Item 1. Financial Statements
Item 1. Financial Statements
NORTHEAST COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
March 31,
December 31,
2025
2024
(In thousands, except share
and per share amounts)
ASSETS
Cash and amounts due from depository institutions
$
11,524
$
13,700
Interest-bearing deposits
77,934
64,559
Total cash and cash equivalents
89,458
78,259
Certificates of deposit
100
100
Equity securities
23,294
21,994
Securities held-to-maturity ( net of allowance for credit losses of $ 126 and $ 126 , respectively )
14,487
14,616
Loans receivable
1,725,664
1,812,647
Deferred loan fees, net
( 63 )
( 49 )
Allowance for credit losses
( 5,127 )
( 4,830 )
Net loans
1,720,474
1,807,768
Premises and equipment, net
24,889
24,805
Investments in restricted stock, at cost
397
397
Bank owned life insurance
25,905
25,738
Accrued interest receivable
12,432
13,481
Real estate owned
5,120
5,120
Property held for investment
1,361
1,370
Right of Use Assets – Operating
3,856
4,001
Right of Use Assets – Financing
346
347
Other assets
11,257
11,585
Total assets
$
1,933,376
$
2,009,581
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing
$
278,694
$
287,135
Interest bearing
1,307,321
1,383,240
Total deposits
1,586,015
1,670,375
Advance payments by borrowers for taxes and insurance
2,298
1,618
Lease Liability – Operating
3,972
4,108
Lease Liability – Financing
619
609
Accounts payable and accrued expenses
13,262
14,530
Total liabilities
1,606,166
1,691,240
See notes to interim unaudited consolidated financial statements.
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NORTHEAST COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (continued)
(Unaudited)
March 31,
December 31,
2025
2024
(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; 14,023,376 shares and 14,016,254 shares issued and outstanding , respectively
140
140
Additional paid-in capital
110,871
110,091
Unearned Employee Stock Ownership Plan (“ESOP”) shares
( 5,870 )
( 6,088 )
Retained earnings
221,858
213,974
Accumulated other comprehensive income
211
224
Total stockholders’ equity
327,210
318,341
Total liabilities and stockholders’ equity
$
1,933,376
$
2,009,581
See notes to interim unaudited consolidated financial statements.
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NORTHEAST COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31,
2025
2024
(In thousands, except
per share amounts)
INTEREST INCOME:
Loans
$
36,882
$
36,703
Interest-earning deposits
1,081
1,200
Securities
244
218
Total Interest Income
38,207
38,121
INTEREST EXPENSE:
Deposits
13,933
12,394
Borrowings
-
731
Financing lease
10
10
Total Interest Expense
13,943
13,135
Net Interest Income
24,264
24,986
Provision for (reversal of) credit loss
237
( 165 )
Net Interest Income after Provision for (Reversal of) Credit Loss
24,027
25,151
NON-INTEREST INCOME:
Other loan fees and service charges
740
462
Earnings on bank owned life insurance
167
157
Unrealized gain (loss) on equity securities
300
( 82 )
Other
28
17
Total Non-Interest Income
1,235
554
NON-INTEREST EXPENSES:
Salaries and employee benefits
5,933
5,351
Occupancy expense
747
707
Equipment
217
253
Outside data processing
735
637
Advertising
102
88
Real estate owned expense
30
11
Other
2,855
2,634
Total Non-Interest Expenses
10,619
9,681
INCOME BEFORE PROVISION FOR INCOME TAXES
14,643
16,024
PROVISION FOR INCOME TAXES
4,076
4,650
NET INCOME
$
10,567
$
11,374
EARNINGS PER COMMON SHARE – BASIC
$
0.80
$
0.87
EARNINGS PER COMMON SHARE – DILUTED
0.78
0.86
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC
13,192
13,118
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – DILUTED
13,560
13,191
See notes to interim unaudited consolidated financial statements.
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NORTHEAST COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended March 31,
2025
2024
(In thousands)
Net Income
$
10,567
$
11,374
Other comprehensive income (loss):
Defined benefit pension:
Reclassification adjustments out of accumulated other comprehensive income (loss):
Amortization of actuarial gain
( 10 )
( 13 )
Actuarial (gain) loss arising during period
( 10 )
18
Total
( 20 )
5
Income tax effect¹
7
( 2 )
Total other comprehensive income (loss)
( 13 )
3
Total Comprehensive Income
$
10,554
$
11,377
¹ Amounts are included in provision for income taxes in the consolidated statements of income.
See notes to interim unaudited consolidated financial statements.
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NORTHEAST COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Three months Ended March 31, 2025 and 2024
(Unaudited)
Accumulated
Additional
Other
Number of
Common
Paid- in
Unearned
Retained
Comprehensive
Shares, net
Stock
Capital
ESOP Shares
Earnings
Income
Total
(In thousands, except share and per share amounts)
Balance – December 31, 2024
14,016,254
$
140
$
110,091
$
( 6,088 )
$
213,974
$
224
$
318,341
Net income
—
—
—
—
10,567
—
10,567
Other comprehensive loss
—
—
—
—
—
( 13 )
( 13 )
Cash dividend declared ($ 0.20 per share)
—
—
—
—
( 2,683 )
—
( 2,683 )
Compensation expense related to restricted stock awards
—
—
293
—
—
—
293
Compensation expense related to stock options
—
—
185
—
—
—
185
Stock option exercise
7,122
—
—
—
—
—
—
ESOP shares earned
—
—
302
218
—
—
520
Balance – March 31, 2025
14,023,376
$
140
$
110,871
$
( 5,870 )
$
221,858
$
211
$
327,210
Accumulated
Additional
Other
Number of
Common
Paid- in
Unearned
Retained
Comprehensive
Shares, net
Stock
Capital
ESOP Shares
Earnings
Income
Total
(In thousands, except share and per share amounts)
Balance – December 31, 2023
14,144,856
$
142
$
109,924
$
( 6,563 )
$
175,505
$
317
$
279,325
Net income
—
—
—
—
11,374
—
11,374
Other comprehensive income
—
—
—
—
—
3
3
Cash dividend declared ($ 0.10 per share)
—
—
—
—
( 1,337 )
—
( 1,337 )
Stock repurchases
( 80,060 )
( 1 )
( 1,250 )
—
—
—
( 1,251 )
Compensation expense related to restricted stock awards
—
—
252
—
—
—
252
Compensation expense related to stock options
—
—
192
—
—
—
192
Stock option exercise
1,000
—
14
—
—
—
14
ESOP shares earned
—
—
135
217
—
—
352
Balance - March 31, 2024
14,065,796
$
141
$
109,267
$
( 6,346 )
$
185,542
$
320
$
288,924
See notes to interim unaudited consolidated financial statements .
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NORTHEAST COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
2025
2024
(In thousands)
Cash Flows from Operating Activities:
Net income
$
10,567
$
11,374
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of securities premiums and discounts, net
1
1
Provision for (reversal of) credit losses
237
( 165 )
Depreciation
298
297
Net (accretion) amortization of deferred loan fees and costs
( 60 )
14
Deferred income tax benefit
( 136 )
( 97 )
Unrealized (gain) loss recognized on equity securities
( 300 )
82
Earnings on bank owned life insurance
( 167 )
( 157 )
ESOP compensation expense
520
352
Compensation expense related to stock options
185
192
Compensation expense related to restricted stock
293
252
Decrease (increase) in accrued interest receivable
1,049
( 641 )
Decrease in other assets
619
3,991
Increase (decrease) in accounts payable - loan closing
42
( 59 )
Decrease in accounts payable and accrued expenses
( 2,205 )
( 2,528 )
Net Cash Provided by Operating Activities
10,943
12,908
Cash Flows from Investing Activities:
Net decrease (increase) in loans
86,912
( 71,136 )
Proceeds from sale of loans
380
3,424
Principal repayments on securities held-to-maturity
128
128
Purchase of marketable equity securities
( 1,000 )
—
Redemptions of restricted stock
—
315
Purchases of premises and equipment
( 382 )
( 68 )
Net Cash Provided by (Used in) Investing Activities
86,038
( 67,337 )
Cash Flows from Financing Activities:
Net (decrease) increase in deposits
( 84,360 )
111,966
Repayment of FRB borrowings
—
( 10,000 )
Repayment of FHLB of NY advances
—
( 7,000 )
Stock repurchases
—
( 1,251 )
Stock option exercised
—
14
Increase in advance payments by borrowers for taxes and insurance
680
326
Cash dividends paid
( 2,102 )
( 849 )
Net Cash (Used in) Provided by Financing Activities
( 85,782 )
93,206
Net Increase in Cash and Cash Equivalents
11,199
38,777
Cash and Cash Equivalents – Beginning
78,259
68,671
Cash and Cash Equivalents – Ending
$
89,458
$
107,448
See notes to interim unaudited consolidated financial statements.
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NORTHEAST COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
Three Months Ended March 31,
2025
2024
(In thousands)
Supplementary Cash Flows Information:
Income taxes paid
$
4,667
$
4,019
Interest paid
$
13,789
$
12,866
Supplementary Disclosure of Non-Cash Investing and Financing Activities:
Dividends declared and not paid
$
2,805
$
1,407
See notes to interim unaudited consolidated financial statements.
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NORTHEAST COMMUNITY BANCORP, INC.
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, unless otherwise stated)
(Unaudited)
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 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 the 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, brokered deposits, military deposits, and listing deposit services as sources 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 and service charges.
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 New York State. NECB Financial terminated its license in Connecticut on February 22, 2024 due to the sale of all the Bank’s assets relating to Harbor West Wealth Management Group to a third party in January 2024. This subsidiary is currently inactive.
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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 property for the Bank branch located in Airmont, New York.
3 Winterton Realty LLC, a New York limited liability company and wholly owned subsidiary of the Bank, was formed in October 2021 to facilitate the purchase or lease of real property by the Bank and currently owns the property for the Bank branch located in Bloomingburg, New York.
NECB Real Estate LLC (“NECB Real Estate”), a New York limited liability company and wholly owned subsidiary of the Bank, was formed in October 2024 to facilitate the purchase or lease of real property by the Bank. NECB Real Estate currently owns one foreclosed property located in the Bronx, New York.
Principal of Consolidations:
The accompanying unaudited consolidated financial statements include the accounts of the Company, the Bank, NECP, NECB Financial, 72 West Eckerson, 166 Route 59 Realty, 3 Winterton Realty LLC, and NECB Real Estate (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-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to such rules and regulations. The unaudited consolidated interim financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
In the opinion of the Company, all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the operating results for the interim periods have been included. The results of operations for periods of less than a year are not necessarily indicative of results for the full year or any other period.
Use of Estimates:
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowance for credit losses.
Loan Concentration Risk:
The Company’s lending activity is concentrated in construction loans secured by the construction primarily of multi-family, residential condominium properties, and occasionally non-residential properties located in New York State and occasionally by the renovation of multi-family properties in Massachusetts. As of March 31, 2025 and December 31, 2024, the Company had a majority of construction loans located in New York State, including $ 626.2 million and $ 708.5 million in the Bronx, $ 222.4 million and $ 246.4 million in the Town of Monroe, $ 87.6 million and $ 112.4 million in the Hamlet of Monsey, and $ 140.4 million and $ 141.6 million in the Village of Spring Valley. At March 31, 2025, the Company had $ 99.5 million, or 7.7 %, of construction loans located in Rockland County, New York, related to office space or commercial use.
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Note 2 — Regulatory Capital
The Company and the Bank are subject to regulatory capital requirements promulgated by the federal banking agencies. The Federal Reserve establishes capital requirements, including well capitalized standards, for the consolidated bank holding company, and the FDIC has similar requirements for the Company’s subsidiary bank. However, the Federal Reserve has provided a “small bank holding company” exception to its consolidated capital requirements for holding companies, and legislation and the related issuance of regulations by the Federal Reserve Board have established the current threshold for the exception at $3.0 billion. As a result, the Company will not be subject to the consolidated holding company capital requirement until such time as its consolidated assets exceed $3.0 billion. The Bank met all capital adequacy requirements to which it was subject as of March 31, 2025 and December 31, 2024.
The following table presents information about the Bank’s capital levels at the dates presented:
Regulatory Capital Requirements
Minimum Capital
For Classification as
Actual
Adequacy(1)
Well-Capitalized
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in Thousands)
As of March 31, 2025:
Total capital (to risk-weighted assets)
$
303,266
15.10
%
$
≥
160,697
≥
8.00
%
$
≥
200,871
≥
10.00
%
Tier 1 capital (to risk-weighted assets)
297,163
14.79
≥
120,523
≥
6.00
≥
160,697
≥
8.00
Common equity tier 1 capital (to risk-weighted assets)
297,163
14.79
≥
90,392
≥
4.50
≥
130,566
≥
6.50
Core (Tier 1) capital (to adjusted total assets)
297,163
15.09
≥
78,762
≥
4.00
≥
98,452
≥
5.00
As of December 31, 2024:
Total capital (to risk-weighted assets)
$
290,903
13.92
%
$
≥
167,154
≥
8.00
%
$
≥
208,942
≥
10.00
%
Tier 1 capital (to risk-weighted assets)
285,272
13.65
≥
125,365
≥
6.00
≥
167,154
≥
8.00
Common equity tier 1 capital (to risk-weighted assets)
285,272
13.65
≥
94,024
≥
4.50
≥
135,813
≥
6.50
Core (Tier 1) capital (to adjusted total assets)
285,272
14.44
≥
79,030
≥
4.00
≥
98,788
≥
5.00
(1) Ratios do not include the capital conservation buffer.
Based on the most recent notification by the FDIC, the Bank was categorized as “well capitalized” under the regulatory framework for prompt corrective action. There have been no conditions or events that have occurred since notification that management believes have changed the Bank’s category.
Note 3 — 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 weighted average shares outstanding used in the computations of basic and diluted earnings per share.
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The following table sets forth the computations of basic and diluted earnings per share:
Three Months Ended March 31,
2025
2024
(In Thousands, except per share data)
Net income (basic and diluted)
$
10,567
$
11,374
Weighted average shares issued
14,021
14,118
Less: Weighted average unearned ESOP shares
( 594 )
( 681 )
Less: Weighted average unvested restricted shares
( 235 )
( 319 )
Basic weighted average shares outstanding
13,192
13,118
Add: Dilutive effect of restricted stock
102
59
Add: Dilutive effect of stock options
266
14
Diluted weighted average shares outstanding
13,560
13,191
Net income per share
Basic
$
0.80
$
0.87
Diluted
$
0.78
$
0.86
Note 4 — Equity Securities
The following table is the schedule of equity securities at March 31, 2025 and December 31, 2024. Our equity securities portfolio 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. The high-quality fixed income bonds consist of 90 % agency mortgage-backed securities and 10 % state and municipal bonds. All agency mortgage-backed securities are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses.
March 31,
December 31,
2025
2024
(In Thousands)
Equity Securities, at Fair Value
$
23,294
$
21,994
The following is a summary of unrealized gain or loss recognized in net income on equity securities during the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,
2025
2024
(In Thousands)
Net unrealized gain (loss) recognized on equity securities during the period
$
300
$
( 82 )
Less: Net losses realized on the sale of equity securities during the period
—
—
Unrealized net (loss) gain recognized on equity securities held at the reporting date
$
300
$
( 82 )
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Note 5 — Securities Held-to-Maturity
The following table summarizes the Company’s portfolio of securities held-to-maturity at March 31, 2025 and December 31, 2024.
March 31, 2025
Gross
Gross
Allowance
Amortized
Unrealized
Unrealized
Fair
for
Cost
Gains
Losses
Value
Credit Loss
(In Thousands)
Mortgage-backed securities – residential:
Government National Mortgage Association
$
403
$
—
$
—
$
403
$
—
Federal Home Loan Mortgage Corporation
752
1
93
660
—
Federal National Mortgage Association
1,607
—
145
1,462
—
Collateralized mortgage obligations – GSE
2,761
—
582
2,179
—
Total mortgage-backed securities
5,523
1
820
4,704
—
Municipal Bonds
9,090
—
2,151
6,939
126
$
14,613
$
1
$
2,971
$
11,643
$
126
December 31, 2024
Gross
Gross
Allowance
Amortized
Unrealized
Unrealized
Fair
for
Cost
Gains
Losses
Value
Credit Loss
(In Thousands)
Mortgage-backed securities – residential:
Government National Mortgage Association
$
414
$
—
$
—
$
414
$
—
Federal Home Loan Mortgage Corporation
775
1
110
666
—
Federal National Mortgage Association
1,677
—
177
1,500
—
Collateralized mortgage obligations – GSE
2,782
—
624
2,158
—
Total mortgage-backed securities
5,648
1
911
4,738
—
Municipal Bonds
9,094
—
1,974
7,120
126
$
14,742
$
1
$
2,885
$
11,858
$
126
Contractual final maturities of mortgage-backed securities and municipal bonds were as follows at March 31, 2025:
March 31, 2025
Amortized
Fair
Cost
Value
(In Thousands)
Due within one year
$
527
$
445
Due after one but within five years
1,815
1,479
Due after five but within ten years
2,675
2,170
Due after ten years
9,596
7,549
$
14,613
$
11,643
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.
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The activity in the allowance for credit losses for debt securities held-to-maturity for the three months ended March 31, 2025 and 2024 was as follows:
Municipal Bonds
Balance – December 31, 2024
$
126
Provision for (reversal of) credit loss
-
Balance – March 31, 2025
$
126
Municipal Bonds
Balance – December 31, 2023
$
136
Provision for (reversal of) credit loss
( 3 )
Balance – March 31, 2024
$
133
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:
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)
March 31, 2025:
Mortgage-backed securities - residential:
Federal Home Loan Mortgage Corporation
$
—
$
—
$
629
$
93
$
629
$
93
Federal National Mortgage Association
—
—
1,455
145
1,455
145
Collateralized mortgage obligations – GSE
—
—
2,179
582
2,179
582
Total mortgage-backed securities
$
—
$
—
$
4,263
$
820
$
4,263
$
820
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, 2024:
Mortgage-backed securities - residential:
Federal Home Loan Mortgage Corporation
$
—
$
—
$
634
$
110
$
634
$
110
Federal National Mortgage Association
—
—
1,500
177
1,500
177
Collateralized mortgage obligations – GSE
—
—
2,158
624
2,158
624
Total mortgage-backed securities
$
—
$
—
$
4,292
$
911
$
4,292
$
911
At March 31, 2025, thirteen mortgage-backed securities had unrealized losses 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 was 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, 2024, there were sixteen mortgage-backed securities that had unrealized losses due to interest rate volatility.
Credit Quality Indicators
The held to maturity securities portfolio consists of agency mortgage-backed securities and municipal bonds. All agency mortgage-backed securities are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies 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 March 31, 2025 and have no realized losses since they were issued. The Company regularly monitors the
15
Table of Contents
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.
Note 6 — Loans Receivable and the Allowance for Credit Losses
The composition of loans was as follows at March 31, 2025 and December 31, 2024:
March 31,
December 31,
2025
2024
(In Thousands)
Residential real estate:
One-to-four family
$
3,436
$
3,472
Multi-family
253,018
206,606
Mixed-use
26,572
26,571
Total residential real estate
283,026
236,649
Non-residential real estate
29,198
29,446
Construction
1,287,225
1,426,167
Commercial and industrial
123,113
118,736
Consumer
3,102
1,649
Total Loans
1,725,664
1,812,647
Deferred loan fees, net
( 63 )
( 49 )
Allowance for credit losses
( 5,127 )
( 4,830 )
$
1,720,474
$
1,807,768
Loans serviced for the benefit of others totaled approximately $ 52.9 million and $ 52.5 million at March 31, 2025 and December 31, 2024, respectively. The value of mortgage servicing rights was not material at March 31, 2025 and December 31, 2024.
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. The allowance for credit losses is increased by the provision for credit losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for credit 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 credit losses on loans 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 relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.
16
Table of Contents
The following tables summarize the allocation of the allowance for credit losses and loans receivable by loan class and credit loss method at March 31, 2025 and December 31, 2024:
At March 31, 2025:
Non-
Commercial
Residential
residential
and
Real Estate
Real Estate
Construction
Industrial
Consumer
Total
(In Thousands)
Allowance for credit losses:
Ending balance
$
2,224
$
271
$
1,716
$
606
$
310
$
5,127
Ending balance: individually evaluated for credit loss
$
—
$
—
$
—
$
—
$
—
$
—
Ending balance: collectively evaluated for credit loss
$
2,224
$
271
$
1,716
$
606
$
310
$
5,127
Loans receivable:
Ending balance
$
283,026
$
29,198
$
1,287,225
$
123,113
$
3,102
$
1,725,664
Ending balance: individually evaluated for credit loss
$
—
$
—
$
—
$
241
$
—
$
241
Ending balance: collectively evaluated for credit loss
$
283,026
$
29,198
$
1,287,225
$
122,872
$
3,102
$
1,725,423
At December 31, 2024:
Non-
Commercial
Residential
residential
and
Real Estate
Real Estate
Construction
Industrial
Consumer
Total
(In Thousands)
Allowance for credit losses:
Ending balance
$
1,900
$
308
$
1,937
$
520
$
165
$
4,830
Ending balance: individually evaluated for credit loss
$
—
$
—
$
—
$
—
$
—
$
—
Ending balance: collectively evaluated for credit loss
$
1,900
$
308
$
1,937
$
520
$
165
$
4,830
Loans receivable:
Ending balance
$
236,649
$
29,446
$
1,426,167
$
118,736
$
1,649
$
1,812,647
Ending balance: individually evaluated for credit loss
$
—
$
—
$
—
$
241
$
—
$
241
Ending balance: collectively evaluated for credit loss
$
236,649
$
29,446
$
1,426,167
$
118,495
$
1,649
$
1,812,406
17
Table of Contents
The activity in the allowance for credit loss by loan class for the three months ended March 31, 2025 and 2024 was as follows:
Non-
Commercial
Residential
residential
and
Real Estate
Real Estate
Construction
Industrial
Consumer
Total
(In Thousands)
Allowance for credit losses:
Balance - December 31, 2024
$
1,900
$
308
$
1,937
$
520
$
165
$
4,830
Charge-offs
—
—
—
—
( 117 )
( 117 )
Recoveries
—
350
—
—
2
352
Provision (reversal of)
324
( 387 )
( 221 )
86
260
62
Balance -March 31, 2025
$
2,224
$
271
$
1,716
$
606
$
310
$
5,127
Non-
Commercial
Residential
residential
and
Real Estate
Real Estate
Construction
Industrial
Consumer
Total
(In Thousands)
Allowance for credit losses:
Balance - December 31, 2023
$
2,433
$
126
$
1,914
$
472
$
148
$
5,093
Charge-offs
—
—
—
—
( 21 )
( 21 )
Recoveries
—
—
—
—
—
—
Provision (reversal of)
( 204 )
( 16 )
55
( 50 )
70
( 145 )
Balance - March 31, 2024
$
2,229
$
110
$
1,969
$
422
$
197
$
4,927
During the three months ended March 31, 2025, the provision expense recorded for residential real estate loans was primarily attributed to increased loan balances. The provision expense recorded for commercial and industrial loans was attributed to increased loan balances and increased credit risk. The reversal of provision recorded for non-residential real estate loans was primarily attributed to a $ 350,000 recovery from a loan charged off in 2021, and slightly decreased loan balance. The reversal of provision recorded for constructions loans was primarily attributed to decreased loan balances. The provision expense recorded for consumer loans was primarily attributed to the increased balance on deposit account overdrafts.
During the three months ended March 31, 2024, the reversal of provision recorded for residential real estate loans was primarily attributed to the decreased loan balances and reduced credit risk. The reversal of provision recorded for non-residential real estate loans and commercial and industrial loans was primarily attributed to the decreased loan balances. The provision expenses recorded for consumer loans were primarily attributed to the increased deposit account overdraft balances. The provision expenses recorded for constructions loans were primarily attributed to the increased construction loan balances, offset by improving economic conditions during the first quarter of 2024.
The Company has one individually evaluated loan, totaling $ 241,000 at March 31, 2025 and December 31, 2024. The underlying business experienced a significant decline in sales revenue since 2024, but the borrower continues to make monthly payments through personal guarantees. Therefore, this loan was downgraded to substandard in 2024 but still accruing. There were no non-accrual loans at March 31, 2025 and December 31, 2024.
18
Table of Contents
The following tables provide information about delinquencies in our loan portfolio at the dates indicated.
Age Analysis of Past Due Loans as of March 31, 2025:
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
$
—
$
—
$
—
$
—
$
3,436
$
3,436
$
—
Multi-family
—
—
—
—
253,018
253,018
—
Mixed-use
—
—
—
—
26,572
26,572
—
Non-residential real estate
—
—
—
—
29,198
29,198
—
Construction loans
—
—
—
—
1,287,225
1,287,225
—
Commercial and industrial loans
—
—
—
—
123,113
123,113
—
Consumer
—
—
—
—
3,102
3,102
—
$
—
$
—
$
—
$
—
$
1,725,664
$
1,725,664
$
—
Age Analysis of Past Due Loans as of December 31, 2024:
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
$
—
$
—
$
—
$
—
$
3,472
$
3,472
$
—
Multi-family
931
—
—
931
205,675
206,606
—
Mixed-use
—
—
—
—
26,571
26,571
—
Non-residential real estate
—
—
—
—
29,446
29,446
—
Construction loans
—
—
—
—
1,426,167
1,426,167
—
Commercial and industrial loans
—
—
—
—
118,736
118,736
—
Consumer
—
—
—
—
1,649
1,649
—
$
931
$
—
$
—
$
931
$
1,811,716
$
1,812,647
$
—
19
Table of Contents
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually to classify the loans as to credit risk. The Company uses the following definitions for risk ratings:
Pass – Loans that are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner.
Special Mention – Loans which do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification but have some credit deficiencies or other potential weaknesses.
Substandard – Loans which are inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
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.
20
Table of Contents
The following table presents the risk category of loans at March 31, 2025 by loan segment and vintage year:
Revolving
Revolving
Term Loans Amortized Costs Basis by Origination Year
Loans
Loans
Amortized
Converted
March 31, 2025
2025
2024
2023
2022
2021
Prior
Cost Basis
to Term
Total
Residential real estate
Risk Rating
Pass
$
49,886
$
18,213
$
78,269
$
69,979
$
22,161
$
44,518
$
-
$
-
$
283,026
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
49,886
$
18,213
$
78,269
$
69,979
$
22,161
$
44,518
$
-
$
-
$
283,026
Residential real estate
Current period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Non-residential real estate
Risk Rating
Pass
$
-
$
13,821
$
1,559
$
241
$
1,653
$
11,924
$
-
$
-
$
29,198
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
-
$
13,821
$
1,559
$
241
$
1,653
$
11,924
$
-
$
-
$
29,198
Non-residential real estate
Current period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Construction
-
Risk Rating
Pass
$
49,897
$
472,022
$
364,431
$
226,396
$
112,320
$
62,159
$
-
$
-
$
1,287,225
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
49,897
$
472,022
$
364,431
$
226,396
$
112,320
$
62,159
$
-
$
-
$
1,287,225
Construction
Current period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Commercial and industrial
-
Risk Rating
Pass
$
160
$
6,814
$
4,184
$
5,765
$
180
$
1,709
$
103,710
$
350
$
122,872
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
241
-
-
-
-
-
-
241
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
160
$
7,055
$
4,184
$
5,765
$
180
$
1,709
$
103,710
$
350
$
123,113
Commercial and industrial
Current period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Consumer
-
Risk Rating
Pass
$
3,102
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
3,102
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
3,102
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
3,102
Consumer
Current period gross charge-offs
$
117
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
117
Total
-
Risk Rating
Pass
$
103,045
$
510,870
$
448,443
$
302,381
$
136,314
$
120,310
$
103,710
$
350
$
1,725,423
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
241
-
-
-
-
-
-
241
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
103,045
$
511,111
$
448,443
$
302,381
$
136,314
$
120,310
$
103,710
$
350
$
1,725,664
Total
Current period gross charge-offs
$
117
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
117
21
Table of Contents
The following table presents the risk category of loans at December 31, 2024 by loan segment and vintage year:
Revolving
Revolving
Term Loans Amortized Costs Basis by Origination Year
Loans
Loans
Amortized
Converted
December 31, 2024
2024
2023
2022
2021
2020
Prior
Cost Basis
to Term
Total
Residential real estate
Risk Rating
Pass
$
18,326
$
78,603
$
70,892
$
22,292
$
11,361
$
35,175
$
-
$
-
$
236,649
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
18,326
$
78,603
$
70,892
$
22,292
$
11,361
$
35,175
$
-
$
-
$
236,649
Residential real estate
Current period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Non-residential real estate
Risk Rating
Pass
$
13,881
$
1,569
$
243
$
1,669
$
974
$
11,110
$
-
$
-
$
29,446
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
13,881
$
1,569
$
243
$
1,669
$
974
$
11,110
$
-
$
-
$
29,446
Non-residential real estate
Current period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Construction
Risk Rating
Pass
$
408,072
$
460,460
$
303,417
$
166,997
$
43,405
$
43,816
$
-
$
-
$
1,426,167
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
408,072
$
460,460
$
303,417
$
166,997
$
43,405
$
43,816
$
-
$
-
$
1,426,167
Construction
Current period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Commercial and industrial
Risk Rating
Pass
$
1,250
$
4,365
$
5,988
$
232
$
82
$
795
$
100,049
$
5,734
$
118,495
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
241
241
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
1,250
$
4,365
$
5,988
$
232
$
82
$
795
$
100,049
$
5,975
$
118,736
Commercial and industrial
Current period gross charge-offs
$
-
$
-
$
-
$
-
$
-
$
1,000
$
-
$
-
$
1,000
Consumer
Risk Rating
Pass
$
1,648
$
-
$
-
$
-
$
-
$
$
1
$
-
$
1,649
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
-
-
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
1,648
$
-
$
-
$
-
$
-
$
-
$
1
$
-
$
1,649
Consumer
Current period gross charge-offs
$
347
$
-
$
-
$
-
$
-
$
-
$
-
$
-
$
347
Total
Risk Rating
Pass
$
443,177
$
544,997
$
380,540
$
191,190
$
55,822
$
90,896
$
100,050
$
5,734
$
1,812,406
Special Mention
-
-
-
-
-
-
-
-
-
Substandard
-
-
-
-
-
-
-
241
241
Doubtful
-
-
-
-
-
-
-
-
-
Total
$
443,177
$
544,997
$
380,540
$
191,190
$
55,822
$
90,896
$
100,050
$
5,975
$
1,812,647
Total
Current period gross charge-offs
$
347
$
-
$
-
$
-
$
-
$
1,000
$
-
$
-
$
1,347
22
Table of Contents
Modifications to Borrowers Experiencing Financial Difficulty:
Occasionally, the Company modifies loans to borrowers in financial distress by providing term extension; an other-than-insignificant payment delay; or interest rate reduction.
In some cases, the Company provides multiple types of concessions on a loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as interest rate reduction, may be granted.
There were no loans modified to borrowers experiencing financial difficulty during the three months ended March 31, 2025 or the year ended December 31, 2024.
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 months ended March 31, 2025 and 2024:
Allowance for Credit Loss
Balance – December 31, 2024
$
704
Provision for credit loss
175
Balance – March 31, 2025
$
879
Allowance for Credit Loss
Balance – December 31, 2023
$
1,038
Reversal of credit loss
( 17 )
Balance – March 31, 2024
$
1,021
Note 7 — Real Estate Owned (“REO”)
The Company owned two foreclosed properties valued at approximately $ 5,120,000 at March 31, 2025 and December 31, 2024, consisting of an office building located in Pennsylvania which was acquired through foreclosure in December 2014, and a land and land improvement located in Bronx which was acquired through foreclosure in October 2024.
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 $ 30,000 and $ 11,000 for the three months ended March 31, 2025 and 2024, respectively.
Note 8 — Borrowings
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”).
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. At March 31, 2025 and December 31, 2024, there were no outstanding borrowings from the FHLB and FRBNY. At March 31, 2025, the Company had the ability to borrow $ 941.3 million from the FRBNY, $ 15.5 million from the FHLB, and $ 8.0 million from ACBB.
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Note 9 — 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 information regarding the components of net pension periodic expense measured as of March 31, 2025 and 2024:
Three Months Ended March 31,
2025
2024
(Dollars In Thousands)
Net periodic pension expense:
Service cost
$
21
$
23
Interest cost
19
21
Actuarial gain recognized
( 10 )
( 13 )
Total net periodic pension expense included in other non-interest expenses
$
30
$
31
Unrecognized net gain of $ 10,000 for the three months ended March 31, 2025, and unrecognized net loss of $ 18,000 for the three months ended March 31, 2024, 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 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 executive’s remaining life.
Expenses of $ 139,000 and $ 130,000 for the three months ended March 31, 2025 and 2024, respectively, were recorded for this plan and are reflected in the Consolidated Statements of Income under Salaries and Employee Benefits.
Stock-Based Deferral Plan
In June 2021, the Company established a stock-based deferral plan for eligible key executives and members of the Board of Directors of the Company to elect to defer compensation received from the Company for their services and make deemed investments of that deferred compensation in shares of the Company’s common stock. At March 31, 2025, the Company did not have any obligations under the plan.
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 during the three months ended March 31, 2025 and 2024.
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 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. This loan will be paid off by the end of 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
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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 loans 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 $ 478,000 and $ 919,000 at March 31, 2025 and December 31, 2024, respectively. The balance remaining on the second ESOP loan was $ 5,991,000 and $ 6,417,000 at March 31, 2025 and December 31, 2024, respectively.
Shares purchased for the ESOP 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 loan made in 2006 and approximately 4,348 shares for the ESOP loan made in 2021 are committed to be released, respectively. Compensation expense is recorded in an amount 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 $ 520,000 and $ 352,000 for the three months ended March 31, 2025 and 2024, respectively. Dividends on unallocated shares, which totaled approximately $ 122,000 and $ 70,000 for the three months ended March 31, 2025 and 2024, respectively, are recorded as a reduction of the ESOP loan. Dividends on allocated shares, which totaled approximately $ 174,000 and $ 78,000 for the three months ended March 31, 2025 and 2024, respectively, are charged to retained earnings.
ESOP shares are summarized as follows:
March 31,
December 31,
2025
2024
Allocated shares
868,678
781,762
Shares committed to be released
21,728
86,916
Unearned shares
587,003
608,731
Total ESOP Shares
1,477,409
1,477,409
Less allocated shares distributed to former or retired employees
( 181,942 )
( 165,644 )
Total ESOP Shares Held by Trustee
1,295,467
1,311,765
Fair value of unearned shares
$
13,759,350
$
14,889,560
Note 10 — 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 marketable equity securities 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, individually evaluated 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:
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
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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).
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 March 31, 2025 and December 31, 2024:
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
March 31,
December 31,
March 31,
December 31,
March 31,
December 31,
March 31,
December 31,
Description
2025
2024
2025
2024
2025
2024
2025
2024
Assets:
Marketable equity securities:
Mutual funds
$
23,294
$
21,994
$
—
$
—
$
—
$
—
$
23,294
$
21,994
Total assets
$
23,294
$
21,994
$
—
$
—
$
—
$
—
$
23,294
$
21,994
There were no transfers between Level 1 and 2 during the three months ended March 31, 2025 or the year ended December 31, 2024. The Company did no t have any liabilities that were carried at fair value on a recurring basis at March 31, 2025 and December 31, 2024.
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 March 31, 2025 and December 31, 2024:
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
March 31,
December 31,
March 31,
December 31,
March 31,
December 31,
March 31,
December 31,
Description
2025
2024
2025
2024
2025
2024
2025
2024
(In Thousands)
Assets:
Real estate owned
$
—
—
$
—
$
—
$
5,120
$
5,120
$
5,120
$
5,120
Total assets
$
—
$
—
$
—
$
—
$
5,120
$
5,120
$
5,120
$
5,120
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The following tables present the qualitative information about non-recurring Level 3 fair value measurements of financial instruments at March 31, 2025 and December 31, 2024:
At March 31, 2025
Fair
Valuation
Unobservable
Weighted
Value
Technique
Input
Range
Average
(In Thousands)
Assets:
Real estate owned
$
767
Sales approach
Adjustment to sales comparison value
- 40 % to - 10 %
- 40 % to - 10 %
%
Real estate owned
4,353
Income approach
Capitalization rate
6.00 %
6.00 %
%
At December 31, 2024
Fair
Valuation
Unobservable
Weighted
Value
Technique
Input
Range
Average
(In Thousands)
Assets:
Real estate owned
$
767
Sales approach
Adjustment to sales comparison value
- 40 % to - 10 %
- 40 % to - 10 %
%
Real estate owned
4,353
Income approach
Capitalization rate
6.00 %
6.00 %
%
The Company did no t have any liabilities that were carried at fair value on a non-recurring basis at March 31, 2025 and December 31, 2024.
The methods and assumptions used to estimate fair value at March 31, 2025 and December 31, 2024 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 individually evaluated for credit loss 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. Individually evaluated loans that are collateral dependent are written down to fair value through the establishment of specific reserves, a component of the allowance for credit 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 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
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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.
Fair values for marketable equity securities are determined by quoted market prices on nationally recognized and foreign securities exchanges (Level 1). Fair values for equity securities and securities 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
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.
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The carrying amounts and estimated fair value of our financial instruments are as follows:
Fair Value at
March 31, 2025
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
$
89,458
$
89,458
$
89,458
$
—
$
—
Certificates of deposit
100
100
—
100
—
Marketable equity securities
23,294
23,294
23,294
—
—
Securities held to maturity
14,487
11,643
—
11,643
—
Loans receivable, net
1,720,474
1,715,111
—
—
1,715,111
Investments in restricted stock
397
397
—
397
—
Accrued interest receivable
12,432
12,432
—
12,432
—
Financial Liabilities
Deposits
1,586,015
1,587,879
—
1,587,879
—
Fair Value at
December 31, 2024
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
$
78,259
$
78,259
$
78,259
$
—
$
—
Certificates of deposit
100
100
—
100
—
Marketable equity securities
21,994
21,994
21,994
—
—
Securities held to maturity
14,616
11,858
—
11,858
—
Loans receivable
1,807,768
1,801,607
—
—
1,801,607
Investments in restricted stock
397
397
—
397
—
Accrued interest receivable
13,481
13,481
—
13,481
—
Financial Liabilities
Deposits
1,670,375
1,674,376
—
1,674,376
—
Note 11 — 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, Revenue from Contracts with Customers. 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 on 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
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therefore, does not experience significant contract balances. As of March 31, 2025, the Company did not have any significant contract balances.
All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within noninterest income. The following table presents the Company’s sources of noninterest income for the three months ended March 31, 2025 and 2024. Sources of revenue outside the scope of ASC 606 are noted as such:
Three Months Ended March 31,
2025
2024
(In Thousands)
Non-interest income:
Deposit-related fees and charges
$
17
$
15
Loan-related fees and charges (1)
456
211
Electronic banking fees and charges
267
236
Income from bank owned life insurance (1)
167
157
Unrealized gain (loss) on equity securities (1)
300
( 82 )
Miscellaneous (1)
28
17
Total non-interest income
$
1,235
$
554
(1) Not within the scope of ASC 606.
A description of the Company’s revenue streams accounted for under ASC 606 is as follows:
Service Charges on Deposit Accounts
The Company earns fees from deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed at the point in the time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.
Electronic Banking Fee Income
The Company earns interchange fees from debit and credit card holder transactions conducted through various payment networks. Interchange fees from cardholder transactions are recognized daily, concurrently with the transaction processing services provided by an outsourced technology solution.
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Note 12 — Other Non-Interest Expenses
The following is an analysis of other non-interest expenses:
Three Months Ended March 31,
2025
2024
(In Thousands)
Other
$
1,367
$
1,103
Service contracts
423
424
Consulting expense
191
231
Telephone
143
170
Directors' compensation
237
246
Audit and accounting
143
135
Insurance
106
102
Director, officer, and employee expense
59
79
Legal fees
98
66
Office supplies and stationary
56
51
Recruiting expense
32
27
$
2,855
$
2,634
Note 13 — Stock Compensation Plans
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.
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 March 31, 2025 and December 31, 2024, there were 102,759 shares available for future awards under this plan, which includes 98,311 shares available for stock options and 4,448 shares available for restricted stock awards.
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A summary of the Company’s restricted stock activity and related information for the three months ended March 31, 2025 and 2024 follows:
2025
Weighted
Average
Shares
Market Price
Outstanding at December 31, 2024
234,635
$
14.58
Granted
—
—
Forfeited
—
—
Vested
—
—
Outstanding at March 31, 2025
234,635
$
14.58
2024
Weighted
Average
Shares
Market Price
Outstanding at December 31, 2023
352,037
$
13.67
Granted
—
—
Forfeited
—
—
Vested
—
—
Outstanding at March 31, 2024
352,037
$
13.67
Compensation expense related to restricted stock was $ 293,000 and $ 252,000 for the three months ended March 31, 2025 and 2024. At March 31, 2025 and December 31, 2024, the total compensation cost related to non-vested awards that has not yet been recognized was $ 3.0 million and $ 3.3 million, respectively, which is expected to be recognized over the next three years .
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A summary of the Company’s stock option activity and related information for the three months ended March 31, 2025 and 2024 follows:
2025
Weighted
Average
Options
Exercise Price
Outstanding at December 31, 2024
842,896
$
13.72
Granted
—
—
Forfeited
—
—
Exercised
14,480
12.40
Outstanding at March 31, 2025
828,416
$
13.74
Exercisable at March 31, 2025
322,078
13.78
2024
Weighted
Average
Options
Exercise Price
Outstanding at December 31, 2023
880,097
$
13.67
Granted
—
—
Forfeited
—
—
Exercised
1,000
14.08
Outstanding at March 31, 2024
879,097
$
13.67
Exercisable at March 31, 2024
175,019
13.67
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 $ 185,000 and $ 192,000 for the three months ended March 31, 2025 and 2024. At March 31, 2025 and December 31, 2024, unrecognized compensation cost related to stock option awards was $ 1.9 million and $ 2.1 million, respectively, which is expected to be recognized over the next three years .
Note 14 — Business Segments
While the chief decision-makers monitor the revenue streams of the various products and services, operations are managed, and financial performance is evaluated on a Company-wide basis. Operating segments are aggregated into one as operating results for all segments are similar. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment. Substantially most of the Company’s operations occur through the Bank and involve the delivery of loan and deposit products to customers.
The Company’s chief operating decision maker is the Executive Committee that includes the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. The Executive Committee assesses performance of the Company on a consolidated basis and decides how to allocate resources based on net income that is also reported as net income on the Consolidated Statement of Income.
The Executive Committee uses net income, which is the measure of segment profit and loss, to evaluate income generated from segment assets (return on assets) and other measures, such as net interest margin, return on average assets, and return on common equity, in deciding how to reinvest profits, such as originating loans, investing in investment securities, or to repurchase shares in the Company’s common stock. Net income is used to monitor budget versus actual results. The Executive Committee also uses net income and other measures in comparing the Company to its peer banks. The comparison of the Company’s net income and other measures to its peer banks, along with the comparison of budgeted versus actual results are used in assessing the Company’s performance and in establishing management compensation. Loans, investments, and deposits provide the revenues in the banking operations. Interest expense and payroll provide the significant expenses in the banking operations. All operations are domestic.
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The following table presents the Company’s reported segment revenues, profit or loss and significant segment expenses for the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,
2025
2024
(In Thousand)
Total interest income
$
38,207
$
38,121
Total interest expense
13,943
13,135
Net interest income
24,264
24,986
Provision for (reversal of) credit loss
237
( 165 )
Net interest income after provision for credit losses
24,027
25,151
Total non-interest income
1,235
554
Non-interest expense:
Salaries and employee benefits
5,933
5,351
Occupancy expense
747
707
Equipment
217
253
Outside data processing
735
637
Advertising
102
88
Real estate owned expense
30
11
Other
2,855
2,634
Total Non-Interest Expenses
10,619
9,681
Income before income tax expense
14,643
16,024
Income tax expense
4,076
4,650
Segment net income
$
10,567
$
11,374
Reconciliation of profit or loss
Adjustments and reconciling items
—
—
Consolidated net income
$
10,567
$
11,374
Earnings per common share - Basis
$
0.80
$
0.87
Earnings per common share - Diluted
0.78
0.86
The measure of segment assets is reported as total assets on the Consolidated Statement of Condition.
The following table presents the Company’s reported segment assets as of March 31, 2025 and December 31, 2024:
March 31,
December 31,
2025
2024
(In Thousand)
Segment assets
Adjustments and reconciling items
$
—
$
—
Consolidated total assets
1,933,376
2,009,581
Note 15 — Recent Accounting Pronouncements
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvement: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative , which incorporates several SEC disclosure requirements into US GAAP and adds interim and annual disclosure requirements to a variety of topics in the Accounting Standards Codification, including those focusing on accounting changes, earnings per share, debt and repurchase agreements. For entities subject to the SEC disclosure requirements and those “required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer,” the US GAAP requirements will be effective when the removal of the related SEC rule is effective. Early adoption is not permitted for these entities. For all other entities, the effective date will be two years later, and early adoption is permitted. That is, financial statements issued after the effective date of each amendment are required to include on a prospective basis the related disclosure incorporated into US GAAP by this ASU. However, if the SEC does
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not act to remove its related requirements by June 30, 2027, any related FASB amendments will be removed from the Codification and will not be effective for any entities.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures . This ASU requires disclosure in the notes to financial statements of specified information about certain costs and expenses. Specific disclosures are required for (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas producing activities. The amendments in this Update do not change or remove current expense disclosure requirements. However, the amendments affect where this information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. The amendments in ASU 2024-03 apply only to public business entities and are effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. This Update is not expected to have a significant impact on the Company’s financial statements.
In December 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments . This new guidance clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. The ASU requires entities to apply a preexisting contract approach. To qualify for induced conversion accounting under this approach, the inducement offer is required to preserve the form of consideration and result in an amount of consideration that is no less than that issuable pursuant to the preexisting conversion privileges. The guidance is effective for fiscal years beginning after December 15, 2025, with early adoption permitted, and it can be adopted either on a prospective or retrospective basis. This Update is not expected to have a significant impact on the Company’s financial statements.
In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. This Update is not expected to have a significant impact on the Company’s financial statements.
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