What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-11-22 compared with 2023-11-21 · 110 added, 71 removed, 227 unchanged (44% of the section changed)

6 unchanged sentences

Risks Related to Economic Conditions

Our financial condition, results of operation, and stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions.

Further, if we are unable to adequately manage our liquidity, deposits, capital levels, and interest rate risk, which have come under greater scrutiny in light of recent bank failures, it may have a material adverse effect on our financial condition and results of operations.

On March 8, 2023, Silvergate Bank, La Jolla, CA, announced its decision to voluntarily liquidate its assets and wind down operations.

On March 10, 2023, Silicon Valley Bank, Santa Clara, CA, was closed by the California Department of Financial Protection and Innovation, and on March 12, 2023, Signature Bank, New York, NY, was closed by the New York State Department of Financial Services.

Additionally, on May 1, 2023, First Republic Bank, San Francisco, CA, was closed by the FDIC and sold to JP Morgan Chase & Co.

These events led to volatility and declines in the market for bank stocks and questions about depositor confidence in depository institutions.

Notably, the liquidation of Silvergate Bank and the failures of Silicon Valley Bank and Signature Bank were not generally related to the credit quality of their assets, but to poor liquidity management, mismatched funding of long-term assets with short-term funds, and unique business models.

The financial distress these banks experienced appears to have been caused in large part by high exposure to certain industries, including cryptocurrency and venture capital and start-up companies operating in the technology space, which have experienced significant volatility and fluctuations in cash flows over the past several years.

These banks also had high levels of uninsured deposits, which may be less likely to remain at the bank over time and less stable as a source of funding than insured deposits.

Silicon Valley Bank in particular appears to have experienced a severe lack of liquidity, forcing it to sell long-term investment securities at significant losses.

Ultimately, it was unable to meet its financial commitments and satisfy the cash requirements of its customers.

These bank failures led to volatility and declines in the market for bank stocks and questions about depositor confidence in depository institutions, which in turn led to a greater focus by institutions, investors, and regulators on the on-balance sheet liquidity of and funding sources for financial institutions and the composition of its deposits.

Notwithstanding, our efforts to promote deposit insurance coverage with our customers and otherwise effectively manage our liquidity, deposit portfolio retention, and other related matters, our financial condition, results of operation, and stock price may be adversely affected by future negative events within the banking sector and adverse customer or investor responses to such events.

A worsening of economic conditions could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could have an adverse effect on our results of operations.

Our performance is significantly impacted by the general economic conditions in our primary markets in Ohio and Florida, and surrounding areas.

We also originate loans in other states which will be impacted by national or regional economic conditions.

A deterioration in economic conditions is likely to result in high levels of unemployment, which would weaken local economies and could result in additional defaults of mortgage loans.

Most of the loans in our loan portfolio are secured by real estate located in our primary market areas.

Negative conditions, such as layoffs, in the markets where collateral for a mortgage loan is located could adversely affect a borrower's ability to repay the loan or the value of the collateral securing the loan.

Declines in the U.S.

housing market, falling home prices and increasing foreclosures, as well as unemployment and underemployment, all negatively impact the credit performance of mortgage loans and can result in significant write-downs of asset values by financial institutions.

In response to a significant decline in general economic conditions, many lenders and institutional investors may reduce or cease providing funding to borrowers, including other financial institutions.

This market turmoil and tightening of credit could lead to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of general business activity.

The resulting economic pressure on consumers and lack of confidence in the financial markets could adversely affect our business, financial condition and results of operations.

In response, we would expect to face the following risks in connection with these events:

• Increased regulation of our industry, heightened supervisory scrutiny related to the USA PATRIOT Act, Bank Secrecy Act, Fair Lending and other laws and regulations, along with enhanced monitoring of compliance with such regulation.

Each aspect of amplified supervision and regulation will in all likelihood increase our costs, may be accompanied by the risk of unexpected fines, sanctions, penalties, litigation and corresponding management diversion and may limit our ability to pursue business opportunities and return capital to our shareholders.

• Our ability to assess the creditworthiness of our customers may be impaired if the models and approaches we use to select, manage, and underwrite our customers becomes less predictive of future behaviors.

• The process we use to estimate losses inherent in our credit exposure require difficult, subjective, and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans, which may no longer be capable of viable estimation and which may, in turn, impact the reliability of our evaluation processes, the comfort of our regulators with respect to the adequacy of our allowance for credit losses and who may require adjustments thereto, and ultimately could result in increased provisions for loan losses and reduced levels of earnings and capital.

• Our ability to engage in sales of mortgage loans to third parties (including mortgage loan securitization transactions with governmental entities) on favorable terms or at all could be adversely affected by further disruptions in the capital markets or other events, including deteriorating investor expectations.

• Competition in our industry could intensify as a result of increasing consolidation of financial services companies in connection with current market conditions.

Inflation can have an adverse impact on our business and on our customers.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money.

Recently, there has been a rise in inflation and the Federal Reserve Board has raised certain benchmark interest rates in an effort to combat inflation.

From 2022 to 2023, the FRS raised certain benchmark interest rates in an effort to combat elevated inflation,.

As inflation increases, the value of our investment securities, particularly those with longer maturities, would decrease, although this effect can be less pronounced for floating rate instruments.

In addition, inflation increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our non-interest expense.

Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.

The reversal of the historically low interest rate environment may further adversely affect our net interest income and profitability.

The Federal Reserve Board decreased benchmark interest rates significantly, to near zero, in response to the COVID-19 pandemic.

The Federal Reserve Board is reversing its policy of near zero interest rates given its concerns over inflation.

Market interest rates have risen in response to the Federal Reserve Board's recent rate increases.

The increase in market interest rates has had and, as discussed below, is expected to continue to have an adverse effect on our net interest income and profitability.

In addition, inflation increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our non-

interest expense.

Furthermore, our customers are also affected by inflation, higher interest rates, and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.

Risks Related to Market Interest Rates

Future changes in interest rates could reduce our net income.

10 unchanged sentences

Each of these alternatives can have an unfavorable impact on us.

Changes in interest rates can also have an unfavorable impact on our net interest income if mortgage interest rates decline.

Changes in interest rates can also have an unfavorable impact on our net interest income when and if home equity lines of credit and loans and mortgage interest rates decline.

Our customers may seek to refinance, without penalty, their mortgage loans with us or repay their mortgage loans with us and borrow from another lender.

18 unchanged sentences

In general, changes in market and competitive interest rates result from events that we do not control and over which we generally have little or no influence.

As a result, mitigation of the adverse effects of changing interest rates is generally limited to controlling the composition of the assets and liabilities that we hold.

As a result, mitigation of the adverse effects of changing interest rates is generally limited

to controlling the composition of the assets and liabilities that we hold.

To monitor our positions, we maintain an interest rate risk modeling system which is designed to measure our interest rate risk sensitivity.

2 unchanged sentences

At September 30, 2024, in the event of an immediate 200 basis point increase in all interest rates, our model projects that we would experience a $311.5 million, or 27.24%, decrease in EVE.

Our calculations further

project that, at September 30, 2023, in the event that market interest rates used in the simulation were adjusted in equal monthly amounts (termed a "ramped" format) during the twelve month measurement period to an aggregate increase in 200 basis points, we would expect our projected net interest income for the twelve months ended September 30, 2024 to decrease by 2.71%.

Our calculations further project that, at September 30, 2024, in the event that market interest rates used in the simulation were adjusted in equal monthly amounts (termed a "ramped" format) during the twelve month measurement period to an aggregate increase in 200 basis points, we would expect our projected net interest income for the twelve months ended September 30, 2025, to increase by 1.27%.

Quantitative and Qualitative Disclosures about Market Risk .

Our performance is significantly impacted by the general economic conditions in our primary markets in Ohio and Florida, and surrounding areas.

We also originate loans in other states which will be impacted by national or regional economic conditions.

A deterioration in economic conditions is likely to result in high levels of unemployment, which would weaken local economies and could result in additional defaults of mortgage loans.

Most of the loans in our loan portfolio are secured by real estate located in our primary market areas.

Negative conditions, such as layoffs, in the markets where collateral for a mortgage loan is located could adversely affect a borrower’s ability to repay the loan and the value of the collateral securing the loan.

Declines in the U.S.

housing market, falling home prices and increasing foreclosures, as well as unemployment and under-employment, all negatively impact the credit performance of mortgage loans and can result in significant write-downs of asset values by financial institutions.

The resulting economic pressure on consumers and lack of confidence in the financial markets could adversely affect our business, financial condition and results of operations.

In response, we would expect to face the following risks in connection with these events:

• Our ability to assess the creditworthiness of our customers may be impaired if the models and approaches we use to select, manage, and underwrite our customers become less predictive of future behaviors.

• The processes we use to estimate losses inherent in our credit exposure require difficult, subjective, and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans, which may no longer be capable of viable estimation and which may, in turn, impact the reliability of our evaluation processes, the comfort of our regulators with respect to the adequacy of our allowance for credit losses and who may require adjustments thereto, and ultimately could result in increased provisions for loan losses and reduced levels of earnings and capital.

• Competition in our industry could intensify as a result of increasing consolidation of financial services companies in connection with current market conditions.

Hedging against interest rate risk exposure may adversely affect our earnings.

On occasion we have employed various financial risk methodologies that limit, or "hedge," the adverse effects of rising or decreasing interest rates on our loan portfolios and short-term liabilities.

We also engage in hedging strategies with respect to arrangements where our customers swap floating interest rate obligations for fixed interest rate obligations, or vice versa.

Our hedging activity varies based on the level and volatility of interest rates and other changing market conditions.

There are no perfect hedging strategies, and interest rate hedging may fail to protect us from loss.

Moreover, hedging activities could result in losses if the event against which we hedge does not occur.

Additionally, interest rate hedging could fail to protect us or adversely affect us because, among other things:

• available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought;

• the durations of the hedge may not match the duration of the related liability;

• the party owing money in the hedging transaction may default on its obligation to pay;

• the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;

• the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value;

• downward adjustments, or "mark-to-market" losses, would reduce our equity.

Risks Related to Laws and Regulations

6 unchanged sentences

Moreover, bank regulatory agencies have been active in responding to concerns and trends identified in examinations, and have issued many formal enforcement orders requiring capital ratios in excess of regulatory requirements.

Bank regulatory agencies, such as the FRS, the OCC, the CFPB and the FDIC, govern the activities in

which we may engage, primarily for the protection of depositors, and not for the protection or benefit of potential investors.

Bank regulatory agencies, such as the FRS, the OCC, the CFPB and the FDIC, govern the activities in which we may engage, primarily for the protection of depositors, and not for the protection or benefit of potential investors.

In addition, new laws and regulations may increase our costs of regulatory compliance and of doing business, and otherwise affect our operations.

New laws and regulations may significantly affect the markets in which we do business, the markets for and value of our loans and investments, the fees we can charge and our ongoing operations, costs and profitability.

We received a “Needs to Improve” Community Reinvestment Act rating in our most recent federal examination.

This could, at a minimum, result in denial of certain corporate applications such as those related to branches, mergers, minority stock offerings or a second-step conversion.

All savings associations have a responsibility under the Community Reinvestment Act and federal regulations to help meet the credit needs of their communities, including low- and moderate-income neighborhoods.

In connection with its examination of a federal savings association, the OCC is required to assess the savings association’s record of compliance with the Community Reinvestment Act.

The Association received a “Needs to Improve” Community Reinvestment Act rating in its most recent federal examination that analyzed home mortgage lending data for the period January 1, 2015 through December 31, 2019.

A savings association’s failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in denial of certain corporate applications such as those related to branches, mergers, minority stock offerings or a second-step conversion, or in restrictions on its activities.

We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define "capital" for calculating these ratios.

The minimum capital requirements are:

(1) a common equity Tier 1 capital ratio of 4.5%;

(2) a Tier 1 risk-based assets capital ratio of 6%;

(3) a total capital ratio of 8%;

(4) a Tier 1 leverage ratio of 4%.

The regulations also establish a "capital conservation buffer" of 2.5%, which results in the following minimum ratios:

(1) a common equity Tier 1 capital ratio of 7.0%;

(2) a Tier 1 to risk-based assets capital ratio of 8.5%;

and (3) a total capital ratio of 10.5%.

An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the capital conservation buffer amount.

The application of these capital requirements could, among other things, result in lower returns on equity, and result in regulatory actions if we are unable to comply with such requirements.

Specifically, our ability to pay dividends to the Company is limited for any association that does not maintain the capital conservation buffer required by the capital rules, which may limit our ability to pay dividends to our stockholders.

The FRS may require the Company to commit capital resources to support the Association, and we may not have sufficient access to such capital resources.

13 unchanged sentences

The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

We may be required to raise additional capital in the future, but that capital may not be available when it is needed, or it may only be available on unacceptable terms, which could adversely affect our financial condition and results of operations.

We are required by federal regulatory authorities to maintain adequate levels of capital to support our operations.

We may at some point, however, need to raise additional capital to support continued growth or be required by our regulators to increase our capital resources.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside of our control, and on our financial performance.

Accordingly, we may not be able to raise additional capital, if needed, on terms acceptable to us.

If we cannot raise additional capital when needed, our ability to further expand our operations and pursue our growth strategy could be materially impaired and our financial condition and liquidity could be materially and adversely affected.

In addition, if we are unable to raise additional capital when required by our bank regulators, we may be subject to adverse regulatory action.

We may become subject to enforcement actions even though noncompliance was inadvertent or unintentional.

The financial services industry is subject to intense scrutiny from bank supervisors in the examination process and aggressive enforcement of federal and state regulations, particularly with respect to mortgage-related practices and other consumer compliance matters, and compliance with anti-money laundering, BSA and OFAC regulations, and economic sanctions against certain foreign countries and nations.

Enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices.

We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations;

however, some legal/regulatory frameworks provide for the imposition of fines and penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though there was in place at the time systems and procedures designed to ensure compliance.

Failure to comply with these and other regulations, and supervisory expectations related thereto, may result in fines, penalties, lawsuits, regulatory sanctions, reputation damage, or restrictions on our business.

Risks Related to our Lending Activities

Our lending activities provide lower interest rates than financial institutions that originate more commercial loans.

Our lending activities provide lower interest rate returns than financial institutions that originate more commercial loans.

Our principal lending activity consists of originating, and essentially all of our loan portfolio consists of, residential real estate mortgage loans.

3 unchanged sentences

We intend to continue our focus on residential real estate lending.

Our business may be adversely affected by credit risk associated with residential property.

A significant portion of our total residential mortgage loan portfolio is secured by one- to four-family real estate.

One- to four-family residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict.

A decline in residential real estate values as a result of a downturn in the housing markets in our lending areas could reduce the value of the real estate collateral securing these types of loans.

As a result, we have increased risk that we could incur losses if borrowers default on their loans because we may be unable to recover all or part of the defaulted loans by selling the real estate collateral.

In addition, if borrowers sell their homes, they may be unable to repay their loans in full from the sale proceeds.

Secondary mortgage market conditions could have a material impact on our financial condition and results of operations.

Loan sales provide a significant portion of our non-interest income.

Loan sales provide a portion of our non-interest income.

In addition to being affected by interest rates, the secondary mortgage markets are also subject to investor demand for residential real estate loans and increased investor yield requirements for these loans.

10 unchanged sentences

Material additions to our allowance would materially decrease our net income.

LOANS AND ALLOWANCES FOR CREDIT LOSSES for additional information on the CECL methodology.

LOANS AND ALLOWANCES FOR CREDIT LOSSES of the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for additional information on the CECL methodology.

In addition, bank regulators periodically review our allowance for credit losses and, as a result of such reviews, we may decide to increase our provision for loans losses or recognize further loan charge-offs.

Any increase in our allowance for credit losses or loan charge-offs as a result of such review or otherwise, may have a material adverse effect on our financial condition and results of operation.

The foreclosure process may adversely impact our recoveries on non-performing loans.

The judicial foreclosure process is protracted, which delays our ability to resolve non-performing loans through the sale of the underlying collateral.

The longer timelines have been the result of the economic crisis, additional consumer protection initiatives related to the foreclosure process, increased documentary requirements and judicial scrutiny, and, both voluntary and mandatory programs under which lenders may consider loan modifications or other alternatives to foreclosure.

These reasons and the legal and regulatory responses have impacted the foreclosure process and completion time of foreclosures for residential

mortgage lenders.

This may result in a material adverse effect on collateral values and our ability to minimize its losses.

Risks Related to Competitive Matters

29 unchanged sentences

If mishandling, misuse or loss of the information did occur, the Company would make all commercially reasonable efforts to detect and address any such event.

Similarly, when confidential or proprietary information is collected, compiled, processed, transmitted or stored by third parties on our behalf, our policies and procedures require that the third party agree to maintain the confidentiality of the information, establish and maintain policies and procedures designed to preserve the confidentiality of the information, and permit us to confirm the third party’s compliance with the terms of the agreement.

compliance with the terms of the agreement.

As information security risks and cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities.

10 unchanged sentences

Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing stockholder value.

We have established processes and procedures intended to identify, measure, monitor, report and analyze the types of risk to which we are subject to, including credit, liquidity, operational, regulatory compliance and reputational.

However, as with any risk management framework, there are inherent limitations to our risk management strategies as risks may exist, or develop in the future, that we have not appropriately anticipated or identified.

2 unchanged sentences

We rely on numerous external vendors to provide us with products and services necessary to maintain our day-to-day operations.

Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with the

contracted arrangements under service level agreements.

Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with the contracted arrangements under service level agreements.

The failure of an external vendor to perform in accordance with the contracted arrangements under service level agreements because of changes in the vendor's organizational structure, financial condition, support for existing products and services or strategic focus or for any other reason, could be disruptive to our operations, which in turn could have a material negative impact on our financial condition and results of operations.

2 unchanged sentences

Our board of directors relies to a large degree on management and outside consultants in overseeing cybersecurity risk management.

The Association has a standing Technology Steering Committee, consisting of several senior managers (CFO, CIO, CSO, CXO, and CRO/ISO).

The Association has a standing Technology Steering Committee, consisting of several senior managers (CAO, CIO, CSO, CXO, and ISO).

The Committee meets quarterly, or more frequently if needed, and reports to the Board of Directors after each meeting through Committee minutes.

The Association also engages outside consultants to support its cybersecurity efforts.

The directors of the Association do not have significant experience in cybersecurity risk management in other business entities comparable to the Association and rely on the Information Security Officer (ISO) and Chief Information Officer (CIO) for cybersecurity guidance.

The directors of the Association have limited experience in cybersecurity risk management in other business entities comparable to the Association and rely on the ISO and CIO for cybersecurity guidance.

Our funding sources may prove insufficient to replace deposits at maturity and support our future growth.

3 unchanged sentences

These sources may include FHLB advances, federal funds purchased, and brokered certificates of deposits.

While we emphasize the generation of low-cost core deposits as a source of funding, there is strong competition for such deposits in our market area.

While we emphasize low-cost core deposits as a source of funding, there is strong competition for such deposits in our market area.

Additionally, deposit balances can decrease if customers perceive alternative investments as providing a better risk/return trade-off.

Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources.

Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional

funding sources.

Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates.

1 unchanged sentence

In this case, our operating margins and profitability would be adversely affected.

Alternatively, we may need to sell a portion or our investment and/or loan portfolio in order to raise funds, which, depending upon market conditions, could result in us realizing a loss on the sale of such assets.

A lack of liquidity could also attract increased regulatory scrutiny and potential restraints imposed on us by regulators.

Alternatively, we may need to sell a portion of our investment and/or loan portfolio in order to raise funds, which, depending upon market conditions, could result in us realizing a loss on the sale of such assets.

A lack of liquidity could also attract increased regulatory scrutiny and potential constraints imposed on us by regulators.

Depending on the capitalization status and regulatory treatment of depository institutions, including whether an institution is subject to a supervisory prompt corrective action directive, certain additional regulatory restrictions and prohibitions may apply, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends, and restrictions on the acceptance of brokered deposits.

Recently we have held larger levels of certificates of deposit, which has increased our cost of funds and could continue to do so in the future.

At September 30, 2024, certificates of deposit comprised 78.7% of our total deposits, as compared to 70.4% as of September 30, 2023.

Our increased levels of certificates of deposit have resulted in a higher cost of funds than would otherwise be the case if we had a higher percentage of demand deposits and savings deposits.

In addition, if our certificates of deposit do not remain with us, we may be required to access other sources of funds, including loan sales, other types of deposits, advances from the FHLB of Cincinnati and other borrowings.

Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay on our certificates of deposit.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions.

Financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships.

We have exposure to many different counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers and dealers, other commercial banks, investment banks, mutual and hedge funds, and other financial institutions.

As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry in general, could lead to market-wide liquidity problems and losses or defaults by us or by other institutions and organizations.

Many of these transactions expose us to credit risk in the event of default of our counterparty or client.

In addition, our credit risk may be exacerbated when the collateral held by us cannot be liquidated or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due to us.

Any such losses could materially and adversely affect our results of operations.

Risk Related to Our Corporate Structure

8 unchanged sentences

The value of the Company’s common stock is significantly affected by our ability to pay dividends to our public stockholders.

The Company’s ability to pay dividends to our stockholders is subject to the availability of cash at the Company,

which is dependent on the Association having sufficient earnings to make capital distributions to the Company.

The Company’s ability to pay dividends to our stockholders is subject to the availability of cash at the Company, which is dependent on the Association having sufficient earnings to make capital distributions to the Company.

Moreover, our ability to pay dividends, and the amount of such dividends, is affected by the ability of Third Federal Savings, MHC, our mutual holding company, to waive the receipt of dividends declared by the Company.

26 unchanged sentences

Such weather events can disrupt our operations, result in damage to our branch office locations and negatively affect the local economy in which we operate.

We cannot predict whether or to what extent damage caused by future hurricanes or tropical storms will affect our operations or the economy in our market area, but such

weather events could result in fewer loan originations and greater delinquencies, foreclosures or loan losses.

We cannot predict whether or to what extent damage caused by future hurricanes or tropical storms will affect our operations or the economy in our market area, but such weather events could result in fewer loan originations and greater delinquencies, foreclosures or loan losses.

These, and other negative effects of future hurricanes or tropical storms may adversely affect our business or results of operations.

31 unchanged sentences

In addition, we believe that some borrowers may decide not to proceed with their home purchase and not close on their loans, which would result in a permanent loss of the related non-interest income.

A federal government shutdown could also result in reduced income for government employees or

employees of companies that engage in business with the federal government, which could result in greater loan delinquencies, increased in our non-performing, criticized, and classified assets, and a decline in demand for our products and services.

Unresolved Staff Comments

A federal government shutdown could also result in reduced income for government employees or employees of companies that engage in business with the federal government, which could result in greater loan delinquencies, increased in our non-performing, criticized, and classified assets, and a decline in demand for our products and services.

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-K

Item 1A. Risk Factors