What changed in this filing

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Item 1. Financial Statements

2022-08-12 compared with 2022-05-13 · 175 added, 105 removed, 667 unchanged (30% of the section changed)

54 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands, except per share amounts)

INTEREST INCOME:

9 unchanged sentences

Other loan fees and service charges

Gain on disposition of equipment

Earnings on bank owned life insurance

Investment advisory fees

Unrealized loss on equity securities

Unrealized (loss) gain on equity securities

Total Non-Interest Income

13 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

Other comprehensive income:

(In thousands)

Other comprehensive income (loss):

Defined benefit pension:

1 unchanged sentence

Amortization of actuarial loss ¹

Actuarial gain arising during period

Actuarial loss (gain) arising during period

Income tax effect ²

Total other comprehensive income

Total other comprehensive income (loss)

Total Comprehensive Income

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2022 and 2021

Three and Six months Ended June 30, 2022 and 2021

Comprehensive

6 unchanged sentences

Balance - March 31, 2021

Other comprehensive income (loss)

ESOP shares earned

Balance - June 30, 2021

Comprehensive

5 unchanged sentences

Balance – March 31, 2022

Other comprehensive income

Cash dividend declared ($ 0.24 per share)

ESOP shares earned

Balance – June 30, 2022

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.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

1 unchanged sentence

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

Net amortization (accretion) of securities premiums and discounts, net

Net accretion of securities premiums and discounts, net

Provision for loan losses

Net amortization (accretion) of deferred loan fees and costs

Deferred income tax expense

Net amortization of deferred loan fees and costs

Deferred income tax (benefit) expense

Unrealized loss recognized on equity securities

Earnings on bank owned life insurance

Gain on dispositions of premises and equipment

ESOP compensation expense

Increase in accrued interest receivable

Decrease in other assets

Increase (decrease) in accounts payable - loan closing

Increase (decrease) in accounts payable and accrued expenses

(Increase) decrease in accrued interest receivable

Decrease (increase) in other assets

(Decrease) increase in accounts payable - loan closing

Decrease in accounts payable and accrued expenses

Net Cash Provided by Operating Activities

3 unchanged sentences

Principal repayments on securities held-to-maturity

Purchase of securities held-to-maturity

Net redemptions of restricted stock

2 unchanged sentences

Cash Flows from Financing Activities:

Net increase (decrease) in deposits

Net increase in deposits

Repayment of FHLB of NY advances

Increase in advance payments by borrowers for taxes and insurance

Issuance of common stock funded by stock subscriptions

Decrease in advance payments by borrowers for taxes and insurance

Cash dividends paid

Net Cash Provided by (Used in) Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalents

Net Cash (Used in) Provided by Financing Activities

Net (Decrease) Increase in Cash and Cash Equivalents

Cash and Cash Equivalents – Beginning

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

24 unchanged sentences

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 two loan production offices located in White Plains, New York, and New City, New York.

The Bank currently conducts business through its eleven branch offices located in Bronx, New York, Orange, Rockland, Sullivan, and Westchester Counties in New York and Essex, Middlesex and Norfolk Counties in Massachusetts and two loan production offices located in White Plains, New York, and New City, New York.

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.

10 unchanged sentences

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 property for 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.

Principal of Consolidations:

12 unchanged sentences

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.

Further, a decrease in the results of future operations could strain the Company’s regulatory capital ratios.

Note 2 — Regulatory Capital

The Company and the 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.

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).

The Federal Reserve establishes capital requirements, including well capitalized standards, for the consolidated bank 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.

6 unchanged sentences

As a result, the Company is not subject to the capital requirements until such time as its consolidated assets exceed $3.0 billion.

The Bank met all capital adequacy requirements to which it was subject as of March 31, 2022 and December 31, 2021.

The Bank met all capital adequacy requirements to which it was subject as of June 30, 2022 and December 31, 2021.

The following table presents information about the Bank’s capital levels at the dates presented:

4 unchanged sentences

(Dollars in Thousands)

As of March 31, 2022:

As of June 30, 2022:

Total capital (to risk-weighted assets)

11 unchanged sentences

Note 3 — Equity Securities

The following table is the schedule of equity securities at March 31, 2022 and December 31, 2021.

The following table is the schedule of equity securities at June 30, 2022 and December 31, 2021.

The equity securities consists of our investment in a market-rate bond mutual fund that invests in high quality fixed income bonds, mainly government agency securities whose proceeds are designed to positively impact community development

3 unchanged sentences

Equity Securities, at Fair Value

The following is a summary of unrealized gains recognized in net income on equity securities during the three months ended March 31, 2022 and 2021:

Three Months Ended March 31,

The following is a summary of unrealized gain or loss recognized in net income on equity securities during the three and six months ended June 30, 2022 and 2021:

Three Months Ended June 30,

Six Months Ended June 30,

(In Thousands)

Net loss recognized on equity securities during the period

(In Thousands)

Net (loss) gain recognized on equity securities during the period

Net losses realized on the sale of equity securities during the period

Unrealized net loss recognized on equity securities held at the reporting date

Unrealized net (loss) gain recognized on equity securities held at the reporting date

Note 4 — Securities Available-for-Sale

The following table summarizes the Company’s portfolio of securities available-for-sale at March 31, 2022 and December 31, 2021.

March 31, 2022

The following table summarizes the Company’s portfolio of securities available-for-sale at June 30, 2022 and December 31, 2021.

June 30, 2022

(In Thousands)

5 unchanged sentences

Federal Home Loan Mortgage Corporation

There were no sales of securities available-for-sale as of March 31, 2022 and December 31, 2021.

There were no sales of securities available-for-sale as of June 30, 2022 and December 31, 2021.

Contractual final maturities of mortgage-backed securities were as follows:

March 31, 2022

June 30, 2022

Amortized Cost

3 unchanged sentences

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 March 31, 2022 and December 31, 2021, the Company had no unrealized loss.

At June 30, 2022 and December 31, 2021, the Company had no unrealized loss.

Note 5 — Securities Held-to-Maturity

The following table summarizes the Company’s portfolio of securities held-to-maturity at March 31, 2022 and December 31, 2021.

March 31, 2022

The following table summarizes the Company’s portfolio of securities held-to-maturity at June 30, 2022 and December 31, 2021.

June 30, 2022

(In Thousands)

Municipal Bonds

Mortgage-backed securities – residential:

3 unchanged sentences

Collateralized mortgage obligations – GSE

Total mortgage-backed securities

Municipal Bonds

Treasury securities

December 31, 2021

(In Thousands)

Municipal Bonds

Mortgage-backed securities – residential:

3 unchanged sentences

Collateralized mortgage obligations – GSE

Contractual final maturities of mortgage-backed securities and municipal bonds were as follows at March 31, 2022:

March 31, 2022

Total mortgage-backed securities

Municipal Bonds

Contractual final maturities of mortgage-backed securities, municipal bonds, U.S.

Treasury securities were as follows at June 30, 2022:

June 30, 2022

(In Thousands)

9 unchanged sentences

(In Thousands)

March 31, 2022:

Municipal Bonds

June 30, 2022:

Mortgage-backed securities - residential:

Government National Mortgage Association

Federal Home Loan Mortgage Corporation

1 unchanged sentence

Collateralized mortgage obligations – GSE

Total mortgage-backed securities

Municipal Bonds

Treasury securities

Less than 12 Months

7 unchanged sentences

Collateralized mortgage obligations – GSE

At March 31, 2022, eight mortgage-backed securities and four municipal bonds had unrealized loss due to interest rate volatility.

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.

Total mortgage-backed securities

At June 30, 2022, twelve mortgage-backed securities, five municipal bonds and two U.S.

Treasury notes had unrealized loss due to interest rate volatility.

Management concluded that the unrealized loss reflected above was temporary in nature since the unrealized loss was related primarily to market interest rates volatility, 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, 2021, there was one mortgage-backed security and three municipal bonds with unrealized loss.

At December 31, 2021, there were four mortgage-backed securities and three municipal bonds with unrealized loss.

Note 6 — Loans Receivable and the Allowance for Loan Losses

9 unchanged sentences

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.

The composition of loans were as follows at March 31, 2022 and December 31, 2021:

The composition of loans were as follows at June 30, 2022 and December 31, 2021:

(In Thousands)

5 unchanged sentences

Allowance for loan losses

Deferred loan (fees) costs, net

Loans serviced for the benefit of others totaled approximately $ 13,511,000 and $ 14,610,000 at March 31, 2022 and December 31, 2021, respectively.

The value of mortgage servicing rights was not material at March 31, 2022 and December 31, 2021.

Deferred loan costs, net

Loans serviced for the benefit of others totaled approximately $ 14,368,000 and $ 14,610,000 at June 30, 2022 and December 31, 2021, respectively.

The value of mortgage servicing rights was not material at June 30, 2022 and December 31, 2021.

The Company did not issue Payroll Protection Program (“PPP”) loans associated with the Coronavirus Response and Relief Supplemental Appropriations Act of 2021 (the “CARES Act”) in 2022 or 2021.

The Company had no loans to related parties at March 31, 2022 and December 31, 2021.

The Company had no loans to related parties at June 30, 2022 and December 31, 2021.

In addition, the Company did not originate any loans to related parties in 2022 or 2021.

7 unchanged sentences

This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The following tables summarize the allocation of the allowance for loan losses and loans receivable by loan class and impairment method at March 31, 2022 and December 31, 2021:

At March 31, 2022:

The following tables summarize the allocation of the allowance for loan losses and loans receivable by loan class and impairment method at June 30, 2022 and December 31, 2021:

At June 30, 2022:

(In Thousands)

25 unchanged sentences

collectively evaluated for impairment

The activity in the allowance for loan loss by loan class for the three months ended March 31, 2022 and 2021 was as follows:

The activity in the allowance for loan loss by loan class for the three months ended June 30, 2022 and 2021 was as follows:

(In Thousands)

Allowance for loan losses:

Balance - December 31, 2021

Balance - March 31, 2022

Provision (Benefit)

Balance - June 30, 2022

(In Thousands)

Allowance for loan losses:

Balance - March 31, 2021

Provision (Benefit)

Balance - June 30, 2021

The activity in the allowance for loan loss by loan class for the six months ended June 30, 2022 and 2021 was as follows:

(In Thousands)

2 unchanged sentences

Provision (Benefit)

Balance - March 31, 2021

During both the three months ended March 31, 2022 and 2021, the provision expenses recorded for construction loans were primarily attributed to the increased loan balances.

The credit provision recorded during both three-month periods for other loan segments was due to decreased loan balances.

Balance - June 30, 2022

(In Thousands)

Allowance for loan losses:

Balance - December 31, 2020

Provision (Benefit)

Balance - June 30, 2021

During the three months ended June 30, 2022, the provision expenses recorded for construction loans were primarily attributed to the increased loan balances.

The credit provision recorded for residential loans was due to loan recoveries during the three-month period.

The credit provision recorded for non-residential loans and commercial and industrial loans was due to decreased loan balances.

During the three months ended June 30, 2021, the provision expenses recorded for construction loans were primarily attributed to the increased loan balances.

The credit provision recorded for other loan segments was primarily due to decreased loan balances.

During the six months ended June 30, 2022, the provision expenses recorded for construction loans were attributed to the increased loan balances.

The credit provition recorded for residential loans was primarily due to loan recoveries during the six-month period.

The credit provision recorded for non-residential loans was attributed to loan recoveries and

decreased loan balances.

The credit provision recorded for commercial and industrial loans was primarily due to decreased loan balances.

During the six months ended June 30, 2021, the provision expenses recorded for construction loans were primarily attributed to the increased loan balances.

The credit provision recorded for other loan segments was primarily due to decreased loan balances.

The following table shows our recorded investment, unpaid principal balance and allocated allowance for loan losses for loans that were considered impaired as of and for the periods presented:

As of and for the Three months Ended March 31, 2022 and 2021:

Three Months Ended March 31, 2022

As of and for the Three and Six months Ended June 30, 2022 and 2021:

Three Months Ended June 30, 2022

Six Months Ended June 30, 2022

Unpaid Principal

1 unchanged sentence

Interest Income

Average Recorded

Interest Income

(In Thousands)

7 unchanged sentences

Commercial and industrial

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

Six Months Ended June 30, 2021

Unpaid Principal

1 unchanged sentence

Interest Income

Average Recorded

Interest Income

(In Thousands)

20 unchanged sentences

Commercial and industrial

There was no nonaccrual loans as of March 31, 2022 and December 31, 2021.

The Company did no t recognize any interest income on non-accrual loans during the three months ended March 31, 2022 and 2021.

There were two non-accrual loans totaling $ 769,000 as of June 30, 2022.

The two non-accrual loans are non-residential loans from one borrower and are secured by the same property that is in foreclosure due to a maturity default at June 30, 2022.

The Company did no t recognize any interest income on non-accrual loans during the six months ended June 30, 2022 and 2021.

Interest income that would have been recorded had the loans been on accrual status would have amounted to approximately $ 7,000 for the three and six months ended June 30, 2022.

The Company is not committed to lend additional funds to borrowers whose loans have been placed on non-accrual status.

There were no non-accrual loans at December 31, 2021.

The following tables provide information about delinquencies in our loan portfolio at the dates indicated.

Age Analysis of Past Due Loans as of March 31, 2022:

Age Analysis of Past Due Loans as of June 30, 2022:

(In Thousands)

13 unchanged sentences

The following tables provide certain information related to the credit quality of our loan portfolio.

Credit Risk Profile by Internally Assigned Grade as of March 31, 2022:

Credit Risk Profile by Internally Assigned Grade as of June 30, 2022:

Non-residential

13 unchanged sentences

Total performing

The following is a summary of interest foregone on loans classified as a TDR for the three month periods ended March 31, 2022 and 2021:

Three Months Ended March 31,

The following is a summary of interest foregone on loans classified as a TDR for the three and six month periods ended June 30, 2022 and 2021:

Three Months Ended June 30,

Six Months Ended June 30,

(In Thousands)

Interest income that would have been recognized had the loans performed in accordance with their original terms

1 unchanged sentence

Total foregone interest

There were no loans modified that were deemed to be a TDR during the three months ended March 31, 2022 and 2021.

During the three months ended March 31, 2022 and 2021, none of the loans that were modified during the previous twelve months had defaulted.

There were no loans modified that were deemed to be a TDR during the six months ended June 30, 2022 and 2021.

During the three and six months ended June 30, 2022, two TDR loans were placed on non-accrual status due to maturity default.

During the three and six months ended June 30, 2021, none of the loans that were modified during the previous twelve months had defaulted.

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) January 1, 2022 or (2) 60 days after the President declares a termination of the COVID-19 national emergency were eligible for this relief if the related loans were not more than 30 days past due as of December 31, 2020.

As of March 31, 2022, we had no loans in deferral status under the CARES Act.

As of June 30, 2022, we had no loans in deferral status under the CARES Act.

Note 7 — Real Estate Owned (“REO”)

The Company owned one foreclosed property valued at approximately $ 1,996,000 at March 31, 2022 and December 31, 2021, consisting of an office building located in Pennsylvania.

The Company owned one foreclosed property valued at approximately $ 1,996,000 at June 30, 2022 and December 31, 2021, consisting of an office building located in Pennsylvania.

The property was acquired through foreclosure in December 2014.

1 unchanged sentence

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 amounted to $ 31,000 and $ 41,000 for the three months ended March 31, 2022 and 2021, respectively.

REO expense recorded in the consolidated statements of income amounted to $ 21,000 and $ 26,000 for the three months, and $ 52,000 and $ 68,000 for the six months ended June 30, 2022 and 2021, respectively.

Note 8 — Federal Home Loan Bank of New York (“FHLB”) Advances

FHLB advances are summarized as follows at March 31, 2022 and December 31, 2021:

FHLB advances are summarized as follows at June 30, 2022 and December 31, 2021:

Weighted Average

7 unchanged sentences

After five years (due 2030)

At March 31, 2022, none of the above advances were subject to early call or redemption features.

At June 30, 2022, 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 March 31, 2022, 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 March 31, 2022, these unpledged qualifying mortgage loans were not pledged to any company other than the FHLB.

At March 31, 2022, the Company had the ability to borrow $ 30.5 million, net of $ 21.0 million in outstanding advances, from the FHLB and $ 8.0 million from Atlantic Community Bankers Bank (“ACBB”).

At June 30, 2022, 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 June 30, 2022, these unpledged qualifying mortgage loans were not pledged to any company other than the FHLB.

At June 30, 2022, the Company had the ability to borrow $ 24.1 million, net of $ 21.0 million in outstanding advances, from the FHLB and $ 8.0 million from Atlantic Community Bankers Bank (“ACBB”).

Note 9 — Benefits Plans

1 unchanged sentence

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 information regarding the components of net pension periodic expense measured as of March 31, 2022 and 2021:

Three Months Ended March 31,

The following table sets forth information regarding the components of net pension periodic expense measured as of June 30, 2022 and 2021:

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars In Thousands)

Net periodic pension expense:

2 unchanged sentences

Total net periodic pension expense included in other non-interest expenses

Unrecognized net loss of $ 7,000 and $ 8,000 for the three months ended March 31, 2022 and 2021, respectively, were included in accumulated other comprehensive income.

Unrecognized net loss of $ 7,000 and $ 8,000 for the three months, and $ 14,000 and $ 16,000 for the six months ended June 30, 2022 and 2021, respectively, were included in accumulated other comprehensive income.

Supplemental Executive Retirement Plan (“SERP”)

5 unchanged sentences

No benefits are expected to be paid during the next five years .

Expenses of $ 119,000 and $ 95,000 for the three months ended March 31, 2022 and 2021, respectively, were recorded for this plan and are reflected in the Consolidated Statements of Income under Salaries and Employee Benefits.

Expenses of $ 121,000 and $ 132,000 for the three months, and $ 240,000 and $ 227,000 for the six months ended June 30, 2022 and 2021, respectively, were recorded for this plan and are reflected in the Consolidated Statements of Income under Salaries and Employee Benefits.

Stock-Based Deferral Plan

In June 2021, the Company established a stock-based deferral plan for eligible key executives and members of the Board of Directors of the Company to elect to defer compensation received from the Company for their services and make deemed investments of that deferred compensation in shares of the Company’s common stock.

At March 31, 2022, the Company did not have any obligations under the plan.

At June 30, 2022, the Company did not have any obligations under the 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 during the three and three months ended March 31, 2022 and 2021.

Participants are permitted to contribute from 1 % to 15 % or 60 % of their annual compensation up to the maximum permitted under the Internal Revenue Code.

The Company provided no matching contribution during the three and six months ended June 30, 2022 and 2021.

Employee Stock Ownership Plan (“ESOP”)

6 unchanged sentences

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 at March 31, 2022 and December 31, 2021.

The balance remaining on the first ESOP loan was $ 1,703,000 at June 30, 2022 and December 31, 2021.

The balance remaining on the second ESOP loan was $ 7,270,000 at June 30, 2022 and 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.

4 unchanged sentences

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 totaled approximately $ 258,000 and $ 97,000 for the three months ended March 31, 2022 and 2021, respectively.

Dividends on unallocated shares, which totaled approximately $ 52,000 and $ 5,000 for the three months ended March 31, 2022 and 2021, are recorded as a reduction of the ESOP loan.

Dividends on allocated shares, which totaled approximately $ 36,000 and $ 12,000 for the three months ended March 31, 2022 and 2021, respectively, are charged to retained earnings.

ESOP expense totaled approximately $ 246,000 and $ 106,000 for the three months, and $ 504,000 and $ 203,000 for the six months ended June 30, 2022 and 2021, respectively.

Dividends on unallocated shares, which totaled approximately $ 209,000 and $ 4,000 for the three months, and $ 261,000 and $ 9,000 for the six months ended June 30, 2022 and 2021, are recorded as a reduction of the ESOP loan.

Dividends on allocated shares, which totaled approximately $ 146,000 and $ 11,000 for the three months, and $ 182,000 and $ 23,000 for the six months ended June 30, 2022 and 2021, respectively, are charged to retained earnings.

ESOP shares are summarized as follows:

20 unchanged sentences

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.

At March 31, 2022 and December 31, 2021, the quantitative data relating to the Company’s leases are as follows (in thousands):

At June 30, 2022 and December 31, 2021, the quantitative data relating to the Company’s leases are as follows (in thousands):

Finance Lease Amounts:

9 unchanged sentences

The components of lease expense and cash flow information related to leases as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars In Thousands)

Finance Lease Cost

5 unchanged sentences

Operating leases

Maturities of lease liabilities at March 31, 2022 are as follows (in thousands):

Maturities of lease liabilities at June 30, 2022 are as follows (in thousands):

Years ended December 31:

12 unchanged sentences

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 March 31, 2022 and December 31, 2021:

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 June 30, 2022 and December 31, 2021:

Quoted Prices in

6 unchanged sentences

Mortgage-backed securities

There were no transfers between Level 1 and 2 during the three months ended March 31, 2022 or the year ended December 31, 2021.

The Company did no t have any liabilities that were carried at fair value on a recurring basis at March 31, 2022 and December 31, 2021.

The Company did no t have any assets and liabilities that were carried at fair value on a non-recurring basis at March 31, 2022 and December 31, 2021.

The methods and assumptions used to estimate fair value at March 31, 2022 and December 31, 2021 are as follows:

There were no transfers between Level 1 and 2 during the three and six months ended June 30, 2022 or the year ended December 31, 2021.

The Company did no t have any liabilities that were carried at fair value on a recurring basis at June 30, 2022 and December 31, 2021.

The Company did no t have any assets and liabilities that were carried at fair value on a non-recurring basis at June 30, 2022 and December 31, 2021.

The methods and assumptions used to estimate fair value at June 30, 2022 and December 31, 2021 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.

16 unchanged sentences

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 March 31, 2022 and December 31, 2021:

The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at June 30, 2022 and December 31, 2021:

Fair values for marketable equity securities are determined by quoted market prices on nationally recognized and foreign securities exchanges (Level 1).

5 unchanged sentences

Fair Value at

March 31, 2022

June 30, 2022

(In thousands)

33 unchanged sentences

The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances.

As of March 31, 2022, the Company did not have any significant contract balances.

As of June 30, 2022, 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 three months ended March 31, 2022 and 2021.

The following table presents the Company’s sources of noninterest income for the three and six months ended June 30, 2022 and 2021.

Sources of revenue outside the scope of ASC 606 are noted as such:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In Thousands)

Non-interest income:

2 unchanged sentences

Electronic banking fees and charges

Gain on disposition of equipment (1)

Income from bank owned life insurance (1)

Investment advisory fees

Unrealized gain (loss) on equity securities (1)

Unrealized (loss) gain on equity securities (1)

Miscellaneous (1)

17 unchanged sentences

The following is an analysis of other non-interest expenses:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In Thousands)

Service contracts

50 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements