equity to assets (6)

13.93 % 7.81 %

Average equity to average assets (6)

10.32 % 9.09 %

Tier 1 capital (leverage ratio) (7)

Total risk-based capital (7)

13.1 % 13.2 %

(1) Earnings per share are based on the weighted average number of shares outstanding for the period.

(2) Net interest margin represents net interest income as a percentage of average interest earning assets, and net interest rate spread represents the difference between the weighted average yield on interest earning assets and the weighted average cost of interest bearing liabilities.

(3) Net overhead ratio represents the difference between non-interest expense and non-interest income, divided by average assets.

(4) Efficiency ratio represents non-interest expense, divided by the sum of net interest income and non-interest income.

(5) Non-performing loans are either 90+ days past due or nonaccrual.

Non-performing assets consist of non-performing loans plus other real estate owned plus other collateral owned.

(6) Company ratios

(7) Bank regulatory ratios

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity