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Item 1. Financial Statements

2023-11-13 compared with 2023-08-10 · 162 added, 117 removed, 821 unchanged (25% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

September 30,

(In thousands, except share

23 unchanged sentences

Advance payments by borrowers for taxes and insurance

Federal Home Loan Bank advances

Lease Liability – Operating

5 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (continued)

September 30,

(In thousands, except share

16 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands, except per share amounts)

13 unchanged sentences

Investment advisory fees

Unrealized gain (loss) on equity securities

Unrealized loss on equity securities

Total Non-Interest Income

14 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In thousands)

3 unchanged sentences

Reclassification adjustments out of accumulated other comprehensive income:

Amortization of actuarial loss (gain)

Amortization of actuarial (gain) loss

Actuarial loss arising during period

6 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three and Six Months Ended June 30, 2023 and 2022

Three and Nine Months Ended September 30, 2023 and 2022

Comprehensive

16 unchanged sentences

Balance - June 30, 2023

Other comprehensive income

Cash dividend declared ($ 0.06 per share)

Stock repurchases

Compensation expense related to restricted stock awards

Compensation expense related to stock options

ESOP shares earned

Balance – September 30, 2023

Comprehensive

9 unchanged sentences

Balance - June 30, 2022

Other comprehensive income

Cash dividend declared ($ 0.06 per share)

Stock Repurchases

Restricted Stock Award

ESOP shares earned

Balance - September 30, 2022

See notes to interim unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

1 unchanged sentence

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

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

Net amortization of securities premiums and discounts, net

Provision for credit losses

1 unchanged sentence

Deferred income tax benefit

Unrealized (gain) loss recognized on equity securities

Unrealized loss recognized on equity securities

Impairment of real estate owned

Earnings on bank owned life insurance

6 unchanged sentences

Decrease in accounts payable - loan closing

Decrease in accounts payable and accrued expenses

Increase in accounts payable and accrued expenses

Net Cash Provided by Operating Activities

6 unchanged sentences

Purchase of securities held-to-maturity

Purchase of restricted stock

Redemptions of restricted stock

3 unchanged sentences

Net increase in deposits

Proceeds from FRB borrowing

Repayment of FHLB of NY advances

Stock repurchases

Decrease in advance payments by borrowers for taxes and insurance

Increase in advance payments by borrowers for taxes and insurance

Cash dividends paid

Net Cash Provided by (Used in) Financing Activities

Net Cash Provided by Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalents

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

52 unchanged sentences

GAAP “incurred loss” approach to “expected credit losses” approach, which is referred as Current Expected Credit Losses (“CECL”).

CECL measures the credit loss associated with financial assets carried at amortize cost, including loan receivables, held-to-maturity debt securities, off balance sheet credit exposures.

CECL measures the credit loss associated with financial assets carried at amortized cost, including loan receivables, held-to-maturity debt securities, off balance sheet credit exposures.

The company adopted Topic 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balances sheet exposures.

59 unchanged sentences

The Federal Reserve establishes capital requirements, including well capitalized standards, for the consolidated bank holding company, and the FDIC has similar requirements for the Company’s subsidiary bank.

The Bank met all capital adequacy requirements to which it was subject as of June 30, 2023 and December 31, 2022.

The Bank met all capital adequacy requirements to which it was subject as of September 30, 2023 and December 31, 2022.

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

4 unchanged sentences

(Dollars in Thousands)

As of June 30, 2023:

As of September 30, 2023:

Total capital (to risk-weighted assets)

11 unchanged sentences

Note 3 — Equity Securities

The following table is the schedule of equity securities at June 30, 2023 and December 31, 2022.

The following table is the schedule of equity securities at September 30, 2023 and December 31, 2022.

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

The mutual fund focuses exclusively on providing affordable housing for low- and moderate-income borrowers and renters within our delineated lending areas, including those in majority minority census tracts.

September 30,

(In Thousands)

Equity Securities, at Fair Value

The following is a summary of unrealized gain or loss recognized in net income on equity securities during the three and six months ended June 30, 2023 and 2022:

Three Months Ended June 30,

Six Months Ended June 30,

The following is a summary of unrealized gain or loss recognized in net income on equity securities during the three and nine months ended September 30, 2023 and 2022:

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands)

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

Net loss recognized on equity securities during the period

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

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

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

Note 4 — Securities Available-for-Sale

The Company’s portfolio of securities available-for-sale totaled zero and $ 1,000 at June 30, 2023 and December 31, 2022, respectively.

The Company’s portfolio of securities available-for-sale totaled zero and $ 1,000 at September 30, 2023 and December 31, 2022, respectively.

The following table is the schedule of securities available-for-sale at December 31, 2022:

3 unchanged sentences

Federal Home Loan Mortgage Corporation

There were no sales of securities available-for-sale as of June 30, 2023 and December 31, 2022.

At June 30, 2023 and December 31, 2022, the Company had no unrealized loss.

There were no sales of securities available-for-sale as of September 30, 2023 and December 31, 2022.

At September 30, 2023 and December 31, 2022, the Company had no unrealized loss.

Note 5 — Securities Held-to-Maturity

The following table summarizes the Company’s portfolio of securities held-to-maturity at June 30, 2023 and December 31, 2022.

June 30, 2023

The following table summarizes the Company’s portfolio of securities held-to-maturity at September 30, 2023 and December 31, 2022.

September 30, 2023

(In Thousands)

16 unchanged sentences

Treasury securities

Contractual final maturities of mortgage-backed securities and municipal bonds were as follows at June 30, 2023:

June 30, 2023

Contractual final maturities of mortgage-backed securities and municipal bonds were as follows at September 30, 2023:

September 30, 2023

(In Thousands)

12 unchanged sentences

Balance – June 30, 2023

Provision for credit loss

Balance – September 30, 2023

The age of unrealized losses and the fair value of related securities held-to-maturity, for which an allowance for credit losses was not deemed necessary, were as follows:

2 unchanged sentences

(In Thousands)

June 30, 2023:

September 30, 2023:

Mortgage-backed securities - residential:

17 unchanged sentences

Treasury securities

At June 30, 2023, thirty-one mortgage-backed securities and six municipal bonds had unrealized loss due to interest rate volatility.

Management concluded that the unrealized loss reflected above was temporary in nature since the unrealized loss was related primarily to market interest rates volatility, and not related to the underlying credit quality of the issuers of the securities.

At September 30, 2023, thirty-two mortgage-backed securities and seven municipal bonds had unrealized loss due to interest rate volatility.

Management concluded that the unrealized loss reflected above was temporary in nature since the unrealized loss was related primarily to market interest rate 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.

7 unchanged sentences

government, are highly rated by major rating agencies and have a long history of no credit losses.

The six municipal bonds in the portfolio carry no lower than A ratings from the rating agencies at June 30, 2023 and have a long history of no credit losses.

The seven municipal bonds in the portfolio carry no lower than A ratings from the rating agencies at September 30, 2023 and have a long history of no credit losses.

The Company regularly monitors the municipal bonds sector of the market and reviews collectability including such factors as the financial condition of the issuers as well as credit ratings in effect as of the reporting period.

11 unchanged sentences

Prepayment penalties received on loans which pay in full prior to the scheduled maturity are included in interest income in the period the prepayment penalties are collected.

The composition of loans were as follows at June 30, 2023 and December 31, 2022:

The composition of loans were as follows at September 30, 2023 and December 31, 2022:

September 30,

(In Thousands)

6 unchanged sentences

Allowance for credit losses

Loans serviced for the benefit of others totaled approximately $ 34.4 million and $ 22.4 million at June 30, 2023 and December 31, 2022, respectively.

The value of mortgage servicing rights was not material at June 30, 2023 and December 31, 2022.

Loans serviced for the benefit of others totaled approximately $ 37.5 million and $ 22.4 million at September 30, 2023 and December 31, 2022, respectively.

The value of mortgage servicing rights was not material at September 30, 2023 and December 31, 2022.

The allowance for credit losses on loans 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.

6 unchanged sentences

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

The following tables summarize the allocation of the allowance for credit losses based upon the calculation methodology described in Note 1, and loans receivable by loan class and credit loss method at June 30, 2023 and December 31, 2022:

At June 30, 2023:

At September 30, 2023:

(In Thousands)

25 unchanged sentences

collectively evaluated for impairment

The activity in the allowance for credit loss by loan class for the three and six months ended June 30, 2023 and 2022 was as follows:

The activity in the allowance for credit loss by loan class for the three and nine months ended September 30, 2023 and 2022 was as follows:

(In Thousands)

Allowance for credit losses:

Balance -March 31, 2023

Provision (Benefit)

Balance -June 30, 2023

Provision (Benefit)

Balance -September 30, 2023

(In Thousands)

Allowance for loan losses:

Balance - March 31, 2022

Provision (Benefit)

Balance - June 30, 2022

Provision (Benefit)

Balance - September 30, 2022

(In Thousands)

3 unchanged sentences

Provision (Benefit)

Balance - June 30, 2023

Balance - September 30, 2023

(In Thousands)

2 unchanged sentences

Provision (Benefit)

Balance - June 30, 2022

The Company has five individually evaluated loans, totaling $ 15.0 million, of which $ 10.6 million were market-based priced construction loans and $ 4.4 million were collateral-dependent construction loans at June 30, 2023.

Two of these loans totaling $ 4.4 million are secured by the same project located in the Bronx, New York, and are currently placed on non-accrual status.

Three of these loans totaling $ 10.6 million were subsequently sold in July 2023 with a loss of $ 159,000 charged off against the allowance for credit loss on loans.

There was no interest income recognized from non-accrual loans as of June 30, 2023.

Balance - September 30, 2022

During the three and nine months ended September 30, 2023, the provision expenses recorded for residential real estate loans were primarily attributed to the increased loan balances.

During the three months ended September 30, 2023, the credit provision recorded for construction loans was due to decreased loan balances.

During the nine months ended September 30, 2023, the provision expenses recorded for construction loans were primarily attributed to the increased loan balances.

The Company has two individually evaluated loans, totaling $ 4.4 million, which were collateral-dependent construction loans, secured by multi-family real estate, at September 30, 2023.

The two loans are secured by the same project located in the Bronx, New York, and are currently placed on non-accrual status.

There was no interest income recognized from non-accrual loans as of September 30, 2023.

There were no non-accrual loans at December 31, 2022.

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

As of and for the Three and Six Months Ended June 30, 2023 and June 30, 2022:

Three Months Ended June 30, 2023

Six Months Ended June 30, 2023

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

As of and for the Three and Nine Months Ended September 30, 2023 and September 30, 2022:

Three Months Ended September 30, 2023

Nine Months Ended September 30, 2023

Unpaid Principal

3 unchanged sentences

Interest Income

2023 - Collateral Dependent

2023 - Nonperforming

(In Thousands)

7 unchanged sentences

Commercial and industrial

Three Months Ended June 30, 2022

Six Months Ended June 30, 2022

Three Months Ended September 30, 2022

Nine Months Ended September 30, 2022

Unpaid Principal

27 unchanged sentences

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

Age Analysis of Past Due Loans as of June 30, 2023:

Age Analysis of Past Due Loans as of September 30, 2023:

(In Thousands)

22 unchanged sentences

Doubtful – Loans which have all of the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values.

The following table presents the risk category of loans at June 30, 2023 by loan segment and vintage year:

The following table presents the risk category of loans at September 30, 2023 by loan segment and vintage year:

Term Loans Amortized Costs Basis by Origination Year

June 30, 2023

September 30, 2023

Residential real estate

27 unchanged sentences

If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.

There were no loans modified to borrowers experiencing financial difficulty during the three and six months ended June 30, 2023 or the year ended December 31, 2022.

There were no loans modified to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2023 or the year ended December 31, 2022.

Allowance for Credit Losses on Off-Balance Sheet Commitments:

The following table presents the activity in the allowance for credit losses related to off-balance sheet commitments, that is included in Accounts Payable and Accrued Expenses on the consolidated statement of financial condition, for the three and six months ended June 30, 2023:

Allowance for

5 unchanged sentences

Balance – June 30, 2023

Provision for credit loss

Balance – September 30, 2023

Note 7 — Real Estate Owned (“REO”)

The Company owned one foreclosed property valued at approximately $ 1,456,000 at June 30, 2023 and $ 1,456,000 at December 31, 2022, consisting of an office building located in Pennsylvania.

The Company owned one foreclosed property valued at approximately $ 1,456,000 at September 30, 2023 and $ 1,456,000 at December 31, 2022, consisting of an office building located in Pennsylvania.

The property was acquired through foreclosure in December 2014.

1 unchanged sentence

Routine holding costs are charged to expense as incurred and improvements to real estate owned that enhance the value of the real estate are capitalized.

REO expense recorded in the consolidated statements of income amounted to $ 21,000 and $ 21,000 for the three months, and $ 41,000 and $ 52,000 for the six months ended June 30, 2023 and 2022, respectively.

REO expense recorded in the consolidated statements of income amounted to $ 11,000 and $ 200,000 for the three months, and $ 52,000 and $ 252,000 for the nine months ended September 30, 2023 and 2022, respectively.

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

FHLB advances are summarized as follows at June 30, 2023 and December 31, 2022:

Our borrowings include Federal Home Loan Bank of New York (“FHLB”) advances and short-term borrowings from the Discount Window at the Federal Reserve Bank of New York (“FRBNY”).

FHLB advances are summarized as follows at September 30, 2023 and December 31, 2022:

September 30,

Weighted Average

7 unchanged sentences

After five years (due 2030)

At June 30, 2023, none of the above advances were subject to early call or redemption features.

At September 30, 2023, none of the above advances were subject to early call or redemption features.

All advances had fixed interest rates, with the remaining term of nine months for one advance and seven years for the other advance.

At June 30, 2023, the advances were secured by a pledge of the Company’s investment in the capital stock of the FHLB and a blanket assignment of the Company’s otherwise unpledged qualifying mortgage loans.

At June 30, 2023, these unpledged qualifying mortgage loans were not pledged to any company other than the FHLB.

At June 30, 2023, the Company had the ability to borrow $ 32.6 million, net of $ 14.0 million in outstanding advances, from the FHLB and $ 8.0 million from Atlantic Community Bankers Bank (“ACBB”).

At September 30, 2023, 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 September 30, 2023, these unpledged qualifying mortgage loans were not pledged to any company other than the FHLB.

At September 30, 2023, the Company had the ability to borrow $ 31.3 million, net of $ 14.0 million in outstanding advances, from the FHLB and $ 8.0 million from Atlantic Community Bankers Bank (“ACBB”).

On August 30, 2023, the FRBNY approved the Company’s eligibility to pledge loans under the Borrower-in-Custody program of the FRBNY thereby allowing the Company to borrow from the Discount Window at the FRBNY.

As of September 30, 2023, the borrowing from FRBNY was $ 50.0 million, bearing an interest rate of 5.5 % and matures on December 22, 2023.

The Company had an available borrowing limit of $ 739.4 million from the FRBNY as of September 30, 2023.

Note 9 — Benefits Plans

1 unchanged sentence

The DRP is an unfunded non-contributory defined benefit pension plan covering all non-employee directors meeting eligibility requirements as specified in the plan document.

The following table sets forth information regarding the components of net pension periodic expense measured as of June 30, 2023 and 2022:

Three Months Ended June 30,

Six Months Ended June 30,

The following table sets forth information regarding the components of net pension periodic expense measured as of September 30, 2023 and 2022:

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars In Thousands)

4 unchanged sentences

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

Unrecognized net loss of $ 18,000 and $ 7,000 for the three months, and $ 36,000 and $ 14,000 for the six months ended June 30, 2023 and 2022, respectively, were included in accumulated other comprehensive income.

Unrecognized net loss of $ 18,000 and $ 23,000 for the three months, and $ 54,000 and $ 64,000 for the nine months ended September 30, 2023 and 2022, respectively, were included in accumulated other comprehensive income.

Supplemental Executive Retirement Plan (“SERP”)

5 unchanged sentences

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

Expenses of $ 51,000 and $ 121,000 for the three months, and $ 111,000 and $ 240,000 for the six months ended June 30, 2023 and 2022, respectively, were recorded for this plan and are reflected in the Consolidated Statements of Income under Salaries and Employee Benefits.

Expenses of $ 51,000 and $ 121,000 for the three months, and $ 162,000 and $ 361,000 for the nine months ended September 30, 2023 and 2022, respectively, were recorded for this plan and are reflected in the Consolidated Statements of Income under Salaries and Employee Benefits.

Stock-Based Deferral Plan

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

At June 30, 2023, the Company did not have any obligations under the plan.

At September 30, 2023, the Company did not have any obligations under the plan.

The Company maintains a 401(k) plan for all eligible employees.

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

The Company provided no matching contribution during the three and six months ended June 30, 2023 and 2022.

The Company provided no matching contribution during the three and nine months ended September 30, 2023 and 2022.

Employee Stock Ownership Plan (“ESOP”)

6 unchanged sentences

The ESOP may further pay down the principal balance of the loans by using dividends paid, if any, on the shares of Company common stock it owns.

The balance remaining on the first ESOP loan was $ 1,327,000 at June 30, 2023 and December 31, 2022.

The balance remaining on the second ESOP loan was $ 6,850,000 at June 30, 2023 and December 31, 2022.

The balance remaining on the first ESOP loan was $ 1,327,000 at September 30, 2023 and December 31, 2022.

The balance remaining on the second ESOP loan was $ 6,850,000 at September 30, 2023 and December 31, 2022.

Shares purchased with the loan proceeds serve as collateral for the loan and are held in a suspense account for future allocation among ESOP participants.

4 unchanged sentences

Compensation expense is recorded equal to the shares committed to be released multiplied by the average closing price of the Company’s stock during that month.

ESOP expense totaled approximately $ 294,000 and $ 246,000 for the three months, and $ 620,000 and $ 504,000 for the six months ended June 30, 2023 and 2022, respectively.

Dividends on unallocated shares, which totaled approximately $ 47,000 and $ 209,000 for the three months, and $ 94,000 and $ 261,000 for the six months ended June 30, 2023 and 2022, are recorded as a reduction of the ESOP loan.

Dividends on allocated shares, which totaled approximately $ 42,000 and $ 146,000 for the three months, and $ 83,000 and $ 182,000 for the six months ended June 30, 2023 and 2022, respectively, are charged to retained earnings.

expense totaled approximately $ 340,000 and $ 271,000 for the three months, and $ 960,000 and $ 775,000 for the nine months ended September 30, 2023 and 2022, respectively.

Dividends on unallocated shares, which totaled approximately $ 47,000 and $ 52,000 for the three months, and $ 141,000 and $ 313,000 for the nine months ended September 30, 2023 and 2022, are recorded as a reduction of the ESOP loan.

Dividends on allocated shares, which totaled approximately $ 42,000 and $ 36,000 for the three months, and $ 125,000 and $ 219,000 for the nine months ended September 30, 2023 and 2022, respectively, are charged to retained earnings.

ESOP shares are summarized as follows:

September 30,

Allocated shares

19 unchanged sentences

The Company either pays directly or reimburses the lessor for property and casualty insurance cost and the property taxes assessed on the property, as well as a portion of the common area maintenance associated with the property which are categorized as non-components as outlined in the applicable guidance.

At June 30, 2023 and December 31, 2022, the quantitative data relating to the Company’s leases are as follows (in thousands):

At September 30, 2023 and December 31, 2022, the quantitative data relating to the Company’s leases are as follows (in thousands):

September 30,

Finance Lease Amounts:

9 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars In Thousands)

7 unchanged sentences

Operating leases

Maturities of lease liabilities at June 30, 2023 are as follows (in thousands):

Maturities of lease liabilities at September 30, 2023 are as follows (in thousands):

Years ended December 31:

5 unchanged sentences

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.

GAAP has established a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value.

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).

3 unchanged sentences

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 June 30, 2023 and December 31, 2022:

The level of the asset or liability 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 September 30, 2023 and December 31, 2022:

Quoted Prices in

4 unchanged sentences

Recurring Basis

September 30,

Marketable equity securities:

Mortgage-backed securities

There were no transfers between Level 1 and 2 during the three and six months ended June 30, 2023 or the year ended December 31, 2022.

The Company did no t have any liabilities that were carried at fair value on a recurring basis at June 30, 2023 and December 31, 2022.

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 June 30, 2023 and December 31, 2022:

There were no transfers between Level 1 and 2 during the three and nine months ended September 30, 2023 or the year ended December 31, 2022.

The Company did no t have any liabilities that were carried at fair value on a recurring basis at September 30, 2023 and December 31, 2022.

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 September 30, 2023 and December 31, 2022:

Quoted Prices in

4 unchanged sentences

Non-Recurring Basis

September 30,

(In Thousands)

1 unchanged sentence

Real estate owned

The following tables present the qualitative information about non-recurring Level 3 fair value measurements of financial instruments at June 30, 2023 and December 31, 2022:

At June 30, 2023

The following tables present the qualitative information about non-recurring Level 3 fair value measurements of financial instruments at September 30, 2023 and December 31, 2022:

At September 30, 2023

(In Thousands)

13 unchanged sentences

Capitalization rate

The Company did no t have any liabilities that were carried at fair value on a non-recurring basis at June 30, 2023 and December 31, 2022.

The methods and assumptions used to estimate fair value at June 30, 2023 and December 31, 2022 are as follows:

The Company did no t have any liabilities that were carried at fair value on a non-recurring basis at September 30, 2023 and December 31, 2022.

The methods and assumptions used to estimate fair value at September 30, 2023 and December 31, 2022 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.

11 unchanged sentences

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.

1 unchanged sentence

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 June 30, 2023 and December 31, 2022:

The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at September 30, 2023 and December 31, 2022:

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

5 unchanged sentences

Fair Value at

June 30, 2023

September 30, 2023

(In thousands)

9 unchanged sentences

Financial Liabilities

FHLB of New York advances

Fair Value at

21 unchanged sentences

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

As of June 30, 2023, the Company did not have any significant contract balances.

As of September 30, 2023, the Company did not have any significant contract balances.

All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within noninterest income.

The following table presents the Company’s sources of noninterest income for the three and six months ended June 30, 2023 and 2022.

The following table presents the Company’s sources of noninterest income for the three and nine months ended September 30, 2023 and 2022.

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands)

7 unchanged sentences

Investment advisory fees

Unrealized gain (loss) on equity securities (1)

Unrealized loss on equity securities (1)

Miscellaneous (1)

18 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands)

14 unchanged sentences

The following table sets forth the computations of basic and diluted earnings per share:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands, except per share data)

6 unchanged sentences

Dilutive effect of restricted stock

Dilutive effect of stock option

Diluted weighted average shares outstanding

6 unchanged sentences

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 June 30, 2023 and 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 three and six months ended June 30, 2023 follows:

As of September 30, 2023 and 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 three and nine months ended September 30, 2023 follows:

Weighted Average

2 unchanged sentences

Outstanding at June 30, 2023

Compensation expense related to restricted stock was $ 241,000 and $ 482,000 for the three and six months ended June 30, 2023.

At June 30, 2023 and December 31, 2022, the total compensation cost related to non-vested awards that has not yet been recognized was $ 4.0 million and $ 4.7 million, respectively, 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 three and six months ended June 30, 2023 follows:

Outstanding at September 30, 2023

Compensation expense related to restricted stock was $ 241,000 and $ 723,000 for the three and nine months ended September 30, 2023.

At September 30, 2023 and December 31, 2022, the total compensation cost related to non-vested awards that has not yet been recognized was $ 4.0 million and $ 4.7 million, respectively, 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 three and nine months ended September 30, 2023 follows:

Weighted Average

4 unchanged sentences

Exercisable at June 30, 2023

Outstanding at September 30, 2023

Exercisable at September 30, 2023

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 $ 192,000 and $ 384,000 for the three and six months ended June 30, 2023.

At June 30, 2023 and December 31, 2022, unrecognized compensation cost related to stock option awards was $ 3.2 million and $ 3.7 million, respectively, which is expected to be recognized over the next 5 years.

Compensation expense related to stock options was $ 192,000 and $ 576,000 for the three and nine months ended September 30, 2023.

At September 30, 2023 and December 31, 2022, unrecognized compensation cost related to stock option awards was $ 3.2 million and $ 3.7 million, respectively, which is expected to be recognized over the next 5 years.

Note 16 — Recent Accounting Pronouncements

There is no Accounting Standards pending adoption at June 30, 2023.

In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement-Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation-Stock Compensation (Topic 718), which amends or supersedes various SEC paragraphs within the Codification to conform to past SEC announcements and guidance issued by the SEC.

The ASU does not provide any new guidance so there is no transition or effective date associated with it.

This ASU did not have a significant impact on the Company’s financial statements.

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

What changed 10-Q

Item 1. Financial Statements