Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure (1) that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (2) that they are alerted in a timely manner about material information relating to the Company required to be filed in its periodic Securities and Exchange Commission filings.
During the quarter and year ended December 31, 2021, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The information required by this item is incorporated herein by reference to “Item 1: Business—Executive Officers” in this Annual Report on Form 10-K and to the sections captioned “ Proposal 1—Election of Directors ,” and “ Corporate Governance ” in our definitive proxy statement for our 2022 annual meeting of stockholders to be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year covered by this Annual Report on Form 10-K (the “Proxy Statement”).
Compliance with Section 16(a) of the Securities Exchange Act of 1934
The information required by this item with respect to any delinquent reports filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by referenced to the Proxy Statement.
Code of Ethics and Business Conduct
The Company has adopted a Code of Ethics and Business Conduct that is designed to ensure that the Company’s directors and employees meet the highest standards of ethical conduct. The Code of Ethics and Business Conduct, which applies to all employees and directors, addresses conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, the Code of Ethics and Business Conduct is designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations. A copy of the Code of Ethics and Business Conduct is available in the Investor Relations section of our website (www.necb.com).
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the section captioned “Executive Compensation ” in the Proxy Statement.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference to the section captioned “Security Ownership ” in the Proxy Statement.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to the sections captioned “ Proposal 1—Election of Directors ,” “ Policies and Procedures for Approval of Related Persons Transactions,” “ Transactions with Related Persons ” and “ Corporate Governance ” in the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to the section captioned “Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm ” in the Proxy Statement.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1)
The financial statements required in response to this item are incorporated herein by reference from Item 8 of this Annual Report on Form 10-K.
(2)
All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.
(3)
Exhibits
No.
Description
Location
3.1
Articles of Incorporation of NorthEast Community Bancorp, Inc.
Incorporated herein by reference to
Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-253982), initially filed on March 8, 2021
3.2
Bylaws of NorthEast Community Bancorp, Inc.
Incorporated herein by reference to
Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-253982), initially filed on March 8, 2021
4.0
Specimen Stock Certificate of NorthEast Community Bancorp, Inc.
Incorporated herein by reference to
Exhibit 4.0 to the Company’s Registration Statement on Form S-1 (File No. 333-253982), initially filed on March 8, 2021
4.1
Description of NorthEast Community Bancorp, Inc.’s Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934
Filed herewith
10.1
Employment Agreement by and between NorthEast Community Bancorp, Inc., NorthEast Community Bank and Kenneth A. Martinek+
Incorporated herein by reference to
Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-253982), initially filed on March 8, 2021
10.2
Employment Agreement by and between NorthEast Community Bancorp, Inc., NorthEast Community Bank and Jose M. Collazo+
Incorporated herein by reference to
Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-253982), initially filed on March 8, 2021
10.3
NorthEast Community Bank Supplemental Executive Retirement Plan+
Incorporated herein by reference to
Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-253982), initially filed on March 8, 2021
10.4
NorthEast Community Bank Directors’ Deferred Compensation Plan, as amended and restated+
Incorporated herein by reference to
Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-253982), initially filed on March 8, 2021
55
Table of Contents
10.5
NorthEast Community Bank Outside Director Retirement Plan+
Incorporated herein by reference to
Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-253982), initially filed on March 8, 2021
10.6
NorthEast Community Bancorp, Inc. Stock-Based Deferred Compensation Plan+
Incorporated herein by reference to
Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-253982), initially filed on March 8, 2021
10.7
Agreement by and between NorthEast Community Bancorp, MHC, NorthEast Community Bancorp, Inc. and NorthEast Community Bank and Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P. and Joseph Stilwell
Incorporated herein by reference to
Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-253982), initially filed on March 8, 2021
21.0
Subsidiaries
Filed herewith
23.1
Consent of S.R. Snodgrass, P.C.
Filed herewith
23.2
Consent of BDO USA, LLP
Filed herewith
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
Filed herewith
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
Filed herewith
32
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
Filed herewith
101.0
The following materials from the Company’s Annual Report on Form 10-K for the year 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 Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.
Filed herewith
104
Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)
Filed herewith
+ Management contract or compensatory plan, contract or arrangement.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of NorthEast Community Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of financial condition of NorthEast Community Bancorp, Inc., and subsidiaries (the “Company”) as of December 31, 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ S.R. Snodgrass, P.C. (PCAOB ID 000 74 )
We have served as the Company’s auditor since 2021.
Cranberry Township, Pennsylvania
March 30, 2022
F- 1
Report of Independent Registered Public Accounting Firm
Northeast Community Bancorp, Inc.
White Plains, New York
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial condition of Northeast Community Bancorp, Inc. (the “Company”) as of December 31, 2020 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and the results of its operations and its cash flows for the year ended December 31, 2020 , in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion.
/s/ BDO USA, LLP (PCAOB ID 243 )
We have served as the Company’s auditor from 2013 to 2021.
New York, New York
March 8, 2021
F- 2
Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Financial Condition
December 31,
December 31,
2021
2020
(In thousands, except share
and per share amounts)
ASSETS
Cash and amounts due from depository institutions
$
8,344
$
7,613
Interest-bearing deposits
143,925
61,578
Total cash and cash equivalents
152,269
69,191
Certificates of deposit
100
100
Equity securities
19,943
10,332
Securities available-for-sale, at fair value
1
2
Securities held-to-maturity (fair value of $ 17,620 and $ 7,519 , respectively)
17,880
7,382
Loans receivable
972,851
824,708
Deferred loan costs, net
484
113
Allowance for loan losses
( 5,242 )
( 5,088 )
Net loans
968,093
819,733
Premises and equipment, net
23,907
18,675
Investments in restricted stock, at cost
1,569
1,595
Bank owned life insurance
25,291
24,691
Accrued interest receivable
4,283
3,838
Goodwill
651
651
Real estate owned
1,996
1,996
Property held for investment
1,481
1,518
Right of Use Assets – Operating
2,564
3,094
Right of Use Assets – Financing
359
363
Other assets
4,683
5,060
Total assets
$
1,225,070
$
968,221
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing
$
330,853
$
221,371
Interest bearing
596,311
550,335
Total deposits
927,164
771,706
Advance payments by borrowers for taxes and insurance
1,884
2,258
Federal Home Loan Bank advances
28,000
28,000
Lease Liability – Operating
2,604
3,115
Lease Liability – Financing
496
460
Accounts payable and accrued expenses
13,540
8,857
Total liabilities
973,688
814,396
F- 3
Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Financial Condition (Continued)
December 31,
December 31,
2021
2020
(In thousands, except share
and per share amounts)
Stockholders’ equity:
Preferred stock, $ 0.01 and $ 0.01 par value; 25,000,000 shares and 1,340,000 shares authorized; none issued or outstanding, respectively ¹
—
—
Common stock, $ 0.01 and $ 0.01 par value; 75,000,000 shares and 25,460,000 shares authorized; 16,377,936 shares and 17,721,500 shares issued; and 16,377,936 shares and 16,340,779 shares outstanding, respectively¹
$
164
$
132
Additional paid-in capital
145,335
56,901
Unearned Employee Stock Ownership Plan (“ESOP”) shares
( 8,301 )
( 1,296 )
Treasury stock – at cost, 0 and 1,380,721 shares, respectively¹
—
( 7,032 )
Retained earnings
114,323
105,305
Accumulated other comprehensive loss
( 139 )
( 185 )
Total stockholders’ equity
251,382
153,825
Total liabilities and stockholders’ equity
$
1,225,070
$
968,221
¹Shares amounts related to periods prior to the July 12, 2021 closing of the Company’s second-step conversion offering have been restated to give retroactive recognition to the 1.3400 exchange ratio applied in the conversion offering.
See notes to consolidated financial statements.
F- 4
Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Income
Years Ended December 31,
2021
2020
(In thousands, except per share amounts)
INTEREST INCOME:
Loans
$
47,898
$
48,202
Interest-earning deposits
115
360
Securities
391
415
Total Interest Income
48,404
48,977
INTEREST EXPENSE:
Deposits
4,359
9,254
Borrowings
706
687
Financing lease
36
36
Total Interest Expense
5,101
9,977
Net Interest Income
43,303
39,000
Provision for loan loss
3,610
814
Net Interest Income after Provision for Loan Losses
39,693
38,186
NON-INTEREST INCOME:
Other loan fees and service charges
1,568
1,045
Gain (loss) on disposition of equipment
7
( 61 )
Earnings on bank owned life insurance
600
609
Investment advisory fees
514
425
Unrealized (loss) gain on equity securities
( 389 )
288
Other
54
207
Total Non-Interest Income
2,354
2,513
NON-INTEREST EXPENSES:
Salaries and employee benefits
14,996
13,809
Occupancy expense
2,115
1,932
Equipment
993
917
Outside data processing
1,652
1,771
Advertising
139
168
Impairment loss on goodwill
-
98
Real estate owned expense
93
313
Other
6,485
6,080
Total Non-Interest Expenses
26,473
25,088
INCOME BEFORE PROVISION FOR INCOME TAXES
15,574
15,611
PROVISION FOR INCOME TAXES
3,669
3,282
NET INCOME
$
11,905
$
12,329
EARNINGS PER COMMON SHARE – BASIC AND DILUTED ¹
$
0.75
$
0.76
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED ¹
15,854
16,150
¹ Shares amounts related to periods prior to the July 12, 2021 closing of the Company’s second-step conversion offering have been restated to give retroactive recognition to the 1.3400 exchange ratio applied in the conversion offering.
See notes to consolidated financial statements.
F- 5
Table of Contents
Northeast Community Bancorp, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31,
2021
2020
(In thousands)
Net Income
$
11,905
$
12,329
Other comprehensive income (loss):
Defined benefit pension:
Reclassification adjustments out of accumulated other comprehensive income:
Amortization of prior service cost ¹
—
15
Amortization of actuarial loss ¹
31
14
Actuarial gain (loss) arising during period
27
( 136 )
Total
58
( 107 )
Income tax effect ²
( 12 )
23
Total other comprehensive (loss) income
46
( 84 )
Total Comprehensive Income
$
11,951
$
12,245
(1) Amounts are included in salaries and employees benefits in the audited consolidated statements of income as part of net periodic pension cost. See Note 17 for further information.
(2) Amounts are included in provision for income taxes in the audited consolidated statements of operations.
See notes to consolidated financial statements.
F- 6
Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
Years Ended December 31, 2021 and 2020
Accumulated
Additional
Other
Number of
Common
Paid- in
Unearned
Retained
Treasury
Comprehensive
Shares, net ¹
Stock
Capital
ESOP Shares
Earnings
Stock
Loss
Total
(In thousands, except share and per share amounts)
Balance – December 31, 2019
17,721,500
$
132
$
56,902
$
( 1,555 )
$
93,767
$
( 7,032 )
$
( 101 )
$
142,113
Net income
—
—
—
—
12,329
—
—
12,329
Other comprehensive loss
—
—
—
—
—
—
( 84 )
( 84 )
Cash dividend declared ($ 0.09 per share)
—
—
—
—
( 791 )
—
—
( 791 )
ESOP shares earned
—
—
( 1 )
259
—
—
—
258
Balance – December 31, 2020
17,721,500
$
132
$
56,901
$
( 1,296 )
$
105,305
$
( 7,032 )
$
( 185 )
$
153,825
Accumulated
Additional
Other
Number of
Common
Paid- in
Unearned
Retained
Treasury
Comprehensive
Shares, net ¹
Stock
Capital
ESOP Shares
Earnings
Stock
Loss
Total
(In thousands, except share and per share amounts)
Balance – December 31, 2020
17,721,500
$
132
$
56,901
$
( 1,296 )
$
105,305
$
( 7,032 )
$
( 185 )
$
153,825
Net income
—
—
—
—
11,905
—
—
11,905
Other comprehensive income
—
—
—
—
—
—
46
46
Cash dividend declared ($ 0.18 per share)
—
—
—
—
( 2,887 )
—
—
( 2,887 )
ESOP shares earned
—
—
108
823
—
—
—
931
Purchase of unearned common stock held by employee stock ownership plan
—
—
—
( 7,828 )
—
—
—
( 7,828 )
Second-step conversion and stock offering:
Conversion of existing shares
6,593,954
MHC shares sold in public offering, net of cost
9,784,077
32
95,358
—
—
—
—
95,390
Retirement of NECB, MHC shares
( 17,721,500 )
Fractional shares resulting from conversion of existing shares
( 95 )
Treasury stock retired
—
—
( 7,032 )
—
—
7,032
—
—
Balance – December 31, 2021
16,377,936
$
164
$
145,335
$
( 8,301 )
$
114,323
$
—
$
( 139 )
$
251,382
¹Shares amounts related to periods prior to the July 12, 2021 closing of the Company’s second-step conversion offering have been restated to give retroactive recognition to the 1.3400 exchange ratio applied in the conversion offering.
See notes to consolidated financial statements.
F- 7
Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31,
2021
2020
(In thousands)
Cash Flows from Operating Activities:
Net income
$
11,905
$
12,329
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of securities premiums and discounts
( 2 )
( 3 )
Provision for loan losses
3,610
814
Depreciation
1,117
1,067
Net amortization (accretion) of deferred loan fees and costs
82
( 165 )
Deferred income tax expense
118
( 33 )
Unrealized loss (gain) recognized on equity securities
389
( 288 )
Impairment of goodwill
—
98
Impairment of real estate owned
—
168
Earnings on bank owned life insurance
( 600 )
( 609 )
(Gain) loss on dispositions of premises and equipment
( 7 )
61
ESOP compensation expense
931
257
(Increase) decrease in accrued interest receivable
( 445 )
116
Decrease in other assets
830
1,754
Increase in accounts payable and accrued expenses
3,628
97
Net Cash Provided by Operating Activities
21,556
15,663
Cash Flows from Investing Activities:
Net increase in loans
( 166,670 )
( 72,500 )
Proceeds from sale of loans
17,758
—
Purchase of loans
( 3,140 )
—
Principal repayments on securities available-for-sale
1
3
Principal repayments on securities held-to-maturity
4,808
1,959
Purchase of marketable equity securities
( 10,000 )
—
Purchase of securities held-to-maturity
( 15,304 )
( 189 )
Proceeds from sale of fixed assets
109
120
Net redemptions (purchase) of restricted stock
26
( 247 )
Purchases of premises and equipment
( 6,451 )
( 1,262 )
Net Cash Used in Investing Activities
( 178,863 )
( 72,116 )
Cash Flows from Financing Activities:
Net increase (decrease) in deposits
155,458
( 7,453 )
Proceeds from FHLB of NY advances
—
7,000
Loan to ESOP
( 7,828 )
—
Issuance of common stock
95,390
—
Decrease in advance payments by borrowers for taxes and insurance
( 374 )
( 570 )
Cash dividends paid
( 2,261 )
( 1,008 )
Net Cash Provided (Used in) by Financing Activities
240,385
( 2,031 )
Net Increase (Decrease) in Cash and Cash Equivalents
83,078
( 58,484 )
Cash and Cash Equivalents – Beginning
69,191
127,675
Cash and Cash Equivalents – Ending
$
152,269
$
69,191
F- 8
Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Cash Flows (Continued)
Years Ended December 31,
2021
2020
(In thousands)
Supplementary Cash Flows Information:
Income taxes paid
$
3,569
$
3,425
Interest paid
$
4,982
$
9,984
Supplementary Disclosure of Non-Cash Investing and Financing Activities:
Recognition of right of use asset – operating
$
—
$
2,694
Recognition of lease liability – operating
$
—
$
2,694
Dividends declared and not paid
$
925
$
143
See notes to consolidated financial statements.
F- 9
Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
The following is a description of the Company’s business and significant accounting and reporting policies:
Nature of Business:
Northeast Community Bancorp, Inc. (the “Company”) is a Maryland corporation that was incorporated in May 2021 to be the successor to NorthEast Community Bancorp, Inc., a federally chartered corporation (the “Mid-Tier Holding Company”), upon completion of the second-step conversion of NorthEast Community Bank (the “Bank”) from the two-tier mutual holding company structure to the stock holding company structure. NorthEast Community Bancorp, MHC was the former mutual holding company for the Mid-Tier Holding Company prior to the completion of the second-step conversion. In conjunction with the second-step conversion, each of NorthEast Community Bancorp, MHC and the Mid-Tier Holding Company merged out of existence and now cease to exist. The second-step conversion was completed on July 12, 2021, at which time the Company sold, for gross proceeds of $ 97.8 million, a total of 9,784,077 shares of common stock at $ 10.00 per share. As part of the second-step conversion, each of the existing outstanding shares of Mid-Tier Holding Company common stock owned by persons other than NorthEast Community Bancorp, MHC was converted into 1.3400 shares of Company common stock. As a result of the second-step conversion, all share information has been subsequently revised to reflect the 1.3400 exchange ratio, unless otherwise noted.
The Bank is a New York State-chartered savings bank and completed its conversion from a federally-chartered savings bank effective as of the close of business on June 29, 2012. The Company’s primary activity is the ownership and operation of the Bank.
The Bank is headquartered in White Plains, New York. The Bank was founded in 1934 and is a community oriented financial institution dedicated to serving the financial services needs of individuals and businesses within its market area. The Bank currently conducts business through its ten branch offices located in Bronx, New York, Orange, Rockland and Westchester Counties in New York and Essex, Middlesex and Norfolk Counties in Massachusetts and three loan production offices located in White Plains, New York, New City, New York and Danvers, Massachusetts.
The Bank’s principal business consists of originating primarily construction loans and, to a lesser extent, commercial and industrial loans and multifamily and mixed-use residential real estate loans and non-residential real estate loans. The Bank offers a variety of retail deposit products to the general public in the areas surrounding its main office and its branch offices, with interest rates that are competitive with those of similar products offered by other financial institutions operating in its market area. The Bank also utilizes borrowings as a source of funds. The Bank’s revenues are derived primarily from interest on loans and, to a lesser extent, interest on investment securities and mortgage-backed securities. The Bank also generates revenues from other income including deposit fees, service charges and investment advisory fees.
The Bank also offers investment advisory and financial planning services under the name Harbor West Wealth Management Group, a division of the Bank, through a networking arrangement with a registered broker-dealer and investment advisor.
New England Commercial Properties LLC (“NECP”), a New York limited liability company and wholly owned subsidiary of the Bank, was formed in October 2007 to facilitate the purchase or lease of real property by the Bank. New England Commercial Properties, LLC currently owns one foreclosed property located in Pennsylvania.
NECB Financial Services Group, LLC (“NECB Financial”), a New York limited liability company and wholly owned subsidiary of the Bank, was formed in the third quarter of 2012 as a complement to Harbor West Wealth Management Group to sell life insurance and fixed rate annuities. NECB Financial is licensed in the States of New York and Connecticut.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
72 West Eckerson LLC (“72 West Eckerson”), a New York limited liability company and wholly owned subsidiary of the Bank, was formed in April 2015 to facilitate the purchase or lease of real property by the Bank and currently owns the Bank branch locations in Spring Valley, New York and Monroe, New York.
166 Route 59 Realty LLC (“166 Route 59 Realty”), a New York limited liability company and wholly owned subsidiary of the Bank, was formed in April 2021 to facilitate the purchase or lease of real property by the Bank and currently owns the Bank branch located in Airmont, New York.
3 Winterton Realty LLC, a New York limited liability company and wholly owned subsidiary of the Bank, was formed in October 2021 to facilitate the purchase or lease of real property by the Bank and currently owns the property for a Bank branch located in Bloomingburg, New York.
Principles of Consolidation:
The consolidated financial statements include the accounts of the Company, the Bank, NECP, NECB Financial, 72 West Eckerson, 166 Route 59 Realty, and 3 Winterton Realty LLC (collectively the “Company”) and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All significant inter-company accounts and transactions have been eliminated in consolidation. The accounting and reporting policies of the Company and its subsidiaries conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-K and Article 10 of Regulation S-X. When necessary, certain reclassifications were made to prior year amounts to conform with current year presentation.
Use of Estimates:
The preparation of consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect certain recorded amounts and disclosures. Accordingly, actual results could differ from those estimates.
The most significant estimate pertains to the allowance for loan losses. The borrowers’ abilities to meet contractual obligations and collateral value are the most significant assumptions used to arrive at the estimate. The risks associated with such estimates arise when unforeseen conditions affect the borrowers’ abilities to meet the contractual obligations of the loan and result in a decline in the value of the supporting collateral. Such unforeseen changes may have an adverse effect on the consolidated results of operations and financial position of the Company.
In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.
Additionally, the Company is exposed to significant changes in market interest rates. Such changes could have an adverse effect on consolidated earnings and consolidated financial position, particularly in those situations in which the maturities or re-pricing of assets are different than the maturities or re-pricing of the supporting liabilities.
Cash and Cash Equivalents:
Cash and cash equivalents include cash and amounts due from depository institutions and interest-bearing deposits in other banks, all with original maturities of 90 days or less.
Certificates of Deposit:
Certificates of deposit are carried at cost which approximates fair value and have maturities of less than one year.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Securities:
The Company classifies its debt securities as held to maturity or available for sale at the time of purchase. Held to maturity securities are those debt securities which management has the intent and the Company has the ability to hold to maturity and are reported at amortized cost (unless there is other than temporary impairment). Available for sale securities are those debt securities which are neither held to maturity securities nor trading securities and are reported at fair value, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity.
If the fair value of a security is less than its amortized cost, the security is deemed to be impaired. Management evaluates all securities with unrealized losses quarterly to determine if such impairments are temporary or other-than-temporary. Temporary impairments on available for sale securities are recognized, on a tax-effected basis, through other comprehensive income (loss) (“OCI”) with offsetting adjustments to the carrying value of the security and the balance of related deferred taxes. Temporary impairments on held to maturity securities are not recorded in the consolidated financial statements; however, information concerning the amount and duration of unrealized losses on held to maturity securities is disclosed.
Other-than-temporary impairments on debt securities that the Company has decided to sell, or will, more likely than not, be required to sell prior to the full recovery of fair value to a level equal to or exceeding amortized cost, are recognized in earnings. If either of these conditions regarding the likelihood of sale apply for a debt security, the other-than-temporary impairment is bifurcated into credit-related and noncredit-related components. Credit-related impairment generally represents the amount by which the present value of the cash flows that are expected to be collected on a debt security fall below its amortized cost. The noncredit-related component represents the remaining portion of the impairment not otherwise designated as credit-related. The Company recognizes credit-related other-than-temporary impairments in earnings. Noncredit-related other-than-temporary impairments on debt securities are recognized in OCI. Premiums and discounts on all securities are amortized/accreted to maturity by use of the level-yield method. Gain or loss on sales of securities is based on the specific identification method.
Equity securities are carried at fair value with changes in fair value reported in income.
Loans Receivable:
Loans are stated at unpaid principal balances plus net deferred loan origination fees and costs less an allowance for loan losses. Interest on loans receivable is recorded on the accrual basis. An allowance for uncollected interest is established on loans where management has determined that the borrowers may be unable to meet contractual principal and/or interest obligations or where interest or principal is 90 days or more past due, unless the loans are well secured with a reasonable expectation of collection. When a loan is placed on nonaccrual, an allowance for uncollected interest is established and charged against current income. Thereafter, interest income is not recognized unless the financial condition and payment record of the borrower warrant the recognition of interest income. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt. Interest on loans that have been restructured is accrued according to the renegotiated terms. Net loan origination fees and costs are deferred and amortized into interest income over the contractual lives of the related loans by use of the level yield method. Past due status of loans is based upon the contractual due date.
Prepayment penalties received on loans which pay in full prior to the scheduled maturity are included in interest income in the period the prepayment penalties are collected.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Allowance for Loan Losses:
The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the statement of financial condition date and is recorded as a reduction to loans. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely.
The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.
Risk characteristics associated with the types of loans we underwrite are as follows:
Multi-family, Mixed-use and Non-residential Real Estate Loans . Loans secured by multi-family, mixed-use and non-residential real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential mortgage loans. Of primary concern in multi-family, mixed-use and non-residential real estate lending is the current and potential cash flow of the property and the borrower’s demonstrated ability to operate that type of property. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or the economy.
Commercial and Industrial Loans . Unlike residential mortgage loans, which are generally made on the basis of a borrower’s ability to make repayment from the operation and cash flow from the real property whose value tends to be more ascertainable, commercial and industrial loans are of higher risk and tend to be made on the basis of a borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial and industrial loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value.
Construction Loans . Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate due to (1) the increased difficulty and costs of monitoring the loan; and (2) the increased difficulty of working out loan problems. We minimize this risk by concentrating on multi-family and mixed-use projects and by limiting the Company’s activity to known borrowers in areas considered unique communities with very strong demand outpacing the supply of residential housing.
Consumer Loans. We offer personal loans, loans secured by passbook savings accounts, certificates of deposit accounts or statement savings accounts, and overdraft protection for checking accounts. We do not believe these loans represent a significant risk of loss to the Company.
The allowance consists of specific and general reserves. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, a specific allowance is established or a partial charge-off is taken when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. If an impairment is identified, the Company charges off the impaired portion immediately. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.
Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment records, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis.
The Company does not evaluate individual 1-4 family residential real estate and consumer loans for impairment, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring.
The estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral or discounted cash flows.
For loans secured by real estate, estimated fair values are determined primarily through in-house or third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal, the current value based on the current loan to value and debt coverage ratios as calculated by the troubled debt officer and the executive committee, and the condition of the property. Appraised values might be discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property, if any.
For loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.
The general component covers pools of loans by loan class including loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate and consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates, adjusted for qualitative factors. These qualitative risk factors include:
1. Changes in policies and procedures in underwriting standards and collections.
2. Changes in economic conditions.
3. Changes in nature and volume of lending.
4. Experience of origination team.
5. Changes in past due loan volume and severity of classified assets.
6. Quality and scope of the loan review system.
7. Debt coverage ratios and loan-to-value averages in existing portfolio.
8. Concentrations of credit.
9. Legal and regulatory issues.
Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payments, for commercial, residential and consumer loans. Credit quality risk ratings include regulatory classifications of pass, special mention, substandard, doubtful and loss. Loans classified as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
loans that may be inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.
Loans classified as doubtful have all the weaknesses inherent in loans classified as substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable.
Loans classified as loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass.
The allowance calculation for each pool of loans is also based on the loss factors that reflect the Company’s historical charge-off experience adjusted for current economic conditions applied to loan groups with similar characteristics or classifications in the current portfolio. To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a proprietary structured loan rating process which allows for a periodic review of its loan portfolio and the early identification of potential impaired loans. These proprietary systems, depending on the type of loan, take into consideration factors such as project location, loan duration, loan to value or loan to cost, property condition, borrower experience, guarantor strength, tenant concentration, projected debt-service coverage, absorption rate, sponsor’s experience, and as well as other factors.
Loans whose terms are modified are classified as troubled debt restructurings if the Company grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary reduction in interest rate or an extension of a loan’s stated maturity date at a below market rate. In measuring the impairment associated with restructured loans that qualify as troubled debt restructurings, the Company compares the present value of the cash flows that are expected to be received in accordance with the loan’s modified terms, discounted at the loan’s original contractual interest rate, with the pre-modification carrying value to measure impairment. Adversely classified, non-accrual troubled debt restructurings may be returned to accrued status if principal and interest payments, under the modified terms, are current for six consecutive months after modification. All troubled debt restructured loans are classified as impaired.
Based on management’s comprehensive analysis of the loan portfolio, management believes the allowance for loan losses is appropriate as of December 31, 2021 and 2020, respectively.
Concentration of Risk:
The Company’s lending activity is concentrated in construction and permanent loans secured by multi-family and non-residential real estate located primarily in the Northeast and Mid-Atlantic regions of the United States. As of December 31, 2021 and 2020, the Company had construction loans located in New York State totaling $ 279.1 million and $ 181.9 million in the Bronx, $ 85.5 million and $ 96.1 million in the Village of Spring Valley, $ 61.2 million and $ 69.5 million in the Town of Palm Tree, $ 87.5 million and $ 66.9 million in the Hamlet of Monsey, $ 51.5 million and $ 63.3 million in Brooklyn and $ 15.2 million and $ 18.6 million in the Town of Monroe.
The Company also had deposits in excess of the FDIC insurance limit at other financial institutions. At December 31, 2021 and 2020, such deposits totaled $ 125.0 million and $ 47.2 million held by the Federal Reserve Bank of New York, $ 21.9 million and $ 10.0 million held by the Federal Home Loan Bank of New York, and $ 1.0 million and $ 4.4 million held by Atlantic Community Bankers Bank (“ACBB”). Generally, deposits in excess of $250,000 are not insured by the FDIC.
Premises and Equipment:
Land is stated at cost. Buildings and improvements, leasehold improvements and furnishings and equipment are stated at cost less accumulated depreciation and amortization computed on the straight-line method over the following useful lives:
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Years
Buildings
30 – 50
Building improvements
10 – 50
Leasehold improvements
1 – 15
Furnishings and equipment
3 – 5
Maintenance and repairs are charged to operations in the years incurred.
Property and equipment are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable. In evaluating property and equipment for recoverability, we use our best estimate of future cash flows expected to result from the use of the asset and its eventual disposition. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value. The Company did not have impairment recorded for property and equipment in 2021 and 2020.
Bank Owned Life Insurance (“BOLI”):
The Company owns life insurance on the lives of certain of its officers. The cash surrender value is recorded as an asset and the change in cash surrender value is included in non-interest income and is tax-exempt. The BOLI can be liquidated, if necessary, with tax consequences. However, the Company intends to hold these policies and, accordingly, the Company has not provided for deferred income taxes on the earnings from the increase in cash surrender value.
Investments in Restricted Stock:
Federal law requires a member institution of the Federal Home Loan Bank (“FHLB”) system to hold stock of its district FHLB according to a predetermined formula. The Company also owns restricted stock in Atlantic Community Bancshares, Inc. (ACBI), holding company of ACBB, a correspondent banker’s bank. These stocks are carried at cost. At December 31, 2021 and 2020, the Company had $ 1.5 million and $ 1.5 million in FHLB stock, and $ 70,000 and $ 70,000 in ACBB stocks.
Goodwill:
Goodwill at December 31, 2021 and 2020 totaled $ 651,000 and $ 651,000 , respectively, and consists of goodwill acquired in the business combination completed by the Company in November 2007. The Company tests goodwill during the fourth quarter of each year for impairment, or more frequently if certain indicators are present or changes in circumstances suggest that impairment may exist. The Company utilizes a two-step approach. The first step requires a comparison of the carrying value of the reporting unit to the fair value of the unit. The Company estimates the fair value of the reporting unit through internal analyses and external valuation, which utilizes an income approach based on the present value of future cash flows. If the carrying value of the reporting unit exceeds its fair value, impairment exists and the Company will perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any. The second step of the goodwill impairment test, if necessary, compares the implied fair value of a reporting unit’s goodwill with its carrying value.
The implied fair value of goodwill is determined in the same manner that the amount of goodwill recognized in a business combination is determined. The Company allocates the fair value of the reporting unit to all of the assets and liabilities of that unit, including identifiable intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. No impairment charges were recorded in 2021. Impairment charges of $ 98,000 were recorded in 2020 due to a decrease in the assets under management resulting in an expected decrease in fee revenue from this division.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Real Estate Owned:
Real estate owned is carried at the lower of cost or fair value of the related property, as determined by current appraisals less estimated costs to sell. Foreclosed real estate is initially recorded at the fair value of property acquired minus estimated costs to sell at the date of foreclosure, establishing a new cost basis. Write-downs on these properties, which occur after the initial transfer from the loan portfolio, are recorded as operating expenses. Costs of holding such properties are charged to non-interest expense in the current period. Gains, to the extent allowable, and losses on the disposition of these properties are reflected in the real estate owned expense in the consolidated statement of income.
Property Held for Investment:
Land is stated at cost. Buildings and improvements are stated at cost less accumulated depreciation computed on the straight-line method over the useful lives between 30 to 50 years for buildings and 10 to 50 years for building improvements.
Property held for investment is evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable. In evaluating property held for investment for recoverability, we use our best estimate of future cash flows expected to result from the use of the asset and its eventual disposition. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value. The Company did not have impairment recorded for property held for investment in 2021 and 2020.
Income Taxes:
The Company files a consolidated federal income tax return. Income taxes are allocated to the Company, Bank, NECP, and NECB Financial based upon their respective income or loss included in the consolidated income tax return. The Company, the Bank, NECP, and NECB Financial file combined or separate state and city income tax returns depending on the particular requirements of each jurisdiction.
Federal, state and city income tax expense has been provided on the basis of reported income. The amounts reflected on the tax returns differ from these provisions due principally to temporary differences in the reporting of certain items for financial reporting and income tax reporting purposes. The tax effect of these temporary differences is accounted for as deferred taxes applicable to future periods. Deferred income tax expense or benefit is determined by recognizing deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The realization of deferred tax assets is assessed and a valuation allowance provided, when necessary, for that portion of the asset, which is not more likely than not to be realized.
The Company accounts for uncertainty in income taxes recognized in its consolidated financial statements in accordance with ASC Topic 740, “Income Taxes”, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has not identified any significant income tax uncertainties through the evaluation of its income tax positions for the years ended December 31, 2021 and 2020, and has not recognized any liabilities for tax uncertainties as of December 31, 2021 and 2020. The Company’s policy is to recognize income tax related interest and penalties in income tax expense; such amounts were not significant during the years ended December 31, 2021 and 2020. The tax years subject to examination by federal, state, and city taxing authorities are 2018 through 2021.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Other Comprehensive Income (Loss):
The Company records in accumulated other comprehensive income (loss), net of related deferred income taxes, unrealized gains and losses on available for sale securities and the prior service cost and actuarial gains and losses related to the Outside Directors Retirement Plan (“DRP”) that have not yet been recognized in expense.
Gains and losses on the sale of securities, if any, are reclassified to non-interest income upon the sale of the related securities or upon the recognition of a security impairment loss and a portion of the prior service cost and actuarial gains and losses of the DRP are reclassified to non-interest expense.
At December 31, 2021, accumulated other comprehensive loss totaled $ 139,000 and included $ 183,000 in prior service cost and actuarial losses of the DRP net of $ 44,000 of related deferred income taxes. At December 31, 2020, accumulated other comprehensive loss totaled $ 185,000 and included $ 241,000 in prior service cost and actuarial losses of the DRP net of $ 56,000 of related deferred income taxes.
Net Income Per Common Share:
Basic net income per common share is calculated by dividing the net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Unallocated common shares held by the Employee Stock Ownership Plan (“ESOP”) are not included in the weighted-average number of common shares outstanding for purposes of calculating basic net income per common share until they are committed to be released. There were no dilutive common share equivalents at December 31, 2021 or 2020.
Stockholders’ Equity:
The authorized capital stock of the Company under its federal charter consists of 75,000,000 shares of common stock, par value of $ 0.01 per share, and 25,000,000 shares of preferred stock, par value of $ 0.01 per share. Each share of common stock has the same relative rights as, and is identical in all respects with, each other share of common stock. At December 31, 2021 and 2020, the Company has issued 16,377,936 shares and 17,721,500 shares of common stock with 16,377,936 shares and 16,340,779 shares outstanding. The Company has not issued any preferred stock.
Employee Stock Ownership Plan (ESOP):
The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of shareholders’ equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings. Dividends on unallocated ESOP shares are recorded as a reduction of the ESOP loan.
Treasury Stock:
The Company records treasury stock at cost.
Segment Information:
The Company reports certain financial information about significant revenue-producing segments of the business for which such information is available and utilized by the chief operating decision makers. Substantially most of the Company’s operations occur through the bank and involve the delivery of loan and deposit products to customers. Small portion of the Company’s operations occurs through wealth management advisory service to customers. Management makes operating decisions and assesses performance based on an ongoing review of its banking and advisory service. The wealth management operation does not meet the quantitative threshold requirement to be disclosed separately.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Off-Balance-Sheet Financial Instruments:
In the ordinary course of business, the Company enters into off-balance-sheet financial instruments consisting of commitments to extend credit. Such financial instruments are recorded in the consolidated statement of financial condition when funded.
COVID-19 Pandemic:
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID-19”) originating in Wuhan, China and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020 and based on the rapid increase in exposure globally, WHO classified COVID-19 as a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections.
The full impact of COVID-19 continues to evolve as of the date of this report. The outbreak of COVID-19 has, and is anticipated to continue to, adversely impact a broad range of industries in which customers of the Company operate and impair their ability to fulfill their financial obligations to the Company. In addition, the spread of COVID-19 has caused and will likely continue to cause significant disruptions in the U.S. economy and is highly likely to continue to disrupt banking and other financial activities in the areas in which the Company operates. The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions and the ability of borrowers to repay their obligations to us on a timely basis or if at all. If the global response to contain COVID-19 escalates or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations, and cash flows.
Although the full magnitude of the pandemic is uncertain, management is actively monitoring the impact of the global situation on the banking industry and the Company’s financial condition, liquidity, future results of operations, and workforce. Given the daily evolution of COVID-19 and the global responses to curb the spread of COVID-19, the Company is currently unable to estimate and quantify the effects of this crisis on the Company’s results of operations, financial condition, or liquidity for 2021.
Nevertheless, the adverse economic effects of COVID-19 might lead to an increase in credit risk on the Company’s construction loan, commercial and industrial loan, and multi-family, mixed-use, and non-residential real estate loan portfolios. Likewise, the Company is also monitoring the fluctuations in the markets as it pertains to interest rates and the impact on deposits and fair value of our securities portfolio for other than temporary impairment.
To curtail the spread of COVID-19, the Company temporarily closed one branch due to its location in an enclosed shopping mall and the lobby, except by appointment only, of the other eight branches. Currently, all our nine branches have resumed normal operations in servicing our customers.
On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief and Economic Security (“CARES”) Act in response to the COVID-19 pandemic. This legislation aims at providing relief for individuals and businesses that have been negatively impacted by the COVID-19 pandemic.
The CARES Act includes a provision for the Company to opt out of applying the “troubled-debt restructuring” (“TDR”) accounting guidance in ASC 310-40 for certain loan modifications. Loan modifications made between March 1, 2020 and the earlier of (1) December 30, 2020 or (2) 60 days after the President declares a termination of the COVID-19 national emergency are eligible for this relief if the related loans were not more than 30 days past due as of December 31, 2019.
On December 27, 2020, the Coronavirus Response and Relief Supplemental Appropriations Act of 2021 was signed into law, which also contains provisions that could directly impact financial institutions, including extending the time that insured depository institutions and depository institution holding companies have to comply with the current
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
expected credit losses (“CECL”) accounting standard and extending the authority granted to banks under the CARES Act to elect to temporarily suspend the requirements under U.S. GAAP applicable to troubled debt restructurings for loan modifications related to the COVID-19 pandemic for any loan that was not more than 30 days past due as of December 31, 2019. The act directs financial regulators to support community development financial institutions and minority depository institutions and directs Congress to re-appropriate $ 429 billion in unobligated CARES Act funds. The Payroll Protection Program (PPP), which was originally established under the CARES Act, was also extended under the Coronavirus Response and Relief Supplemental Appropriations Act of 2021.
Due to the impact of COVID-19 on our borrowers, we granted during the years ended December 31, 2020 and December 31, 2021 eligible loan modifications under the CARES Act in the form of payment deferral of principal and interest to 196 loans totaling $ 190.9 million at the time payment deferral was requested. Subsequently, 109 loans totaling $ 106.4 million were paid off and 86 loans totaling $ 84.5 million are no longer on deferral status. As of December 31, 2021, we had one loan totaling $ 79,000 still in deferral status. As of February 1, 2022, the loan was returned to normal payment status. The granting of the payment deferrals had no significant impact on our evaluation of the allowance for loan losses. We did not grant any PPP loans pursuant to the CARES Act or the Coronavirus Response and Relief Supplemental Appropriations Act of 2021.
While the Company considers these disruptions to be temporary, if the disruptions continue, this might have an adverse effect on the Company’s results of operations, financial position, and liquidity in 2022. Further, a decrease in the results of future operations might place a strain on the Company’s regulatory capital ratios.
Note 2 – Mutual Holding Company Reorganization and Regulatory Matters
On July 5, 2006, the Bank reorganized from a mutual savings bank to a mutual holding company structure. In the reorganization, the Company sold 5,951,250 shares of its common stock to the public and issued 7,273,750 shares of its common stock to Northeast Community Bancorp, MHC (“MHC”). As disclosed in note 1, in conjunction with the completion of the second-step conversion on July 12, 2021, each of NorthEast Community Bancorp, MHC and the Mid-Tier Holding Company merged out of existence and now cease to exist.
The Federal Deposit Insurance Corporation (“FDIC”) and the New York State Department of Financial Services (“NYS”) are the Bank’s primary regulator. Under New York State Banking Law, New York state-chartered stock-form savings banks may declare and pay dividends out of their net profits, unless there is an impairment of capital, but approval of the NYS Superintendent is required if the total of all dividends declared by the bank in a calendar year would exceed the total of its net profits for that year combined with its retained net profits for the preceding two years less prior dividends paid. The FDIC also has authority to use its enforcement powers to prohibit a savings bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe and unsound practice.
The Company and its subsidiary Bank are subject to regulatory capital requirements promulgated by the federal banking agencies. The Federal Reserve establishes capital requirements, including well capitalized standards, for the consolidated financial holding company, and the FDIC has similar requirements for the Company’s subsidiary bank. Prior to January 1, 2015, quantitative measures were established by regulation to ensure capital adequacy which required the Bank to maintain minimum amounts and ratios of Total, Tier 1 capital (as defined by regulations) to risk-weighted assets (as defined), and of Core tier 1 capital to adjusted total assets (as defined).
Effective January 1, 2015, the Company adopted the Basel III final rule. Based on the Company’s capital levels and statement of condition composition at December 31, 2019, the implementation of the new rule had no material impact on our regulatory capital level or ratios at the Bank level. The new rule established limits at the Company level and increased the minimum Tier 1 capital to risk based assets requirement from 4 % to 6 % of risk-weighted assets; established a new common equity Tier 1 capital; and assigned a higher risk weight ( 150 %) to exposures that are more than 90 days past due or are on nonaccrual and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The new rule has a capital conservation buffer requirement that was
F- 20
Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 2 – Mutual Holding Company Reorganization and Regulatory Matters (continued)
phased in at a rate of 0.625 % annually beginning January 1, 2016 through January 1, 2019, when full capital conservation buffer requirement of 2.50 % became effective. The Bank met all capital adequacy requirements to which it was subject as of December 31, 2021 and 2020. The following table presents information about the Bank’s capital levels at the dates presented:
Regulatory Capital Requirements
Minimum Capital
For Classification as
Actual
Adequacy(1)
Well-Capitalized
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in Thousands)
As of December 31, 2021:
Total capital (to risk-weighted assets)
$
196,155
15.28
%
$
≥ 102,702
≥ 8.00
%
$
≥ 128,377
≥ 10.00
%
Tier 1 capital (to risk-weighted assets)
190,941
14.87
≥ 77,026
≥ 6.00
≥ 102,702
≥ 8.00
Common equity tier 1 capital (to risk-weighted assets)
190,941
14.87
≥ 57,770
≥ 4.50
≥ 83,445
≥ 6.50
Core (Tier 1) capital (to adjusted total assets)
190,941
16.79
≥ 45,486
≥ 4.00
≥ 56,857
≥ 5.00
As of December 31, 2020:
Total capital (to risk-weighted assets)
$
143,021
13.72
%
$
≥ 83,399
≥ 8.00
%
$
≥ 104,249
≥ 10.00
%
Tier 1 capital (to risk-weighted assets)
137,962
13.23
≥ 62,550
≥ 6.00
≥ 83,399
≥ 8.00
Common equity tier 1 capital (to risk-weighted assets)
137,962
13.23
≥ 46,912
≥ 4.50
≥ 67,762
≥ 6.50
Core (Tier 1) capital (to adjusted total assets)
137,962
14.79
≥ 37,304
≥ 4.00
≥ 46,629
≥ 5.00
(1)
Ratios do not include the capital conservation buffer.
Based on the most recent notification by the FDIC, the Bank was categorized as “well capitalized” under the regulatory framework for prompt corrective action. There have been no conditions or events that have occurred since notification that management believes have changed the Bank’s category.
Note 3 - Financial Instruments with Off-Balance Sheet Risk
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition.
The Company’s 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. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
December 31,
2021
2020
(In Thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit
$
174,355
$
129,066
Construction loans in process
436,916
327,336
Stand-by letters of credit
6,922
7,002
Commitments to fund unused lines of credit:
Commercial and industrial lines
130,697
101,855
Multi-family real estate equity lines
—
—
Consumer lines
90
94
$
748,980
$
565,353
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 3 - Financial Instruments with Off-Balance Sheet Risk (continued)
Commitments to extend credit are legally binding 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. The amount of collateral obtained, if deemed necessary by the Company, is based on management’s credit evaluation of the borrower.
Note 4 – Equity Securities
The following table is the schedule of Equity Securities at December 31, 2021 and 2020.
December 31,
2021
2020
(In Thousands)
Equity Securities, at Fair Value
$
19,943
$
10,332
The following is a summary of unrealized gains recognized in net income on equity securities during the year ended December 31, 2021 and 2020:
December 31,
2021
2020
(In Thousands)
Net gain (loss) recognized on equity securities during the period
$
( 389 )
$
288
Less: Net losses realized on the sale of equity securities during the period
—
—
Unrealized net gain (loss) recognized on equity securities held at the reporting date
$
( 389 )
$
288
Note 5 – Securities Available-for-Sale
The following table summarized the Company’s portfolio of securities available-for-sale at December 31, 2021 and 2020.
December 31, 2021
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
Mortgage-backed securities – residential:
Federal Home Loan Mortgage Corporation
$
1
$
—
$
—
$
1
$
1
$
—
$
—
$
1
December 31, 2020
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
Mortgage-backed securities – residential:
Federal Home Loan Mortgage Corporation
$
2
$
—
$
—
$
2
$
2
$
—
$
—
$
2
There were no sales of securities available-for-sale during the years ended December 31, 2021 and 2020.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 5 – Securities Available-for-Sale (continued)
Contractual final maturities of mortgage-backed securities were as follows:
December 31, 2021
Amortized Cost
Fair Value
(In Thousands)
Due after one year but within five years
$
1
$
1
$
1
$
1
The maturities shown above are based upon contractual final maturity. Actual maturities will differ from contractual maturities due to scheduled monthly repayments and due to the underlying borrowers having the right to prepay their obligations. At December 31, 2021 and 2020, the Company had no unrealized loss on securities available-for-sale.
Note 6 – Securities Held-to-Maturity
The following table summarized the Company’s portfolio of securities held-to-maturity at December 31, 2021 and 2020.
December 31, 2021
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
Municipal Bonds
$
10,017
$
7
$
267
$
9,757
Mortgage-backed securities – residential:
Government National Mortgage Association
$
656
$
19
$
—
$
675
Federal Home Loan Mortgage Corporation
1,059
—
5
1,054
Federal National Mortgage Association
2,695
23
6
2,712
Collateralized mortgage obligations – GSE
3,453
18
49
3,422
$
7,863
$
60
$
60
$
7,863
$
17,880
$
67
$
327
$
17,620
December 31, 2020
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
Municipal Bonds
$
4,189
$
—
$
—
$
4,189
Mortgage-backed securities – residential:
Government National Mortgage Association
$
933
$
25
$
—
$
958
Federal Home Loan Mortgage Corporation
59
—
1
58
Federal National Mortgage Association
1,097
45
—
1,142
Collateralized mortgage obligations – GSE
1,104
68
—
1,172
$
3,193
$
138
$
1
$
3,330
$
7,382
$
138
$
1
$
7,519
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 6 – Securities Held-to-Maturity (continued)
Contractual final maturities of mortgage-backed securities and municipal bonds were as follows at December 31, 2021:
December 31, 2021
Amortized
Fair
Cost
Value
(In Thousands)
Due within one year
$
538
$
739
Due after one but within five years
1,779
2,173
Due after five but within ten years
1,652
1,889
Due after ten years
13,911
12,819
$
17,880
$
17,620
The maturities shown above are based upon contractual final maturity. Actual maturities will differ from contractual maturities due to scheduled monthly repayments and due to the underlying borrowers having the right to prepay their obligations.
The age of unrealized losses and the fair value of related securities held-to-maturity were as follows:
Less than 12 Months
12 Months or More
Total
Gross
Gross
Gross
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
(In Thousands)
December 31, 2021:
Municipal Bonds
$
9,134
$
267
$
—
$
—
$
9,134
$
267
Mortgage-backed securities – residential:
Federal Home Loan Mortgage Corporation
$
1,004
$
5
$
—
$
—
$
1,004
$
5
Federal National Mortgage Association
2,035
6
—
—
2,035
6
Collateralized mortgage obligations – GSE
907
49
—
—
907
49
3,946
60
—
—
3,946
60
$
13,080
$
327
$
—
$
—
$
13,080
$
327
Less than 12 Months
12 Months or More
Total
Gross
Gross
Gross
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
(In Thousands)
December 31, 2020:
Federal Home Loan Mortgage Corporation
$
42
$
1
$
—
$
—
$
42
$
1
$
42
$
1
$
—
$
—
$
42
$
1
At December 31, 2021, four mortgage-backed security and three municipal bonds had unrealized loss. Management concluded that the unrealized loss reflected above was temporary in nature since the unrealized loss was related primarily to market interest rates for the mortgage-backed security and discounted yields for the municipal bonds, and not related to the underlying credit quality of the issuers of the securities. Additionally, the Company has the ability and intent to hold the securities for the time necessary to recover the amortized cost. At December 31, 2020, there was one mortgage-backed security with unrealized loss. one mortgage-backed security had unrealized loss. Management concluded that the unrealized loss reflected above for the mortgage-backed security was temporary in nature since the loss was related primarily to market interest rates and not related to the underlying credit quality of
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 6 – Securities Held-to-Maturity (continued)
the issuer of the security. Additionally, the Company has the ability and intent to hold the security for the time necessary to recover the amortized cost.
Note 7 - Loans Receivable and the Allowance for Loan Losses
The composition of loans were as follows at December 31:
December 31,
2021
2020
(In Thousands)
Residential real estate:
One-to-four family
$
7,189
$
6,170
Multi-family
84,425
90,506
Mixed-use
28,744
30,508
Total residential real estate
120,358
127,184
Non-residential real estate
50,016
60,665
Construction
683,830
545,788
Commercial and industrial
118,378
90,577
Consumer
269
494
Total Loans
972,851
824,708
Allowance for loan losses
( 5,242 )
( 5,088 )
Deferred loan (fees) costs, net
484
113
$
968,093
$
819,733
Loans serviced for the benefit of others totaled approximately $ 14,610,000 and $ 11,876,000 at December 31, 2021 and 2020, respectively. The value of mortgage servicing rights was not material at December 31, 2021 and 2020. The Company did not issue PPP loans associated with the CARES Act in 2021 and 2020.
The Company had no loans to related parties at December 31, 2021 and 2020. In addition, the Company did not originate any loans to related parties in 2021 and 2020.
The Company sold loan participations totaling $ 14.6 million in 2021 and sold no loan participations in 2020.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 7 - Loans Receivable and the Allowance for Loan Losses (continued)
The following is an analysis of the activity in the allowance for loan losses and related information concerning loan balances:
As of and For the Year Ended December 31, 2021:
Non-
Commercial
Residential
residential
and
Real Estate
Real Estate
Construction
Industrial
Consumer
Unallocated
Total
(In Thousands)
Allowance for loan losses:
Ending balance
$
571
$
381
$
3,143
$
973
$
10
$
164
$
5,242
Ending balance: individually evaluated for impairment
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Ending balance: collectively evaluated for impairment
$
571
$
381
$
3,143
$
973
$
10
$
164
$
5,242
Loans receivable:
Ending balance
$
120,358
$
50,016
$
683,830
$
118,378
$
269
$
—
$
972,851
Ending balance: individually evaluated for impairment
$
876
$
746
$
—
$
—
$
—
$
—
$
1,622
Ending balance: collectively evaluated for impairment
$
119,482
$
49,270
$
683,830
$
118,378
$
269
$
—
$
971,229
As of and For the Year Ended December 31, 2020:
Non-
Commercial
Residential
residential
and
Real Estate
Real Estate
Construction
Industrial
Consumer
Unallocated
Total
(In Thousands)
Allowance for loan losses:
Ending balance
$
707
$
519
$
3,068
$
774
$
20
$
—
$
5,088
Ending balance: individually evaluated for impairment
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Ending balance: collectively evaluated for impairment
$
707
$
519
$
3,068
$
774
$
20
$
—
$
5,088
Loans receivable:
Ending balance
$
127,184
$
60,665
$
545,788
$
90,577
$
494
$
—
$
824,708
Ending balance: individually evaluated for impairment
$
2,009
$
4,461
$
—
$
—
$
—
$
—
$
6,470
Ending balance: collectively evaluated for impairment
$
125,175
$
56,204
$
545,788
$
90,577
$
494
$
—
$
818,238
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 7 - Loans Receivable and the Allowance for Loan Losses (continued)
The activity in the allowance for loan loss by loan class for the years ended December 31, 2021 and 2020 was as follows:
Non-
Commercial
Residential
residential
and
Real Estate
Real Estate
Construction
Industrial
Consumer
Unallocated
Total
(In Thousands)
Allowance for loan losses:
Balance - December 31, 2020
$
707
$
519
$
3,068
$
774
$
20
$
—
$
5,088
Charge-offs
—
( 3,593 )
—
—
( 23 )
—
( 3,616 )
Recoveries
150
2
—
—
8
—
160
Provision (Benefit)
( 286 )
3,453
75
199
5
164
3,610
Balance - December 31, 2021
$
571
$
381
$
3,143
$
973
$
10
$
164
$
5,242
Non-
Commercial
Residential
residential
and
Real Estate
Real Estate
Construction
Industrial
Consumer
Unallocated
Total
(In Thousands)
Allowance for loan losses:
Balance - December 31, 2019
$
605
$
503
$
2,692
$
566
$
71
$
174
$
4,611
Charge-offs
—
( 65 )
—
( 271 )
( 28 )
—
( 364 )
Recoveries
3
9
—
15
—
—
27
Provision (Benefit)
99
72
376
464
( 23 )
( 174 )
814
Balance - December 31, 2020
$
707
$
519
$
3,068
$
774
$
20
$
—
$
5,088
During the year ended December 31, 2021, the provision expenses recorded were primarily attributed to the previously disclosed charge-off of $ 3.6 million in 2021 regarding a non-residential bridge loan secured by real estate with a balance of $ 3.6 million. The loan is secured by commercial real estate located in Greenwich, Connecticut and guaranteed by the two borrowers. The loan was originated in 2016 as a two-year bridge loan and, upon the borrower’s failure to satisfy the loan at the maturity date, the loan was accelerated and a foreclosure action was instituted. The loan remains in foreclosure but is subject to Connecticut’s continuing foreclosure backlog. The property securing the loan is subject to a parking easement and based on a recently updated appraisal showing the property’s value with the parking easement to be zero , the Company has determined to write off the $ 3.6 million loan as a non-cash charge against the allowance for loan losses. The Company intends to aggressively seek recovery of all amounts due from the personal guarantors of the loan. However, the recovery process is uncertain and might take an extended period of time to resolve this matter. In the event the Company is successful against the guarantors, any recovery received would be added back to the allowance for loan losses and an analysis will be performed at that time to determine the appropriateness of recognizing the recovery into income.
Additionally the provision expenses recorded for commercial and industrial loan and construction loan segments were primarily due to increased loan balances, and the credit provision recorded for residential real estate loan segment was due to decreased loan balance.
During the year ended December 31, 2020, the provision expenses recorded were primarily attributed to the perceived potential credit risk associated with the COVID-19 pandemic, although no specific or probable losses were identified at that time, as well as increased loan balances in construction loan and commercial and industrial loan segments.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 7 - Loans Receivable and the Allowance for Loan Losses (continued)
The following table shows our recorded investment, unpaid principal balance and allocated allowance for loan losses for loans that were considered impaired at:
As of and for the Year Ended December 31, 2021:
Recorded
Unpaid Principal
Related
Average Recorded
Interest Income
2021
Investment
Balance
Allowance
Investment
Recognized
(In Thousands)
With no related allowance recorded:
Residential real estate
$
876
$
876
$
—
$
1,986
$
86
Non-residential real estate
746
813
—
3,891
36
Construction
—
—
—
—
—
Commercial and industrial
—
—
—
—
—
1,622
1,689
—
5,877
122
With an allowance recorded
—
—
—
—
—
Total:
Residential real estate
876
876
—
1,986
86
Non-residential real estate
746
813
—
3,891
36
Construction
—
—
—
—
—
Commercial and industrial
—
—
—
—
—
$
1,622
$
1,689
$
—
$
5,877
$
122
As of and for the Year Ended December 31, 2020:
Recorded
Unpaid Principal
Related
Average Recorded
Interest Income
2020
Investment
Balance
Allowance
Investment
Recognized
(In Thousands)
With no related allowance recorded:
Residential real estate
$
2,009
$
2,009
$
—
$
2,666
$
87
Non-residential real estate
4,461
4,526
—
4,371
50
Construction
—
—
—
—
—
Commercial and industrial
—
—
—
—
—
6,470
6,535
—
7,037
137
With an allowance recorded
—
—
—
—
—
Total:
Residential real estate
2,009
2,009
—
2,666
87
Non-residential real estate
4,461
4,526
—
4,371
50
Construction
—
—
—
—
—
Commercial and industrial
—
—
—
—
—
$
6,470
$
6,535
$
—
$
7,037
$
137
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 7 - Loans Receivable and the Allowance for Loan Losses (continued)
The following table sets forth the composition of our nonaccrual loans at the dates indicated.
Loans Receivable on Nonaccrual Status as of December 31:
December 31,
December 31,
2021
2020
(In Thousands)
Non-residential real estate
$
—
$
3,572
$
—
$
3,572
On non-accrual loans, the Company did no t recognized any interest income during the year ended December 31, 2021 and 2020. Interest income that would have been recorded had the loans been on accrual status would have amounted to approximately $ 173,000 and $ 236,000 for the years ended December 31, 2021 and 2020, respectively. The Company is not committed to lend additional funds to borrowers whose loans have been placed on non-accrual status. In 2021, the Company did no t collect any interest income from a loan that was in non-accrual status. In 2020, the Company collected $ 85,000 in interest income from a loan that was in non-accrual status in 2019 and was satisfied in 2020.
The following tables provide information about delinquencies in our loan portfolio at the dates indicated.
Age Analysis of Past Due Loans as of December 31, 2021:
Recorded
Investment >
30 – 59 Days
60 – 89 Days
Greater Than
Total Past
Total Loans
90 Days and
Past Due
Past Due
90 Days
Due
Current
Receivable
Accruing
(In Thousands)
Residential real estate:
One- to four-family
$
—
$
—
$
—
$
—
$
7,189
$
7,189
$
—
Multi-family
—
—
—
—
84,425
84,425
—
Mixed-use
—
—
—
—
28,744
28,744
—
Non-residential real estate
—
—
—
—
50,016
50,016
—
Construction loans
—
—
—
—
683,830
683,830
—
Commercial and industrial loans
—
—
—
—
118,378
118,378
—
Consumer
—
—
—
—
269
269
—
$
—
$
—
$
—
$
—
$
972,851
$
972,851
$
—
F- 29
Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 7 - Loans Receivable and the Allowance for Loan Losses (continued)
Age Analysis of Past Due Loans as of December 31, 2020:
Recorded
Investment
30 – 59 Days
60 – 89 Days
Greater Than
Total Past
Total Loans
> 90 Days and
Past Due
Past Due
90 Days
Due
Current
Receivable
Accruing
(In Thousands)
Residential real estate:
One- to four-family
$
—
$
—
$
—
$
—
$
6,170
$
6,170
$
—
Multi-family
—
—
—
—
90,506
90,506
—
Mixed-use
—
—
—
—
30,508
30,508
—
Non-residential real estate
—
—
3,572
3,572
57,093
60,665
—
Construction loans
—
—
—
—
545,788
545,788
—
Commercial and industrial loans
—
—
—
—
90,577
90,577
—
Consumer
—
—
—
—
494
494
—
$
—
$
—
$
3,572
$
3,572
$
821,136
$
824,708
$
—
The following tables provide certain information related to the credit quality of our loan portfolio.
Credit Risk Profile by Internally Assigned Grade as of December 31, 2021:
Residential
Non-residential
Commercial
Real Estate
Real Estate
Construction
and Industrial
Consumer
Total
(In Thousands)
Grade:
Pass
$
120,358
$
49,270
$
683,830
$
118,378
$
269
$
972,105
Special Mention
—
—
—
—
—
—
Substandard
—
746
—
—
—
746
Doubtful
—
—
—
—
—
—
$
120,358
$
50,016
$
683,830
$
118,378
$
269
$
972,851
Credit Risk Profile by Internally Assigned Grade as of December 31, 2020:
Residential
Non-residential
Commercial
Real Estate
Real Estate
Construction
and Industrial
Consumer
Total
(In Thousands)
Grade:
Pass
$
127,184
$
56,943
$
545,788
$
90,276
$
494
$
820,685
Special Mention
—
—
—
301
—
301
Substandard
—
3,722
—
—
—
3,722
Doubtful
—
—
—
—
—
—
$
127,184
$
60,665
$
545,788
$
90,577
$
494
$
824,708
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 7 - Loans Receivable and the Allowance for Loan Losses (continued)
Troubled Debt Restructuring:
The following table shows our recorded investment for loans classified as Trouble Debt Restructuring (TDR) that are performing according to their restructured terms at the periods indicated:
December 31,
2021
2020
Number of
Recorded
Number of
Recorded
contracts
Investment
contracts
Investment
(Dollars in Thousands)
Residential Real Estate - Multi-family
—
$
—
1
$
1,098
Residential Real Estate - Mixed-use
2
876
2
911
Non-residential real estate
2
746
2
739
Total performing
4
$
1,622
5
$
2,748
The following is a summary of interest foregone on loans classified as TDR for the years ended December 31:
Year Ended December 31,
2021
2020
(In Thousands)
Interest income that would have been recognized had the loans performed in accordance with their original terms
$
154
$
185
Less: Interest income included in the results of operations
122
125
Total foregone interest
$
32
$
60
There were no loans modified that were deemed troubled debt restructuring during the years ended December 31, 2021 and 2020. During the years ended December 31, 2021 and 2020, none of the loans that were modified during the previous twelve months had defaulted.
Note 8 - Premises and Equipment, Net
December 31,
December 31,
2021
2020
(In Thousands)
Land
$
6,432
$
3,872
Buildings and improvements
19,786
16,782
Leasehold improvements
1,741
1,737
Furnishings and equipment
7,785
7,179
35,744
29,570
Accumulated depreciation and amortization
( 11,837 )
( 10,895 )
$
23,907
$
18,675
Depreciation expense on premises and equipment for the fiscal years ended December 31, 2021 and 2020 totaled $ 1.1 million and $ 1.1 million, respectively.
F- 31
Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 9 - Accrued Interest Receivable, Net
December 31,
December 31,
2021
2020
(In Thousands)
Loans receivable
$
4,204
$
4,420
Securities
79
16
4,283
4,436
Allowance for uncollected interest
—
( 598 )
$
4,283
$
3,838
Note 10 - Goodwill and Intangible Assets
Goodwill and intangible assets at December 31 are summarized as follows:
December 31,
December 31,
2021
2020
(In Thousands)
Goodwill
$
1,310
$
1,310
Accumulative goodwill impairment
( 659 )
( 659 )
Goodwill, net of charge-off
$
651
$
651
The Company did not identify any impairment of goodwill during the year ended December 31, 2021. The Company identified $ 98,000 in goodwill impairment during the year ended December 31, 2020.
Note 11 - Real Estate Owned (“REO”)
The Company owned one foreclosed property valued at approximately $ 1,996,000 and $ 1,996,000 at both December 31, 2021 and 2020, consisting of an office building located in Pennsylvania. The property was acquired through foreclosure in December 2014.
Further declines in real estate values may result in impairment charges in the future. Routine holding costs are charged to expense as incurred and improvements to real estate owned that enhance the value of the real estate are capitalized. REO expense recorded in the consolidated statements of income, including loss on sales and write-downs, amounted to $ 93,000 and $ 313,000 during the years ended December 31, 2021 and 2020.
Note 12– Property Held For Investment
Property held for investment at December 31 are summarized as follows:
December 31,
December 31,
2021
2020
(In Thousands)
Land
$
500
$
500
Buildings and improvements
1,442
1,442
1,942
1,942
Accumulated depreciation and amortization
( 461 )
( 424 )
$
1,481
$
1,518
The Company owned one property at December 31, 2021 and 2020 consisting of a former branch office located in Plymouth, Massachusetts. The property is currently leased to a car rental company to generate current income for the Company.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 13 – Deposits
Total deposits at December 31, 2021 and 2020 and the weighted average rate of deposits are as follows:
December 31,
2021
2020
Weighted Average
Weighted Average
Amount
Interest Rate
Amount
Interest Rate
(Dollars in Thousands)
Demand deposits:
Non-interest bearing
$
330,853
—
%
$
221,371
—
%
NOW and money market
118,420
0.53
%
100,945
0.50
%
Total
449,273
0.14
%
322,316
0.16
%
Savings accounts
184,896
0.63
%
101,693
0.33
%
Certificates of deposit maturing in:
One year or less
189,247
0.89
%
211,834
1.38
%
After one to two years
35,677
1.23
%
71,381
1.39
%
After two to three years
16,950
1.82
%
8,962
1.95
%
After three to four years
38,373
0.63
%
10,516
2.43
%
After four years
12,748
1.31
%
45,004
0.81
%
Total
292,995
0.97
%
347,697
1.35
%
$
927,164
0.50
%
$
771,706
0.72
%
As of December 31, 2021 and 2020, certificates of deposits equal to or in excess of $250,000 totaled approximately $ 134,733,000 and $ 158,092,000 , respectively. At December 31, 2021 and 2020, the demand deposit overdrafts totaled $ 233,000 and $ 452,000 .
The aggregate amount of brokered deposits was $ 44.6 million and $ 70.7 million as of December 31, 2021 and 2020, respectively. At December 31, 2021 and 2020, the Company also had $ 22.3 million and $ 8.5 million, respectively, in Insured Cash Sweep (“ICS”) reciprocal money market deposits, which are no longer considered fully-insured brokered deposits as defined in the FDIC call report instructions.
The ICS money market deposits were obtained from six retail depositors and then transferred into the ICS Network in order to obtain full FDIC insurance coverage for our customers. These types of deposits are known in the ICS Network as reciprocal deposits, which the Company considers as core deposits and not brokered deposits.
Interest expense on deposits consists of the following:
Years Ended December 31,
2021
2020
(In Thousands)
Demand deposits
$
696
$
734
Savings accounts
328
626
Certificates of deposit
3,335
7,894
$
4,359
$
9,254
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 14 – Federal Home Loan Bank of New York (“FHLB”) Advances
FHLB advances are summarized as follows at December 31:
December 31,
2021
2020
Weighted Average
Weighted Average
Amount
Interest Rate
Amount
Interest Rate
(Dollars in Thousands)
Advances maturing in:
One year or less
$
7,000
2.79
%
$
14,000
2.81
%
After one to three years
14,000
2.85
%
7,000
2.86
%
After three to four years
—
—
%
—
—
%
After five years (due 2030)
7,000
1.61
%
7,000
1.61
%
$
28,000
2.52
%
$
28,000
2.52
%
At December 31, 2021, none of the above advances were subject to early call or redemption features. All advances had fixed interest rates and the term of the advance ranges between 2 and 10 years . At December 31, 2021, the advances were secured by a pledge of the Company’s investment in the capital stock of the FHLB and a blanket assignment of the Company’s otherwise unpledged qualifying mortgage loans. At December 31, 2021, these unpledged qualifying mortgage loans were not pledged to any company other than the FHLB. At December 31, 2021, the Company had the ability to borrow $ 29.4 million, net of $ 28.0 million in outstanding advances, from the FHLB and $ 8.0 million from ACBB.
Note 15 - Income Taxes
The Bank qualifies as a savings institution under the provisions of the Internal Revenue Code and was, therefore, prior to January 1, 1996, permitted to deduct from taxable income an allowance for bad debts based upon eight percent of taxable income before such deduction, less certain adjustments. Retained earnings at December 31, 2021 and 2020, include approximately $ 4.1 million of such bad debt deductions which, in accordance with U.S. GAAP is considered a permanent difference between the book and income tax basis of loans receivable, and for which deferred income taxes have not been provided. If such amount is used for purposes other than for bad debt losses, including distributions in liquidation, it will be subject to income tax at the then current rate.
The components of provision for income taxes are summarized as follows:
Years Ended December 31,
2021
2020
(In Thousands)
Current tax expense
$
3,551
$
3,315
Deferred tax expense
118
( 33 )
$
3,669
$
3,282
The following table presents a reconciliation between the reported income taxes and the income taxes, which would be computed by applying the existing federal income tax rate of 21 % for 2021 and 2020 to income before taxes:
Years Ended December 31,
2021
2020
(Dollars In Thousands)
Federal income tax at statutory rates
$
3,271
$
3,278
State and city tax, net of federal income tax effect
506
183
Non-taxable income on bank owned life insurance
( 126 )
( 128 )
Other
18
( 51 )
$
3,669
$
3,282
Effective Income Tax Rate
23.6
%
21.0
%
F- 34
Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 15 – Income Taxes (continued)
The tax effects of significant items comprising the net deferred tax asset are as follows:
December 31,
2021
2020
(In Thousands)
Deferred tax assets:
Allowance for loan losses
$
1,238
$
1,207
State net operating loss carryforwards
82
89
Reserve for uncollected interest
—
141
Benefit plans
1,562
1,449
Accumulated other comprehensive loss – DRP
44
56
Total Deferred Tax Assets
2,926
2,942
Deferred tax liability:
Depreciation
403
297
Goodwill
133
112
Other
227
240
Total Deferred Tax Liabilities
763
649
Net Deferred Tax Assets Included in Other Assets
$
2,163
$
2,293
The Company has state net operating loss (NOL) carryforwards totaling approximately $ 3,100,000 at December 31, 2021 that are available to be carried forward to future years. These NOL carryforwards will start to expire beginning in 2035 if not fully utilized.
At December 31, 2021, the Company had no valuation allowance because the Company determined there will be enough future New York State taxable income to utilize the New York State deferred tax assets.
Note 16 - Other Non-Interest Expenses
The following is an analysis of other non-interest expenses:
Years Ended December 31,
2021
2020
(In Thousands)
Other
$
1,947
$
2,047
Service contracts
915
807
Consulting expense
1,043
763
Telephone
578
551
Directors compensation
540
520
Audit and accounting
498
361
Insurance
303
329
Director, officer, and employee expense
272
286
Legal fees
231
283
Office supplies and stationary
129
128
Recruiting expense
29
5
$
6,485
$
6,080
F- 35
Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 17 - Benefits Plans
Outside Director Retirement Plan (“DRP”)
The DRP is an unfunded non-contributory defined benefit pension plan covering all non-employee directors meeting eligibility requirements as specified in the plan document. The following table sets forth the funded status of the DRP and components of net pension periodic expense measured as of December 31:
Years Ended December 31,
2021
2020
(Dollars In Thousands)
Projected benefit obligation – beginning
$
2,046
$
1,851
Service cost
124
125
Interest cost
48
39
Actuarial (gain) loss
( 27 )
135
Prior service cost
—
—
Benefits Paid
( 104 )
( 104 )
Projected benefit obligation – ending
$
2,087
$
2,046
Funded status – accrued liability included in accounts payable and accrued expenses
$
2,087
$
2,046
Accumulated benefit obligation
$
1,947
$
1,900
Discount rate
2.45
%
2.02
%
Rate of increase in future compensation levels
2.00
%
2.00
%
Years Ended December 31,
2021
2020
(Dollars In Thousands)
Net periodic pension expense:
Service cost
$
124
$
125
Interest cost
48
39
Actuarial loss recognized
31
14
Prior service cost recognized
—
15
Total net periodic pension expense included in other non-interest expenses
$
203
$
193
Discount rate
2.45
%
2.02
%
Rate of increase in future compensation levels
2.00
%
2.00
%
Benefit payments, which reflect expected future service as appropriate, are expected to be paid for the years ending December 31 as follows (in thousands):
2022
$
104
2023
104
2024
206
2025
192
2026
206
2027 to 2031
1,012
At December 31, 2021 and 2020, unrecognized net gain of $ 27,000 and unrecognized net loss of $ 136,000 , respectively, were included in accumulated other comprehensive income.
Supplemental Executive Retirement Plan (“SERP”)
The SERP is a non-contributory defined benefit plan that covers certain officers of the Company. Under the SERP, each of these individuals will be entitled to receive upon retirement an annual benefit paid in monthly installments equal to 50 % of his average base salary in the three-year period preceding retirement. Each individual may also retire
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 17 - Benefits Plans (continued)
Supplemental Executive Retirement Plan (“SERP”)(continued)
early and receive a reduced benefit upon the attainment of certain age and years of service combination. Additional terms related to death while employed, death after retirement, disability before retirement and termination of employment are fully described within the plan document. The benefit payment term is the greater of 15 years or the executives remaining life. No benefits are expected to be paid during the next five years .
During the years ended December 31, 2021 and 2020, expenses of $ 455,000 and $ 303,000 , respectively, were recorded for this plan and are reflected in the Consolidated Statements of Income under Salaries and Employee Benefits. At December 31, 2021 and 2020, a liability for this plan of $ 3,778,000 and $ 3,322,000 , respectively, is included in the Consolidated Statements of Financial Condition under Accounts Payable and Accrued Expenses.
401(k) Plan
The Company maintains a 401(k) plan for all eligible employees. Participants are permitted to contribute from 1 % to 15 % of their annual compensation up to the maximum permitted under the Internal Revenue Code. The Company provided no matching contribution in 2021 and 2020.
Employee Stock Ownership Plan (“ESOP”)
In conjunction with the Mid-Tier Holding Company’s public stock offering in 2006, the Bank established an ESOP for all eligible employees (substantially all full-time employees). The ESOP borrowed $ 5,184,200 from the Mid-Tier Holding Company and used those funds to acquire 518,420 shares of the Mid-Tier Holding Company common stock at $ 10.00 per share. The loan from the Mid-Tier Holding Company, which has been assumed by the Company, carries an interest rate of 8.25 % and is repayable in twenty annual installments through 2025.
In conjunction with the Company’s second-step conversion offering, on July 12, 2021, the ESOP borrowed $ 7,827,260 from the Company and used those funds to acquire 782,726 shares of Company common stock at $ 10.00 per share. The loan from the Company carries an interest rate equal to 3.25 % and is repayable in fifteen annual installments through 2035.
Each year, the Bank makes discretionary contributions to the ESOP equal to the principal and interest payment required on the loan from the Company. The ESOP may further pay down the principal balance of the loans by using dividends paid, if any, on the shares of Company common stock it owns. The balance remaining on the first ESOP loan was $ 1,703,000 and $ 2,051,000 at December 31, 2021 and 2020. The balance remaining on the second ESOP loan was $ 7,270,000 at December 31, 2021.
Shares purchased with the loan proceeds serve as collateral for the loan and are held in a suspense account for future allocation among ESOP participants. As the loan principal is repaid, shares will be released from the suspense account and become eligible for allocation. The allocation among plan participants will be as described in the ESOP governing document.
ESOP shares initially pledged as collateral were recorded as unearned ESOP shares in the stockholders’ equity section of the consolidated statement of financial condition. Thereafter, on a monthly basis over the terms of the ESOP loans, approximately 2,894 shares for the ESOP established in 2006 and approximately 4,348 shares for the ESOP established in 2021 are committed to be released respectively. Compensation expense is recorded equal to the shares committed to be released multiplied by the average closing price of the Company’s stock during that month. ESOP expense during the years ended December 31, 2021 and 2020, totaled approximately $ 931,000 and $ 258,000 , respectively. Dividends on unallocated shares, which totaled approximately $ 115,000 and $ 19,000 during 2021 and 2020, respectively, are recorded as a reduction of the ESOP loan. Dividends on allocated shares, which totaled approximately $ 63,000 and $ 43,000 during 2021 and 2020, respectively, are charged to retained earnings.
F- 37
Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 17 - Benefits Plans (continued)
Employee Stock Ownership Plan (“ESOP”)(continued)
ESOP shares are summarized as follows:
December 31,
2021
2020
Allocated shares ¹
521,012
486,278
Shares committed to be released ¹
86,910
34,734
Unearned shares ¹
869,487
173,671
Total ESOP Shares ¹
1,477,409
694,683
Less allocated shares distributed to former or retired employees ¹
( 106,369 )
( 102,522 )
Total ESOP Shares Held by Trustee ¹
1,371,040
592,161
Fair value of unearned shares
$
9,677,390
$
1,684,865
¹Shares amounts related to periods prior to the July 12, 2021 closing of the Company’s second-step conversion offering have been restated to give retroactive recognition to the 1.3400 exchange ratio applied in the conversion offering.
Note 18 - Leases
The Company has operating leases and finance leases all comprised of real estate property. The operating leases comprise substantially all of the Company’s obligations in which the Company is the lessee, with remaining lease terms ranging between 2 and 9 years . Most operating lease agreements consist of initial lease terms ranging between 5 and 10 years , with options to renew the leases or extend the term. The finance lease has a remaining lease term of 95 years . The payment structure of all leases is fixed rental payments with lease payments increasing on pre-determined dates at either a predetermined amount or change in the consumer price index.
In accordance with ASC 842, the Company recognized operating and financing lease assets and corresponding lease liabilities related to office facilities and retail branches. The operating and financing lease assets represent the Company’s right to use an underlying asset for the lease term, and the lease liability represents the Company’s obligation to make lease payments over the lease term. The Company has elected that any short term leases would be expensed as incurred.
The operating and financing lease asset and lease liability are determined at the commencement date of the lease based on the present value of the lease payments. Our leases do not provide an implicit interest rate. The company used its incremental borrowing rate, the rate of interest to borrow in a collateralized basis for a similar term, at the lease commencement date.
All of the leases are net leases and, therefore, do not contain non-lease components. The Company either pays directly or reimburses the lessor for property and casualty insurance cost and the property taxes assessed on the property, as well as a portion of the common area maintenance associated with the property which are categorized as non-components as outlined in the applicable guidance.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 18 – Leases (continued)
The quantitative data relates to the Company’s leases are as follows (in thousands):
December 31,
December 31,
2021
2020
Finance Lease Amounts:
ROU asset
$
359
$
363
Lease liability
$
496
$
460
Operating Lease Amounts:
ROU assets
$
2,564
$
3,094
Lease liabilities
$
2,604
$
3,115
Finance Lease Cost
Amortization of ROU asset
$
4
$
4
Interest on lease liability
$
36
$
36
Operating Lease Costs
$
566
$
487
Cash paid for amounts included in the measurement of lease liabilities
Finance lease
$
( 36 )
$
( 36 )
Operating leases
$
545
$
472
Weighted-average remaining lease term
Finance lease
95 years
96 years
Operating leases
7.02
7.61
Weighted-average discount rate
Finance lease
9.50
%
9.50
%
Operating leases
1.22
%
1.34
%
Maturities of lease liabilities at December 31, 2021 are as follows (in thousands):
Operating
Finance
Leases
Lease
Years ended December 31:
2022
$
549
$
30
2023
423
30
2024
333
30
2025
302
30
2026
235
31
Thereafter
875
4,055
Total lease payments
$
2,717
$
4,206
Interest
( 113 )
( 3,710 )
Lease liability
$
2,604
$
496
Note 19 – Contingencies
The Company and Bank are also subject to claims and litigation that arise primarily in the ordinary course of business. Based on information presently available and advice received from legal counsel representing the Company and Bank in connection with such claims and litigation, it is the opinion of management that the disposition or ultimate determination of such claims and litigation will not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 20 - Fair Value Disclosures
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The Company’s securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company has to record at fair value other assets and liabilities on a non-recurring basis, such as securities held to maturity, impaired loans and other real estate owned. U.S. GAAP has established a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
The three levels of the fair value hierarchy are as follows:
Level 1 :
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2:
Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
Level 3:
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s assets that are carried at fair value on a recurring basis and the level that was used to determine their fair value at December 31:
Quoted Prices in
Significant Other
Significant
Total Carried
Active Markets for
Observable
Unobservable
at Fair
Identical Assets
Inputs
Inputs
Value on a
(Level 1)
(Level 2)
(Level 3)
Recurring Basis
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
Description
2021
2020
2021
2020
2021
2020
2021
2020
Assets:
Marketable equity securities:
Mutual funds
$
19,943
$
10,332
$
—
$
—
$
—
$
—
$
19,943
$
10,332
Mortgage-backed securities
FHLMC
—
—
1
2
—
—
1
2
Total assets
$
19,943
$
10,332
$
1
$
2
$
—
$
—
$
19,944
$
10,334
There were no transfers between Level 1 and 2 during the years ended December 31, 2021 and 2020. The Company did no t have any liabilities that were carried at fair value on a recurring basis at December 31, 2021 and 2020.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 20 – Fair Value Disclosures (continued)
The following table sets forth the Company’s assets that are carried at fair value on a non-recurring basis and the level that was used to determine their fair value, at December 31:
Quoted Prices in
Significant Other
Significant
Total Carried
Active Markets for
Observable
Unobservable
at Fair
Identical Assets
Inputs
Inputs
Value on a
(Level 1)
(Level 2)
(Level 3)
Non-Recurring Basis
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
December 31,
Description
2021
2020
2021
2020
2021
2020
2021
2020
(In Thousands)
Assets:
Impaired loans
$
—
$
—
$
—
$
—
$
—
$
150
$
—
$
150
Real estate owned
—
—
—
—
—
1,996
—
1,996
Total assets
$
—
$
—
$
—
$
—
$
—
$
2,146
$
—
$
2,146
The following tables present the qualitative information about non-recurring Level 3 fair value measurements of financial instruments at the periods indicated:
At December 31, 2021
Fair
Valuation
Unobservable
Weighted
Value
Technique
Input
Range
Average
(In Thousands)
Assets:
Impaired loans
$
—
Income approach
Capitalization rate
—
%
—
%
Real estate owned
—
Income approach
Capitalization rate
—
%
—
%
At December 31, 2020
Fair
Valuation
Unobservable
Weighted
Value
Technique
Input
Range
Average
(In Thousands)
Assets:
Impaired loans
$
150
Income approach
Capitalization rate
7.50
%
7.50
%
Real estate owned
1,996
Income approach
Capitalization rate
8.40
%
8.40
%
The Company did no t have any liabilities that were carried at fair value on a non-recurring basis at December 31, 2021 and 2020.
The methods and assumptions used to estimate fair value at December 31, 2021 and 2020 are as follows:
For real estate owned, fair value is generally determined through independent appraisals or fair value estimations of the underlying properties which generally include various Level 3 inputs which are not identifiable. The appraisals or fair value estimation may be adjusted by management for qualitative reasons and estimated liquidation expenses. Management’s assumptions may include consideration of location and occupancy of the property and current economic conditions. Subsequently, as these properties are actively marketed, the estimated fair values may be periodically adjusted through incremental subsequent write-downs to reflect decreases in estimated values resulting from sales price observations and the impact of changing economic and market conditions.
A loan is considered impaired when, based upon current information and events; it is probable that the Company will be unable to collect all scheduled payments in accordance with the contractual terms of the loan. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves, a component of the allowance for loan losses or through partial charge-offs, and as such are carried at the lower of cost or the fair value. Estimates of fair value of the collateral are determined based on a variety of information, including available valuations from certified appraisers for similar assets, present value of discounted cash flows and inputs that are
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 20 - Fair Value Disclosures (continued)
estimated based on commonly used and generally accepted industry liquidation advance rates and estimates and assumptions developed by management. The appraisals may be adjusted by management for estimated liquidation expenses and qualitative factors such as economic conditions. If real estate is not the primary source of repayment, present value of discounted cash flows and estimates using generally accepted industry liquidation advance rates are utilized. Due to the multitude of assumptions, many of which are subjective in nature, and the varying inputs and techniques used by appraisers, the Company recognizes that valuations could differ across a wide spectrum of valuation techniques employed and accordingly, fair value estimates for impaired loans are classified as Level 3.
Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year-end.
The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at December 31, 2021 and 2020:
Securities
Fair values for marketable equity securities are determined by quoted market prices on nationally recognized and foreign securities exchanges (Level 1). Fair values for securities available for sale and held to maturity are determined 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 prepayments speeds, credit information and the security’s terms and conditions, among other things.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 20 - Fair Value Disclosures (continued)
Securities (continued)
The carrying amounts and estimated fair value of our financial instruments are as follows:
Fair Value at
December 31, 2021
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Carrying
Assets
Inputs
Inputs
(In thousands)
Amount
Fair Value
(Level 1)
(Level 2)
(Level 3)
Financial Assets
Cash and cash equivalents
$
152,269
$
152,269
$
152,269
$
—
$
—
Certificates of deposit
100
100
—
100
—
Marketable equity securities
19,943
19,943
19,943
—
—
Securities available for sale
1
1
—
1
—
Securities held to maturity
17,880
17,620
—
17,620
—
Loans receivable
968,093
968,247
—
—
968,247
Investments in restricted stock
1,569
1,569
—
1,569
—
Accrued interest receivable
4,283
4,283
—
4,283
—
Financial Liabilities
Deposits
927,164
929,003
—
929,003
—
FHLB of New York advances
28,000
28,283
—
28,283
—
Accrued interest payable
—
—
—
—
—
Fair Value at
December 31, 2020
Quoted
Prices in
Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Carrying
Assets
Inputs
Inputs
(In thousands)
Amount
Fair Value
(Level 1)
(Level 2)
(Level 3)
Financial Assets
Cash and cash equivalents
$
69,191
$
69,191
$
69,191
$
—
$
—
Certificates of deposit
100
100
—
100
—
Marketable equity securities
10,332
10,332
10,332
—
—
Securities available for sale
2
2
—
2
—
Securities held to maturity
7,382
7,519
—
7,519
—
Loans receivable
819,733
823,996
—
—
823,996
Investments in restricted stock
1,595
1,595
—
1,595
—
Accrued interest receivable
3,838
3,838
—
3,838
—
Financial Liabilities
Deposits
771,706
776,413
—
776,413
—
FHLB of New York advances
28,000
29,292
—
29,292
—
Accrued interest payable
8
8
—
8
—
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 21 – Related Party Transactions
At December 31, 2021 and 2020, there were no outstanding loans to a related party. Deposits of related parties at the Company totaled $ 1.7 million and $ 1.6 million at December 31, 2021 and 2020, respectively.
Kevin P. O’Malley is an attorney with Kevin P. O’Malley, P.C., a law firm that provides construction loan closing services to borrowers of the Company. During the fiscal year ended December 31, 2021 and 2020, construction loan borrowers of the Company paid $ 779,687 and $ 536,106 respectively in legal fees to Mr. O’Malley’s law firm in connection with closing of construction loans. In addition, in fiscal year 2021 and 2020, the Company paid Mr. O’Malley’s law firm $ 26,000 and $ 3,000 for legal services provided on a corporate related matter.
Note 22 – Revenue Recognition
The majority of the Company’s revenues come from interest income and other sources, including loans and securities that are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented within noninterest income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of ASC 606 include deposit service charges on deposits, electronic banking fees and charges income, and investment advisory fees.
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as referral fees based month end reports. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of December 31, 2021, the Company did not have any significant contract balances.
All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within noninterest income. The following table presents the Company’s sources of noninterest income for the years ended December 31, 2021 and 2020. Sources of revenue outside the scope of ASC 606 are noted as such:
December 31,
2021
2020
(In Thousands)
Non-interest income:
Deposit-related fees and charges
$
71
$
77
Loan-related fees and charges (1)
828
539
Electronic banking fees and charges
669
429
Gain (loss) on disposition of equipment (1)
7
( 61 )
Income from bank owned life insurance (1)
600
609
Investment advisory fees
514
425
Unrealized gain (loss) on equity securities (1)
( 389 )
288
Miscellaneous (1)
54
207
Total non-interest income
$
2,354
$
2,513
(1) Not within the scope of ASC 606.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 22 – Revenue Recognition (continued)
A description of the Company’s revenue streams accounted for under ASC 606 is as follows:
Service Charges on Deposit Accounts
The Company earns fees from deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed at the point in the time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.
Electronic Banking Fee Income
The Company earns interchange fees from debit and credit card holder transactions conducted through various payment networks. Interchange fees from cardholder transactions are recognized daily, concurrently with the transaction processing services provided by an outsourced technology solution.
Investment Advisory Fees
The Company earns fees from investment advisory and financial planning services under the name of Harbor West Financial Planning Wealth Management, a division of the Company through a networking arrangement with a registered broker-dealer and investment advisor. The registered broker-dealer deducts investment advisory fees and financial planning services fees from the client’s assets under management and remits the fees, net of administrative fees, to the Company on a monthly basis. The Company recognizes the fees into non-interest income upon receipt of the monthly remittances.
Note 23 – Recent Accounting Pronouncements
Accounting Standards Pending Adoption:
ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued ASU No. 2016-13 "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which requires credit losses on most financial assets to be measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (CECL) model).
Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument.
The ASU also replaces the current accounting model for purchased credit impaired loans and debt securities. The allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination ("PCD assets") should be determined in a similar manner to other financial assets measured on an amortized cost basis. Upon initial recognition, the allowance for credit losses is added to the purchase price ("gross up approach") to determine the initial amortized cost basis. The subsequent accounting for PCD assets will use the CECL model described above.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 23 – Recent Accounting Pronouncements (continued)
The ASU made certain targeted amendments to the existing impairment model for available-for-sale (AFS) debt securities. For an AFS debt security for which there is neither the intent nor a more-likely-than-not requirement to sell, an entity will record credit losses as an allowance rather than a write-down of the amortized cost basis.
As amended, ASU No. 2016-13 and any related amending ASUs No. 2019-04, 2019-11, and 2020-03 are effective for entities qualifying as smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those years. Early adoption is permitted for all entities as of the fiscal year beginning after December 15, 2018, including interim periods within those fiscal years.
The Company has begun collecting and evaluating data and system requirements to implement this standard. The adoption of this update could have a material impact on the Company’s consolidated results of operations and financial condition. The extent of the impact is still unknown and will depend on many factors, such as the composition of the Company’s loan portfolio and expected loss history at adoption. Management has engaged consultants to assess the preparedness of the Company for evaluating and implementing CECL.
ASU 2020-03 - Codification Improvements to Financial Instruments
In March 2020, the FASB issued ASU No. 2020-03, “Codification Improvements to Financial Instruments.” This ASU clarifies various financial instruments topics, including the CECL standard issued in 2016. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Other amendments are effective upon issuance of this ASU. See the discussion regarding the adoption of ASU 2016-13 above.
ASU 2020-04 - Reference Rate Reform (Topic 848)
In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848)" which provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued, subject to meeting certain criteria. Under the new guidance, an entity can elect by accounting topic or industry subtopic to account for the modification of a contract affected by reference rate reform as a continuation of the existing contract, if certain conditions are met. In addition, the new guidance allows an entity to elect on a hedge-by-hedge basis to continue to apply hedge accounting for hedging relationships in which the critical terms change due to reference rate reform, if certain conditions are met. A one-time election to sell and/or transfer held-to-maturity debt securities that reference a rate affected by reference rate reform is also allowed. ASU No. 2020-04 became effective for all entities as of March 12, 2020 and will apply to all LIBOR reference rate modifications through December 31, 2022.
ASU 2021-01 - Reference Rate Reform (Topic 848)
In January 2021, the FASB issued ASU No. 2021-01, "Reference Rate Reform (Topic 848)". The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Specifically, certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this update to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. ASU No. 2021-01 became immediately effective for all entities, which may elect to apply the update retrospectively as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively to new modifications from any date within an interim period that includes or is subsequent to the issuance date of ASU No. 2021-01 up to the date that financial statements are available to be issued. In addition, ASU No.2021-01 applies to all contract modifications made through December 31, 2022. We are evaluating the impacts of this ASU and have not yet determined whether LIBOR transition and this ASU will have material effects on our business operations and consolidated financial statements. The amendments in this update apply to contract modifications that replace a
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 23 – Recent Accounting Pronouncements (continued)
reference rate reform and contemporaneous modifications of other terms related to the replacement of the reference rate.
ASU 2021-06 - Presentation of Financial Statements (Topic 205)
In August 2021, the FASB issued ASU 2021-06, Presentation of Financial Statements (Topic 205), Financial Services – Depository and Lending (Topic 942), and Financial Services – Investment Companies (Topic 946): Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants (SEC Update), to amend SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants. This ASU was effective upon issuance and did not have a significant impact on the Company’s financial statements.
Note 24 - Subsequent Events
The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these consolidated financial statements were issued.
Note 25 – Parent Company Only Financial Information
The following are the condensed financial statements for Northeast Community Bancorp, Inc. (Parent company only) as of December 31, 2021 and 2020 and for the years then ended.
Condensed Statements of Financial Condition
December 31,
2021
2020
(In Thousand)
Assets
Cash and due from banks
$
44,388
$
5,844
Investment in subsidiary
194,497
142,179
Loans receivable, net of allowance for loan losses of $ 29 and $ 29 , respectively (1)
4,477
3,917
ESOP loan receivable
8,973
2,051
Total Assets
$
252,335
$
153,991
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses
$
953
$
166
Total Liabilities
953
166
Total Stockholders’ Equity
251,382
153,825
Total Liabilities and Stockholders’ Equity
$
252,335
$
153,991
(1) Represents participation loans purchased from the Bank
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 25 – Parent Company Only Financial Information (continued)
Condensed Statements of Operations and Comprehensive Income
Years Ended December 31,
2021
2020
(In Thousand)
Interest income – loans
$
287
$
268
Interest income – ESOP loan
289
196
Interest income – interest-earning deposits
1
14
Provision for loan losses
—
( 11 )
Operating expenses
( 248 )
( 208 )
Income before Income Tax Expense and Equity in Undistributed Earnings of Subsidiary
329
259
Income tax expense
82
65
Income before Equity in Undistributed Earnings of Subsidiary
247
194
Equity in undistributed earnings of subsidiary
11,658
12,135
Net Income
$
11,905
$
12,329
Comprehensive Income
$
11,951
$
12,245
Statements of Cash Flow
Years Ended December 31,
2021
2020
(In Thousand)
Cash Flows from Operating Activities
Net income
$
11,905
$
12,329
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiary
( 11,658 )
( 12,135 )
Provision for loan losses
—
11
(Increase) decrease in other liabilities
161
( 3 )
Net Cash Provided by Operating Activities
408
202
Cash Flows from Investing Activities
Repayment of ESOP loan
906
321
Net (increase) decrease in loans
( 560 )
430
Capital infusion to subsidiary
( 47,511 )
—
Net Cash (Used in) Provided by Investing Activities
( 47,165 )
751
Cash Flows from Financing Activities
Cash dividends paid
( 2,261 )
( 1,008 )
Loan to ESOP
( 7,828 )
—
Issuance of common stock
95,390
—
Net Cash Provided by (Used in) Financing Activities
85,301
( 1,008 )
Net Increase (Decrease) in Cash and Cash Equivalents
38,544
( 55 )
Cash and Cash Equivalents – Beginning
5,844
5,899
Cash and Cash Equivalents – Ending
$
44,388
$
5,844
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NORTHEAST COMMUNITY BANCORP, INC.
Dated:
March 30, 2022
By:
/s/ Kenneth A. Martinek
Kenneth A. Martinek
Chairman and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
/s/ Kenneth A. Martinek
Chairman and Chief Executive Officer
March 30, 2022
Kenneth A. Martinek
(Principal Executive Officer)
/s/ Jose M. Collazo
President, Chief Operating Officer and Director
March 30, 2022
Jose M. Collazo
/s/ Donald S. Hom
Executive Vice President and Chief Financial Officer
March 30, 2022
Donald S. Hom
(Principal Financial and Accounting Officer)
/s/ Diane B. Cavanaugh
Director
March 30, 2022
Diane B. Cavanaugh
/s/ Charles M. Cirillo
Director
March 30, 2022
Charles M. Cirillo
/s/ Eugene M. Magier
Director
March 30, 2022
Eugene M. Magier
/s/ Charles A. Martinek
Director
March 30, 2022
Charles A. Martinek
/s/ John F. McKenzie
Director
March 30, 2022
John F. McKenzie
/s/ Kevin P. O’Malley
Director
March 30, 2022
Kevin P. O’Malley
/s/ Kenneth H. Thomas
Director
March 30, 2022
Kenneth H. Thomas