Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure 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.
Management Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s system of internal control over financial reporting has been designed to provide reasonable assurance to the Company’s management and board of directors regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Any system of internal control over financial reporting, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation and presentation.
The Company’s management has, including the Company’s principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and based on such criteria, we believe that, as of December 31, 2022, the Company’s internal control over financial reporting was effective.
Internal Control Over Financial Reporting. During the quarter and year ended December 31, 2022, 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.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
None.
52
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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 2023 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.
53
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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
54
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
NorthEast Community Bancorp, Inc. 2022 Equity Incentive Plan+
Incorporated by reference to Appendix A to the Company’s Definitive Proxy Materials on Schedule 14A (File No. 001-40589), filed on August 19, 2022
10.8
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
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, 2022, 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.
55
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, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the years 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, 2022 and 2021, and the results of its operations and its cash flows for the years 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 audits. 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 audits 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 audits, 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 audits 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 audits 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 audits 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, 2023
F- 1
Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Financial Condition
December 31,
December 31,
2022
2021
(In thousands, except share
and per share amounts)
ASSETS
Cash and amounts due from depository institutions
$
13,210
$
8,344
Interest-bearing deposits
82,098
143,925
Total cash and cash equivalents
95,308
152,269
Certificates of deposit
100
100
Equity securities
18,041
19,943
Securities available-for-sale, at fair value
1
1
Securities held-to-maturity (fair value of $ 22,865 and $ 17,620 , respectively)
26,395
17,880
Loans receivable
1,217,321
972,851
Deferred loan costs, net
372
484
Allowance for loan losses
( 5,474 )
( 5,242 )
Net loans
1,212,219
968,093
Premises and equipment, net
26,063
23,907
Investments in restricted stock, at cost
1,238
1,569
Bank owned life insurance
25,896
25,291
Accrued interest receivable
8,597
4,283
Goodwill
200
651
Real estate owned
1,456
1,996
Property held for investment
1,444
1,481
Right of Use Assets – Operating
2,312
2,564
Right of Use Assets – Financing
355
359
Other assets
5,338
4,683
Total assets
$
1,424,963
$
1,225,070
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing
$
376,302
$
330,853
Interest bearing
745,653
596,311
Total deposits
1,121,955
927,164
Advance payments by borrowers for taxes and insurance
2,369
1,884
Federal Home Loan Bank advances
21,000
28,000
Lease Liability – Operating
2,363
2,604
Lease Liability – Financing
533
496
Accounts payable and accrued expenses
14,754
13,540
Total liabilities
1,162,974
973,688
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Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Financial Condition (Continued)
December 31,
December 31,
2022
2021
(In thousands, except share
and per share amounts)
Stockholders’ equity:
Preferred stock, $ 0.01 par value; 25,000,000 shares authorized; none issued or outstanding
$
—
$
—
Common stock, $ 0.01 par value; 75,000,000 shares authorized; 16,049,454 shares and 16,377,936 shares issued and outstanding , respectively
161
164
Additional paid-in capital
136,434
145,335
Unearned Employee Stock Ownership Plan (“ESOP”) shares
( 7,432 )
( 8,301 )
Retained earnings
132,670
114,323
Accumulated other comprehensive income (loss)
156
( 139 )
Total stockholders’ equity
261,989
251,382
Total liabilities and stockholders’ equity
$
1,424,963
$
1,225,070
See notes to consolidated financial statements.
F- 3
Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Income
Years Ended December 31,
2022
2021
(In thousands, except per share amounts)
INTEREST INCOME:
Loans
$
69,992
$
47,898
Interest-earning deposits
1,260
115
Securities
750
391
Total Interest Income
72,002
48,404
INTEREST EXPENSE:
Deposits
7,544
4,359
Borrowings
546
706
Financing lease
37
36
Total Interest Expense
8,127
5,101
Net Interest Income
63,875
43,303
Provision for loan loss
439
3,610
Net Interest Income after Provision for Loan Losses
63,436
39,693
NON-INTEREST INCOME:
Other loan fees and service charges
1,994
1,568
Gain on disposition of equipment
98
7
Earnings on bank owned life insurance
604
600
Investment advisory fees
474
514
Realized and unrealized loss on equity securities
( 1,573 )
( 389 )
Other
86
54
Total Non-Interest Income
1,683
2,354
NON-INTEREST EXPENSES:
Salaries and employee benefits
15,549
14,996
Occupancy expense
2,428
2,115
Equipment
1,107
993
Outside data processing
1,886
1,652
Advertising
299
139
Impairment loss on goodwill
451
-
Real estate owned expense
623
93
Other
8,347
6,485
Total Non-Interest Expenses
30,690
26,473
INCOME BEFORE PROVISION FOR INCOME TAXES
34,429
15,574
PROVISION FOR INCOME TAXES
9,586
3,669
NET INCOME
$
24,843
$
11,905
EARNINGS PER COMMON SHARE – BASIC
$
1.61
$
0.75
EARNINGS PER COMMON SHARE – DILUTED
1.58
NA
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC
15,433
15,854
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – DILUTED
15,726
NA
See notes to consolidated financial statements.
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Northeast Community Bancorp, Inc.
Consolidated Statements of Comprehensive Income
Years Ended December 31,
2022
2021
(In thousands)
Net Income
$
24,843
$
11,905
Other comprehensive income:
Defined benefit pension:
Reclassification adjustments out of accumulated other comprehensive income:
Amortization of actuarial loss ¹
27
31
Actuarial gain arising during period
353
27
Total
380
58
Income tax effect ²
( 85 )
( 12 )
Total other comprehensive income
295
46
Total Comprehensive Income
$
25,138
$
11,951
(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 income.
See notes to consolidated financial statements.
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Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
Years Ended December 31, 2022 and 2021
Accumulated
Additional
Other
Number of
Common
Paid- in
Unearned
Retained
Treasury
Comprehensive
Shares
Stock
Capital
ESOP Shares
Earnings
Stock
Loss
Total
(In thousands, except share and per share amounts)
Balance – December 31, 2021
16,377,936
$
164
$
145,335
$
( 8,301 )
$
114,323
$
-
$
( 139 )
$
251,382
Net income
—
—
—
—
24,843
—
—
24,843
Other comprehensive income
—
—
—
—
—
—
295
295
Cash dividend declared ($ 0.42 per share)
—
—
—
—
( 6,496 )
—
—
( 6,496 )
Stock Repurchases
( 680,519 )
( 7 )
( 9,311 )
—
—
—
—
( 9,318 )
Restricted stock award
352,037
4
( 4 )
—
—
—
—
—
Compensation expense related to restricted stock awards
—
—
116
—
—
—
—
116
Compensation expense related to stock options
—
—
92
—
—
—
—
92
ESOP shares earned
—
—
206
869
—
—
—
1,075
Balance – December 31, 2022
16,049,454
$
161
$
136,434
$
( 7,432 )
$
132,670
$
-
$
156
$
261,989
Accumulated
Additional
Other
Number of
Common
Paid- in
Unearned
Retained
Treasury
Comprehensive
Shares 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- 6
Table of Contents
Northeast Community Bancorp, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31,
2022
2021
(In thousands)
Cash Flows from Operating Activities:
Net income
$
24,843
$
11,905
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization (accretion) of securities premiums and discounts, net
27
( 2 )
Provision for loan losses
439
3,610
Depreciation
1,246
1,117
Net amortization of deferred loan fees and costs
509
82
Deferred income tax (benefit) expense
( 1,308 )
118
Realized and Unrealized loss recognized on equity securities
1,573
389
Impairment of goodwill
451
-
Impairment of real estate owned
540
-
Earnings on bank owned life insurance
( 604 )
( 600 )
Gain on dispositions of premises and equipment
( 98 )
( 7 )
ESOP compensation expense
1,075
931
Compensation expense related to stock options
92
-
Compensation expense related to restricted stock
116
-
Increase in accrued interest receivable
( 4,314 )
( 445 )
Decrease in other assets
1,269
830
(Decrease) increase in accounts payable - loan closing
( 91 )
2,688
Increase in accounts payable and accrued expenses
1,774
940
Net Cash Provided by Operating Activities
27,539
21,556
Cash Flows from Investing Activities:
Net increase in loans
( 257,844 )
( 166,670 )
Proceeds from sale of loans
12,770
17,758
Purchase of loans
—
( 3,140 )
Principal repayments on securities available-for-sale
—
1
Principal repayments on securities held-to-maturity
1,495
4,808
Purchase of marketable equity securities
—
( 10,000 )
Purchase of securities held-to-maturity
( 10,038 )
( 15,304 )
Proceeds from sale of fixed assets
—
109
Redemptions of restricted stock
331
26
Purchases of premises and equipment
( 3,304 )
( 6,451 )
Net Cash Used in Investing Activities
( 256,590 )
( 178,863 )
Cash Flows from Financing Activities:
Net increase in deposits
194,791
155,458
Repayment of FHLB of NY advances
( 7,000 )
—
Loan to ESOP
—
( 7,828 )
Issuance of common stock funded by stock subscriptions
—
95,390
Stock repurchases
( 9,318 )
—
Increase (decrease) in advance payments by borrowers for taxes and insurance
485
( 374 )
Cash dividends paid
( 6,868 )
( 2,261 )
Net Cash Provided by Financing Activities
172,090
240,385
Net Increase (Decrease) in Cash and Cash Equivalents
( 56,961 )
83,078
Cash and Cash Equivalents – Beginning
152,269
69,191
Cash and Cash Equivalents – Ending
$
95,308
$
152,269
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Northeast Community Bancorp, Inc.
Consolidated Statements of Cash Flows (Continued)
Years Ended December 31,
2022
2021
(In thousands)
Supplementary Cash Flows Information:
Income taxes paid
$
9,195
$
3,569
Interest paid
$
8,012
$
4,982
Supplementary Disclosure of Non-Cash Investing and Financing Activities:
Recognition of right of use asset – operating
$
289
$
—
Recognition of lease liability – operating
$
289
$
—
Dividends declared and not paid
$
971
$
925
See notes to consolidated financial statements.
F- 8
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 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 eleven branch offices located in Bronx, New York, Orange, Rockland, and Sullivan 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.
F- 9
Table of Contents
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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Table of Contents
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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Table of Contents
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
F- 12
Table of Contents
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
F- 13
Table of Contents
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, 2022 and 2021, 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, 2022 and 2021, the Company had majority of construction loans located in New York state, including $ 440.6 million and $ 279.1 million in the Bronx, $ 104.3 million and $ 85.5 million in the Village of Spring Valley, $ 103.8 million and $ 87.5 million in the Hamlet of Monsey, $ 31.8 million and $ 51.5 million in Brooklyn, and $ 122.4 million and $ 76.4 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, 2022 and 2021, such deposits totaled $ 59.0 million and $ 125.0 million held by the Federal Reserve Bank of New York, $ 26.4 million and $ 21.9 million held by the Federal Home Loan Bank of New York, and $ 1.0 million and $ 1.0 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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Table of Contents
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 2022 and 2021.
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, 2022 and 2021, the Company had $ 1.2 million and $ 1.5 million in FHLB stock, and $ 70,000 and $ 70,000 in ACBB stocks.
Goodwill:
Goodwill at December 31, 2022 and 2021 totaled $ 200,000 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. Impairment charges of $ 451,000 were recorded in 2022 due to increased capitalization rate when evaluating the investment value of the goodwill. No impairment charges were recorded in 2021.
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Table of Contents
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. The Company wrote down $ 540,000 in 2022 due to increased capitalization rate in evaluating the fair value of the properties. No write-downs were recorded in 2021.
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 2022 and 2021.
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, 2022 and 2021, and has not recognized any liabilities for tax uncertainties as of December 31, 2022 and 2021. The Company’s policy is to recognize income tax related interest and penalties in income tax expense; there were no such amounts during the years ended December
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
31, 2022 and 2021. The tax years subject to examination by federal, state, and city taxing authorities are 2019 through 2022.
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, 2022, accumulated other comprehensive income totaled $ 156,000 and included $ 197,000 in prior service cost and actuarial losses of the DRP net of $ 41,000 of related deferred income taxes. 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.
Earnings per Share:
Basic earnings per share is calculated by dividing the net income available to common stockholders by the weighted-average number of common shares outstanding during the period less any unvested restricted shares. 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. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding stock options and are determined using the treasury stock method.
The following table sets forth the computations of basic and diluted earnings per share:
December 31,
2022
2021
(In Thousands, except per share data)
Net income (basic and diluted)
$
24,843
$
11,905
Weighted average shares issued
16,309
17,088
Less: Weighted average treasury shares
—
( 730 )
Less: Weighted average unearned ESOP shares
( 822 )
( 504 )
Less: Weighted average unvested restricted shares
( 54 )
—
Basic weighted average shares outstanding
15,433
15,854
Add: Dilutive effect of restricted stock
293
NA
Add: Dilutive effect of stock option
—
NA
Diluted weighted average shares outstanding
15,726
NA
Net income per share
Basic
$
1.61
$
0.75
Diluted
$
1.58
$
NA
There were 880,097 stock options outstanding at December 31, 2022 that were not included in the computation of diluted earnings per share as their effect would have been anti-dilutive.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
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, 2022 and 2021, the Company has issued and outstanding 16,049,454 and 16,377,936 shares of common stock. 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.
Restricted Stock:
The Company recognizes compensation expense for the fair value of the restricted stock on a straight-line basis over the requisite service period for the entire award. The product of the number of shares granted and the grant date market price of the Company’s common stock determines the fair value of restricted stock under the Company’s 2022 Equity Incentive Plan.
Stock Option Plan:
The Company recognizes the value of share-based payment transactions as compensation costs in the financial statements over the period that an employee provides service in exchange for the award. The fair value of the share-based payments for stock options is estimated using the Black-Scholes option-pricing model on the grant date. The Company accounts for forfeitures as they occur.
Stock Repurchases:
The Company records common stock repurchases at cost and retires the common shares with a charge to common stock and additional paid-in capital.
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.
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.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
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, 2022, 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 Bank is subject to risk-based capital standards by which banks are evaluated in terms of capital adequacy. These regulatory capital requirements are administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital and classification are also subject to qualitative judgments by the regulators. Management believes that, as of December 31, 2022, the Bank meets all capital adequacy requirements to which it is subject.
Prompt corrective action regulations provide five classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At year-end 2022 and 2021, the most recent regulatory notifications categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.
In addition, a capital conservation buffer of 2.50 % is applicable to all capital ratios except for the Tier 1 Leverage ratio. The capital conservation buffer is equal to the lowest value of the three applicable capital ratios less the regulatory minimum (“adequately capitalized”) for each respective capital measurement. Compliance with the capital conservation buffer is required to avoid limitations on certain capital distributions, especially dividends. The Bank is required to maintain a capital conservation buffer of 2.50 % at December 31, 2022 and 2021. The Bank met all capital adequacy requirements to which it was subject as of December 31, 2022 and 2021.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 2 – Mutual Holding Company Reorganization and Regulatory Matters (continued)
Actual and required capital amounts and ratios as of December 31, 2022 and 2021, are presented below:
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, 2022:
Total capital (to risk-weighted assets)
$
222,728
13.66
%
$
≥
130,429
≥
8.00
%
$
≥
163,036
≥
10.00
%
Tier 1 capital (to risk-weighted assets)
217,283
13.33
≥
97,822
≥
6.00
≥
130,429
≥
8.00
Common equity tier 1 capital (to risk-weighted assets)
217,283
13.33
≥
73,366
≥
4.50
≥
105,973
≥
6.50
Core (Tier 1) capital (to adjusted total assets)
217,283
16.50
≥
52,687
≥
4.00
≥
65,858
≥
5.00
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
(1) Ratios do not include the capital conservation buffer.
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,
2022
2021
(In Thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit
$
164,903
$
174,355
Construction loans in process
637,427
436,916
Stand-by letters of credit
12,451
6,922
Commitments to fund unused lines of credit:
Commercial and industrial lines
133,794
130,697
Multi-family real estate equity lines
—
—
Consumer lines
86
90
$
948,661
$
748,980
F- 20
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, 2022 and 2021.
December 31,
2022
2021
(In Thousands)
Equity Securities, at Fair Value
$
18,041
$
19,943
The following is a summary of realized and unrealized losses recognized in net income on equity securities during the year ended December 31, 2022 and 2021:
December 31,
2022
2021
(In Thousands)
Net gain (loss) recognized on equity securities during the period
$
( 1,902 )
$
( 389 )
Capital gain realized on equity securities during the period
329
—
Net losses realized on the sale of equity securities during the period
—
—
Realized and unrealized net gain (loss) recognized on equity securities held at the reporting date
$
( 1,573 )
$
( 389 )
Note 5 – Securities Available-for-Sale
The following table summarized the Company’s portfolio of securities available-for-sale at December 31, 2022 and 2021.
December 31, 2022
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, 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
There were no sales of securities available-for-sale during the years ended December 31, 2022 and 2021.
F- 21
Table of Contents
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, 2022
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, 2022 and 2021, 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, 2022 and 2021.
December 31, 2022
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
Mortgage-backed securities – residential:
Government National Mortgage Association
$
523
$
$
18
$
505
Federal Home Loan Mortgage Corporation
961
—
129
832
Federal National Mortgage Association
2,308
—
250
2,058
Collateralized mortgage obligations – GSE
3,043
—
506
2,537
Total mortgage-backed securities
6,835
—
903
5,932
Municipal Bonds
9,546
—
2,524
7,022
U.S. Treasury securities
10,014
—
103
9,911
$
26,395
$
—
$
3,530
$
22,865
December 31, 2021
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
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
Total mortgage-backed securities
7,863
60
60
7,863
Municipal Bonds
10,017
7
267
9,757
$
17,880
$
67
$
327
$
17,620
F- 22
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, 2022:
December 31, 2022
Amortized
Fair
Cost
Value
(In Thousands)
Due within one year
$
10,563
$
10,547
Due after one but within five years
1,608
1,790
Due after five but within ten years
3,067
2,798
Due after ten years
11,157
7,730
$
26,395
$
22,865
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, 2022:
Mortgage-backed securities - residential:
Government National Mortgage Association
$
505
$
18
$
—
$
—
$
505
$
18
Federal Home Loan Mortgage Corporation
—
—
824
129
824
129
Federal National Mortgage Association
478
33
1,580
217
2,058
250
Collateralized mortgage obligations – GSE
1,777
344
759
162
2,536
506
Total mortgage-backed securities
2,760
395
3,163
508
5,923
903
Municipal Bonds
444
39
6,579
2,485
7,023
2,524
U.S. Treasury securities
9,911
103
—
—
9,911
103
$
13,115
$
537
$
9,742
$
2,993
$
22,857
$
3,530
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:
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
Total mortgage-backed securities
3,946
60
—
—
3,946
60
Municipal Bonds
9,134
267
—
—
9,134
267
$
13,080
$
327
$
—
$
—
$
13,080
$
327
F- 23
Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 6 – Securities Held-to-Maturity (continued)
At December 31, 2022, thirty-five mortgage-backed securities, six 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 were four m ortgage-backed securities and three municipal bonds with unrealized loss.
Note 7 - Loans Receivable and the Allowance for Loan Losses
The composition of loans were as follows at December 31:
December 31,
2022
2021
(In Thousands)
Residential real estate:
One-to-four family
$
5,467
$
7,189
Multi-family
123,385
84,425
Mixed-use
21,902
28,744
Total residential real estate
150,754
120,358
Non-residential real estate
25,324
50,016
Construction
930,628
683,830
Commercial and industrial
110,069
118,378
Consumer
546
269
Total Loans
1,217,321
972,851
Deferred loan costs, net
372
484
Allowance for loan losses
( 5,474 )
( 5,242 )
$
1,212,219
$
968,093
Loans serviced for the benefit of others totaled approximately $ 22,350,000 and $ 14,610,000 at December 31, 2022 and 2021, respectively. The value of mortgage servicing rights was not material at December 31, 2022 and 2021. The Company did not issue PPP loans associated with the CARES Act in 2022 and 2021.
The Company sold loan participations totaling $ 11.5 million and $ 14.6 million in 2022 and 2021. During the year ended December 31, 2022, the Company sold one delinquent loan totaling $ 1,578,000 , net of interest reserve of $ 63,000 , with a charge-off of $ 391,000 recognized on the sale. During the year ended December 31, 2021, the Company sold two loans at par totaling $ 3,148,000 , net of interest reserve of $ 242,000 , with no gain or loss recognized on the sale.
F- 24
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, 2022:
Non-
Commercial
Residential
residential
and
Real Estate
Real Estate
Construction
Industrial
Consumer
Unallocated
Total
(In Thousands)
Allowance for loan losses:
Ending balance
$
528
$
131
$
3,835
$
955
$
18
$
7
$
5,474
Ending balance: individually evaluated for impairment
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Ending balance: collectively evaluated for impairment
$
528
$
131
$
3,835
$
955
$
18
$
7
$
5,474
Loans receivable:
Ending balance
$
150,754
$
25,324
$
930,628
$
110,069
$
546
$
—
$
1,217,321
Ending balance: individually evaluated for impairment
$
855
$
—
$
—
$
—
$
—
$
—
$
855
Ending balance: collectively evaluated for impairment
$
149,899
$
25,324
$
930,628
$
110,069
$
546
$
—
$
1,216,466
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
$
5,088
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
F- 25
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, 2022 and 2021 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, 2021
$
571
$
381
$
3,143
$
973
$
10
$
164
$
5,242
Charge-offs
( 86 )
—
( 328 )
—
( 35 )
—
( 449 )
Recoveries
189
53
—
—
—
—
242
Provision (Benefit)
( 146 )
( 303 )
1,020
( 18 )
43
( 157 )
439
Balance - December 31, 2022
$
528
$
131
$
3,835
$
955
$
18
$
7
$
5,474
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
During the year ended December 31, 2022, the provision expenses recorded for construction loans were attributed to the increased loan balances. The credit provision recorded for residential loans was primarily due to loan recoveries and reduced credit risk. 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 period.
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 nonresidential bridge loan secured by real estate with a balance of $ 3.6 million, as well as increased loan balances in construction loan and commercial and industrial loan segments. The credit provision recorded for residential real estate was due to decreased loan balances.
F- 26
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, 2022:
Recorded
Unpaid Principal
Related
Average Recorded
Interest Income
2022
Investment
Balance
Allowance
Investment
Recognized
(In Thousands)
With no related allowance recorded:
Residential real estate
$
855
$
769
$
—
$
863
$
43
Non-residential real estate
—
—
—
385
14
Construction
—
—
—
—
—
Commercial and industrial
—
—
—
—
—
855
769
—
1,248
57
With an allowance recorded
—
—
—
—
—
Total:
Residential real estate
855
769
—
863
43
Non-residential real estate
—
—
—
385
14
Construction
—
—
—
—
—
Commercial and industrial
—
—
—
—
—
$
855
$
769
$
—
$
1,248
$
57
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
F- 27
Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 7 - Loans Receivable and the Allowance for Loan Losses (continued)
There were no non-accrual loans at the years ended December 31, 2022 and 2021. In 2022, the Company collected $ 23,000 interest income from a non-accrual loan that was satisfied in July 2022. In 2021, the Company did not recognize any interest income from a loan that was in non-accrual status.
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, 2022:
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
$
—
$
—
$
—
$
—
$
5,467
$
5,467
$
—
Multi-family
—
946
—
946
122,439
123,385
—
Mixed-use
—
—
—
—
21,902
21,902
—
Non-residential real estate
—
—
—
—
25,324
25,324
—
Construction loans
—
—
—
—
930,628
930,628
—
Commercial and industrial loans
—
—
—
—
110,069
110,069
—
Consumer
—
—
—
—
546
546
—
$
—
$
946
$
—
$
946
$
1,216,375
$
1,217,321
$
—
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- 28
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 tables provide certain information related to the credit quality of our loan portfolio.
Credit Risk Profile by Internally Assigned Grade as of December 31, 2022:
Residential
Non-residential
Commercial
Real Estate
Real Estate
Construction
and Industrial
Consumer
Total
(In Thousands)
Grade:
Pass
$
148,953
$
25,324
$
930,628
$
110,069
$
546
$
1,215,520
Special Mention
946
—
—
—
—
946
Substandard
855
—
—
—
—
855
Doubtful
—
—
—
—
—
—
$
150,754
$
25,324
$
930,628
$
110,069
$
546
$
1,217,321
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
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)
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,
2022
2021
Number of
Recorded
Number of
Recorded
contracts
Investment
contracts
Investment
(Dollars in Thousands)
Residential Real Estate - Multi-family
—
$
—
—
$
—
Residential Real Estate - Mixed-use
2
855
2
876
Non-residential real estate
—
—
2
746
Total performing
2
$
855
4
$
1,622
The following is a summary of interest foregone on loans classified as TDR for the years ended December 31:
Year Ended December 31,
2022
2021
(In Thousands)
Interest income that would have been recognized had the loans performed in accordance with their original terms
$
69
$
154
Less: Interest income included in the results of operations
57
122
Total foregone interest
$
12
$
32
There were no loans modified that were deemed troubled debt restructuring during the years ended December 31, 2022 and 2021. During the years ended December 31, 2022 and 2021, none of the loans that were modified during the previous twelve months had defaulted.
Note 8 - Premises and Equipment, Net
December 31,
December 31,
2022
2021
(In Thousands)
Land
$
6,652
$
6,432
Buildings and improvements
22,647
19,786
Leasehold improvements
1,741
1,741
Furnishings and equipment
7,880
7,785
38,920
35,744
Accumulated depreciation and amortization
( 12,857 )
( 11,837 )
$
26,063
$
23,907
Depreciation expense on premises and equipment for the fiscal years ended December 31, 2022 and 2021 totaled $ 1.2 million and $ 1.1 million, respectively.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 9 - Accrued Interest Receivable, Net
December 31,
December 31,
2022
2021
(In Thousands)
Loans receivable
$
8,532
$
4,204
Securities
65
79
$
8,597
$
4,283
Note 10 - Goodwill and Intangible Assets
Goodwill and intangible assets at December 31 are summarized as follows:
December 31,
December 31,
2022
2021
(In Thousands)
Goodwill
$
1,310
$
1,310
Accumulative goodwill impairment
( 1,110 )
( 659 )
Goodwill, net of charge-off
$
200
$
651
The Company identified $ 451,000 in goodwill impairment during the year ended December 31, 2022. The Company did no t identify any impairment of goodwill in 2021.
Note 11 - Real Estate Owned (“REO”)
The Company owned one foreclosed property valued at approximately $ 1,456,000 and $ 1,996,000 at December 31, 2022 and 2021, respectively, 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 $ 623,000 and $ 93,000 during the years ended December 31, 2022 and 2021.
Note 12– Property Held For Investment
Property held for investment at December 31 are summarized as follows:
December 31,
December 31,
2022
2021
(In Thousands)
Land
$
500
$
500
Buildings and improvements
1,442
1,442
1,942
1,942
Accumulated depreciation and amortization
( 498 )
( 461 )
$
1,444
$
1,481
The Company owned one property at December 31, 2022 and 2021 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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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 13 – Deposits
Total deposits at December 31, 2022 and 2021 and the weighted average rate of deposits are as follows:
December 31,
2022
2021
Weighted Average
Weighted Average
Amount
Interest Rate
Amount
Interest Rate
(Dollars in Thousands)
Demand deposits:
Non-interest bearing
$
376,302
—
%
$
330,853
—
%
NOW and money market
88,122
0.95
%
118,420
0.53
%
Total
464,424
0.18
%
449,273
0.14
%
Savings accounts
273,839
2.68
%
184,896
0.63
%
Certificates of deposit maturing in:
One year or less
258,873
3.11
%
189,247
0.89
%
After one to two years
76,180
2.78
%
35,677
1.23
%
After two to three years
34,204
0.61
%
16,950
1.82
%
After three to four years
1,318
0.75
%
38,373
0.63
%
After four years
13,117
1.28
%
12,748
1.31
%
Total
383,692
2.75
%
292,995
0.97
%
$
1,121,955
1.67
%
$
927,164
0.50
%
As of December 31, 2022 and 2021, certificates of deposits equal to or in excess of $250,000 totaled approximately $ 205,845,000 and $ 134,733,000 , respectively. At December 31, 2022 and 2021, the demand deposit overdrafts totaled $ 517,000 and $ 233,000 . Overdraft deposits are reclassified as consumer loans and are included in the total loans on the Consolidated Statements of Financial Condition.
The aggregate amount of brokered deposits was $ 114.2 million and $ 44.6 million as of December 31, 2022 and 2021, respectively. At December 31, 2022 and 2021, the Company also had $ 10.9 million and $ 22.3 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 seven 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,
2022
2021
(In Thousands)
Demand deposits
$
918
$
696
Savings accounts
2,688
328
Certificates of deposit
3,938
3,335
$
7,544
$
4,359
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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,
2022
2021
Weighted Average
Weighted Average
Amount
Interest Rate
Amount
Interest Rate
(Dollars in Thousands)
Advances maturing in:
One year or less
$
7,000
2.83
%
$
7,000
2.79
%
After one to three years
7,000
2.86
%
14,000
2.85
%
After three to four years
—
—
%
—
—
%
After five years (due 2030)
7,000
1.61
%
7,000
1.61
%
$
21,000
2.43
%
$
28,000
2.52
%
At December 31, 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 December 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 December 31, 2022, these unpledged qualifying mortgage loans were not pledged to any company other than the FHLB. At December 31, 2022, the Company had the ability to borrow $ 31.5 million, net of $ 21.0 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, 2022 and 2021, 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,
2022
2021
(In Thousands)
Current tax expense
$
10,894
$
3,551
Deferred tax expense
( 1,308 )
118
$
9,586
$
3,669
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 2022 and 2021 to income before taxes:
Years Ended December 31,
2022
2021
(Dollars In Thousands)
Federal income tax at statutory rates
$
7,230
$
3,271
State and city tax, net of federal income tax effect
2,321
506
Non-taxable income on bank owned life insurance
( 127 )
( 126 )
Other
162
18
$
9,586
$
3,669
Effective Income Tax Rate
27.8
%
23.6
%
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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,
2022
2021
(In Thousands)
Deferred tax assets:
Allowance for loan losses
$
1,411
$
1,238
State net operating loss carryforwards
150
82
Benefit plans
2,063
1,562
Accumulated other comprehensive loss – DRP
—
44
Other
273
—
Total Deferred Tax Assets
3,897
2,926
Deferred tax liability:
Depreciation
418
403
Goodwill
52
133
Accumulated other comprehensive gain – DRP
42
—
Other
—
227
Total Deferred Tax Liabilities
512
763
Net Deferred Tax Assets Included in Other Assets
$
3,385
$
2,163
The Company has state net operating loss (NOL) carryforwards totaling approximately $ 3,100,000 at December 31, 2022 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, 2022, 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,
2022
2021
(In Thousands)
Other
$
2,827
$
1,947
Service contracts
1,092
915
Consulting expense
950
1,043
Telephone
611
578
Directors compensation
676
540
Audit and accounting
566
498
Insurance
372
303
Director, officer, and employee expense
258
272
Legal fees
765
231
Office supplies and stationary
137
129
Recruiting expense
93
29
$
8,347
$
6,485
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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,
2022
2021
(Dollars In Thousands)
Projected benefit obligation – beginning
$
2,087
$
2,046
Service cost
97
124
Interest cost
81
48
Actuarial gain
( 353 )
( 27 )
Benefits Paid
( 104 )
( 104 )
Projected benefit obligation – ending
$
1,808
$
2,087
Funded status – accrued liability included in accounts payable and accrued expenses
$
1,808
$
2,087
Accumulated benefit obligation
$
1,712
$
1,947
Discount rate
4.83
%
2.45
%
Rate of increase in future compensation levels
2.00
%
2.00
%
Years Ended December 31,
2022
2021
(Dollars In Thousands)
Net periodic pension expense:
Service cost
$
97
$
124
Interest cost
81
48
Actuarial loss amortized
27
31
Total net periodic pension expense included in other non-interest expenses
$
205
$
203
Discount rate
4.83
%
2.45
%
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):
2023
$
104
2024
204
2025
190
2026
204
2027
232
2028 to 2032
959
At December 31, 2022 and 2021, unrecognized net gain of $ 353,000 and $ 27,000 , 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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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, 2022 and 2021, expenses of $ 239,000 and $ 455,000 , respectively, were recorded for this plan and are reflected in the Consolidated Statements of Income under Salaries and Employee Benefits. At December 31, 2022 and 2021, a liability for this plan of $ 4,017,000 and $ 3,778,000 , 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 % or 60 % of their annual compensation up to the maximum permitted under the Internal Revenue Code. The Company provided no matching contribution in 2022 and 2021.
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 December 31, 2022 and 2021, the Company did not have any obligations under the plan.
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 $ 1,327,000 and $ 1,703,000 at December 31, 2022 and 2021. The balance remaining on the second ESOP loan was $ 6,850,000 and $ 7,270,000 at December 31, 2022 and 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
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 17 - Benefits Plans (continued)
Employee Stock Ownership Plan (“ESOP”)(continued)
established in 2022 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, 2022 and 2021, totaled approximately $ 1,075,000 and $ 931,000 , respectively. Dividends on unallocated shares, which totaled approximately $ 365,000 and $ 115,000 during 2022 and 2021, respectively, are recorded as a reduction of the ESOP loan. Dividends on allocated shares, which totaled approximately $ 255,000 and $ 63,000 during 2022 and 2021, respectively, are charged to retained earnings.
ESOP shares are summarized as follows:
December 31,
2022
2021
Allocated shares
607,922
521,012
Shares committed to be released
86,920
86,910
Unearned shares
782,567
869,487
Total ESOP Shares
1,477,409
1,477,409
Less allocated shares distributed to former or retired employees
( 122,280 )
( 106,369 )
Total ESOP Shares Held by Trustee
1,355,129
1,371,040
Fair value of unearned shares
$
11,675,897
$
9,677,390
Note 18 – Stock Based Compensation
At a special shareholders meeting held on September 29, 2022, the Company’s shareholders approved the Company’s 2022 Equity Incentive Plan whereby 1,369,771 shares of the Company’s common stock were reserved from authorized but unissued shares for purposes of grants of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, performance shares and performance units to selected employees and non-employee directors of the Company. Under this plan, 86,880 shares of restricted stock and 217,206 nonqualified stock options in the aggregate were awarded to six non-employee directors of the Company on September 30, 2022, and 265,157 shares of restricted stock and 662,891 nonqualified stock options were in the aggregate were awarded to employees of the Company on November 17, 2022. The restricted shares and nonqualified stock options vest at a rate of 20 % per year from the date of the grants.
The product of the number of shares granted and the grant date market price of the Company’s common stock determine the fair value of restricted stock under the Company’s 2022 Equity Incentive plan. Management recognizes compensation expense for the fair value of restricted stock on a straight-line basis over the requisite service period for the entire award. As of December 31, 2022, there were 137,637 shares available for future awards under this plan, which includes 98,311 shares available for stock options and 39,326 shares available for restricted stock awards.
A summary of the Company’s restricted stock activity and related information for the year ended December 31 follows:
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 18 – Stock Based Compensation (continued)
2022
Weighted
Average
Shares
Market Price
Outstanding, Beginning of year
—
$
—
Granted
352,037
13.67
Forfeited
—
—
Vested
—
—
Outstanding, end of year
352,037
$
13.67
Compensation expense related to restricted stock was $ 116,000 for the year ended December 31, 2022. The per share weighted-average grant-date fair value of restricted shares granted during 2022 was $ 13.67 . At December 31, 2022, the total compensation cost related to non-vested awards that has not yet been recognized was $ 4.7 million, which is expected to be recognized over the next 5 years .
A summary of the Company’s stock option activity and related information for the years ended December 31 follows:
2022
Weighted
Average
Options
Exercise Price
Outstanding, Beginning of year
—
$
—
Granted
880,097
13.67
Forfeited
—
—
Vested
—
—
Outstanding, end of year
880,097
$
13.67
Exercisable at end of year
—
—
Weighted average fair value
of options granted in current year
$
4.36
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
Pricing Model Assumption Ranges
2022
Risk-free interest rate
3.87 - 3.97
%
Expected volatility
28.79 - 28.94
%
Expected dividend yield
1.70 - 1.94
%
Expected life
7.50
Compensation cost related to stock options is recognized based on the fair value of the stock options at the grant date on a straight line basis over the vesting period. Compensation expense related to stock options was $ 92,000 for the year ended December 31, 2022. At December 31, 2022, unrecognized compensation cost related to stock option awards was $ 3.7 million, which is expected to be recognized over the next 5 years .
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 19 - 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 1 and 7 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 94 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 19 – Leases (continued)
The quantitative data relates to the Company’s leases are as follows (in thousands):
December 31,
December 31,
2022
2021
Finance Lease Amounts:
ROU asset
$
355
$
359
Lease liability
$
533
$
496
Operating Lease Amounts:
ROU assets
$
2,312
$
2,564
Lease liabilities
$
2,363
$
2,604
Finance Lease Cost
Amortization of ROU asset
$
4
$
4
Interest on lease liability
$
37
$
36
Operating Lease Costs
$
567
$
566
Cash paid for amounts included in the measurement of lease liabilities
Finance lease
$
—
$
—
Operating leases
$
558
$
545
Weighted-average remaining lease term
Finance lease
94 years
95 years
Operating leases
6.19 years
7.02 years
Weighted-average discount rate
Finance lease
9.50
%
9.50
%
Operating leases
1.50
%
1.22
%
Maturities of lease liabilities at December 31, 2022 are as follows (in thousands):
Operating
Finance
Leases
Lease
Years ended December 31:
2023
$
523
$
30
2024
436
30
2025
398
30
2026
235
31
2027
239
33
Thereafter
596
4,016
Total lease payments
$
2,427
$
4,170
Interest
( 64 )
( 3,637 )
Lease liability
$
2,363
$
533
Note 20 – 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 21 - 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
2022
2021
2022
2021
2022
2021
2022
2021
Assets:
Marketable equity securities:
Mutual funds
$
18,041
$
19,943
$
—
$
—
$
—
$
—
$
18,041
$
19,943
Mortgage-backed securities
FHLMC
—
—
1
1
—
—
1
1
Total assets
$
18,041
$
19,943
$
1
$
1
$
—
$
—
$
18,042
$
19,944
There were no transfers between Level 1 and 2 during the years ended December 31, 2022 and 2021. The Company did no t have any liabilities that were carried at fair value on a recurring basis at December 31, 2022 and 2021.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 21 – 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
2022
2021
2022
2021
2022
2021
2022
2021
(In Thousands)
Assets:
Impaired loans
$
—
$
—
$
—
$
—
$
855
$
—
$
855
$
—
Real estate owned
—
—
—
—
1,456
—
1,456
—
Total assets
$
—
$
—
$
—
$
—
$
2,311
$
—
$
2,311
$
—
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, 2022
Fair
Valuation
Unobservable
Weighted
Value
Technique
Input
Range
Average
(In Thousands)
Assets:
Impaired loans
$
855
Income approach
Capitalization rate
5.60
%
5.60
%
Real estate owned
1,456
Income approach
Capitalization rate
12.00
%
12.00
%
The Company did not have any assets that were carried at fair value on a non-recurring basis at December 31, 2021. The Company did no t have any liabilities that were carried at fair value on a non-recurring basis at December 31, 2022 and 2021.
The methods and assumptions used to estimate fair value at December 31, 2022 and 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. 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 21 - 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, 2022 and 2021:
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 21 - 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, 2022
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
$
95,308
$
95,308
$
95,308
$
—
$
—
Certificates of deposit
100
100
—
100
—
Marketable equity securities
18,041
18,041
18,041
—
—
Securities available for sale
1
1
—
1
—
Securities held to maturity
26,395
22,865
—
22,865
—
Loans receivable
1,212,219
1,191,483
—
—
1,191,483
Investments in restricted stock
1,238
1,238
—
1,238
—
Accrued interest receivable
8,597
8,597
—
8,597
—
Financial Liabilities
Deposits
1,121,955
1,121,107
—
1,121,107
—
FHLB of New York advances
21,000
19,437
—
19,437
—
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
—
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 22 – Related Party Transactions
The Company had no loans to related parties at December 31, 2022 and 2021. In addition, the Company did not originate any loans to related parties in 2022 and 2021. Deposits of related parties at the Company totaled $ 2.4 million and $ 1.7 million at December 31, 2022 and 2021, 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, 2022 and 2021, construction loan borrowers of the Company paid $ 835,000 and $ 780,000 respectively in legal fees to Mr. O’Malley’s law firm in connection with closing of construction loans. In addition, in fiscal year 2022 and 2021, the Company paid Mr. O’Malley’s law firm $ 3,000 and $ 26,000 for legal services provided on a corporate related matter.
Note 23 – 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, 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 years ended December 31, 2022 and 2021. Sources of revenue outside the scope of ASC 606 are noted as such:
December 31,
2022
2021
(In Thousands)
Non-interest income:
Deposit-related fees and charges
$
67
$
71
Loan-related fees and charges (1)
1,064
828
Electronic banking fees and charges
863
669
Gain on disposition of equipment (1)
98
7
Income from bank owned life insurance (1)
604
600
Investment advisory fees
474
514
Realized and unrealized loss on equity securities (1)
( 1,573 )
( 389 )
Miscellaneous (1)
86
54
Total non-interest income
$
1,683
$
2,354
(1) Not within the scope of ASC 606.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 23 – 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. The Company discontinued the imposition of overdraft fees on all consumer and business accounts in August 2022. 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 24 – Recent Accounting Pronouncements
Accounting Standards Pending Adoption:
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This standard, along with several other subsequent codification updates, replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses that are expected to occur over the remaining life of a financial asset and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The new current expected credit losses model (“CECL”) will apply to the allowance for loan losses, available-for-sale and held-to-maturity debt securities, purchased financial assets with credit deterioration and certain off-balance sheet credit exposures.
In adoption of ASU 2016-13 effective on January 1, 2023, the Company has finalized the methodology determination, software models, quantitative framework, and policies and procedures for how to determine expected credit losses under the new guidance. Management is finalizing the qualitative component of the CECL calculation and is working with an independent third-party consultant to review internal procedures, policies, assumptions, and validate system models.
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Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 24 – Recent Accounting Pronouncements (continued)
Reference Rate Reform (Topic 848)
In January 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls “reference rate reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the sunset (or expiration) date of Accounting Standards Codification (ASC) Topic 848 to December 31, 2024. This gives reporting entities two additional years to apply the accounting relief provided under ASC Topic 848 for matters related to reference rate reform. ASU 2022-06 is effective for all reporting entities immediately upon issuance and must be applied on a prospective basis. This Update is not expected to have a significant impact on the Company’s financial statements.
Fair Value Measurement (Topic 820)
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This amendment clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. It also introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The amendments will be applied prospectively, with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This Update is not expected to have a significant impact on the Company’s financial statements.
Presentation of Financial Statements (Topic 205)
In August 2022, the FASB issued ASU 2022-06, 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 25 - Subsequent Events
The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these consolidated financial statements were issued.
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Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 26 – Parent Company Only Financial Information
The following are the condensed financial statements for Northeast Community Bancorp, Inc. (Parent company only) as of December 31, 2022 and 2021 and for the years then ended.
Condensed Statements of Financial Condition
December 31,
2022
2021
(In Thousand)
Assets
Cash and due from banks
$
20,334
$
44,388
Investment in subsidiary
220,706
194,497
Loans receivable, net of allowance for loan losses of $ 92 and $ 29 , respectively (1)
13,688
4,477
ESOP loan receivable
8,177
8,973
Total Assets
$
262,905
$
252,335
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses
$
916
$
953
Total Liabilities
916
953
Total Stockholders’ Equity
261,989
251,382
Total Liabilities and Stockholders’ Equity
$
262,905
$
252,335
(1) Represents participation loans purchased from the Bank
F- 48
Table of Contents
Northeast Community Bancorp, Inc.
Notes to Consolidated Financial Statements
Note 26 – Parent Company Only Financial Information (continued)
Condensed Statements of Income and Comprehensive Income
Years Ended December 31,
2022
2021
(In Thousand)
Interest income – loans
$
240
$
287
Interest income – ESOP loan
377
289
Interest income – interest-earning deposits
343
1
Provision for loan losses
—
—
Operating expenses
( 956 )
( 248 )
Income before Income Tax Expense and Equity in Undistributed Earnings of Subsidiary
4
329
Income tax expense
1
82
Income before Equity in Undistributed Earnings of Subsidiary
3
247
Equity in undistributed earnings of subsidiary
24,840
11,658
Net Income
$
24,843
$
11,905
Comprehensive Income
$
25,138
$
11,951
Statements of Cash Flow
Years Ended December 31,
2022
2021
(In Thousand)
Cash Flows from Operating Activities
Net income
$
24,843
$
11,905
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiary
( 24,840 )
( 11,658 )
Increase in other liabilities
544
161
Net Cash Provided by Operating Activities
547
408
Cash Flows from Investing Activities
Repayment of ESOP loan
796
906
Net increase in loans
( 9,211 )
( 560 )
Capital infusion to subsidiary
—
( 47,511 )
Net Cash (Used in) Provided by Investing Activities
( 8,415 )
( 47,165 )
Cash Flows from Financing Activities
Cash dividends paid
( 6,868 )
( 2,261 )
Loan to ESOP
—
( 7,828 )
Issuance of common stock
—
95,390
Stock repurchase
( 9,318 )
—
Net Cash Provided by (Used in) Financing Activities
( 16,186 )
85,301
Net Increase (Decrease) in Cash and Cash Equivalents
( 24,054 )
38,544
Cash and Cash Equivalents – Beginning
44,388
5,844
Cash and Cash Equivalents – Ending
$
20,334
$
44,388
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Table of Contents
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, 2023
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, 2023
Kenneth A. Martinek
(Principal Executive Officer)
/s/ Jose M. Collazo
President, Chief Operating Officer and Director
March 30, 2023
Jose M. Collazo
/s/ Donald S. Hom
Executive Vice President and Chief Financial Officer
March 30, 2023
Donald S. Hom
(Principal Financial and Accounting Officer)
/s/ Diane B. Cavanaugh
Director
March 30, 2023
Diane B. Cavanaugh
/s/ Charles M. Cirillo
Director
March 30, 2023
Charles M. Cirillo
/s/ Eugene M. Magier
Director
March 30, 2023
Eugene M. Magier
/s/ Charles A. Martinek
Director
March 30, 2023
Charles A. Martinek
/s/ John F. McKenzie
Director
March 30, 2023
John F. McKenzie
/s/ Kevin P. O’Malley
Director
March 30, 2023
Kevin P. O’Malley
Table of Contents
/s/ Kenneth H. Thomas
Director
March 30, 2023
Kenneth H. Thomas
/s/ Linda M. Swan
Director
March 30, 2023
Linda M. Swan
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.