UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended ~~June 30, 2020~~March 31, 2021
	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to
	Commission file number: 000-55084

Prudential Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Pennsylvania	46-2935427
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1834 West Oregon Avenue Philadelphia, Pennsylvania	19145
(Address of Principal Executive Offices)	(Zip Code)

(215) 755-1500

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PBIP	Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ⌧☐
Non-accelerated filer ☐⌧		Smaller reporting company ⌧
		Emerging growth company ◻☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ⌧

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practical date: as of ~~July 31, 2020,~~May 7, 2021, 10,819,006 shares were issued and ~~8,147,005~~7,858,818 shares were outstanding.

Table of Contents

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION:

Item 1.	Consolidated Financial Statements

	Unaudited Consolidated Statements of Financial Condition ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019~~2020	3

	Unaudited Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	4

	Unaudited Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	5

	Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	6

	Unaudited Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	8

	Notes to Unaudited Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3732

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5044

Item 4.	Controls and Procedures	5044

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	5145

Item 1A.	Risk Factors	5245

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5346

Item 3.	Defaults Upon Senior Securities	5446

Item 4.	Mine Safety Disclosures	5446

Item 5.	Other Information	5446

Item 6.	Exhibits	5446

SIGNATURES			5547

Table of Contents

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


	June 30,		September 30,		March 31,		September 30,
	2020		2019		2021		2020

	(Dollars in Thousands)				(Dollars in Thousands)
ASSETS

Cash and amounts due from depository institutions	$	2,246	$	2,395	$	2,125	$	2,781
Interest-bearing deposits		57,774		45,573		133,104		114,300

Total cash and cash equivalents		60,020		47,968		135,229		117,081

Certificates of deposit		2,351		2,351		2,102		2,102
Investment and mortgage-backed securities available for sale at fair value		441,403		512,822		353,807		420,364
Investment and mortgage-backed securities held to maturity (fair value—June 30, 2020, $27,071; September 30, 2019, $69,507)		25,652		68,635
Investment and mortgage-backed securities held to maturity (fair value—March 31, 2021, $23,460; September 30, 2020, $24,330)						22,270		22,860
Equity securities		58		95		54		51
Loans held for sale		1,070		—
Loans receivable—net of allowance for loan losses (June 30, 2020, $6,690; September 30, 2019, $5,393)		583,291		585,456
Loans receivable—net of allowance for loan losses (March 31, 2021, $8,353; September 30, 2020, $8,303)						620,875		588,300
Accrued interest receivable		5,134		4,549		4,946		4,699
Real estate owned		406		348
Restricted bank stock—at cost		12,982		16,406		11,012		12,532
Office properties and equipment—net		7,177		7,206		7,017		7,129
Bank owned life insurance (BOLI)		32,333		31,841		32,812		32,498
Deferred income taxes, net		4,127		2,358		3,413		3,902
Goodwill		6,102		6,102		6,102		6,102
Core deposit intangible		366		448		291		340
Prepaid expenses and other assets		5,340		2,849		4,102		5,393
TOTAL ASSETS	$	1,187,812	$	1,289,434	$	1,204,032	$	1,223,353

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES:
Deposits:
Non-interest-bearing	$	28,174	$	16,949	$	32,253	$	30,002
Interest-bearing		698,975		728,495		761,492		740,947
Total deposits		727,149		745,444		793,745		770,949
Advances from Federal Home Loan Bank - Short Term		25,000		90,000
Advances from Federal Home Loan Bank - Long Term		266,069		286,904
Advances from Federal Home Loan Bank - short term						—		25,000
Advances from Federal Home Loan Bank - long term						251,639		260,253
Accrued interest payable		3,014		4,328		1,898		3,374
Advances from borrowers for taxes and insurance		3,259		2,332		1,623		2,798
Interest rate swap contracts						14,881		20,960
Accounts payable and accrued expenses		35,082		20,815		9,988		10,902

Total liabilities		1,059,573		1,149,823		1,073,774		1,094,236

STOCKHOLDERS’ EQUITY:
Preferred stock, $.01 par value, 10,000,000 shares authorized; NaN issued		—		—		—		—
Common stock, $.01 par value, 40,000,000 shares authorized; 10,819,006 issued and 8,147,005 outstanding at June 30, 2020; 10,819,006 issued and 8,989,447 outstanding at September 30, 2019		108		108
Common stock, $.01 par value, 40,000,000 shares authorized; 10,819,006 issued and 7,944,002 outstanding at March 31, 2021; 10,819,006 issued and 8,138,675 outstanding at September 30, 2020						108		108
Additional paid-in capital		118,218		118,384		118,295		118,270
Treasury stock, at cost: 2,672,001 shares at June 30, 2020 and 1,929,559 shares at September 30, 2019		(39,020)		(29,698)
Treasury stock, at cost: 2,875,004 shares at March 31, 2021 and 2,680,331 shares at September 30, 2020						(41,909)		(39,207)
Retained earnings		52,911		49,625		55,313		52,889
Accumulated other comprehensive (loss) income		(3,978)		1,192
Accumulated other comprehensive loss						(1,549)		(2,943)

Total stockholders’ equity		128,239		139,611		130,258		129,117

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,187,812	$	1,289,434	$	1,204,032	$	1,223,353

See notes to unaudited consolidated financial statements.

Table of Contents

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended				Nine Months Ended				Three Months Ended					Six Months Ended
	June 30,				June 30,				March 31,					March 31,
	2020		2019		2020		2019		2021		2020			2021		2020

INTEREST INCOME:
Interest and fees on loans	$	6,012	$	6,752	$	19,175	$	19,936	$	6,388	$	6,333		$	12,663	$	13,163
Interest on mortgage-backed securities		1,989		2,536		7,345		6,844		1,428		2,563			3,044		5,356
Interest and dividends on investments		1,665		1,792		5,231		5,040		1,643		1,764			3,357		3,566
Interest on interest-bearing deposits		125		193		877		589		6		350			90		752

Total interest income		9,791		11,273		32,628		32,409		9,465		11,010			19,154		22,837

INTEREST EXPENSE:
Interest on deposits		2,461		3,356		8,452		9,936		1,961		2,866			4,131		5,991
Interest on advances from FHLB - short term		61		184		1,026		373		14		425			39		965
Interest on advances from FHLB - long term		1,964		1,518		5,714		3,546		1,765		1,931			3,576		3,750

Total interest expense		4,486		5,058		15,192		13,855		3,740		5,222			7,746		10,706

NET INTEREST INCOME		5,305		6,215		17,436		18,554		5,725		5,788			11,408		12,131

PROVISION FOR LOAN LOSSES		750		—		1,375		—		—		500			—		625

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		4,555		6,215		16,061		18,554		5,725		5,288			11,408		11,506

NON-INTEREST INCOME:
Fees and other service charges		99		157		414		491		114		150			253		315
Gain on sale of mortgage-backed securities available for sale		3,311		511		5,993		628		—		2,364			—		2,682
Holding gain (loss) on equity securities		21		(2)		(37)		32
Holding (loss) gain on equity securities										(7)		(39)			3		(58)
Gain on sale of loans		16		2		281		2		18		239			58		265
Swap income (loss)		76		232		(224)		125		216		(333)			319		(300)
Earnings from bank owned life insurance		158		170		492		473
Earnings from BOLI										152		164			313		334
Other		81		117		343		358		82		123			166		262

Total non-interest income		3,762		1,187		7,262		2,109		575		2,668			1,112		3,500

NON-INTEREST EXPENSES:
Salaries and employee benefits		2,209		2,175		7,131		6,558		2,529		2,624			4,945		4,922
Data processing		186		201		612		585		221		234			416		426
Professional services		474		385		1,186		1,160		382		308			839		712
Office occupancy		202		226		624		739		276		218			505		422
Depreciation		116		159		384		469		108		113			219		268
Director compensation		46		65		179		195		54		74			107		133
Federal Deposit Insurance Corporation deposit insurance premiums		165		254		541		557
Federal Deposit Insurance Corporation premiums										220		195			350		376
Real estate owned expense		11		—		151		—		—		93	��		—		140
Advertising		42		68		134		221		12		53			44		92
Core deposit amortization		26		30		82		93		23		26			49		56
Other		519		627		1,453		1,751		525		522			974		934

Total non-interest expenses		3,996		4,190		12,477		12,328		4,350		4,460			8,448		8,481

INCOME BEFORE INCOME TAXES		4,321		3,212		10,846		8,335		1,950		3,496			4,072		6,525

INCOME TAXES:
Current		943		513		2,234		1,748		240		419			402		985
Deferred (benefit) expense		(242)		69		(395)		(357		(5)		153			119		153

Total income tax expense		701		582		1,839		1,391
Total										235		572			521		1,138

NET INCOME	$	3,620	$	2,630	$	9,007	$	6,944	$	1,715	$	2,924		$	3,551	$	5,387

BASIC EARNINGS PER SHARE	$	0.44	$	0.30	$	1.04	$	0.79	$	0.22	$	0.33		$	0.44	$	0.61

DILUTED EARNINGS PER SHARE	$	0.44	$	0.29	$	1.03	$	0.78	$	0.21	$	0.32		$	0.44	$	0.60

DIVIDENDS PER SHARE	$	0.07	$	0.50	$	0.64	$	0.60

See notes to unaudited consolidated financial statements.

Table of Contents

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

Three Months Ended June 30,

Nine Months Ended June 30,


2020

2019

2020

2019

Net income

$
3,620

$
2,630

$
9,007

$
6,944









Unrealized holding gain on available-for-sale securities

5,409

8,577

9,061

16,522

Tax effect

(1,136)

(1,801)

(1,903)

(3,469)

Unrealized holding loss on interest rate swaps

(990)

(3,885)

(9,612)

(7,089)









Tax effect

208

816

2,019

1,489







Reclassification adjustment for net gains recorded in net income

(3,311)

(511)

(5,993)

(628)









Tax effect

695

107

1,258

132









Total other comprehensive income (loss)

875

3,303

(5,170)

6,957









Comprehensive income

$
4,495

$
5,933

$
3,837

$
13,901


	Three Months Ended March 31,				Six Months Ended March 31,
	2021		2020		2021		2020


Net income	$	1,715	$	2,924	$	3,551	$	5,387

Unrealized holding gain (loss) on available-for-sale securities		(4,874)		4,825		(2,792)		3,652

Tax effect		1,032		(1,013)		586		(767)

Reclassification adjustment for net gains recorded in net income		—		(2,364)		—		(2,682)

Tax effect		—		496		—		563

Unrealized holding gain (loss) on interest rate swaps		3,164		(10,914)		4,559		(8,622)

Tax effect		(664)		2,292		(959)		1,811

Total other comprehensive (loss) income		(1,342)		(6,678)		1,394		(6,045)

Comprehensive income (loss)	$	373	$	(3,754)	$	4,945	$	(658)

See notes to unaudited consolidated financial statements.

Table of Contents

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Accumulated

Additional

Other

Total

Common

Paid-In

Treasury

Retained

Comprehensive

Stockholders’


Stock

Capital

Stock

Earnings

Income (Loss)

Equity

(Dollars in Thousands, Except Per Share Data)
BALANCE, April 1, 2020

$
108

$
118,123

$
(30,994)

$
49,862

$
(4,853)

$
132,246

Net income



3,620



3,620

Other comprehensive income





875

875

Dividends paid ($0.07 per share)



(571)



(571)

Purchase of treasury stock (635,020 shares)

(8,026)





(8,026)

Stock option expense

47





47

Restricted share award expense

48

48

BALANCE, June 30, 2020

$
108

$
118,218

$
(39,020)

$
52,911

$
(3,978)

$
128,239


									Accumulated
			Additional						Other		Total
	Common		Paid-In		Treasury		Retained		Comprehensive		Stockholders’
	Stock		Capital		Stock		Earnings		Loss		Equity

	(Dollars in Thousands, Except Per Share Data)
BALANCE, January 1, 2021	$	108	$	118,356	$	(41,167)	$	54,155	$	(207)	$	131,245

Net income								1,715				1,715

Other comprehensive loss										(1,342)		(1,342)

Dividends paid ($0.07 per share)								(557)				(557)

Purchase of treasury stock (62,500 shares)						(946)						(946)

Treasury stock used for employee benefit plan (14,638 shares)				(143)		204						61

Stock option expense				41								41

Restricted share award expense				41								41

BALANCE, March 31, 2021	$	108	$	118,295	$	(41,909)	$	55,313	$	(1,549)	$	130,258

Accumulated

Additional

Other

Total

Common

Paid-In

Treasury

Retained

Comprehensive

Stockholders’


Stock

Capital

Stock

Earnings

Income (Loss)

Equity

(Dollars in Thousands, Except Per Share Data)
BALANCE, April 1, 2019

$
108

$
117,976

$
(28,968)

$
49,300

$
(4,525)

$
133,891

Net income



2,630



2,630

Other comprehensive income





3,303

3,303

Dividends paid ($0.50 per share)



(4,446)



(4,446)

Purchase of treasury stock (53,300 shares)

(912)





(912)

Treasury stock used for employee benefit plan (10,747 shares)

(193)

172





(21)

Stock option expense

146





146

Restricted share award expense

157

157

BALANCE, June 30, 2019

$
108

$
118,086

$
(29,708)

$
47,484

$
(1,222)

$
134,748


									Accumulated
			Additional						Other		Total
	Common		Paid-In		Treasury		Retained		Comprehensive		Stockholders’
	Stock		Capital		Stock		Earnings		Income		Equity

	(Dollars in Thousands, Except Per Share Data)
BALANCE, January 1, 2020	$	108	$	118,673	$	(29,698)	$	51,391	$	1,825	$	142,299

Net income								2,924				2,924

Other comprehensive loss										(6,678)		(6,678)

Dividends paid ($0.50 per share)								(4,453)				(4,453)

Purchase of treasury stock (152,009 shares)						(1,999)						(1,999)

Treasury stock used for employee benefit plan (44,587 shares)				(787)		703						(84)

Stock option expense				117								117

Restricted share award expense				120								120

BALANCE, March 31, 2020	$	108	$	118,123	$	(30,994)	$	49,862	$	(4,853)	$	132,246

Table of Contents


									Accumulated												Accumulated
			Additional						Other		Total				Additional						Other		Total
	Common		Paid-In		Treasury		Retained		Comprehensive		Stockholders’		Common		Paid-In		Treasury		Retained		Comprehensive		Stockholders’
	Stock		Capital		Stock		Earnings		Income (Loss)		Equity		Stock		Capital		Stock		Earnings		Income (Loss)		Equity

	(Dollars in Thousands, Except Per Share Data)												(Dollars in Thousands, Except Per Share Data)
BALANCE, October 1, 2019	$	108	$	118,384	$	(29,698)	$	49,625	$	1,192	$	139,611
BALANCE, October 1, 2020													$	108	$	118,270	$	(39,207)	$	52,889	$	(2,943)	$	129,117

Net income								9,007				9,007								3,551				3,551

Other comprehensive loss										(5,170)		(5,170)
Other comprehensive income																						1,394		1,394

Dividends paid ($0.64 per share)								(5,646)				(5,646)
Dividends paid ($0.14 per share)																				(1,127)				(1,127)

Purchase of treasury stock (787,029 shares)						(10,025)						(10,025)
Purchase of treasury stock (209,311 shares)																		(2,906)						(2,906)

Treasury stock used for employee benefit plan (44,587 shares)				(787)		703						(84)
Treasury stock used for employee benefit plan (14,638 shares)																(143)		204						61

Stock option expense				317								317				84								84

Restricted share award expense				304								304				84								84

Reclassification for adoption of ASC Topic 842								(75)				(75)

BALANCE, June 30, 2020	$	108	$	118,218	$	(39,020)	$	52,911	$	(3,978)	$	128,239

BALANCE, March 31, 2021													$	108	$	118,295	$	(41,909)	$	55,313	$	(1,549)	$	130,258


									Accumulated												Accumulated
			Additional						Other		Total				Additional						Other		Total
	Common		Paid-In		Treasury		Retained		Comprehensive		Stockholders’		Common		Paid-In		Treasury		Retained		Comprehensive		Stockholders’
	Stock		Capital		Stock		Earnings		Income (Loss)		Equity		Stock		Capital		Stock		Earnings		Income (Loss)		Equity

	(Dollars in Thousands)												(Dollars in Thousands)
BALANCE, October 1, 2018	$	108	$	118,345	$	(27,744)	$	45,854	$	(8,154)	$	128,409
BALANCE, October 1, 2019													$	108	$	118,384	$	(29,698)	$	49,625	$	1,192	$	139,611

Net income								6,944				6,944								5,387				5,387

Other comprehensive income										6,957		6,957
Other comprehensive loss																						(6,045)		(6,045)

Dividends paid ($0.60 per share)								(5,339)				(5,339)
Dividends paid ($0.57 per share)																				(5,075)				(5,075)

Purchase of treasury stock (159,665 shares)						(3,160)						(3,160)
Purchase of treasury stock (152,009 shares)																		(1,999)						(1,999)

Treasury stock used for employee benefit plan (61,156 shares)				(1,146)		1,196						50
Treasury stock used for employee benefit plan (44,587 shares)																(787)		703						(84)

Stock option expense				423								423				270								270

Restricted share award expense				464								464				256								256

Reclassification for adoption of ASU 2016-01								25		(25)		—
Reclassification for adoption of ASC topic 842																				(75)				(75)

BALANCE, June 30, 2019	$	108	$	118,086	$	(29,708)	$	47,484	$	(1,222)	$	134,748
BALANCE, March 31, 2020													$	108	$	118,123	$	(30,994)	$	49,862	$	(4,853)	$	132,246

See notes to unaudited consolidated financial ~~statements~~statements.

Table of Contents

PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended June 30,				Six Months Ended March 31,
	2020		2019		2021		2020

	(Dollars in Thousands)				(Dollars in Thousands)
OPERATING ACTIVITIES:
Net income	$	9,007	$	6,944	$	3,551	$	5,387
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		384		469		219		268
Net amortization/accretion of premiums/discounts and other amortization		(920)		(1,387)		(372)		(877)
Provision for loan losses		1,375		—		—		625
Accretion of deferred loan fees and costs		(85)		(111)		(70)		(35)
Share-based compensation expense for stock options and share awards		621		887
Income from bank owned life insurance		(492)		(473)		(313)		(334)
Loss on sale of real estate owned		—		46
Gain on sale of investment and mortgage-backed securities		(5,993)		(628)		—		(2,682)
Write-down of real estate owned		125		—
Gain on sale of loans		(281)		—		(58)		(265)
Proceeds from the sale of loans held for sale		21,850		—
Proceeds from the sale of loans						3,820		20,713
Originations of loans held for sale		(7,572)		—		(3,762)		(6,186)
Holding losses (gains) on equity securities		37		(31)
Deferred income tax benefit		(395)		(357)
Share-based compensation expense						168		526
Holding (gains) losses on equity securities						(3)		58
Deferred income tax expense (benefit)						119		(153)
Changes in assets and liabilities which provided (used) cash:
Accrued interest receivable		(585)		(68)		(247)		137
Accrued interest payable		(1,314)		172		(1,476)		(1,481)
Other, net		216		(127)		399		106
Net cash provided by operating activities		15,978		5,336		1,975		15,807
INVESTING ACTIVITIES:
Purchase of investment and mortgage-backed securities available for sale		(165,178)		(196,059)		(19,196)		(130,257)
Purchase of investment and mortgage-backed securities held to maturity		(2,500)		—		—		(2,500)
Loans originated or acquired		(94,655)		(79,076)		(144,832)		(55,211)
Principal collected on loans		80,352		96,015		112,528		53,750
Principal payments received on investment and mortgage-backed securities:
Held-to-maturity		45,441		2,714		544		42,179
Available-for-sale		105,661		16,007		81,683		65,441
Proceeds from sale of investment and mortgage-backed securities		142,055		67,849		—		81,953
Proceeds from redemption of FHLB stock		9,881		6,401		2,541		5,489
Purchase of FHLB stock		(6,457)		(12,172)		(1,021)		(4,635)
Purchase of bank owned life insurance		—		(2,500)
Proceeds from sale of real estate owned		—		644
Purchases of equipment		(355)		(269)		(107)		(233)
Net cash provided by (used in) investing activities		114,245		(100,446)
Net cash provided by investing activities						32,140		55,976

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Nine Months Ended June 30,


2020

2019

(Dollars in thousands)

FINANCING ACTIVITIES:

Net increase in demand deposits, NOW accounts, and savings accounts

156,611

12,144

Net decrease in certificates of deposit

(174,906)

(66,856)

(Repayments) proceeds from FHLB advances - short term

(65,000)

26,500

Proceeds from FHLB advances - long term

—

139,315

Repayment of FHLB advances - long term

(20,835)

(19,088)

Increase in advances from borrowers for taxes and insurance

927

1,450

Cash dividends paid

(5,646)

(5,339)

Treasury stock used for employee benefit plans

703

50

Purchase treasury stock

(10,025)

(3,160)

Net cash (used in) provided by financing activities

(118,171)

85,016

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

12,052

(10,094)

CASH AND CASH EQUIVALENTS—Beginning of period

47,968

48,171

CASH AND CASH EQUIVALENTS—End of period

$
60,020

$
38,077

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:





Cash paid during the period for:

Interest paid on deposits and advances from FHLB

$
16,506

$
13,683

Income taxes paid

$
1,285

$
1,325

SUPPLEMENTAL DISCLOSURES OF NONCASH ITEMS:





Loans transferred to other real estate owned

183

—

Lease adoption:

Right of use lease asset

1,415

—

Lease liability

1,536

—


	Six Months Ended March 31,
	2021		2020
	(Dollars in thousands)
FINANCING ACTIVITIES:
Net (decrease) increase in demand deposits, NOW accounts, and savings accounts		(9,516)		45,814
Net increase (decrease) in certificates of deposit		32,311		(59,774)
Net decrease in FHLB advances - short term		(25,000)		(10,000)
Repayment of FHLB advances - long term		(8,615)		(12,280)
(Decrease) increase in advances from borrowers for taxes and insurance		(1,175)		335
Cash dividends paid		(1,127)		(5,075)
Treasury stock used for employee benefit plans		61		(84)
Purchase of treasury stock		(2,906)		(1,999)
Net cash used in financing activities		(15,967)		(43,063)
NET INCREASE IN CASH AND CASH EQUIVALENTS		18,148		28,720
CASH AND CASH EQUIVALENTS—Beginning of period		117,081		47,968

CASH AND CASH EQUIVALENTS—End of period	$	135,229	$	76,688
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid on deposits and advances from FHLB	$	9,222	$	12,187

Income taxes paid	$	60	$	1,195

SUPPLEMENTAL DISCLOSURES OF NONCASH ITEMS:
Loans transferred to other real estate owned	$	—	$	183

Lease adoption:
Right of use lease asset	$	—	$	1,415
Lease liability	$	—	$	1,536

See the accompany notes to the unaudited consolidated financial statements.

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PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Prudential Bancorp, Inc. (the “Company”) is a Pennsylvania corporation and the parent holding company for Prudential Bank (the “Bank”). The Company is a registered bank holding company.

The Bank is a community-oriented, Pennsylvania-chartered savings bank headquartered in South Philadelphia. The banking office network currently consists of the headquarters and main office (which includes a branch office), an administrative office, and 9 additional full-service branch offices. NaN of the branch offices are located in Philadelphia (Philadelphia County), 1 is in Drexel Hill, Delaware County, and 1 is in Huntingdon Valley, Montgomery County (both Pennsylvania counties). The Bank maintains ATMs at all 10 of the banking offices. The Bank also provides on-line and mobile banking services.

The Bank is subject to regulation by the Pennsylvania Department of Banking and Securities (the “Department”), as its chartering authority and primary regulator, and by the Federal Deposit Insurance Corporation (the “FDIC”), which insures the Bank’s deposits up to applicable limits. As a bank holding company, the Company is subject to the regulation of the Board of Governors of the Federal Reserve System.

Basis of presentation – The accompanying unaudited consolidated financial statements were prepared pursuant to the rules and regulations of the U. S. Securities and Exchange Commission (“SEC”) for interim information and therefore do not include all the information or footnotes necessary for a complete presentation of financial condition, results of operations, comprehensive income, changes in equity and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). However, all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the financial statements have been included. The results for the three and ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, ~~2020,~~2021, or any other period. These financial statements should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2019.~~2020. The significant accounting policies followed in the presentation of interim financial results are the same as those followed on an annual basis. These policies are presented on pages 8172 through 8576 of the Annual Report on Form 10-K for the year ended September 30, ~~2019.~~2020.

Use of Estimates in the Preparation of Financial Statements—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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The most significant estimates and assumptions in the Company’s consolidated financial statements are reflected in the allowance for loan losses, deferred income taxes, other-than-temporary impairment, interest rate Swap Contracts and the fair value measurement for financial instruments. Actual results could differ from those estimates.

~~Recently Adopted Accounting Pronouncements~~

~~Effective October 1, 2019, the Company adopted ASU 2016-02~~ ~~– Leases~~. This Update and all subsequent ASUs that modified Topic 842 set forth a new lease accounting model for lessors and lessees. For lessees, virtually all leases will have to be recognized on the balance sheet by recording a right-of-use asset and lease liability. Subsequent accounting for leases varies depending on whether the lease is an operating lease or a finance lease. The accounting provided by a lessor is largely unchanged from that applied under the existing guidance. The ASU requires additional qualitative and quantitative disclosures with the objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. The Update and its related amendments resulted in the recognition, as of October 1, 2019, of operating right-of-use assets totaling $1.5 million and operating lease liabilities totaling

~~Table of Contents~~

~~$1.6 million. A $75,000 prior period adjustment to retained earnings was recognized as of October 1, 2019. The Company has presented the necessary disclosures in Note 15.~~

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. This ~~Update defers the effective date~~

Table of ~~ASU 2016-13~~Contents

Update for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements~~. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10-3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position ~~or results of operations.~~

~~In November 2019, the FASB issued ASU 2019-08, Compensation ‒ Stock Compensation (Topic 718)~~ and Revenue from Contracts with Customers (Topic 606), which requires entities to measure and classify share-based payments to a customer, in accordance with the guidance in ASC 718, Compensation ‒ Stock Compensation. The amendments in that Update expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and, in doing so, superseded guidance in Subtopic 505-50, Equity ‒ Equity-Based Payments to Non-Employees. The amount that would be recorded as a reduction in revenue would be measured based on the grant date fair value of the share based payment, in accordance with Topic 718. The grant date is the date at which a supplier and customer reach a mutual understanding of the award’s key terms and conditions. The award’s classification and subsequent measurement would be subject to ASC 718 unless the award is modified or the grantee

~~Table of Contents~~

is no longer a customer. For entities that have not yet adopted the amendments in Update 2018-07, the amendments in this Update are effective for (1) public business entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and (2) other than public business entities in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. For entities that have adopted the amendments in Update 2018-07, the amendments in this Update are effective in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. An entity may early adopt the amendments in this Update, but not before it adopts the amendments in Update 2018-07. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The Update defers the effective dates of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This Update also amends the mandatory effective date for the elimination of Step 2 from the goodwill impairment test under ASU No. 2017-04, Intangibles ‒ Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (Goodwill), to align with ~~those~~the effective date used for credit losses. Furthermore, the ASU provides a one-year deferral of the effective dates of the ASUs on derivatives and hedging and leases for companies that are not public business entities. The Company qualifies as a smaller reporting company and does not expect to early adopt these ASUs.

~~In November 2019, the FASB issued ASU 2019-11,~~ ~~Codification Improvements to Topic 326, Financial~~~~Instruments – Credit Losses~~, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. The effective dates in this Update are the same as those applicable for ASU 2019-10. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

~~In December 2019, the FASB issued ASU 2019-12,~~ ~~Income Taxes (Topic 740)~~, to simplify the accounting for income taxes, change the accounting for certain tax transactions, and make minor improvements to the codification. This Update provides a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and provides guidance to evaluate whether a step-up in tax basis of goodwill relates to a business combination in which book goodwill was recognized or a separate transaction. The Update also changes current guidance for making an intra period allocation if there is a loss in continuing operations and gains outside of continuing operations; determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting; accounting for tax law changes and year-to-date losses in interim periods; and determining how to apply the income tax guidance to franchise taxes that are partially based on income. For public business entities, the amendments in this Update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In January 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from ~~LIBOR~~the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by

~~Table of Contents~~

reference rate reform. The amendments in this ASU are effective for all entities upon issuance through ~~December~~March 31, 2022. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position and/or results of operations.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from LIBOR and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to December 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for

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certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position and/or results of operations.

2. EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock issued, net of any treasury shares and unearned restricted share awards, during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, after consideration of the potential dilutive effect of common stock equivalents (CSEs), based upon the treasury stock method using an average market price for the period.

The calculated basic and diluted earnings per share are as follows:


	Three Months Ended June 30,								Three Months Ended March 31,
	2020				2019				2021				2020

	(Dollars in Thousands Except Per Share Data)								(Dollars in Thousands Except Per Share Data)
	Basic		Diluted		Basic		Diluted		Basic		Diluted		Basic		Diluted

Net income	$	3,620	$	3,620	$	2,630	$	2,630	$	1,715	$	1,715	$	2,924	$	2,924

Weighted average common shares outstanding		8,233,640		8,233,640		8,775,210		8,775,210		7,975,683		7,975,683		8,884,760		8,884,760

Effect of CSEs		—		13,658		—		162,094		0		14,671		0		117,342

Adjusted weighted average common shares used in earnings per share computation		8,233,640		8,247,298		8,775,210		8,937,304		7,975,683		7,990,354		8,884,760		9,002,102

Earnings per share	$	0.44	$	0.44	$	0.30	$	0.29	$	0.22	$	0.21	$	0.33	$	0.32


	Nine Months Ended June 30,								Six Months Ended March 31,
	2020				2019				2021				2020

	(Dollars in Thousands, Except Share and Per Share Data)								(Dollars in Thousands, Except Share and Per Share Data)
	Basic		Diluted		Basic		Diluted		Basic		Diluted		Basic		Diluted

Net income	$	9,007	$	9,007	$	6,944	$	6,944	$	3,551	$	3,551	$	5,387	$	5,387

Weighted average common shares outstanding		8,669,322		8,669,322		8,785,618		8,785,618		8,040,907		8,040,907		8,885,972		8,885,972

Effect of CSEs		—		92,767		—		156,932		—		4,512		—		133,815

Adjusted weighted average common shares used in earnings per share computation		8,669,322		8,762,089		8,785,618		8,942,550		8,040,907		8,045,419		8,885,972		9,019,787

Earnings per share	$	1.04	$	1.03	$	0.79	$	0.78	$	0.44	$	0.44	$	0.61	$	0.60

As of ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ there were ~~514,659~~267,728 and ~~550,832~~528,004 shares of common stock, respectively, subject to options with exercise prices less than the then current market and which were included in the computation of diluted earnings per share. At ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ there were 249,030 and 265,030 ~~and 202,500~~ shares of common stock, respectively, subject to options that had exercise prices greater than the then current market value and were considered anti-dilutive at such dates.

1312

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3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the changes in accumulated other comprehensive income (loss) by component, net of tax, for the periods presented:


	Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended March 31, 2021						Three Months Ended March 31, 2020
	2020		2020		2020		2019		2019		2019
																	Total						Total
					Total						Total						accumulated						accumulated
					accumulated						accumulated		Unrealized gain		Unrealized gain (loss)		other		Unrealized gain		Unrealized gain (loss)		other
	Unrealized gain		Unrealized gain (loss)		other		Unrealized gain		Unrealized gain (loss)		other		(loss) on AFS		on interest rate swaps		comprehensive		(loss) on AFS		on interest rate swaps		comprehensive
	(loss) on AFS		on interest rate swaps		comprehensive		(loss) on AFS		on interest rate swaps		comprehensive		securities (a)		(a)		income (loss)		securities (a)		(a)		income (loss)
	securities (a)		(a)		income (loss)		securities (a)		(a)		income (loss)
Beginning balance, April 1	$	8,864	$	(13,717)	$	(4,853)	$	(2,160)	$	(2,365)	$	(4,525)
Beginning balance, January 1													$	12,221	$	(12,428)	$	(207)	$	6,920	$	(5,096)	$	1,824
Other comprehensive (loss) income before reclassification		4,273		(782)		3,491		6,777		(3,070)		3,707		(3,842)		2,500		(1,342)		3,812		(8,621)		(4,809)
Total other comprehensive income (loss)														8,379		(9,928)		(1,549)		10,732		(13,717)		(2,985)
Reclassification for net gains recorded in net income		(2,616)		—		(2,616)		(404)		—		(404)		0		0		0		(1,868)		0		(1,868)
Ending Balance, June 30	$	10,521	$	(14,499)	$	(3,978)	$	4,213	$	(5,435)	$	(1,222)
Ending balance, March 31													$	8,379	$	(9,928)	$	(1,549)	$	8,864	$	(13,717)	$	(4,853)

~~(a)~~

(a)

All amounts are net of tax. Amounts in parentheses indicate debits.

Nine Months Ended June 30,

Nine Months Ended June 30,

2020

2020

2020

2019

2019

2019

Total

Total

accumulated

accumulated

Unrealized gain

Unrealized gain (loss)

other

Unrealized gain

Unrealized gain (loss)

other

(loss) on AFS

on interest rate swaps

comprehensive

(loss) on AFS

on interest rate swaps

comprehensive


securities (a)

(a)

income (loss)

securities (a)

(a)

income (loss)
Beginning balance, October 1

$
8,098

$
(6,906)

$
1,192

$
(8,320)

$
166

$
(8,154)
Other comprehensive (loss) income before reclassification

7,158

(7,593)

(435)

13,054

(5,601)

7,453
Reclassification from adoption of ASU 2016-01

—

—

—

(25)

—

(25)
Reclassification for net gains recorded in net income

(4,735)

—

(4,735)

(496)

—

(496)
Ending Balance, June 30

$
10,521

$
(14,499)

$
(3,978)

$
4,213

$
(5,435)

$
(1,222)


	Six Months Ended March 31, 2021						Six Months Ended March 31, 2020

					Total						Total
					accumulated						accumulated
	Unrealized gain		Unrealized gain (loss)		other		Unrealized gain		Unrealized gain (loss)		other
	(loss) on AFS		on interest rate swaps		comprehensive		(loss) on AFS		on interest rate swaps		comprehensive
	securities (a)		(a)		income (loss)		securities (a)		(a)		income (loss)
Beginning balance, October 1	$	10,585	$	(13,528)	$	(2,943)	$	8,098	$	(6,906)	$	1,192
Other comprehensive (loss) income before reclassification		(2,206)		3,600		1,394		2,885		(6,811)		(3,926)
Total other comprehensive income (loss)		8,379		(9,928)		(1,549)		10,983		(13,717)		(2,734)
Reclassification for net gains recorded in net income		—		—		—		(2,119)		—		(2,119)
Ending balance, March 31	$	8,379	$	(9,928)	$	(1,549)	$	8,864	$	(13,717)	$	(4,853)

~~(a)~~

(a)

All amounts are net of tax. Amounts in parentheses indicate debits.

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4. INVESTMENT AND MORTGAGE-BACKED SECURITIES

The amortized cost and fair value of investment and mortgage-backed securities, with gross unrealized gains and losses, are as follows:


	June 30, 2020								March 31, 2021
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value

	(Dollars in Thousands)								(Dollars in Thousands)
Securities Available for Sale:
U.S. government and agency obligations	$	32,293	$	133	$	—	$	32,426	$	10,811	$	82	$	0	$	10,893
State and political subdivisions		64,454		5,571		(1,534)		68,491		77,437		2,560		(646)		79,351
Mortgage-backed securities - U.S. government agencies		250,547		10,802		(8)		261,341		174,243		6,387		(929)		179,701
Corporate debt securities		76,791		3,154		(800)		79,145		80,709		3,337		(184)		83,862
Total debt securities available for sale	$	424,085	$	19,660	$	(2,342)	$	441,403	$	343,200	$	12,366	$	(1,759)	$	353,807

Securities Held to Maturity:
U.S. government and agency obligations	$	3,500	$	247	$	—	$	3,747	$	1,000	$	185	$	0	$	1,185
State and political subdivisions		18,103		858		—		18,961		18,022		738		0		18,760
Mortgage-backed securities - U.S. government agencies		4,049		314		—		4,363		3,248		267		0		3,515

Total securities held to maturity	$	25,652	$	1,419	$	—	$	27,071	$	22,270	$	1,190	$	0	$	23,460


	September 30, 2020
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value

	(Dollars in Thousands)
Securities Available for Sale:
U.S. government and agency obligations	$	22,241	$	153	$	—	$	22,394
State and political subdivisions		79,099		1,940		(1,418)		79,621
Mortgage-backed securities - U.S. government agencies		226,863		9,774		(71)		236,566
Corporate debt securities		78,764		3,564		(545)		81,783
Total debt securities	$	406,967	$	15,431	$	(2,034)	$	420,364

Securities Held to Maturity:
U.S. government and agency obligations	$	1,000	$	236	$	—	$	1,236
State and political subdivisions		18,076		925		—		19,001
Mortgage-backed securities - U.S. government agencies		3,784		309		—		4,093

Total securities held to maturity	$	22,860	$	1,470	$	—	$	24,330

The Company recognized a holding loss on equity securities of ~~$37,000 and a net realized gain of $21,000~~$7,000 for the ~~nine and~~ three months ended ~~June 30, 2020, respectively. Net gains~~March 31, 2021, and a holding gain on equity securities ~~were $38,000 and a loss~~ of $3,000 for the six months ended March 31, 2021 and holding losses on equity securities of $39,000 and $58,000, respectively, during the ~~nine~~three and ~~three~~six months ended ~~June 30, 2019.~~March 31, 2020.

September 30, 2019

Gross

Gross

Amortized

Unrealized

Unrealized

Fair


Cost

Gains

Losses

Value

(Dollars in Thousands)
Securities Available for Sale:








U.S. government and agency obligations

$
24,960

$
3

$
(98)

$
24,865
State and political subdivisions

47,909

484

(747)

47,646
Mortgage-backed securities - U.S. government agencies

362,342

8,836

(406)

370,772
Corporate debt securities

67,360

2,217

(38)

69,539
Total debt securities

$
502,571

$
11,540

$
(1,289)

$
512,822

Securities Held to Maturity:








U.S. government and agency obligations

$
43,349

$
181

$
(188)

$
43,342
State and political subdivisions

20,474

645

—

21,119
Mortgage-backed securities - U.S. government agencies

4,812

238

(4)

5,046

Total securities held to maturity

$
68,635

$
1,064

$
(192)

$
69,507

As of ~~June 30, 2020,~~March 31, 2021, the Bank maintained ~~$208.4~~$151.5 million of securities in a safekeeping account at the FHLB of Pittsburgh available to be used for collateral and convenience. As of ~~June 30, 2020,~~March 31, 2021, the Bank was only required to hold ~~$118.6~~$39.0 million as specific collateral for its ~~borrowings;~~borrowings from the FHLB of Pittsburgh; therefore the ~~$89.8~~$112.5 million of excess securities ~~are~~as of such date were not restricted and could be sold or transferred if needed.

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The following table shows the gross unrealized losses and related fair values of the Company’s investment and mortgage-backed securities, aggregated by investment category and length of time that individual securities had been in a continuous loss position as of ~~June 30, 2020:~~March 31, 2021:


		Less than 12 months				More than 12 months				Total					Less than 12 months				More than 12 months				Total
		Gross				Gross				Gross					Gross				Gross				Gross
		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair			Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
		Losses		Value		Losses		Value		Losses		Value			Losses		Value		Losses		Value		Losses		Value

	(Dollars in Thousands)													(Dollars in Thousands)
Securities Available for Sale:
State and political subdivisions		$	—	$	—	$	(1,534)	$	20,448	$	(1,534)	$	20,448		$	(136)	$	10,686	$	(510)	$	6,838	$	(646)	$	17,524
Mortgage-backed securities -U.S. government agencies			—		—		(8)		732		(8)		732			(929)		25,777		—		—		(929)		25,777
Corporate debt securities			(800)		13,227		—		—		(800)		13,227			(184)		11,816		—		—		(184)		11,816
																			��
Total securities available for sale		$	(800)	$	13,227	$	(1,542)	$	21,180	$	(2,342)	$	34,407		$	(1,249)	$	48,279	$	(510)	$	6,838	$	(1,759)	$	55,117


	Less than 12 months				More than 12 months				Total				Less than 12 months				More than 12 months				Total
	Gross				Gross				Gross				Gross				Gross				Gross
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
	Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value

	(Dollars in Thousands)												(Dollars in Thousands)
Securities Available for Sale:
US government and agency obligations	$	(3)	$	6,997	$	(95)	$	3,866	$	(98)	$	10,863
State and political subdivisions		(4)		890		(743)		23,784		(747)		24,674	$	(126)	$	10,735	$	(1,292)	$	24,510	$	(1,418)	$	35,245
Mortgage-backed securities - US government agencies		(86)		50,057		(320)		37,056		(406)		87,113		(66)		10,025		(5)		584		(71)		10,609
Corporate debt securities		(13)		1,989		(25)		3,014		(38)		5,003		(545)		16,472		—		—		(545)		16,472

Total securities available for sale	$	(106)	$	59,933	$	(1,183)	$	67,720	$	(1,289)	$	127,653	$	(737)	$	37,232	$	(1,297)	$	25,094	$	(2,034)	$	62,326

Securities Held to Maturity:
U.S. government and agency obligations	$	(188)	$	14,811	$	—	$	—	$	(188)	$	14,811
Mortgage-backed securities - US government agencies		(4)		794		—		—		(4)		794

Total securities held to maturity	$	(192)	$	15,605	$	—	$	—	$	(192)	$	15,605

Total	$	(298)	$	75,538	$	(1,183)	$	67,720	$	(1,481)	$	143,258

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least once each quarter, and more frequently when economic or market concerns warrant such evaluation. The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities. Management also evaluates other facts and circumstances that may be indicative of an OTTI condition. This includes, but is not limited to, an evaluation of the type of security, the length of time and extent to which the fair value of the security has been less than cost, and the near-term prospects of the issuer.

~~Table of Contents~~

The Company assesses whether a credit loss exists with respect to a security by considering whether (1) the Company has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery has occurred, or (3) it does not expect to recover the entire amortized cost basis of the security. The Company bifurcates the OTTI impact on impaired securities where impairment in value is deemed to be other than temporary between the component representing credit loss and the component representing loss related to other factors. The portion of the fair value decline attributable to credit loss must be recognized through a charge to earnings. The credit component is determined by comparing the present value of the cash flows expected to be collected, discounted at the rate in effect before recognizing any OTTI, with the amortized cost basis of the debt security. The Company uses the cash flows expected to be realized from the security, which includes assumptions about interest rates, timing and severity of defaults, estimates of potential recoveries, the cash flow distribution from the security and other factors, then applies a discount rate equal to the effective yield of the security. The difference between the present value of the expected cash flows and the amortized book value is considered a credit loss. The fair value of the security is determined using the same expected cash flows; the discount rate is a rate the Company determines from open market

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and other sources as appropriate for the particular security. The difference between the fair value and the security’s remaining amortized cost is recognized in other comprehensive income (loss).

For both the three and ~~nine~~six months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company did not record any credit losses on investment securities through earnings.

Mortgage-Backed Securities – At ~~June 30, 2020,~~March 31, 2021, there ~~was 1~~were 15 mortgage-backed security in a gross unrealized loss position for less than 12 months, while there were 30 securities in a gross unrealized loss position for more than 12 months at such date. These securities represent asset-backed issues that are issued or guaranteed by a U.S. Government sponsored agency or carry the full faith and credit of the United States through a government agency and all of them are currently rated AAA by at least one bond credit rating agency. As a result, the Company ~~does~~did not consider these investments to be other-than-temporarily impaired at ~~June 30, 2020.~~March 31, 2021.

Corporate Debt Securities – At ~~June 30, 2020,~~March 31, 2021, there were 53 securities in a gross unrealized loss for less than 12 months, while there were 0 securities in a gross unrealized loss position for more than 12 months at such date. These securities were issued by publicly reporting companies with an investment grade rating by at least one bond credit rating agency. As a result, the Company ~~does~~did not consider these investments to be other-than-temporarily impaired at ~~June 30, 2020.~~March 31, 2021.

State and political subdivisions – At ~~June 30, 2020,~~March 31, 2021, there ~~was 0 security~~were 4 securities in a gross unrealized loss for less than 12 months, while there were 73 securities in a gross unrealized loss position for more than 12 months at such date. The unrealized losses on these debt securities relate principally to the changes in market rates of interest in the financial markets and are not as a result of projected shortfall of cash flows. These securities were issued by local municipalities/school districts with an investment grade rating by at least one bond credit rating agency. As a result, the Company ~~does~~did not consider these investments to be other-than-temporarily impaired at ~~June 30, 2020.~~March 31, 2021.

The amortized cost and fair value of debt securities, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

~~Table of Contents~~

The maturity table below excludes mortgage-backed securities because the contractual maturities of such securities are not indicative of actual maturities due to significant prepayments.


	June 30, 2020								March 31, 2021
	Held to Maturity				Available for Sale				Held to Maturity				Available for Sale
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value		Cost		Value

	(Dollars in Thousands)								(Dollars in Thousands)
Due after one through five years	$	—	$	—	$	18,465	$	19,042	$	5,693	$	6,085	$	31,190	$	32,832
Due after five through ten years		14,074		14,904		59,511		61,396		9,284		9,594		50,705		52,297
Due after ten years		7,529		7,804		95,562		99,624		4,045		4,266		87,062		88,977

Total	$	21,603	$	22,708	$	173,538	$	180,062	$	19,022	$	19,945	$	168,957	$	174,106

During the three and six month period ended ~~June 30,~~March 31, 2021, the Company sold no securities. During the three month period ended March 31, 2020, the Company sold securities with an aggregate amortized cost of ~~$60.1~~$44.6 million, for a recognized aggregate gain of ~~$3.3~~$2.4 million (pre-tax). For the ~~nine~~six month period ended ~~June 30,~~March 31, 2020, ~~the Company sold securities with an aggregate amortized value of $142.1 million and a recognized gain of $6.0 million (pre-tax). During the three and nine month periods ended June 30, 2019,~~ the Company sold securities with an aggregate amortized cost of ~~$49.1~~$62.1 million, ~~and $61.9 million, respectively,~~ for a recognized ~~aggregate~~ gain of ~~$511,000 and 628,000, respectively~~$2.7 million (pre-tax).

~~5. LOANS RECEIVABLE~~

~~Loans receivable consist of the following:~~

June 30,

September 30,

2020

2019

(Dollars in Thousands)

One-to-four family residential

$
229,966

$
268,780

Multi-family residential

32,865

30,582

Commercial real estate

140,236

128,521

Construction and land development

266,985

253,368

Loans to financial institutions

6,000

6,000

Commercial business

16,686

19,630

Leases

243

518

Consumer

686

834

Total loans

693,667

708,233

Undisbursed portion of loans-in-process

(101,141)

(114,528)

Deferred loan fees

(2,545)

(2,856)

Allowance for loan losses

(6,690)

(5,393)

Net loans

$
583,291

$
585,456

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5. LOANS RECEIVABLE

Loans receivable consist of the following:


	March 31,		September 30,
	2021		2020

	(Dollars in Thousands)
One-to-four family residential	$	210,569	$	233,872
Multi-family residential		52,657		31,100
Commercial real estate		149,385		139,943
Construction and land development		264,618		260,648
Loans to financial institutions		—		6,000
Commercial business		41,882		12,916
Leases		117		176
Consumer		515		604

Total loans		719,743		685,259

Undisbursed portion of loans-in-process		(89,912)		(86,862)
Deferred loan fees		(603)		(1,794)
Allowance for loan losses		(8,353)		(8,303)

Net loans	$	620,875	$	588,300

The following table summarizes by loan segment the balance in the allowance for loan losses and the loans individually and collectively evaluated for impairment by loan segment at ~~June 30, 2020:~~March 31, 2021:


	One- to										Loans to										One- to								Loans to
	four-		Multi-family		Commercial		Construction and		Commercial		financial										four-		Multi-family		Commercial		Construction and		financial		Commercial
	family residential		residential		real estate		land development		business		institutions		Leases		Consumer		Unallocated		Total		family residential		residential		real estate		land development		institutions		business		Leases		Consumer		Unallocated		Total

	(Dollars in Thousands)																				(Dollars in Thousands)

Allowance for loan losses:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$		$	0
Collectively evaluated for impairment		1,376		402		1,647		2,340		207		74		3		3		638		6,690		1,583		720		1,969		2,710		0		580		3		5		783		8,353
Total ending allowance balance	$	1,376	$	402	$	1,647	$	2,340	$	207	$	74	$	3	$	3	$	638	$	6,690	$	1,583	$	720	$	1,969	$	2,710	$	—	$	580	$	3	$	5	$	783	$	8,353

Loans:
Individually evaluated for impairment	$	3,528	$	—	$	1,417	$	8,650	$	—	$	—	$	—	$	49			$	13,644	$	3,475	$	0	$	1,328	$	8,250	$	0	$	0	$	0	$	0			$	13,053
Collectively evaluated for impairment		226,438		32,865		138,819		258,335		16,686		6,000		243		637				680,023		207,094		52,657		148,057		256,368		0		41,882		117		515				706,690
Total loans	$	229,966	$	32,865	$	140,236	$	266,985	$	16,686	$	6,000	$	243	$	686			$	693,667	$	210,569	$	52,657	$	149,385	$	264,618	$	—	$	41,882	$	117	$	515			$	719,743


	One- to										Loans to										One- to								Loans to
	four-		Multi-family		Commercial		Construction and		Commercial		financial										four-		Multi-family		Commercial		Construction and		financial		Commercial
	family residential		residential		real estate		land development		business		institutions		Leases		Consumer		Unallocated		Total		family residential		residential		real estate		land development		institutions		business		Leases		Consumer		Unallocated		Total

	(Dollars in Thousands)																				(Dollars in Thousands)

Allowance for loan losses:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$		$	0
Collectively evaluated for impairment		1,002		315		1,257		2,034		206		63		5		13		498		5,393		1,877		460		1,989		2,888		89		194		3		6		797		8,303
Total ending allowance balance	$	1,002	$	315	$	1,257	$	2,034	$	206	$	63	$	5	$	13	$	498	$	5,393	$	1,877	$	460	$	1,989	$	2,888	$	89	$	194	$	3	$	6	$	797	$	8,303

Loans:
Individually evaluated for impairment	$	4,827	$	—	$	1,965	$	8,750	$	—	$	—	$	—	$	—			$	15,542	$	3,095	$	0	$	1,417	$	8,525	$	0	$	0	$	0	$	0			$	13,037
Collectively evaluated for impairment		263,953		30,582		126,556		244,618		19,630		6,000		518		834				692,691		230,777		31,100		138,526		252,123		6,000		12,916		176		604				672,222
Total loans	$	268,780	$	30,582	$	128,521	$	253,368	$	19,630	$	6,000	$	518	$	834			$	708,233	$	233,872	$	31,100	$	139,943	$	260,648	$	6,000	$	12,916	$	176	$	604			$	685,259

The loan portfolio is segmented at a level that allows management to monitor both risk and performance. Management evaluates for potential impairment all construction loans, multi-family loans, commercial real estate loans, commercial business loans, loans to financial institutions, leases and all loans and leases more than 90 days delinquent as to principal and/or interest. Loans are considered to be impaired when, based on current information and events, it is

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probable that the Company will be unable to collect in full the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.

Once the determination is made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is generally measured by comparing the recorded investment in the loan to the fair value of the loan using one of the following three methods: (a) the present value of the expected future cash flows discounted at the loan’s effective interest rate; (b) the loan’s observable market price; or (c) the fair value of the collateral less selling costs. Management primarily utilizes the fair value of collateral method as a practically expedient alternative. On collateral method evaluations, any portion of the loan deemed uncollectible is charged-off against the loan loss allowance.

The following table presents impaired loans by class as of March 31, 2021, segregated by those for which a specific allowance was required and those for which no specific allowance was required.


					Impaired
					Loans with
	Impaired Loans with				No Specific
	Specific Allowance				Allowance		Total Impaired Loans

	(Dollars in Thousands)
									Unpaid
	Recorded		Related		Recorded		Recorded		Principal
	Investment		Allowance		Investment		Investment		Balance
One-to-four family residential	$	0	$	0	$	3,475	$	3,475	$	3,792
Commercial real estate		0		0		1,328		1,328		1,505
Construction and land development		0		0		8,250		8,250		10,631
Total	$	0	$	0	$	13,053	$	13,053	$	15,928

The following table presents impaired loans by class as of September 30, 2020, segregated by those for which a specific allowance was required and those for which no specific allowance was required.


					Impaired
					Loans with
	Impaired Loans with				No Specific
	Specific Allowance				Allowance		Total Impaired Loans

	(Dollars in Thousands)
									Unpaid
	Recorded		Related		Recorded		Recorded		Principal
	Investment		Allowance		Investment		Investment		Balance
One-to-four family residential	$	0	$	0	$	3,095	$	3,095	$	3,482
Commercial real estate		0		0		1,417		1,417		1,600
Construction and land development		0		0		8,525		8,525		10,906
Total	$	0	$	0	$	13,037	$	13,037	$	15,988

The following tables present the average recorded investment in impaired loans and related interest income recognized for the periods indicated:


	Three Months Ended March 31, 2021
	Average				Income
	Recorded		Income Recognized		Recognized on
	Investment		on Accrual Basis		Cash Basis

	(Dollars in Thousands)
One-to-four family residential	$	3,281	$	4	$	2
Commercial real estate		1,329		0		0
Construction and land development		8,338		0		0
Total impaired loans	$	12,947	$	4	$	2

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~~The following table presents impaired loans by class as of June 30, 2020, segregated by those for which a specific allowance was required and those for which no specific allowance was required.~~


	Three Months Ended March 31, 2020
	Average				Income
	Recorded		Income Recognized		Recognized on
	Investment		on Accrual Basis		Cash Basis

	(Dollars in Thousands)
One-to-four family residential	$	4,195	$	0	$	8
Multi-family residential		74		0		0
Commercial real estate		1,593		0		0
Construction and land development		8,726		0		0
Consumer		16		0		0
Total impaired loans	$	14,604	$	0	$	8


					Impaired						Six Months Ended March 31, 2021
					Loans with						Average				Income
	Impaired Loans with				No Specific						Recorded		Income Recognized		Recognized on
	Specific Allowance				Allowance		Total Impaired Loans				Investment		on Accrual Basis		Cash Basis

	(Dollars in Thousands)										(Dollars in Thousands)
									Unpaid
	Recorded		Related		Recorded		Recorded		Principal
	Investment		Allowance		Investment		Investment		Balance
One-to-four family residential	$	—	$	—	$	3,528	$	3,528	$	3,839	$	3,219	$	9	$	2
Commercial real estate		—		—		1,417		1,417		1,536		1,358		—		—
Construction and land development		—		—		8,650		8,650		11,031		8,400		—		—
Consumer		—		—		49		49		49		—		—		—
Total	$	—	$	—	$	13,644	$	13,644	$	16,455
Total impaired loans											$	12,977	$	9	$	2

~~The following table presents impaired loans by class as of September 30, 2019, segregated by those for which a specific allowance was required and those for which no specific allowance was required.~~

Impaired



Loans with





Impaired Loans with

No Specific

Specific Allowance

Allowance

Total Impaired Loans

(Dollars in Thousands)

Unpaid

Recorded

Related

Recorded

Recorded

Principal


Investment

Allowance

Investment

Investment

Balance
One-to-four family residential

$
—

$
—

$
4,827

$
4,827

$
5,179
Commercial real estate

—

—

1,965

1,965

2,125
Construction and land development

—

—

8,750

8,750

11,131
Total

$
—

$
—

$
15,542

$
15,542

$
18,435

~~The following tables present the average recorded investment in impaired loans and related interest income recognized for the periods indicated:~~

Three Months Ended June 30, 2020

Average

Income

Recorded

Income Recognized

Recognized on


Investment

on Accrual Basis

Cash Basis

(Dollars in Thousands)
One-to-four family residential

$
3,663

$
5

$
5
Multi-family residential

—

—

—
Commercial real estate

1,417

—

—
Construction and land development

8,675

—

—
Consumer

25

—

—
Total impaired loans

$
13,780

$
5

$
5

~~Table of Contents~~

Three Months Ended June 30, 2019

Average

Income

Recorded

Income Recognized

Recognized on


Investment

on Accrual Basis

Cash Basis

(Dollars in Thousands)
One-to-four family residential

$
4,633

$
18

$
6
Multi-family residential

144

—

—
Commercial real estate

2,192

10

1
Construction and land development

8,750

—

—
Consumer

5

—

—
Total impaired loans

$
15,724

$
28

$
7

Nine Months Ended June 30, 2020

Average

Income

Recorded

Income Recognized

Recognized on


Investment

on Accrual Basis

Cash Basis

(Dollars in Thousands)
One-to-four family residential

$
4,018

$
8

$
22
Multi-family residential

49

—

—
Commercial real estate

1,534

—

1
Construction and land development

8,708

—

—
Commercial business

3

—

1
Consumer

19

—

—
Total impaired loans

$
14,331

$
8

$
24


	Nine Months Ended June 30, 2019						Six Months Ended March 31, 2020
	Average				Income		Average				Income
	Recorded		Income Recognized		Recognized on		Recorded		Income Recognized		Recognized on
	Investment		on Accrual Basis		Cash Basis		Investment		on Accrual Basis		Cash Basis

	(Dollars in Thousands)						(Dollars in Thousands)
One-to-four family residential	$	4,849	$	62	$	16	$	4,195	$	3	$	17
Multi-family residential		195		10		—		74		—		—
Commercial real estate		2,151		30		3		1,593		—		1
Construction and land development		8,751		—		—		8,725		—		—
Commercial business								4		—		1
Consumer		5		—		—		16		—		—
Total impaired loans	$	15,951	$	102	$	19	$	14,607	$	3	$	19

Federal regulations and our loan policy require that the Company utilize an internal asset classification system as a means of reporting problem and potential problem assets. The Company has incorporated an internal asset classification system, consistent with Federal banking regulations, as a part of its credit monitoring system. Management currently classifies problem and potential problem assets as “special mention”, “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the three aforementioned categories but possess weaknesses are required to be designated “special mention.”

The following tables present the classes of the loan portfolio in which a formal risk weighting system is utilized summarized by the aggregate “Pass” and the criticized category of “special mention”, and the classified categories of

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“substandard”, “doubtful” and “loss” within the Company’s risk rating system as applied to the loan portfolio. The Company had no loans classified as “doubtful” or “loss” at either of the dates presented.


	June 30, 2020										March 31, 2021
			Special						Total				Special
	Pass		Mention		Substandard		Doubtful		Loans		Pass		Mention		Substandard		Doubtful		Total

	(Dollars in Thousands)										(Dollars in Thousands)
One-to-four residential	$	225,007	$	1,431	$	3,528	$	—	$	229,966	$	205,653	$	1,441	$	3,475	$	—	$	210,569
Multi-family residential		32,865		—		—		—		32,865		52,657		—		—		—		52,657
Commercial real estate		137,727		1,092		1,417		—		140,236		138,307		9,750		1,328		—		149,385
Construction and land development		258,335		—		8,650		—		266,985		256,368		—		8,250		—		264,618
Loans to financial institutions		6,000		—		—		—		6,000
Commercial business		16,686		—		—		—		16,686		41,882		—		—		—		41,882
Total	$	676,620	$	2,523	$	13,595	$	—	$	692,738	$	694,867	$	11,191	$	13,053	$	—	$	719,111


	September 30, 2019										September 30, 2020
			Special							Total			Special
	Pass		Mention		Substandard		Doubtful		Loans		Pass		Mention		Substandard		Doubtful		Total

	(Dollars in Thousands)										(Dollars in Thousands)
One-to-four residential	$	262,164	$	1,789	$	4,827	$	—	$	268,780	$	229,361	$	1,416	$	3,095	$	0	$	233,872
Multi-family residential		30,582		—		—		—		30,582		31,100		0		0		0		31,100
Commercial real estate		122,838		3,718		1,965		—		128,521		128,527		9,999		1,417		0		139,943
Construction and land development		244,618		—		8,750		—		253,368		252,123		0		8,525		0		260,648
Loans to financial institutions		6,000		—		—		—		6,000		6,000		0		0		0		6,000
Commercial business		19,630		—		—		—		19,630		12,916		0		0		0		12,916
Total	$	685,832	$	5,507	$	15,542	$	—	$	706,881	$	660,027	$	11,415	$	13,037	$	0	$	684,479

The Company evaluates the classification of one-to-four family residential, leases and consumer loans primarily on a pooled basis. If the Company becomes aware that adverse or distressed conditions exist that may affect a particular loan, the loan is downgraded following the above definitions of special mention, substandard, doubtful and loss.

The following tables represent loans in which a formal risk rating system is not utilized, but loans are segregated between performing and non-performing based primarily on delinquency status. Non-performing loans that would be included in the table are those loans greater than 90 days past due as to principal and/or interest that do not have a designated risk rating.


	June 30, 2020						March 31, 2021
			Non-		Total				Non-
	Performing		Performing		Loans		Performing		Performing		Total

	(Dollars in Thousands)						(Dollars in Thousands)
One-to-four family residential	$	226,858	$	3,108	$	229,966
Leases		243		—		243	$	117	$	0	$	117
Consumer		637		49		686		515		0		515
Total	$	227,738	$	3,157	$	230,895	$	632	$	0	$	632


	September 30, 2019						September 30, 2020
			Non-		Total				Non-
	Performing		Performing		Loans		Performing		Performing		Total

	(Dollars in Thousands)						(Dollars in Thousands)
One-to-four family residential	$	265,068	$	3,712	$	268,780
Leases		518		—		518	$	176	$	—	$	176
Consumer		834		—		834		604		—		604
Total	$	266,420	$	3,712	$	270,132	$	780	$	—	$	780

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is due or overdue, as the case may be. The following

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tables present the loan categories of the loan portfolio summarized by the aging categories of performing loans, delinquent loans and nonaccrual loans:


	June 30, 2020														March 31, 2021
													90 Days+														90 Days+
			30‑89 Days		90 Days +		Total		Total		Non-		Past Due				30‑89 Days		90 Days +		Total		Total		Non-		Past Due
	Current		Past Due		Past Due		Past Due		Loans		Accrual		and Accruing		Current		Past Due		Past Due		Past Due		Loans		Accrual		and Accruing

	(Dollars in Thousands)														(Dollars in Thousands)
One-to-four family residential	$	226,616	$	644	$	2,706	$	3,350	$	229,966	$	3,108	$	—	$	206,656	$	671	$	3,242	$	3,913	$	210,569	$	3,475	$	0
Multi-family residential		32,865		—		—		—		32,865		—		—		52,657		0		0		0		52,657		0		0
Commercial real estate		137,163		1,656		1,417		3,073		140,236		1,417		—		145,673		2,384		1,328		3,712		149,385		1,328		0
Construction and land development		258,335		—		8,650		8,650		266,985		8,650		—		256,368		0		8,250		8,250		264,618		8,250		0
Commercial business		16,686		—		—		—		16,686		—		—		41,882		0		0		0		41,882		0		0
Loans to financial institutions		6,000		—		—		—		6,000		—		—
Leases		243		—		—		—		243		—				117		0		0		0		117		0
Consumer		637		—		49		49		686		49		—		458		57		0		57		515		0		0
Total Loans	$	678,545	$	2,300	$	12,822	$	15,122	$	693,667	$	13,224	$	—	$	703,811	$	3,112	$	12,820	$	15,932	$	719,743	$	13,053	$	0


	September 30, 2019														September 30, 2020
													90 Days+														90 Days+
			30‑89 Days		90 Days +		Total		Total		Non-		Past Due				30‑89 Days		90 Days +		Total		Total		Non-		Past Due
	Current		Past Due		Past Due		Past Due		Loans		Accrual		and Accruing		Current		Past Due		Past Due		Past Due		Loans		Accrual		and Accruing

	(Dollars in Thousands)														(Dollars in Thousands)
One-to-four family residential	$	264,784	$	750	$	3,246	$	3,996	$	268,780	$	3,712	$	—	$	231,196	$	523	$	2,153	$	2,676	$	233,872	$	3,095	$	0
Multi-family residential		30,582		—		—		—		30,582		—		—		31,100		0		0		0		31,100		0		0
Commercial real estate		127,104		—		1,417		1,417		128,521		1,473		—		136,225		2,301		1,417		3,718		139,943		1,417		0
Construction and land development		244,618		—		8,750		8,750		253,368		8,750		—		252,123		0		8,525		8,525		260,648		8,525		0
Commercial business		19,630		—		—		—		19,630		—		—		12,916		0		0		0		12,916		0		0
Loans to financial institutions		6,000		—		—		—		6,000		—		—		6,000		0		0		0		6,000		0		0
Leases		518		—		—		—		518		—				176		0		0		0		176		0
Consumer		739		95		—		95		834		—		—		604		0		0		0		604		0		0
Total Loans	$	693,975	$	845	$	13,413	$	14,258	$	708,233	$	13,935	$	—	$	670,340	$	2,824	$	12,095	$	14,919	$	685,259	$	13,037	$	0

The allowance for loan losses is established through a provision for loan losses charged to expense. The Company maintains the allowance at a level believed to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate at each reporting date. Management reviews the allowance for loan losses no less than quarterly in order to identify these inherent losses and to assess the overall collection probability for the loan portfolio in view of these inherent losses. For each primary type of loan, a loss factor is established reflecting an estimate of the known and inherent losses in such loan type contained in the portfolio using both a quantitative analysis as well as consideration of qualitative factors. The evaluation process includes, among other things, an analysis of delinquency trends, non-performing loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of the Company’s loans, the value of collateral securing the loans, the borrowers’ ability to repay and repayment performance, the number of loans requiring heightened management oversight, local economic conditions and industry experience. For the three months ended ~~June 30, 2020~~March 31, 2021 the analysis took into account the pandemic and its effects on the Company's business, especially with respect to commercial real estate, commercial business and construction and land development loans.

Commercial real estate loans entail significant additional credit risks compared to owner-occupied one-to-four family residential mortgage loans, as they generally involve large loan balances concentrated with a single borrower or groups of related borrowers. In addition, the payment experience on loans secured by income-producing properties typically depends on the successful operation of the related real estate project and/or business operation of the borrower who is, in some cases, also the primary occupant, and thus may be subject to a greater extent to the effects of adverse conditions in the real estate market and in the economy in general. Commercial business loans typically involve a higher risk of default than residential loans of like duration since their repayment is generally dependent on the successful operation of the borrower’s business and the sufficiency of collateral, if any. Land acquisition, development

2321

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~~successful operation of the borrower’s business and the sufficiency of collateral, if any. Land acquisition, development~~ and construction lending exposes the Company to greater credit risk than permanent mortgage financing. The repayment of land acquisition, development and construction loans depends upon the sale of the property to third parties and/or the availability of permanent financing upon completion of all improvements. These events may adversely affect the sale of the properties, potentially reducing both the borrowers’ ability to make required payments as well as reducing the value of the collateral property. Such lending is additionally subject to the risk that if the estimate of construction cost proves to be inaccurate, the Company potentially will be compelled to advance additional funds to allow completion of the project. In addition, if the estimate of value proves to be inaccurate, the Company may be confronted with a project, when completed, having less value than the loan amount. If the Company is forced to foreclose on a construction project prior to completion, there is no assurance that the Company would be able to recover the entire unpaid portion of the loan.

The following tables summarize the primary segments of the allowance for loan losses. Activity in the allowance is presented for both the ~~both~~ three and ~~nine~~six month periods ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:


	Three Months Ended June 30, 2020																				Three Months Ended March 31, 2021
	One- to		Multi-				Construction				Loans to										One- to		Multi-				Construction				Loans to
	four-family		family		Commercial		and land		Commercial		financial										four-family		family		Commercial		and land		Commercial		financial
	residential		residential		real estate		development		business		institutions		Leases		Consumer		Unallocated		Total		residential		residential		real estate		development		business		institutions		Leases		Consumer		Unallocated		Total

	(In Thousands)																				(In Thousands)
ALLL balance at March 31, 2020	$	1,301	$	295	$	1,365	$	2,090	$	257	$	70	$	4	$	3	$	576	$	5,961
ALLL balance at December 31, 2020																					$	2,011	$	457	$	1,935	$	2,828	$	319	$	—	$	3	$	6	$	759	$	8,318
Charge-offs		—		—		—		—		—		—		—		(22)		—		(22)		—		—		—		—		—		—		—		—		—		—
Recoveries		1		—		—		—		—		—		—		—		—		1		—		—		—		—		—		—		—		35		—		35
Provision		74		107		282		250		(50)		4		(1)		22		62		750		(428)		263		34		(118)		261		—		—		(36)		24		—
ALLL balance at June 30, 2020	$	1,376	$	402	$	1,647	$	2,340	$	207	$	74	$	3	$	3	$	638	$	6,690
ALLL balance at March 31, 2021																					$	1,583	$	720	$	1,969	$	2,710	$	580	$	—	$	3	$	5	$	783	$	8,353


	Nine Months Ended June 30, 2020																				Six Months Ended March 31, 2021
	One- to		Multi-				Construction				Loans to										One- to		Multi-				Construction				Loans to
	four-family		family		Commercial		and land		Commercial		financial										four-family		family		Commercial		and land		Commercial		financial
	residential		residential		real estate		development		business		institutions		Leases		Consumer		Unallocated		Total		residential		residential		real estate		development		business		institutions		Leases		Consumer		Unallocated		Total

	(In Thousands)																				(In Thousands)
ALLL balance at September 30, 2019	$	1,002	$	315	$	1,257	$	2,034	$	206	$	63	$	5	$	13	$	498	$	5,393
ALLL balance at September 30, 2020																					$	1,877	$	460	$	1,989	$	2,888	$	194	$	89	$	3	$	6	$	797	$	8,303
Charge-offs		(3)		—		—		—		(15)		—		—		(77)		—		(95)		—		—		—		—		—		—		—		—		—		—
Recoveries		2		—		—		—		—		—		9		6		—		17		1		—		—		—		14		—		—		35		—		50
Provision		375		87		390		306		16		11		(11)		61		140		1,375		(295)		260		(20)		(178)		372		(89)		—		(36)		(14)		—
ALLL balance at June 30, 2020	$	1,376	$	402	$	1,647	$	2,340	$	207	$	74	$	3	$	3	$	638	$	6,690
ALLL balance at March 31, 2021																					$	1,583	$	720	$	1,969	$	2,710	$	580	$	—	$	3	$	5	$	783	$	8,353


	Three Months Ended June 30, 2019																				Three Months Ended March 31, 2020
	One- to		Multi-				Construction				Loans to										One- to		Multi-				Construction				Loans to
	four-family		family		Commercial		and land		Commercial		financial										four-family		family		Commercial		and land		Commercial		financial
	residential		residential		real estate		development		business		institutions		Leases		Consumer		Unallocated		Total		residential		residential		real estate		development		business		institutions		Leases		Consumer		Unallocated		Total

	(In Thousands)																				(In Thousands)
ALLL balance at March 31, 2019	$	1,314	$	385	$	1,342	$	1,370	$	235	$	68	$	13	$	20	$	480	$	5,227
ALLL balance at December 31, 2019																					$	999	$	255	$	1,281	$	2,205	$	201	$	63	$	4	$	12	$	508	$	5,528
Charge-offs		-		-		-		-		-		—		—		—		—		—		(3)		-		-		-		(15)		—		—		(56)		—		(74)
Recoveries		103		-		-		-		-		—		—		—		—		103		1		-		-		-		-		—		—		6		—		7
Provision		(387)		(65)		(56)		537		(28)		(5)		(4)		(14)		22		—		304		40		84		-115		71		7		—		41		68		500
ALLL balance at June 30, 2019	$	1,030	$	320	$	1,286	$	1,907	$	207	$	63	$	9	$	6	$	502	$	5,330

ALLL balance at March 31, 2020																					$	1,301	$	295	$	1,365	$	2,090	$	257	$	70	$	4	$	3	$	576	$	5,961


	Six Months Ended March 31, 2020
	One- to		Multi-				Construction				Loans to
	four-family		family		Commercial		and land		Commercial		financial
	residential		residential		real estate		development		business		institutions		Leases		Consumer		Unallocated		Total

	(In Thousands)
ALLL balance at September 30, 2019	$	1,002	$	315	$	1,257	$	2,034	$	206	$	63	$	5	$	13	$	498	$	5,393
Charge-offs		(3)		—		—		—		(15)		—		—		(56)		—		(74)
Recoveries		1		—		—		—		—		—		10		6		—		17
Provision		301		(20)		108		56		66		7		(11)		40		78		625
ALLL balance at March 31, 2020	$	1,301	$	295	$	1,365	$	2,090	$	257	$	70	$	4	$	3	$	576	$	5,961

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Nine Months Ended June 30, 2019


One- to

Multi-



Construction



Loans to








four-family

family

Commercial

and land

Commercial

financial

residential

residential

real estate

development

business

institutions

Leases

Consumer

Unallocated

Total

(In Thousands)

ALLL balance at September 30, 2018

$
1,343

$
347

$
1,154

$
1,554

$
187

$
64

$
18

$
18

$
482

$
5,167
Charge-offs

—

—

—

—

—

—

—

—

—

—
Recoveries

163

—

—

—

—

—

—

—

—

163
Provision

(476)

(27)

132

353

20

(1)

(9)

(12)

20

—
ALLL balance at June 30, 2019

$
1,030

$
320

$
1,286

$
1,907

$
207

$
63

$
9

$
6

$
502

$
5,330

The Company recorded ~~a provision for loan losses of $750,000 and $1.4 million for the three and nine months period ended June 30, 2020, respectively, compared to~~ 0 provision for loan losses for the ~~comparable~~ three and ~~nine months~~six month periods ended March 31, 2021, compared to a provision of $500,000 and $625,000 for loan losses for the three and six month periods in fiscal 2019. The provision expense incurred during the 2020 periods was primarily as a precaution due to the uncertainty associated with the economic effects of COVID-19 and the potential credit deterioration caused thereby. Although minimal delinquencies had occurred as of June 30, 2020 due to the effects of the COVID-19 pandemic, deferments were granted during the three months ended June 30, 2020 with respect to commercial real estate and residential real estate loans aggregating $132.6 million and $ 17.1 million respectively. These deferments are not anticipated to be troubled debt restructurings (“TDRs“) as all the borrowers requesting deferments were current as of December 31, 2019 and the request for the deferments were related to the current economic conditions caused by COVID-19, not underlying weaknesses within the respective loans. Notwithstanding the foregoing, the Company believes there is a material risk that credit losses and non-performing assets may increase due to current economic conditions.2020. During the quarter ended June 30, 2020, the Company recorded $22,000 in charge offs and recoveries of $1,000. During the nine months ended June 30, 2020, the Company recorded charge offs of $95,000 and recoveries of $17,000. During the quarter ended June 30, 2019,March 31, 2021, the Company recorded 0 charge offs and recoveries of ~~$103,000.~~$35,000. During the ~~nine~~six months ended ~~June 30, 2019,~~March 31, 2021, the Company recorded 0 charge offs and recoveries of ~~$163,000~~$50,000. During the quarter ended March 31, 2020, the Company recorded $74,000 in charge offs and recoveries of $7,000. During the six months ended March 31, 2020, the Company recorded charge offs of $74,000 and recoveries of $17,000.

At ~~June 30, 2020,~~March 31, 2021, the Company had 4 loans aggregating ~~$5.3~~$4.9 million that were classified as TDRs. NaN of the TDRs, totaling ~~$4.9~~$4.5 million, which are ~~classified as~~on non-accrual, are a part of a troubled lending relationship totaling ~~$10.5~~$10.1 million. The remaining TDR is also on non-accrual and consists of a ~~$420,000~~$399,000 loan secured by a single-family property; the loan is performing in accordance with the restructured terms.

The Company did 0t restructure any loans, as a TDR, during the three and ~~nine~~six months ended ~~June 30, 2020,~~March 31, 2021, or during the three and ~~nine~~six months ending ~~June 30, 2019.~~March 31, 2020.

NaN TDRs defaulted during the three and ~~nine-month~~six month periods ending ~~June 30, 2020~~March 31, 2021 or ~~2019.~~2020.

6. DEPOSITS

Deposits consist of the following major classifications:


	June 30,				September 30,				March 31,				September 30,
	2020				2019				2021				2020
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent

	(Dollars in Thousands)								(Dollars in Thousands)
Non-interest-bearing checking accounts	$	28,174	3.9	%	$	16,949	2.2	%	$	32,253	4.1	%	$	30,002	3.9	%
Interest-bearing checking accounts		67,033	9.2	%		58,647	7.9	%		112,752	14.2	%		135,797	17.6	%
Money market deposit accounts		210,447	28.9	%		75,766	10.2	%		116,882	14.7	%		111,105	14.4	%
Passbook, club and statement savings		83,207	11.5	%		80,899	10.9	%		229,936	29.0	%		224,435	29.1	%
Certificates maturing in six months or less		173,387	23.8	%		294,343	39.5	%		162,045	20.4	%		125,165	16.2	%
Certificates maturing in more than six months		164,901	22.7	%		218,840	29.3	%		139,877	17.6	%		144,445	18.8	%

Total	$	727,149	100.0	%	$	745,444	100.0	%	$	793,745	100.0	%	$	770,949	100.0	%

Certificates in the amount of $250,000 and over totaled ~~$104.3~~$99.7 million as of ~~June 30, 2020~~March 31, 2021 and ~~$182.8~~$76.6 million as of September 30, ~~2019.~~2020.

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7. ADVANCES FROM FEDERAL HOME LOAN BANK – SHORT TERM

As of ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019~~2020 outstanding balances and related information ofregarding short-term borrowings from the FHLB are summarized as follows:


	June 30,			September 30,			March 31,			September 30,
(Dollar Amounts in Thousands)	2020			2019			2021			2020
Balance at period-end	$	25,000		$	90,000
Balance at year-end							$	—		$	25,000
Weight-average rate at period-end		0.48	%		2.32	%		—	%		0.39	%

As ~~of June~~September 30, 2020, the $25.0 million of borrowings consisted of 1 90-day FHLB advance associated with an interest rate swap contract.

~~As of September 30, 2019, the $90.0 million of borrowings consisted of 7 30-day FHLB advances associated with interest rate swap contracts.~~

The Bank maintains borrowing facilities with the FHLB of Pittsburgh, Atlantic Community Bankers Bank (“ACBB”) and the Federal Reserve Bank of Philadelphia, the terms and interest rates of which are subject to change on the date of execution of borrowings. Available borrowings are based on collateral with the facility. The Bank also maintains unsecured borrowing facilities with ACBB and PNC for $12.5 million and $10.0 million, respectively. There were 0 draws on either facility as of ~~June 30, 2020.~~March 31, 2021.

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8. ADVANCES FROM FEDERAL HOME LOAN BANK – LONG TERM

Pursuant to collateral agreements with the FHLB of Pittsburgh, advances are secured by a blanket collateral of loans held by the ~~Company~~Bank and qualifying fixed-income securities and FHLB stock. The long-term advances outstanding as of ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019~~2020 are as follows:


Lomg-term FHLB advances:	Maturity range		Weighted average			Stated interest rate range				June 30,		September 30,		Maturity range		Weighted average			Stated interest rate range				March 31,		September 30,
Description	from	to	interest rate			from		to		2020		2019		from	to	interest rate			from		to		2021		2020

										(Dollars in Thousands)													(Dollars in Thousands)
Fixed Rate - Amortizing	1‑Oct‑19	30‑Sep‑20		1.53	%	1.53	%	1.53	%	$	—	$	236
Fixed Rate - Amortizing	1‑Oct‑20	30‑Sep‑21		2.73	%	1.94	%	2.83	%		7,495		14,354	1‑Oct‑20	30‑Sep‑21		2.80	%	2.72	%	2.83	%	$	1,074	$	5,179
Fixed Rate - Amortizing	1‑Oct‑21	30‑Sep‑22		2.83	%	1.99	%	3.05	%		6,333		8,729	1‑Oct‑21	30‑Sep‑22		2.88	%	1.99	%	3.05	%		3,886		5,523
Fixed Rate - Amortizing	1‑Oct‑22	30‑Sep‑23		2.89	%	1.94	%	3.11	%		5,686		6,931	1‑Oct‑22	30‑Sep‑23		2.89	%	1.94	%	3.11	%		4,414		5,265
Total				2.81	%					$	19,514	$	30,250				2.87	%						9,374		15,967

Fixed Rate - Advances	1‑Oct‑19	30‑Sep‑20		2.87	%	1.38	%	3.06	%	$	2,252	$	12,304	1‑Oct‑20	30‑Sep‑21		2.30	%	1.42	%	2.35	%		15,996		17,996
Fixed Rate - Advances	1‑Oct‑20	30‑Sep‑21		2.37	%	1.42	%	2.92	%		18,002		18,017	1‑Oct‑21	30‑Sep‑22		2.31	%	1.94	%	3.23	%		63,272		63,293
Fixed Rate - Advances	1‑Oct‑21	30‑Sep‑22		2.31	%	1.94	%	3.23	%		63,304		63,336	1‑Oct‑22	30‑Sep‑23		2.52	%	2.00	%	3.22	%		94,999		94,999
Fixed Rate - Advances	1‑Oct‑22	30‑Sep‑23		2.52	%	2.00	%	3.15	%		94,999		94,999	1‑Oct‑23	30‑Sep‑24		2.88	%	2.38	%	3.20	%		67,998		67,998
Fixed Rate - Advances	1‑Oct‑23	30‑Sep‑24		2.88	%	2.38	%	3.20	%		67,998		67,998
Total				2.56	%					$	246,555	$	256,654				2.55	%						242,265		244,286

				2.58	%			Total		$	266,069	$	286,904				2.57	%			Total		$	251,639	$	260,253

9. ~~DERIVATIVES~~INTEREST RATE SWAPS

The ~~Company~~Bank has contracted with a third party to participate in interest rate swap contracts. ~~One of the swaps is a cash flow hedge associated with FHLB advances at both June 30, 2020 and September 30, 2019, while there are eleven additional~~There were 13 cash flow hedges tied to wholesale funding at both ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019.~~2020. These interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the ~~Company~~Bank making fixed-rate payments. During the quarter ended ~~June 30,~~March 31, 2021, $3,000 of income was recognized as ineffectiveness through earnings, while $4,000 of expense was recognized as ineffectiveness through earnings during the comparable period in fiscal 2020. During the six months ended March 31, 2020, ~~$1,000~~$5,000 of expense was recognized as ineffectiveness through earnings, while $3,000 of expense was recognized as ineffectiveness through earnings during the comparable period in ~~fiscal 2019. During~~2020. There were 9 interest rate swaps designated as fair value hedges involving the ~~nine months ended June~~receipt of variable-rate payments from a counterparty in exchange for the Bank making fixed-rate payments over the life of the agreements that were applicable to 3 loans and 7 investment securities as of both March 31, 2021 and September 30, ~~2020, $4,000~~2020. There was $26.3 million on deposit with the counterparty as collateral for the hedges at March 31, 2021. The fair value is recorded in the other liabilities section of ~~expense was recognized~~the consolidated statements of financial condition.

Below is a summary of the interest rate swap agreements and their terms as ~~ineffectiveness through earnings, while $5,000~~ of ~~expense was recognized as ineffectiveness through earnings during~~March 31, 2021.


2021
Hedged	Notional		Pay Rate				Receive	Maturity Date		Unrealized
Item	Amount		from		to		Rate	from	to	Loss
(Dollars in Thousands)
State and political subdivisions	$	21,570	3.06	%	3.07	%	3 Mth Libor	1-Feb-27	1-May-28	$	(2,316)
Commercial loans		23,656	4.10	%	5.74	%	1 Mth Libor +225 to 276 bp	13-Jun-25	1-Aug-26		0
30 day wholesale funding		90,000	1.36	%	2.70	%	1 Mth Libor	15-Feb-24	12-Jun-26		(4,099)
90 day wholesale funding		135,000	2.51	%	2.78	%	3 Mth Libor	11-Jan-24	27-Mar-24		(8,466)

										$	(14,881)

2624

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the comparable period in 2019. There were nine interest rate swaps designated as fair value hedges involving the receipt of variable-rate payments from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements that were applicable to three loans and seven investment securities as of both June 30, 2020 and September 30, 2019. The fair value is recorded in the other liabilities section of the statement of financial condition.

~~Below is a summary of the interest rate swap agreements and their terms as of June 30, 2020.~~

2020
Hedged

Notional

Pay Rate

Receive

Maturity Date

Unrealized
Item

Amount

from

to

Rate

from

to

Loss
(Dollars in thousands)
FHLB advance

$
10,000

2.70
%
2.70
%
1 Mth Libor

10-Apr-25

10-Apr-25

$
(1,207)
State and political subdivisions

21,570

3.06
%
3.07
%
3 Mth Libor

1-Feb-27

1-May-28

(4,000)
Commercial loans

23,656

4.10
%
5.74
%
1 Mth Libor +225 to 276 bp

13-Jun-25

1-Aug-26

(2,709)
30 day wholesale funding

80,000

1.36
%
2.51
%
1 Mth Libor

15-Feb-24

12-Jun-26

(5,334)
90 day wholesale funding

135,000

2.51
%
2.78
%
3 Mth Libor

11-Jan-24

27-Mar-24

(11,813)











$
(25,063)

Below is a summary of the interest rate swap agreements and their terms as of September 30, ~~2019.~~2020.


2019
2021												2021
Hedged	Notional		Pay Rate				Receive	Maturity Date		Unrealized			Notional		Pay Rate				Receive	Maturity Date		Unrealized
Item	Amount		from		to		Rate	from	to	Loss			Amount		from		to		Rate	from	to	Loss
(Dollars in thousands)
FHLB advance	$	10,000	2.70	%	2.70	%	1 Mth Libor	10-Apr-25	10-Apr-25	$	(719)
(Dollars in Thousands)												(Dollars in Thousands)
State and political subdivisions		21,570	3.06	%	3.07	%	3 Mth Libor	1-Feb-27	1-May-28		(2,502)		$	21,570	3.06	%	3.07	%	3 Mth Libor	1-Feb-27	1-May-28	$	(3,834)
Commercial loans		17,229	4.10	%	5.74	%	1 Mth Libor +250 to 276 bp	13-Jun-25	1-Aug-26		—			23,656	4.10	%	5.74	%	1 Mth Libor +225 to 276 bp	13-Jun-25	1-Aug-26		0
30 day wholesale funding		65,000	1.94	%	2.51	%	1 Mth Libor	15-Feb-24	12-Jun-26		(1,415)			90,000	1.36	%	2.70	%	1 Mth Libor	15-Feb-24	12-Jun-26		(6,157)
90 day wholesale funding		135,000	2.51	%	2.78	%	3 Mth Libor	11-Jan-24	27-Mar-24		(6,605)			135,000	2.51	%	2.78	%	3 Mth Libor	11-Jan-24	27-Mar-24		(10,969)

										$	(11,241)											$	(20,960)

All interest swaps are carried at fair value in accordance with FASB ASC 815 “Derivatives and Hedging.”

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10. INCOME TAXES

Items that gave rise to significant portions of deferred income taxes are as follows:


	June 30,		September 30,		March 31,		September 30,
	2020		2019		2021		2020

	(Dollars in Thousands)				(Dollars in Thousands)
Deferred tax assets:
Allowance for loan losses	$	1,736	$	1,488	$	2,074	$	2,071
Nonaccrual interest		565		487		625		561
Accrued vacation		7		7		16		16
Capital loss carryforward		—		121		4		4
Split dollar life insurance		9		9		9		9
Post-retirement benefits		73		76		70		72
Realized loss on equity securities		8		—		—		3
Unrealized losses on interest rate swaps		3,854		1,836		2,637		3,596
Deferred compensation		788		809		756		781
Goodwill		61		69		52		58
Lease liability						276		0
Other		61		64		104		48
Employee benefit plans		307		216		214		187
Total deferred tax assets		7,469		5,182		6,837		7,406
Valuation allowance		—		(121)		(4)		(4)
Total deferred tax assets, net of valuation allowance		7,469		5,061		6,833		7,402

Deferred tax liabilities:
Property		134		141		173		137
Right of Use						251		0
Realized gain on equity securities		—		19		9		0
Unrealized gains on available for sale securities		2,797		2,153		2,227		2,813
Purchase accounting adjustments		299		215		359		321
Deferred loan fees		112		175		401		229
Total deferred tax liabilities		3,342		2,703		3,420		3,500
Net deferred tax assets	$	4,127	$	2,358	$	3,413	$	3,902

The Company establishes a valuation allowance for deferred tax assets when management believes that the use of the deferred tax assets is not likely to be fully realized through future reversals of existing taxable temporary differences and/or, to a lesser extent, future taxable income. The tax deduction generated by the redemption of the shares of a mutual fund held by the Bank and the subsequent impairment charge on the assets acquired through the redemption in kind are considered capital losses and can only be utilized to the extent of capital gains recognized over a five year

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period, resulting in the establishment of a valuation allowance for the carryforward period. ~~There was 0~~The valuation allowance totaled $4,000 at ~~June 30, 2020~~both March 31, 2021 and ~~a valuation allowance of $121,000 at~~ September 30, ~~2019.~~2020.

There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the ~~Consolidated Statements~~consolidated statements of ~~Operations~~operations as a component of income tax expense. The Company’s federal and state income tax returns for taxable years through September 30, 2016 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue.

11. STOCK COMPENSATION PLANS

The Company maintains the 2008 Recognition and Retention Plan (“RRP”) which is administered by a committee of the Board of Directors of the Company. The RRP provides for the grant of shares of common stock of the Company to officers, employees and directors of the Company. In order to fund the grant of shares under the RRP, the RRP purchased 213,528 shares (on a converted basis) of the Company’s common stock in the open market for an aggregating cost of approximately $2.5 million, at an average purchase price per share of $11.49. The Company made

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sufficient contributions to the RRP to fund these purchases. During February 2015, shareholders approved the 2014 Stock Incentive Plan (the “2014 SIP”). As part of the 2014 SIP, a maximum of 285,655 shares of common stock can be awarded as restricted stock awards or units, of which 233,500 shares were awarded during February 2015. In August 2016, the Company granted 7,473 awards covering shares under the RRP and 3,027 shares under the 2014 SIP. In March 2017, the Company granted awards covering 17,128 shares under the 2014 SIP. In March 2018, the Company granted awards covering ~~924~~8,209 shares under the RRP and ~~25,576~~18,291 shares under the 2014 SIP. Shares subject to awards under either plan generally vest at the rate of 20% per year over five years. No further grants may be made pursuant to the RRP in accordance with its terms.

Compensation expense related to the shares subject to restricted stock awards granted is recognized ratably over the five-year vesting period in an amount which totals the grant date fair value multiplied by the number of shares subject to the grant. During the three and ~~nine~~six months ended ~~June 30, 2020,~~March 31, 2021, an aggregate of ~~$47,000~~$41,000 and ~~$303,000,~~$84,000, respectively, was recognized in compensation expense for the grants pursuant to the RRP and the ~~grants pursuant to the~~ 2014 SIP. During the three and ~~nine~~six months ended ~~June 30, 2019, $157,000~~March 31, 2020, $120,000 and ~~$464,000,~~$256,000, respectively, was recognized in compensation expense for the grants pursuant to the RRP and the ~~grants pursuant to the~~ 2014 SIP. At ~~June 30, 2020,~~March 31, 2021, approximately ~~$396,000~~$239,000 in additional compensation expense for unvested shares awarded related to the RRP and 2014 SIP remained unrecognized.

A summary of the Company’s non-vested stock award activity for the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 is presented in the following ~~tables:~~table:


	Nine Months Ended			Six Months Ended
	June 30, 2020			March 31, 2021
	Number of	Weighted Average		Number of	Weighted Average
	Shares	Grant Date Fair Value		Shares	Grant Date Fair Value
Non-vested stock awards at October 1, 2019	68,980	$	15.05
Non-vested stock awards at October 1, 2020				23,056	$	17.78
Granted	—		—	0		0
Forfeited	—		—	0		0
Vested	(42,024)		13.44	(8,128)		18.03
Non-vested stock awards at June 30, 2020	26,956	$	17.56
Non-vested stock awards at March 31, 2021				14,928	$	17.66

The Company maintains the 2008 Stock Option Plan (the “Option Plan”) which authorizes the grant of stock options to officers, employees and directors of the Company to acquire shares of common stock with an exercise price at least equal to the fair market value of the common stock on the grant date. Options generally become vested and exercisable at the rate of 20% per year over five years and are generally exercisable for a period of ten years after the grant date. A total of 533,808 shares (on a converted basis) of common stock were approved for future issuance pursuant to the Option Plan. As of September 30, 2018, all of the options had been awarded under the Option Plan. The 2014 SIP reserved up to 714,145 shares for issuance pursuant to options. Options to purchase 605,000 shares were awarded during February 2015 pursuant to the 2014 SIP. During August 2016, the Company granted options covering 18,866

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shares under the Option Plan and 8,634 shares under the 2014 SIP. In March 2017, the Company granted options covering 22,828 shares under the 2014 SIP. In May 2017, the Company granted options covering 25,000 shares under the 2014 SIP and 283 shares under the Option Plan. In March 2018, the Company granted options covering 159,265 shares under the 2014 SIP and 18,235 shares under the Option Plan. In July 2019, the Company granted options covering 39,702 shares under the 2014 SIP. In September 2020, the Company granted 12,500 shares under the 2014 SIP. No further grants ~~can~~may be made ~~under~~pursuant to the Option ~~Plan in accordance with its terms and no further shares are available for grant under the 2014 SIP unless options are forfeited.~~Plan.

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A summary of the status of the Company’s stock options under the Option Plan and the 2014 SIP as of ~~June 30, 2020~~March 31, 2021 is presented below:


	Nine Months Ended			Six Months Ended
	June 30, 2020			March 31, 2021
	Number of	Weighted Average		Number of	Weighted Average
	Shares	Exercise Price		Shares	Exercise Price
Options outstanding at October 1, 2019	793,034	$	13.86
Options outstanding at October 1, 2020				571,258	$	14.58
Granted	—		—	—		—
Exercised	(13,345)		10.09	(15,000)		12.23
Forfeited	—		—	(39,500)		18.42
Outstanding at June 30, 2020	779,689	$	13.93
Exercisable at the June 30, 2020	603,356	$	12.72
Outstanding at March 31, 2021				516,758	$	14.36
Exercisable at March 31, 2021				400,231	$	13.70

The weighted average remaining contractual term was approximately ~~5.5~~5.1 years for options outstanding as of ~~June 30, 2020.~~March 31, 2021.

The estimated fair value of options granted during fiscal 2009 was $2.98 per share, $2.92 for options granted during fiscal 2010, $3.34 for options granted during fiscal 2013, $4.67 for the options granted during fiscal 2014, $4.58 for options granted during fiscal 2015, $2.13 for options granted during fiscal 2016, $3.18 for options granted during fiscal 2017, $3.63 for options granted during fiscal 2018, ~~and~~ $3.38 for options granted in fiscal ~~2019.~~2019 and $2.31 for options granted in 2020. The fair value for grants made in fiscal 2017 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $17.43, term of seven years, volatility rate of 14.37%, interest rate of 2.22% and a yield rate of 0.69%. The fair value for grants made in fiscal 2018 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $18.46, term of seven years, volatility rate of 15.90%, interest rate of 2.82% and a yield rate of 1.08%. The fair value for grants made in fiscal 2019 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $18.16, term of seven years, volatility rate of 17.76%, interest rate of 1.87% and a yield rate of 1.10%. The fair value for grants made in fiscal 2020 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise and fair value of $10.00, term of seven years, volatility rate of 33.22%, interest rate of 0.41% and a yield rate of 2.80%.

During the three and ~~nine~~six months ended ~~June 30,~~March 31, 2021, $41,000 and $84,000, respectively, was recognized in compensation expense for options granted pursuant to the Option Plan and the 2014 SIP. During the three and six months ended March 31, 2020, ~~$48,000~~$117,000 and ~~$319,000,~~$270,000, respectively, was recognized in compensation expense for options granted pursuant to the Option Plan and the 2014 SIP.

At ~~June 30, 2020,~~March 31, 2021, there was approximately ~~$518,000~~$339,000 in additional compensation expense to be recognized for awarded options which remained outstanding and unvested at such date. The weighted average period over which this expense will be recognized is approximately ~~2.9~~2.4 years.

12. COMMITMENTS AND CONTINGENT LIABILITIES

At ~~June~~March 31, 2021, the Company had $55.0 million in outstanding commitments to originate loans with market interest rates ranging from 3.13% to 4.50%. At September 30, 2020, the Company had ~~$7.8~~$29.9 million in outstanding commitments to originate loans with market interest rates ranging from 3.25% to ~~5.00%. At September 30, 2019, the Company had $32.4 million in outstanding commitments to originate loans with market interest rates ranging from 1.99% to 6.50%~~4.75%. The aggregate undisbursed portion of loans-in-process amounted to ~~$101.1~~$89.9 million at ~~June 30, 2020~~March 31, 2021 and ~~$114.5~~$86.9 million at September 30, ~~2019.~~2020.

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The Company also had commitments under unused lines of credit of ~~$35.0~~$45.9 million as of ~~June 30, 2020~~March 31, 2021 and ~~$37.5~~$40.1 million as of September 30, ~~2019~~2020 and letters of credit outstanding of $1.1 million as of ~~June 30, 2020~~March 31, 2021 and ~~$1.5~~$1.1 million as of September 30, ~~2019.~~2020.

Among the Company’s contingent liabilities are exposures to limited recourse arrangements with respect to the Company’s sales of whole loans and participation interests. At ~~June 30, 2020,~~March 31, 2021, the exposure, which represents a portion of credit risk associated with the interests sold, amounted to ~~$1.2~~$1.0 million. This exposure is for the life of the related loans and payables, on our proportionate share, as actual losses are incurred.

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The Company is involved in various legal proceedings occurring in the ordinary course of business. Management of the Company, based on discussions with litigation counsel, believes that such proceedings will not have a material adverse effect on the financial condition, operations or cash flows of the Company. However, there can be no assurance that any of the outstanding legal proceedings to which the Company is a party will not be decided adversely to the Company’s interests and not have a material adverse effect on the financial condition and operations of the Company.

13. FAIR VALUE MEASUREMENT

The fair value estimates presented herein are based on pertinent information available to management as of ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019,~~2020, respectively. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Generally accepted accounting principles used in the United States establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value.

The three broad levels of hierarchy are as follows:

Level 1 Quoted prices in active markets for identical assets or liabilities.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities; Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

~~Those assets and liabilities as of June 30, 2020 which are measured at fair value on a recurring basis are as follows:~~

��

Category Used for Fair Value Measurement


Level 1

Level 2

Level 3

Total

(Dollars in Thousands)

Assets:








Securities available for sale:








U.S. Government and agency obligations

$
—

$
32,426

$
—

$
32,426
State and political subdivisions

—

68,491

—

68,491
Mortgage-backed securities - U.S. Government agencies

—

261,341

—

261,341
Corporate bonds

—

79,145

—

79,145
Equity security - FHLMC preferred stock

58

—

—

58
Total

$
58

$
441,403

$
—

$
441,461

Liabilities:

Interest rate swap contracts

$
—

$
25,063

$
—

$
25,063
Total

$
—

$
25,063

$
—

$
25,063

~~Table of Contents~~

~~Those assets and liabilities as of September 30, 2019 which are measured at fair value on a recurring basis are as follows:~~

Category Used for Fair Value Measurement


Level 1

Level 2

Level 3

Total

(Dollars in Thousands)

Assets:








Securities available for sale:








U.S. Government and agency obligations

$
—

$
24,865

$
—

$
24,865
State and political subdivisions

—

47,646

—

47,646
Mortgage-backed securities - U.S. Government agencies

—

370,772

—

370,772
Corporate bonds

—

69,539

—

69,539
Equity security - FHLMC preferred stock

95

—

—

95
Total

$
95

$
512,822

$
—

$
512,917

Liabilities:

Interest rate swap contracts

$
—

$
11,241

$
—

$
11,241
Total

$
—

$
11,241

$
—

$
11,241

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company measures impaired loans and other real estate owned at fair value on a non-recurring basis.

~~Impaired Loans~~

The Company considers loans to be impaired when it becomes more likely than not that the Company will be unable to collect all amounts due (principle and interest) in accordance with the contractual terms of the loan agreements. Collateral dependent impaired loans are based on the fair value of the collateral which is based on appraisals and would be categorized as Level 2 measurement. In some cases, adjustments are made to the appraised values for various factors including the age of the appraisal, age of the comparables included in the appraisal, and known changes in the market and in the collateral. These adjustments are based upon unobservable inputs, and therefore, the fair value measurement has been categorized as a Level 3 measurement. These loans are reviewed for impairment and written down to their net realizable value by charges against the allowance for loan losses. The collateral underlying these loans had a fair value of approximately $13.6 million as of June 30, 2020.

~~Other Real Estate Owned~~

Once an asset is determined to be uncollectible, the underlying collateral is generally repossessed and reclassified to foreclosed real estate and repossessed assets. These repossessed assets are carried at the lower of cost or fair value of the collateral, based on independent appraisals, less cost to sell and would be categorized as a Level 2 measurement. In some cases, adjustments are made to the appraised values for various factors including age of the appraisal, age of the comparable included in the appraisal, and known changes in the market and in the collateral. As a result, the evaluations are based upon unobservable inputs, and therefore, the fair value measurement has been categorized as a Level 3 measurement.

3228

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~~Summary~~Those assets and liabilities as of ~~Non-Recurring Fair Value Measurements~~March 31, 2021 which are measured at fair value on a recurring basis are as follows:

At June 30, 2020

(Dollars in Thousands)


Level 1

Level 2

Level 3

Total
Impaired loans

$
—

$
—

$
13,644

$
13,644
Other real estate owned

—

—

406

406
Total

$
—

$
—

$
14,050

$
14,050


	At September 30, 2019								Category Used for Fair Value Measurement
	(Dollars in Thousands)								Level 1		Level 2		Level 3		Total

	Level 1		Level 2		Level 3		Total		(Dollars in Thousands)
Impaired loans	$	—	$	—	$	15,542	$	15,542
Other real estate owned		—		—		348		348

Assets:
Securities available for sale:
U.S. Government and agency obligations									$	—	$	10,893	$	—	$	10,893
State and political subdivisions										—		79,351		—		79,351
Mortgage-backed securities - U.S. Government agencies										—		179,701		—		179,701
Corporate bonds										—		83,862		—		83,862
Equity securities										54		—		—		54
Total	$	—	$	—	$	15,890	$	15,890	$	54	$	353,807	$	—	$	353,861

Liabilities:
Interest rate swap contracts									$	—	$	14,881	$	—	$	14,881
Total									$	—	$	14,881	$	—	$	14,881

~~The following table provides information describing the valuation processes used to determine nonrecurring~~Those assets and liabilities as of September 30, 2020 which are measured at fair value ~~measurements categorized within Level 3 of the fair value hierarchy:~~on a recurring basis are as follows:


	At June 30, 2020					Category Used for Fair Value Measurement
	(Dollars in Thousands)					Level 1		Level 2		Level 3		Total

			Valuation		Range/	(Dollars in Thousands)
	Fair Value		Technique	Unobservable Input	Weighted Ave.
Impaired loans	$	13,644	Property appraisals (1) (3)	Management discount for selling costs, property type and market volatility (2)	6% to 9% discount / 7%
Other real estate owned	$	406	Property appraisals (1) (3)	Management discount for selling costs, property type and market volatility (2)	22% discount
Assets:
Securities available for sale:
U.S. Government and agency obligations						$	—	$	22,394	$	—	$	22,394
State and political subdivisions							—		79,621		—		79,621
Mortgage-backed securities - U.S. Government agencies							—		236,566		—		236,566
Corporate bonds							—		81,783		—		81,783
Equity securities							51		—		—		51
Total						$	51	$	420,364	$	—	$	420,415

Liabilities:
Interest rate swap contracts						$	—	$	20,960	$	—	$	20,960
Total						$	—	$	20,960	$	—	$	20,960

At September 30, 2019

(Dollars in Thousands)

Valuation

Range/


Fair Value

Technique

Unobservable Input

Weighted Ave.
Impaired loans

$
15,542

Property appraisals (1) (3)

Management discount for selling costs, property type and market volatility (2)

6% to 9% discount / 7%
Other real estate owned

$
348

Property appraisals (1) (3)

Management discount for selling costs, property type and market volatility (2)

22% discount

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~~(1)~~

~~Fair value is generally determined through independent appraisals of the underlying collateral, which generally includes various Level 3 inputs, which are not identifiable.~~

~~(2)~~

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

~~(3)~~

~~Includes qualitative adjustments by management and estimated liquidation expenses.~~

The fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the

~~Table of Contents~~

amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Fair Value Measurements at

Carrying

Fair

June 30, 2020


Amount

Value

(Level 1)

(Level 2)

(Level 3)

(Dollars in Thousands)

Assets:










Cash and cash equivalents

$
60,020

$
60,020

$
60,020

$
—

$
—
Certificates of deposit

2,351

2,351

2,351

—

—
Investment and mortgage-backed securities available for sale

441,403

441,403

—

441,403

—
Equity securities

58

58

58

—

—
Investment and mortgage-backed securities held to maturity

25,652

27,071

—

27,071

—
Loans held for sale

1,070

1,070

1,070

—

—
Loans receivable, net

583,291

587,337

—

—

587,337
Accrued interest receivable

5,134

5,134

5,134

—

—
Restricted bank stock

12,982

12,982

12,982

—

—
Bank owned life insurance

32,333

32,333

32,333

—

—

Liabilities:










Checking accounts

95,207

95,207

95,207

—

—
Money market deposit accounts

210,447

210,447

210,447

—

—
Passbook, club and statement savings accounts

83,207

83,207

83,207

—

—
Certificates of deposit

338,288

349,810

—

—

349,810
Advances from FHLB -short-term

25,000

25,000

25,000

—

—
Advances from FHLB -long-term

266,069

280,418

—

—

280,418
Accrued interest payable

3,014

3,014

3,014

—

—
Advances from borrowers for taxes and insurance

3,259

3,259

3,259

—

—
Interest rate swap contracts

25,063

25,063

—

25,063

—


					Fair Value Measurements at
	Carrying		Fair		March 31, 2021
	Amount		Value		(Level 1)		(Level 2)		(Level 3)

	(Dollars in Thousands)
Assets:
Investment and mortgage-backed securities held to maturity	$	22,270	$	23,460	$	0	$	23,460	$	0
Loans receivable, net		620,875		622,637		0		0		622,637

Liabilities:
Certificates of deposit		301,922		311,058		311,058		0		0
Advances from FHLB - long-term		251,639		261,171		261,171		0		0

~~Table of Contents~~

Fair Value Measurements at

Carrying

Fair

September 30, 2019


Amount

Value

(Level 1)

(Level 2)

(Level 3)

(Dollars in Thousands)

Assets:










Cash and cash equivalents

$
47,968

$
47,968

$
47,968

$
—

$
—
Certificates of deposit

2,351

2,351

2,351

—

—
Investment and mortgage-backed securities available for sale

512,822

512,822

—

512,822

—
Equity securities

95

95

95

Investment and mortgage-backed securities held to maturity

68,635

69,507

—

69,507

—
Loans receivable, net

585,456

585,476

—

—

585,476
Accrued interest receivable

4,549

4,549

4,549

—

—
Restricted bank stock

16,406

16,406

16,406

—

—
Bank owned life insurance

31,841

31,841

31,841

—

—

Liabilities:










Checking accounts

75,596

75,596

75,596

—

—
Money market deposit accounts

75,766

75,766

75,766

—

—
Passbook, club and statement savings accounts

80,899

80,899

80,899

—

—
Certificates of deposit

513,183

529,099

—

—

529,099
Accrued interest payable

4,328

4,328

4,328

—

—
Advances from FHLB -short-term

90,000

90,000

90,000

—
Advances from FHLB -long-term

286,904

293,839

—

—

293,839
Advances from borrowers for taxes and insurance

2,332

2,332

2,332

—

—
Interest rate swap contracts

11,241

11,241

—

11,241

—


					Fair Value Measurements at
	Carrying		Fair		September 30, 2020
	Amount		Value		(Level 1)		(Level 2)		(Level 3)

	(Dollars in Thousands)
Assets:
Investment and mortgage-backed securities held to maturity	$	22,860	$	24,330	$	0	$	24,330	$	0
Loans receivable, net		588,300		593,768						593,768

Liabilities:
Certificates of deposit		269,610		278,224		278,224		0		0
Advances from FHLB - long-term		260,253		274,172		274,172		0		0

14. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company’s goodwill and intangible assets are related to the acquisition of Polonia Bancorp, Inc. on January 1, 2017.


	Balance						Balance			Balance						Balance
	October 1,		Additions/				June 30,		Amortization	October 1,		Additions/				March 31,		Amortization
	2019		Adjustments		Amortization		2020		Period	2020		Adjustments		Amortization		2021		Period

					(Dollars in Thousands)									(Dollars in Thousands)
Goodwill	$	6,102	$	—	$	—	$	6,102		$	6,102	$	0	$	—	$	6,102
Core deposit intangible		448		—		(82)		366	10 years		340		0		(49)		291	10 years
	$	6,550	$	—	$	(82)	$	6,468		$	6,442	$	0	$	(49)	$	6,393

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As of ~~June 30, 2020,~~March 31, 2021, the current fiscal year and the future fiscal periods amortization expense for the core deposit intangible is:


(In Thousands)
(in Thousands)

2020	$	26
2021		93	$	44
2022		78		78
2023		64		64
2024		49		49
2025				34
Thereafter		56		22
	$	366	$	291

~~Table of Contents~~

15. LEASES

Operating leases in which the Company is the lessee are recorded as operating lease Right of Use ("ROU") assets and operating lease liabilities, included in other assets and other liabilities, respectively, on the consolidated statement of financial condition. The Company does not currently have any finance leases. Operating lease ROU assets represent the right to use an underlying asset during the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities ~~are~~were recognized ~~as of~~on October 1, 2019, the date of adoption of ~~ASU2016-02~~ASU 2016-02 based on the present value of the remaining lease payments using a discount rate that represents the Company's incremental borrowing rate at the date of initial application.

Operating lease expense, which is comprised of amortization of the ROU assets and the implicit interest accreted on the operating lease liability, is recognized on a straight line basis over the lease term of the operating lease, and is recorded in office occupancy expense in the consolidated statements of operations. The leases relate to Bank branches with remaining lease terms of generally five to nine years.

As of ~~June 30, 2020,~~March 31, 2021, operating lease ROU assets were ~~$1.3~~$1.2 million and operating lease liabilities were ~~$1.4~~$1.3 million. Operating lease costs of ~~$59,000~~$51,000 and ~~$178,000~~$102,000, respectively, were recognized for the three and ~~nine~~six month periods ended ~~June 30, 2020.~~March 31, 2021.

The following table summarizes other information related to our operating leases:


~~June 30, 2020~~March 31, 2021
Weighted-average remaining lease term - operating leases in years	~~6.50~~6.85
Weighted-average discount rate - operating leases	2.0	%

The following table presents aggregate lease maturities and obligations as of ~~June 30, 2020:~~March 31, 2021:


(Dollars in Thousands)

2020	$	52
2021		210	$	105
2022		213		213
2023		216		216
2024		220		220
2025				231
2025 and thereafter		647		423
Total lease payments		1,558		1,408
Less: interest		110		96
Present value of lease liabilities	$	1,448	$	1,312

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited consolidated financial statements included elsewhere in this Form 10-Q and with our Annual Report on Form 10-K for the year ended September 30, ~~2019~~2020 (the “Form 10-K”).

Overview. Prudential Bancorp, Inc. (the “Company”) was formed by Prudential Bancorp, Inc. of Pennsylvania to become the successor holding company for Prudential Bank (the “Bank”) (formerly known as Prudential Savings Bank) as a result of the second-step conversion of Prudential Mutual Holding Company completed in October 2013. The Company’s results of operations are primarily dependent on the results of the Bank, which is a wholly owned subsidiary of the Company. The Company’s results of operations depend to a large extent on net interest income, which primarily is the difference between the income earned on its loan and securities portfolios and the cost of funds, which is the interest paid on deposits and borrowings. Results of operations are also affected by our ~~provisions~~provision for loan losses, non-interest income (which includes impairment charges) and non-interest expense. Non-interest expense principally consists of salaries and employee benefits, office occupancy expense, depreciation, data processing expense, payroll taxes and other expenses. Our results of operations are also significantly affected by general economic and competitive conditions, especially changes resulting from the COVID-19 pandemic and the governmental actions taken to address it including shelter-in-place orders and required closing of non-essential businesses, as well as changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable laws, regulations or government policies may materially impact our financial condition and results of operations.

The Bank is subject to regulation by the Federal Deposit Insurance Corporation (the “FDIC”) and the Pennsylvania Department of Banking and Securities (the “Department”). The Bank’s main office is located in Philadelphia, Pennsylvania, with nine additional full-service banking offices located in Philadelphia, Delaware and Montgomery Counties in Pennsylvania. The Bank’s primary business consists of attracting deposits from the general public and using those funds together with borrowings to originate loans and to invest primarily in U.S. Government and agency securities and mortgage-backed securities. In 2005, the Bank formed PSB Delaware, Inc., a Delaware corporation, as a subsidiary of the Bank. In 2006, all mortgage-backed securities then owned by the Company’s predecessor were transferred to PSB Delaware, Inc. PSB Delaware, Inc.’s activities are included as part of the consolidated financial statements.

Critical Accounting Policies. In reviewing and understanding financial information for the Company, you are encouraged to read and understand the significant accounting policies used in preparing our financial statements. These policies are described in Note 1 of the notes to our unaudited consolidated financial statements included in Item 1 hereof as well as in Note 2 to our audited consolidated financial statements included in the Form 10-K. The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities as well as contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Losses are charged against the allowance for loan losses when management believes that the collectability in full of the principal of a loan is unlikely. Subsequent recoveries are added to the allowance. The allowance for loan losses is maintained at a level that management considers adequate to provide for estimated losses and impairments based upon an evaluation of known and inherent losses in the loan portfolio that are both probable and reasonable to estimate. For the quarter ended ~~June 30, 2020,~~March 31, 2021, the analysis took into account the exposure to credit deterioration due to the COVID-19 pandemic. Loan impairment is evaluated based on the fair value of collateral or estimated net

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realizable value. It is the policy of management to provide for losses on unidentified loans in its portfolio in addition to criticized and classified loans.

~~Table of Contents~~

Management monitors its allowance for loan losses at least quarterly and makes adjustments to the allowance through the provision for loan losses as economic conditions and other pertinent factors indicate. The quarterly review and adjustment of the qualitative factors employed in the allowance methodology and the updating of historic loss experience allow for timely reaction to emerging conditions and trends. In this context, a series of qualitative factors are used in a methodology as a measurement of how current circumstances are affecting the loan portfolio. Included in these qualitative factors are:

●

Levels of past due, classified, criticized and non-accrual loans, troubled debt restructurings and loan modifications;

●

Nature and volume of loans;

●

Changes in lending policies and procedures, underwriting standards, collections, charge-offs and recoveries and for commercial loans, the level of loans being approved with exceptions to the Bank’s lending policy;

●

Experience, ability and depth of management and staff;

●

National and local economic and business conditions, including various market segments, especially in light of the effects of the COVID-19 pandemic and actions taken to address it on both the national and local economies;

●

Quality of the Bank’s loan review system and the degree of Board oversight;

●

Concentrations of credit and changes in levels of such concentrations; and

●

Effect of external factors on the level of estimated credit losses in the current portfolio.

In determining the allowance for loan losses, management has established a general pooled allowance. Values assigned to the qualitative factors and those developed from historic loss experience provide a dynamic basis for the calculation of reserve factors for both pass-rated loans (the general pooled allowance) and those for criticized and classified loans. The amount of the specific allowance is determined through a loan-by-loan analysis of certain large dollar commercial real estate loans, construction and land development loans and multi-family loans. Loans not individually reviewed are evaluated as a group using reserve factor percentages based on historical loss experience and the qualitative factors described above. In determining the appropriate level of the general pooled allowance, management makes estimates based on internal risk ratings, which take into account such factors as debt service coverage, loan-to-value ratios and external factors. Estimates are periodically measured against actual loss experience.

This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impaired loans, value of collateral, estimated losses on our commercial, construction and residential loan portfolios and historical loss experience. All of these estimates may be susceptible to significant change. While management analyzed its allowance in light of the COVID-19 pandemic, such analysis ~~will need to be~~is being continually refined and reviewed in light of the ongoing nature of the effects of the COVID-19 pandemic.

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. In addition, the Department and the FDIC, as an integral part of their examination processes, periodically review our allowance for loan losses. The Department and the FDIC may require the recognition of adjustments to the allowance for loan losses based on their judgment of information available to them at the time of their examination. To the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses may be required that would adversely affect earnings in future periods.

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Investment and mortgage-backed securities available for sale. Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated using quoted prices of securities with similar characteristics or discounted cash flows and are classified within Level 2 of the fair value hierarchy. In certain cases where there is limited activity or less transparency

~~Table of Contents~~

around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. There were no securities with a Level 3 classification as of ~~June 30, 2020~~March 31, 2021 or September 30, ~~2019.~~2020.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. In light of the COVID-19 pandemic, management is taking into account the effects the pandemic may have on securities and their impairment. The Company determines whether the unrealized losses are temporary or are considered other than temporary. The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities. In addition, the Company also considers the likelihood that the security will be required to be sold because of regulatory concerns, our internal intent not to dispose of the security prior to maturity and whether the entire cost basis of the security is expected to be recovered. In determining whether the cost basis will be recovered, management evaluates other facts and circumstances that may be indicative of an “other-than-temporary” impairment condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost, and near-term prospects of the issuer.

In addition, certain assets are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company measures impaired loans and other real estate owned at fair value on a non-recurring basis.

Valuation techniques and models utilized for measuring financial assets and liabilities are reviewed and validated by the Company at least quarterly.

Derivatives. The Company uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed-rate amounts from a counterparty. The Company uses interest rate swaps to manage its exposure to changes in fair value. Interest rate swaps designated as fair value hedges involve the receipt of variable-rate payments from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount.

Income Taxes. The Company accounts for income taxes in accordance with U.S. GAAP. The Company records deferred income taxes that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Management exercises significant judgment in the evaluation of the amount and timing of the recognition of the resulting tax assets and liabilities. The judgments and estimates required for the evaluation are updated based upon changes in business factors and the tax laws. If actual results differ from the assumptions and other considerations used in estimating the amount and timing of tax recognized, there can be no assurance that additional expenses will not be required in future periods.

In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.

U.S. GAAP prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The Company recognizes, when applicable, interest and penalties related to unrecognized tax

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benefits in the provision for income taxes in the consolidated income statement. Assessment of uncertain tax positions requires careful consideration of the technical merits of a position based on management’s analysis of tax regulations and interpretations. Significant judgment may be involved in the assessment of the tax position.

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Forward-looking Statements. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to the Company. These forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond the Company’s control). The words “may,” “could,” “should,” “would,” “will,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements.

In addition to factors previously disclosed in the reports filed by the Company with the Securities and Exchange Commission (“SEC”) and those identified elsewhere in this ~~press release,~~Form 10-Q, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations; general economic conditions; the scope and duration of the COVID-19 pandemic; the effects of the COVID-19 pandemic, including on the Company’s credit quality and operations as well as its impact on general economic conditions; legislative and regulatory changes including actions taken by governmental authorities in response to the COVID-19 pandemic; monetary and fiscal policies of the federal government; the effect of the Federal Reserve’s Open Market Committee’s reduction in the federal funds rate to near ~~0%;~~zero percent; changes in tax policies, rates and regulations of federal, state and local tax authorities including the effects of the Tax Reform Act; changes in interest rates, deposit flows, the cost of funds, demand for loan products, including potential declines in demand due to the COVID-19 pandemic, and the demand for financial services, in each case as may be affected by the COVID-19 pandemic, competition, changes in the quality or composition of the Company’s loan, investment and mortgage-backed securities portfolios; geographic concentration of the Company’s business; fluctuations in real estate values, especially in light of the COVID-19 pandemic; the adequacy of loan loss reserves; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and fees.

The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company to reflect events or circumstances occurring after the date of this Form 10-Q.

For a complete discussion of the assumptions, risks and uncertainties related to our business, readers are encouraged to review the Company’s filings with the SEC, including the “Risk Factors” section in the Company’s most recent Form 10-K, as supplemented by ~~the Company Quarterly Report on Form 10-Q for this quarter and the Form 10-Q for the quarter ended March 31, 2020 and as further supplemented by~~ its quarterly or other reports subsequently filed with the SEC.

Market Overview. The worldwide COVID-19 pandemic has caused significant volatility and disruption in the financial markets both in the United States and globally. We are working with both residential and commercial borrowers to help them meet the unexpected financial challenges stemming from the COVID-19 pandemic and will continue to do so.

The Company continues to focus on the credit quality of its customers, especially in light of the COVID-19 pandemic, closely monitoring the financial status of borrowers throughout the Company’s markets, gathering information, working on early detection of potential problems, taking pre-emptive steps where necessary and performing the analysis required to maintain adequate reserves for loan losses.

The Company continues to maintain capital well in excess of regulatory requirements.

The following discussion provides further details on the financial condition of the Company at ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019,~~2020, and the results of operations for the three and ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.

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COMPARISON OF FINANCIAL CONDITION AT ~~June 30, 2020~~MARCH 31, 2021 AND SEPTEMBER 30, 2020

At ~~June 30, 2020, The~~March 31, 2021, the Company had total assets of $1.2 billion ~~compared to $1.3 billion at September 30, 2019. At June 30, 2020, the investment portfolio decreased~~decreasing slightly by ~~$114.4 million to $467.1~~$19.3 million as compared to ~~$581.5~~total assets at September 30, 2020. At March 31, 2021, net loans receivable increased by $32.6 million to $620.9 million from $588.3 million at September 30, ~~2019~~2020, combined with an $18.1 million increase in cash and cash equivalents. Offsetting the increase in net loans and cash equivalents, was a $67.1 million decrease in investment securities to $376.1 million as of March 31, 2021 as compared to $443.2 million at September 30, 2020 primarily as a result of ~~investment securities sales,~~ calls and paydowns of amortizing U.S. government agencies and mortgage-backed securities. ~~Net loans receivable~~

Total liabilities decreased ~~slightly~~ by ~~$2.2~~$20.5 million during the second quarter to $1.1 billion at March 31, 2021 due primarily to a $33.6 million decrease in FHLB borrowings and a $6.1 million decrease in interest rate swap contracts. Offsetting the decrease was a $22.8 million increase in deposits, primarily in certificates of deposit, on terms more favorable than the maturing FHLB advances.

Total stockholders’ equity increased by $1.1 million to ~~$583.3~~$130.3 million at ~~June 30, 2020~~March 31, 2021 from ~~$585.5~~$129.1 million at September 30, 2019 both due to the continued intense competition for quality loans as well as to the sale of a $14.0 million package of long-term, fixed-rate mortgage loans undertaken to address the Company’s interest-rate margin compression.

Total liabilities were $1.1 billion at both June 30, 2020 and September 30, 2019, although deposits and FHLB borrowings decreased modestly as the Company has been allowing higher costing certificates of deposit and FHLB borrowings to run-off as they mature in order to reduce its cost of funds.

~~Total stockholders’ equity decreased by $11.4 million to $128.2 million at June 30, 2020 from $139.6 million at September 30, 2019.~~2020. The ~~decrease~~increase was primarily due to ~~treasury stock repurchases,~~ net income of ~~stock plan activity, of $9.3~~$3.6 million. ~~For the nine months ended June 30, 2020, the Company repurchased 786,866 shares at an average cost of $12.81 per share, which is well below book value per share.~~ Also contributing to the ~~decrease were dividend payments totaling $5.6~~increase was a $1.4 million ~~and an aggregate $5.2 million decrease in the appreciation~~increase in the fair ~~market~~ value of investment securities held for sale and in connection with interest rate swaps and available for sale securities. The decrease in the value of the interest rate swaps was due to the large decrease in market rates of interest in light of current market conditions and the Federal Reserve’s Open Market Committee action to reduce the federal funds interest rate to near 0%.swap arrangements. These ~~decreases~~increases were partially offset by net ~~income of $9.0~~stock repurchases totaling $2.7 million ~~for~~and dividend payments totaling $1.1 million during the ~~nine~~six months ended ~~June 30, 2020.~~March 31, 2021.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2021 AND 2020 ~~AND 2019~~

Net income. The Company reported net income of $1.7 million, or $0.22 per basic share and $0.21 per diluted share, for the quarter ended March 31, 2021 as compared to $2.9 million, or $0.33 per basic share and $0.32 per diluted share, for the same quarter in fiscal 2020. For the six months ended March 31, 2021, the Company reported net income of $3.6 million, or $0.44 per basic share and diluted share, for the quarter ended June 30, 2020 as compared to $2.6 million, or $0.30 per basic share and $0.29 per diluted share, for the same quarter in fiscal 2019. For the nine months ended June 30, 2020, the Company reported net income of $9.0 million, or $1.04 per basic share and $1.03$0.44 per diluted share as compared to ~~$6.9~~$5.4 million, or ~~$0.79~~$0.61 per basic and ~~$0.78~~$0.60 per diluted share, for the same period in fiscal ~~2019.~~2020. The 2020 periods included significant gains on sales of investment securities available for sale.

Net interest income. ~~For~~Although average interest-earning assets declined by $114.4 million for the three months ended ~~June 30,~~March 31, 2021 as compared to the same period in 2020, net interest income ~~decreased~~for the second quarter of fiscal 2021 amounted to ~~$5.3~~$5.7 million, decreasing by only $64,000 as compared to ~~$6.2 million for~~ the same period in ~~fiscal 2019.~~2020. The ~~decrease reflected the effects of a $1.4~~$1.5 million ~~or 13.1%,~~ decrease in interest income ~~partially~~was offset almost completely by a decrease of ~~$572,000 or 11.3%,~~$1.5 million in interest paid on deposits and borrowings. ~~Net-interest income continued~~The weighted average cost of borrowings and deposits decreased 41 basis points to ~~reflect, as well,~~1.52% for the ~~effects~~quarter ended March 31, 2021 from 1.93% for the same period in 2020 due to decreases in market rates of ~~margin compression. The~~interest which affected both deposit and borrowing costs. Although the weighted average yield on interest-earning assets decreased during the quarter ended March 31, 2021, it did so to lesser degree due to the more rapid repricing of our interest-bearing liabilities than our interest-earning assets. The weighted average yield on our interest-earning assets declined by 6615 basis points, to ~~3.38%~~3.45% for the quarter ended ~~June 30, 2020~~March 31, 2021 from the comparable period in ~~2019~~2020 due to the decline in market ~~yields~~rates of interest, in particular as a result of the Federal Reserve’s Open Market Committee’s action to reduce the Federal Funds ~~Rate. The weighted average rate paid on interest-bearing liabilities decreased from 1.98%~~Rate in early 2020 in an effort to ~~1.73% as we continued our efforts to reduce~~address potential disruption in the ~~Company’s use of brokered deposits which are generally a more expensive finding source.~~markets occasioned by the COVID-19 pandemic.

~~As part of~~

In addition, with the ~~Company’s strategic lending initiatives, the Company increased its involvement~~unexpected significant decline in ~~commercial and construction lending. The yields on such loans are typically tied to~~ the Wall Street Journal Prime Rate (“WSJ Prime”) ~~and adjust rapidly with changes in the WSJ Prime. With the recent unexpected significant decline in the WSJ Prime~~ during the ~~quarter ended June 30,~~second half of fiscal 2020 as a result of actions taken to address the COVID-19 pandemic, a significant portion of the Company’s commercial real estate and construction loan ~~portfolio~~loans which bear generally adjustable rates experienced downward adjustments in the interest rates onborne by such ~~loans.~~loans beginning in the third quarter of fiscal 2020.

~~For~~

Average interest-earning assets declined by $117.8 million for the ~~nine~~six months ended ~~June 30, 2020,~~March 31, 2021 as compared to the same period in 2020. However, due to relative shifts in yields earned and rates paid which offset such declines in net interest income was ~~$17.4~~$11.4 million, decreasing by $723,000 as compared to ~~$18.6 million for~~ the same period in fiscal ~~2019.~~2020. The decrease ~~primarily~~ was due to ~~an increase~~a decrease of ~~$1.3~~$3.7 million, or ~~10.0%~~16.1%, in interest ~~paid on deposits and borrowings. Partially offsetting the increase in interest expense was an increase in interest~~ income ~~of $219,000,~~partially offset by a $3.0 million, or 0.7%. The weighted average yield on interest-earning assets decreased by 30 basis points, to 3.59%, for the nine months ended June 30, 2020 from the comparable period in 2019 due to a reduction in market yields of

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~~interest which created downward pressure on our yields on all interest-earning asset categories. The increase~~27.7%, decrease in interest ~~expense~~paid on deposits and borrowings. The decrease in interest income was due to ~~a $94.5 million increase~~the decrease in the weighted average balance of ~~interest-bearing liabilities to fund growth during~~interest-earning assets and by the ~~period.~~25 basis point decline in the weighted average yield earned on our interest-earning assets. The weighted average cost of borrowings and deposits ~~remained unchanged at 1.88% for both~~decreased to a greater degree, decreasing to 1.55% during the ~~nine month periods~~six months ended ~~June 30,~~March 31, 2021 from 1.96% during the comparable period in 2020 ~~and 2019.~~primarily due to decreases in market rates of interest.

For the three and ~~nine~~six months ended ~~June 30, 2020,~~March 31, 2021, the net interest margin was ~~1.83%~~2.08% and ~~1.92%~~2.05%, respectively, compared to ~~2.23%~~1.89% and ~~2.26%~~1.96% for the same periods in fiscal ~~2019,~~2020, respectively. The margin ~~compression~~improvement experienced in the ~~2020~~2021 periods in large part reflected the more rapid decline in liability costs compared to asset yields ~~as compared~~in response to ~~declines in liability costs as a result of~~ the declining interest rate environment. As part of the Company’s strategic lending initiatives, the Company has increased its involvement in commercial real estate and construction lending. The yields on such loans are typically tied to the WSJ Prime and adjust rapidly with changes in the WSJ Prime. As a result of the implementation of the Company’s strategic lending initiatives, its interest-earning assets are more rate sensitive than its interest-bearing liabilities and as a result, adjust more rapidly to changes in interest rates than its interest-bearing liabilities.or

Average balances, net interest income, and yields earned and rates paid. The following table shows for the periods indicated the total dollar amount of interest earned from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities and the resulting costs, expressed both in dollars and rates, the interest rate spread and the net interest margin. Average yields and rates have been annualized. Tax-exempt income and yields have not been adjusted to a tax-equivalent basis. All average balances are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages would be.


	Three Months							Three Months							Three Months							Three Months
	Ended June 30,							Ended June 30,						��	Ended March 31,							Ended March 31,
	2020							2019							2021							2020
						Average							Average							Average							Average
	Average					Yield/		Average					Yield/		Average					Yield/		Average					Yield/
	Balance		Interest			Rate		Balance		Interest			Rate		Balance		Interest			Rate (1)		Balance		Interest			Rate (1)

Interest-earning assets:
Investment securities ~~(1)~~	$	220,528	$	1,671		3.01	%	$	182,315	$	1,723		3.79	%	$	204,708	$	1,643		3.25	%	$	233,774	$	2,010		3.45	%
Mortgage-backed securities		290,565		1,990		2.72			315,571		2,536		3.22			197,221		1,428		2.94			360,822		2,562		2.85
Loans receivable (2)		573,927		6,012		4.16			587,703		6,752		4.61			612,255		6,388		4.23			574,912		6,334		4.42
Other interest-earning assets		62,948		118		0.74			34,720		262		3.03			99,802		6		0.02			58,881		104		0.71
Total interest-earning assets		1,147,968		9,791		3.38			1,120,309		11,273		4.04			1,113,986		9,465		3.45			1,228,389		11,010		3.60
Cash and non-interest bearing balances		2,481							2,313
Cash and non-interest-bearing balances																2,198							2,509
Non-interest-earning assets		68,607							70,862							65,628							50,648
Total assets	$	1,219,056						$	1,193,484						$	1,181,812						$	1,281,546
Interest-bearing liabilities:
Savings accounts	$	80,568	$	16		0.08		$	83,898	$	8		0.04		$	64,803	$	2		0.01		$	78,491	$	7		0.04
Checking and money market accounts		252,720		381		0.60			133,856		266		0.80			372,493		873		0.95			172,790		409		0.95
Certificate accounts		378,758		2,064		2.16			543,506		3,080		2.27			293,826		1,085		1.50			464,866		2,449		2.11
Total deposits		712,046		2,461		1.37			761,260		3,354		1.77			731,122		1,960		1.09			716,147		2,865		1.60
Advances from Federal Home Loan Bank		314,179		2,024		2.56			258,527		1,703		2.64			267,599		1,779		2.70			368,336		2,356		2.57
Advances from borrowers for taxes and insurance		2,877		1		0.14			2,439		1		0.16			1,994		1		0.20			3,205		1		0.13
Total interest-bearing liabilities		1,029,102		4,486		1.73			1,022,226		5,058		1.98			1,000,715		3,740		1.52			1,087,688		5,222		1.93
Non-interest-bearing liabilities:
Non interest-bearing demand accounts		25,993							14,798
Non-interest-bearing liabilities
Non-interest-bearing demand accounts																29,781							18,873
Other liabilities		36,528							16,593							20,464							33,731
Total liabilities		1,091,623							1,053,617							1,050,960							1,140,292
Stockholders' equity		127,433							139,867							130,852							141,254
Total liabilities and stockholders' equity	$	1,219,056						$	1,193,484						$	1,181,812						$	1,281,546
Net interest-earning assets	$	118,866						$	98,083						$	113,271						$	140,701
Net interest income, interest rate spread			$	5,305		1.65	%			$	6,215		2.05	%			$	5,725		1.93	%			$	5,788		1.67	%
Net interest margin (3)						1.83	%						2.23	%						2.08	%						1.89	%
Average interest-earning assets to average interest-bearing liabilities				111.55	%						109.59	%						111.32	%						112.94	%

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	Nine Months Ended							Nine Months Ended							Six Months Ended							Six Months Ended
	June 30,							June 30,							March 31,							March 31,
	2020							2019							2021							2020
						Average							Average							Average							Average
	Average					Yield/		Average					Yield/		Average					Yield/		Average					Yield/
	Balance		Interest			Rate		Balance		Interest			Rate		Balance		Interest			Rate (1)		Balance		Interest			Rate (1)

Interest-earning assets:
Investment securities (1)	$	229,461	$	5,231		3.04	%	$	187,128	$	4,963		3.55	%	$	207,264	$	3,357		3.25	%	$	232,582	$	4,095		3.51	%
Mortgage-backed securities		342,333		7,345		2.86			283,345		6,844		3.23			210,837		3,044		2.90			366,061		5,355		2.92
Loans receivable (2)		581,900		19,175		4.39			586,940		19,936		4.54			606,888		12,663		4.18			582,709		13,163		4.51
Other interest-earning assets		56,025		877		2.09			42,324		666		2.10			90,711		90		0.20			52,171		224		0.86
Total interest-earning assets		1,209,719		32,628		3.59			1,099,737		32,409		3.94			1,115,700		19,154		3.44			1,233,523		22,837		3.69
Cash and non interest-bearing balances		2,445							2,203							2,352							2,316
Non-interest-earning assets		58,246							49,739							67,520							53,446
Total assets	$	1,270,410						$	1,151,679						$	1,185,572						$	1,289,285
Interest-bearing liabilities:
Savings accounts	$	79,674	$	29		0.05		$	87,000	$	113		0.17		$	62,367	$	3		0.01		$	79,229	$	13		0.03
Checking and money market accounts		191,231		1,155		0.80			122,048		600		0.66			372,121		1,839		0.99			150,559		774		1.03
Certificate accounts		446,451		7,264		2.17			570,365		9,219		2.16			282,764		2,287		1.62			477,511		5,201		2.17
Total deposits		717,356		8,448		1.57			779,413		9,932		1.70			717,252		4,129		1.15			707,299		5,988		1.69
Advances from Federal Home Loan Bank		358,857		6,741		2.50			202,909		3,920		2.58			279,900		3,615		2.59			379,041		4,716		2.48
Advances from borrowers for taxes and insurance		2,961		3		0.13			2,328		3		0.17			2,306		2		0.17			2,985		2		0.13
Total interest-bearing liabilities		1,079,174		15,192		1.88			984,650		13,855		1.88			999,458		7,746		1.55			1,089,325		10,706		1.96
Non-interest-bearing liabilities:
Non interest-bearing demand accounts		21,289							15,111
Non-interest-bearing liabilities
Non-interest-bearing demand accounts																29,160							18,807
Other liabilities		28,033							18,143							25,875							32,734
Total liabilities		1,128,496							1,017,904							1,054,493							1,140,866
Stockholders' equity		141,914							133,775							131,079							148,419
Total liabilities and stockholders' equity	$	1,270,410						$	1,151,679						$	1,185,572						$	1,289,285
Net interest-earning assets	$	130,545						$	115,087						$	116,242						$	144,198
Net interest income, interest rate spread			$	17,436		1.72	%			$	18,554		2.06	%			$	11,408		1.89	%			$	12,131		1.73	%
Net interest margin (3)						1.92	%						2.06	%						2.05	%						1.96	%
Average interest-earning assets to average interest-bearing liabilities				112.10	%						111.69	%						111.63	%						113.24	%

(1)

Yields and rates for the three and ~~niniemonth~~six month periods are annualized.

(2)

Includes non-accrual loans. Calculated net of unamortized deferred fees, undisbursed portion of loans-in-process and the allowance for loan losses.

(3)

Equals net interest income divided by average interest-earning assets.

Provision for loan losses. The Company recorded ~~provisions for loan losses of $750,000 and $1.4 million, respectively, for the three and nine months ended June 30, 2020, compared to~~ no ~~provisions~~provision for loan losses for the ~~same~~three and six months ended March 31, 2020 as the $3.0 million provision expense incurred in fiscal 2020, combined with minimal recent charge-offs was deemed sufficient to maintain the allowance at a level sufficient to cover all interest and known losses in the current portfolio. A $500,000 and $625,000, respectively, provision expense was required for the comparable periods in fiscal 2019, primarily as a precaution due to the uncertainty associated with the economic effects of the COVID-19 pandemic and the potential credit deterioration caused thereby. Although minimal delinquencies had occurred as of June 30, 2020 due to the effects of the COVID-19 pandemic, deferments were granted during the three months ended June 30, 2020 with respect to commercial real estate and residential real estate loans aggregating $132.6 million and $17.1 million, respectively, or approximately 21.6% of the total loan portfolio. These deferments were not considered to be TDRs as of June 30, 2020 as all applicable borrowers were current as of December 31, 2019 and the requests for the deferments were related to the current economic conditions caused by COVID-19, and not by underlying weaknesses within the respective loans. All expiring deferrals are performing in accordance with revised contractual terms. Notwithstanding the foregoing, the Company believes there is a material risk that credit losses and non-performing assets may increase due to current economic conditions and the effects of the COVID-19 pandemic.2020. During the three and ~~nine months ending June 30, 2020,~~six month periods ended March 31, 2021, the Company recorded ~~one charge off in the amount~~recoveries of ~~$22,000~~$15,000 and ~~four~~$51,000, respectively, and did not record any charge offs ~~aggregating $95,000.~~in either of the periods. During the three and ~~nine months~~six month periods ended ~~June 30,~~March 31, 2020, the Company recorded recoveries ~~aggregating $1,000~~of $7,000 and $17,000, ~~respectively. During the~~respectively, and recorded three ~~and nine months ended June 30, 2019, the Company recorded no~~ charge offs aggregating $74,000. Although our COVID-19 loan deferrals were as high as $149.7 million during portions of fiscal 2020, all existing deferrals had ended by September 30, 2020. All such loans were current as of March 31, 2021.

The allowance for loan losses totaled $8.4 million, or 1.3% of total loans and ~~one recovery in~~64.0% of total non-performing loans at March 31, 2021 (which included loans acquired at their fair value as a result of the ~~amount~~acquisition of ~~$58,000.~~Polonia Bancorp, Inc. (“Polonia”) as of January 1, 2017) as compared to $8.3 million, or 1.4% of total loans and 63.7% of total non-

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The allowance for loan losses totaled $6.7 million, or 1.1% of total loans and 49.0% of total non-performing loans at June 30, 2020 as compared to $5.4 million, or 0.9% of total loans and 38.7% of total non-performingperforming loans at September 30, ~~2019.~~2020. The Company believes that the allowance for loan losses at ~~June 30, 2020~~March 31, 2021 was sufficient to cover all inherent and known losses associated with the loan portfolio at such date.

The Company’s methodology for assessing the adequacy of the allowance establishes both specific and general pooled allocations of the allowance. Loans are assigned ratings, either individually for larger credits or in homogeneous pools, based on an internally developed grading system. The resulting determinations are reviewed and approved by senior management.

At ~~June 30, 2020,~~March 31, 2021, the Company’s non-performing assets totaled ~~$14.1~~$13.1 million or ~~1.2%~~1.1% of total assets as compared to ~~$14.3~~$13.0 million or 1.1% of total assets at September 30, ~~2019.~~2020. Non-performing assets at ~~June 30, 2020~~March 31, 2021 included five construction loans aggregating ~~$8.7~~$8.3 million, 2825 one-to-four family residential mortgage loans aggregating $3.5 million, ~~four~~and three commercial real estate loans aggregating $1.4 million and one consumer loan aggregating $49,000. Non-performing assets at June 30, 2020 also included other real estate owned consisting of two single-family residential properties with an aggregate carrying value of $406,000.$1.3 million. At ~~June 30, 2020,~~March 31, 2021, the Company had four loans totaling ~~$5.3~~$4.9 million that were classified as troubled debt restructurings (“TDRs”). One TDR is on non-accrual and consists of a ~~$420,000~~$399,000 loan secured by a single-family residential property ~~and~~which is performing in accordance with the restructured terms. The three remaining TDRs totaling ~~$4.9~~$4.5 million are also classified as non-accrual and are a part of a lending relationship totaling ~~$10.5~~$10.1 million (after taking into account the previously disclosed $1.9 million write-down recognized during the quarter ending March 31, 2017 related to this borrowing relationship).The primary project of the borrower (the development of a 169-unit townhouse project in Bristol Borough, Pennsylvania) is the subject of litigation between the Bank and the ~~borrower (see Item 1. Legal Proceeding in Part II of this Form 10-Q).~~borrower. As previously disclosed, subsequent to the commencement of the litigation, the borrower filed for bankruptcy under Chapter 11 (Reorganization) of the federal bankruptcy code in June 2017. The Bank ~~has~~ moved the underlying litigation noted above with the borrower and the Bank from state court to the federal bankruptcy court in which the bankruptcy proceeding is being heard. The state litigation is stayed pending the resolution of the bankruptcy proceedings. ~~Four~~As of March 31, 2021, twenty-three units have been sold in the project ~~have been sold and~~with a portion of the proceeds ~~from such sales have been~~of each sale being applied against the outstanding debt. ~~In addition, there are agreements~~See Item 1- Legal Proceedings in Part II of ~~sale in place~~this Form 10-Q for ~~four additional units. Due to~~more information about the ~~COVID-19 pandemic and the shelter-in-place order in place much of the third quarter of fiscal 2020, sales activities at the project were substantially curtailed~~litigation.

At ~~June 30, 2020,~~March 31, 2021, the Company had ~~$2.3~~$3.1 million of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of ~~five~~eight one-to-four family residential loans totaling ~~$644,000, and one~~$671,000, three commercial real estate ~~loan~~loans in the aggregate amount of ~~$1.7 million.~~$2.4 million and one consumer loan of $57,000. At September 30, ~~2019,~~2020, the Company had $845,000 of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of seven one-to-four family residential loans totaling $750,000 and two consumer loans totaling $95,000.

At ~~June 30, 2020,~~March 31, 2021, the Company also had a total of 1820 loans aggregating ~~$2.5~~$11.2 million that had been designated “special mention”. These loans consist of 13 one-to-four family residential loans totaling $1.4 million and ~~five~~seven commercial real estate loans totaling ~~$1.1~~$9.8 million. At September 30, ~~2019,~~2020, we had a total of 21 loans aggregating ~~$5.5~~$11.4 million designated as “special mention”.

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The following table shows the amounts of non-performing assets (defined as non-accruing loans, accruing loans 90 days or more past due as to principal and/or interest and real estate owned) as of ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019.~~2020. At neither date did the Company have any loans 90 days or more past due that were accruing.


	June 30,			September 30,			March 31,			September 30,
	2020			2019			2021			2020

Non-accruing loans:
One-to-four family residential	$	3,108		$	3,712		$	3,475		$	3,095
Commercial real estate		1,417			1,473			1,328			1,417
Construction and land development		8,650			8,750			8,250			8,525
Consumer		49			—
Total non-accruing loans		13,224			13,935			13,053			13,037
Other real estate owned, net (1)		406			348
Other real estate owned, net								—			—
Total non-performing assets	$	13,630		$	14,283		$	13,053		$	13,037

Total non-performing loans as a percentage of loans		2.33	%		2.38	%		2.10	%		2.22	%
Total non-performing loans as a percentage of total assets		1.15	%		1.08	%		1.08	%		1.07	%
Total non-performing assets as a percentage of total assets		1.18	%		1.11	%		1.08	%		1.07	%

~~(1)~~

~~Other real estate owned balances are shown net of related loss allowances and consist solely of real property.~~

Non-interest income. Non-interest income amounted to ~~$3.8 million~~$575,000 and ~~$7.3~~$1.1 million for the three and ~~nine~~six month periods ended ~~June 30, 2020,~~March 31, 2021, respectively, compared to ~~$1.2~~$2.7 million and ~~$2.1~~$3.5 million, respectively, for the comparable

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periods in fiscal ~~2019. The increase experienced in both~~2020. Both of the 2020 periods ~~was primarily attributable to~~included significant gains on the ~~gain on~~ sale of ~~$60.1~~various investment securities of $2.4 million and ~~$142.1 million of investment securities during the three and nine months ended June 30, 2020, respectively, resulting in gains of $3.3 million and $6.0~~$2.7 million for the ~~three~~quarter and ~~nine month periods~~six months ended ~~June 30,~~March 31, 2020, respectively. These increases were offset by decreases in swap income in the 2020 periods as compared to 2019. The investment sales were consummated in order to recognize gains in the portfolio in order to take advantage of the historically low interest rate environment which has resulted in significant appreciation in the fair value of such investments.

Non-interest expense. For the three and six month ~~period~~periods ended ~~June 30, 2020,~~March 31, 2021, non-interest expense decreased ~~$194,000~~$110,000 or ~~4.6%~~2.5% and $33,000 or 0.4%, respectively, compared to the same ~~period~~periods in the prior fiscal year. ~~The largest component~~Non-interest expense decreased in both of the decrease in the three months ended June 30, 2020 was attributable to a decrease in deposit insurance as a result of decreased exposure to brokered deposits. For the nine month period ended June 30, 2020, non-interest expense increased $149,000, or 1.2%, compared to the same period in the prior fiscal ~~year. The increase was~~2021 periods primarily due in part to the ~~hiring of additional personnel~~reductions in ~~our lending operations to support our expanded lending activities. Partially offsetting this increase for the nine month period ended June 30, 2020 was a decrease in occupancy~~other real estate, advertising and ~~advertising expense as the~~depreciation expenses. The Company maintained its focus on the continued implementation of operating efficiencies. The continued improvement of the Company’s efficiency ratio reflects the success of management’s efforts. The efficiency ratio for the nine months ended June 30, 2020 improved to 50.5% from 59.7% for the same period in fiscal 2019. Likewise, for the three months ended June 30, 2020, the efficiency ratio improved to 44.1% as compared to 56.6% for the same period in 2019.

Income tax expense. For the ~~three month and nine-month periods~~three-month period ended ~~June 30, 2020,~~March 31, 2021, the Company recorded income tax expense of ~~$701,000 and $1.8 million, respectively,~~$235,000, compared to ~~$582,000 and $1.4~~income tax expense of $572,000 for the same period in fiscal 2020. For the six month period ended March 31, 2021, the Company recorded an income tax expense of $521,000 as compared to a tax expense of $1.1 million for the same ~~periods~~period in fiscal ~~2019.~~2020. The ~~increase~~reduction in tax expense was primarily due to reductions in net income before taxes for the ~~three and nine month periods was commensurate with the increase in pre-tax income.~~applicable fiscal 2021 periods.

COVID-19 Related Information

As noted above, in response to the current situation surrounding the COVID-19 pandemic, the Company is providing assistance to its customers in a variety of ways. The Company participated in the Paycheck Protection Program offered under the CARES Act as a Small Business Administration (“SBA”) lender. AsWe are currently working with a third party in order for our customers to be able to participate in the updated PPP loan program adopted as part of ~~June 30,~~the COVID-19 stimulus bill enacted in March 2020 ~~we had~~

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originated 63 requests for PPP loans totaling approximately $5.1 million. A total of 56 of these loans, or more than 88 %, are for loan amounts less than $150,000 and represent a total of $1.9 million. These loans were sold servicing released during July 2020 at a gain of approximately $90,000.the 2021 Consolidated Appropriations Act.

The primary method of relief is to allow the borrower to defer their loan payments for three months (and extending the term of the loan accordingly). The CARES Act and regulatory guidelines suspend temporarily the determination of certain loan modifications related to the COVID-19 pandemic from being treated as TDRs. ~~We are working closely with our loan customers to effectively manage our portfolio through the ongoing uncertainty surrounding the duration, impact and government response to the COVID-19 pandemic.~~See “Asset Quality” above”.

While the Company’s banking operations were not restricted by the government stay-at-home orders, the Company took steps to protect its employees and customers by providing for remote working for many employees, enhancing cleaning procedures for the Company’s offices, in particular its branch offices, requiring face masks to be worn by employees and maintaining appropriate social distancing in our offices. The Company continues to assess and monitor the COVID-19 pandemic and will take additional such steps as are necessary to protect its employees and assist its depositor and borrower customers during this difficult time.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. Our primary sources of funds are deposits, scheduled principal and interest payments on loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan and securities prepayments can be greatly influenced by market rates of interest, economic conditions and competition. The Company also maintains excess funds in short-term, interest-earning assets that provide additional liquidity. At ~~June 30, 2020,~~March 31, 2021, the Company’s cash and cash equivalents amounted to ~~$60.0~~$135.2 million. In addition, its available-for-sale investment securities amounted to an aggregate of ~~$441.4~~$353.8 million at such date.

We use our liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, and to meet operating expenses. At ~~June 30, 2020,~~March 31, 2021, the Company had ~~$7.8~~$55.0 million in outstanding commitments to originate loans, not including loans in process. The Company also had commitments under unused lines of credit of ~~$35.0~~$45.9 million and letters of credit outstanding of $1.1 million at ~~June 30, 2020.~~March 31, 2021. Certificates of deposit as of ~~June 30, 2020~~March 31, 2021 that are maturing in one year or less totaled ~~$233.9~~$220.5 million.

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In addition to cash flows from loan and securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity available to fund liquidity needs should the need arise. Our borrowings consist solely of advances from the FHLB of Pittsburgh, of which we are a member. Under terms of the collateral agreement with the FHLB, we pledge residential mortgage loans, certain investment securities as well as our stock in the FHLB as collateral for such advances. At ~~June 30, 2020,~~March 31, 2021, we had ~~$291.1~~$251.6 million in outstanding FHLB advances and had the ability to obtain an additional ~~$118.6~~$105.4 million in FHLB advances. The Bank ~~has a line of credit amounting to~~maintains unsecured borrowing facilities with ACBB and PNC for $12.5 million ~~with ACBB, which has yet to be drawn upon.~~and $10.0 million, respectively. There were no draws on either facility as of March 31, 2021. The Bank has also obtained approval to borrow from the Federal Reserve Bank discount window.

We anticipate that we will continue to have sufficient funds and alternative funding sources to meet our current commitments.

The following table summarizes the Company’s and Bank’s regulatory capital ratios as of ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019~~2020 and compares them to current regulatory guidelines. The Company is not subject to capital ratios

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imposed by Basel III on bank holding companies because the Company is deemed to be a small bank holding company. Accordingly, the Company’s regulatory capital ratios are provided for informational purposes only.


						To Be									To Be
						Well Capitalized									Well Capitalized
						Under Prompt									Under Prompt
			Required for Capital			Corrective						Required for Capital			Corrective
			Adequacy			Action						Adequacy			Action
	Ratio		Purposes			Provisions				Ratio		Purposes			Provisions


June 30, 2020:
March 31, 2021:
Tier 1 capital (to average assets)
Company	10.33	%		N/A			N/A		��	10.67	%		N/A			N/A
Bank	10.29	%		4.0	%		5.0	%		10.49	%		4.00	%		5.0	%
Tier 1 Common (to risk-weighted assets)
Company	17.31	%		N/A			N/A			16.85	%		N/A			N/A
Bank	17.00	%		4.5	%		6.5	%		16.55	%		4.5	%		6.5	%
Tier 1 capital (to risk-weighted assets)
Company	17.31	%		N/A			N/A			16.85	%		N/A			N/A
Bank	17.00	%		6.0	%		8.0	%		16.55	%		6.0	%		8.0	%
Total capital (to risk-weighted assets)
Company	18.31	%		N/A			N/A			18.04	%		N/A			N/A
Bank	17.99	%		8.0	%		10.0	%		17.74	%		8.0	%		10.0	%

September 30, 2019:
September 30, 2020:
Tier 1 capital (to average assets)
Company	10.89	%		N/A			N/A			10.34	%		N/A			N/A
Bank	10.49	%		4.0	%		5.0	%		10.51	%		4.00	%		5.0	%
Tier 1 Common (to risk-weighted assets)
Company	18.43	%		N/A			N/A			17.21	%		N/A			N/A
Bank	18.10	%		4.5	%		6.5	%		16.88	%		4.5	%		6.5	%
Tier 1 capital (to risk-weighted assets)
Company	18.43	%		N/A			N/A			17.21	%		N/A			N/A
Bank	18.10	%		6.0	%		8.0	%		16.88	%		6.0	%		8.0	%
Total capital (to risk-weighted assets)
Company	19.27	%		N/A			N/A			18.41	%		N/A			N/A
Bank	18.94	%		8.0	%		10.0	%		18.08	%		8.0	%		10.0	%

Effective January 1, 2020, qualifying community banking organizations may elect to comply with a greater than 9% community bank leverage ratio (the “CBLR”) requirement in lieu of the currently applicable requirements for calculating and reporting risk-based capital ~~ratios.~~ratios (which requirement has been temporarily decreased to 8.5% under the CARES Act). The CBLR is equal to Tier 1 capital divided by average total consolidated assets. In order to qualify for the CBLR election, a community bank must (i) have a leverage capital ratio greater than 9 percent, (2) have less than $10 billion in average total consolidated assets, (3) not exceed certain levels of off-balance sheet exposure and trading assets plus trading liabilities and (4) not be an advanced approaches banking organization. A community bank that meets the above qualifications and elects to utilize the CBLR is considered to have satisfied the risk-based and

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leverage capital requirements in the generally applicable capital rules and is also considered to be “well capitalized” under the prompt corrective action rules. The Bank choose to not elect to ~~not~~ use the CBLR requirement.

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements, accompanying notes, and related financial data of the Company presented herein have been prepared in accordance with generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services, since such prices are affected by inflation to a larger extent than interest

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rates. In the current interest rate environment, liquidity and the maturity structure of the Company’s assets and liabilities are critical to the maintenance of acceptable performance levels.

How We Manage Market Risk. Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest rate risk which is inherent in our lending, investment and deposit gathering activities. To that end, management actively monitors and manages interest rate risk exposure. In addition to market risk, our primary risk is credit risk on our loan portfolio. We attempt to manage credit risk through our loan underwriting and oversight policies.

The principal objective of our interest rate risk management function is to evaluate the interest rate risk embedded in certain balance sheet accounts, determine the level of risk appropriate given our business strategy, operating environment, capital and liquidity requirements and performance objectives, and manage the risk consistent with approved guidelines. We seek to manage our exposure to risks from changes in interest rates while at the same time trying to improve our net interest spread. We monitor interest rate risk as such risk relates to our operating strategies. We have established an Asset/Liability Committee which is comprised of our President and Chief Executive Officer, Chief Financial Officer, Chief Lending Officer, Treasurer and Controller. The Asset/Liability Committee meets on a regular basis and is responsible for reviewing our asset/liability policies and interest rate risk position. Both the extent and direction of shifts in interest rates are uncertainties that could have an adverse impact on future earnings.

In recent years, as a part of our asset/liability management strategy we primarily have reduced our investment in longer term fixed-rate callable agency bonds, increased our origination or purchase of hybrid adjustable-rate single-family residential mortgage loans, commercial real estate and construction loans (which typically bear adjustable rates indexed to the WSJ Prime) and increased our portfolio of step-up callable agency bonds and agency issued collateralized mortgage-backed securities (“CMOs”) with short effective lives. In addition, during the past year we implemented interest rate swaps to reduce funding cost for a five year period. However, notwithstanding the foregoing steps, we remain subject to a significant level of interest rate risk in a low interest rate environment due to the high proportion of our loan portfolio that consists of fixed-rate loans as well as our decision in prior periods to invest a significant amount of our assets in long-term, fixed-rate investment and mortgage-backed securities.

Gap Analysis. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring the Company’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. During a period of rising interest rates, a negative gap would tend to affect adversely net interest income while a positive gap would tend to result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income while a positive gap would tend to adversely affect net interest income.

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The following table sets forth the amounts of our interest-earning assets and interest-bearing liabilities outstanding at ~~June 30, 2020,~~March 31, 2021, which we expect, based upon certain assumptions, to reprice or mature in each of the future time periods shown (the “GAP Table”). Except as stated below, the amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of the term to repricing or the contractual maturity of the asset or liability. The table sets forth an approximation of the projected repricing of assets and liabilities at ~~June 30, 2020,~~March 31, 2021, on the basis of contractual maturities, anticipated prepayments, and scheduled rate adjustments within a three-month period and subsequent selected time intervals. The loan amounts in the table reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization, anticipated prepayments of adjustable-rate loans and fixed-rate loans, and as a result of contractual rate adjustments on adjustable-rate loans. Annual prepayment rates for variable-rate and fixed-rate single-family and multi-family residential and commercial mortgage loans are assumed to range from ~~10.3%~~10.9% to ~~29.0%~~27.4%. The annual prepayment rate for ~~mortgage-~~

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~~backed~~mortgage-backed securities is assumed to range from 0.5% to ~~36.5%~~28.0%. For savings accounts, checking accounts and money markets, the decay rates vary on an annual basis over a ten year period.


				More than			More than			More than											More than			More than			More than
	3 Months			3 Months			1 Year			3 Years			More than			Total		3 Months			3 Months			1 Year			3 Years			More than			Total
	or Less			to 1 Year			to 3 Years			to 5 Years			5 Years			Amount		or Less			to 1 Year			to 3 Years			to 5 Years			5 Years			Amount

	(Dollars in Thousands)																	(Dollars in Thousands)
Interest-earning assets(1):
Investment and mortgage-backed securities(2)	$	37,420		$	61,330		$	100,017		$	98,977		$	152,051		$	449,795	$	18,946		$	38,878		$	89,144		$	81,706		$	134,589		$	363,263
Loans receivable~~(2)~~(3)		164,386			96,315			169,895			75,605			84,024			590,225		183,257			98,314			172,413			75,294			100,553			629,831
Other interest-earning assets ~~(3)~~(4)		57,774			249			15,084			—			—			73,107		133,104			1,106			996			—			—			135,206
Total interest-earning assets	$	259,580		$	157,894		$	284,996		$	174,582		$	236,075		$	1,113,127	$	335,307		$	138,298		$	262,553		$	157,000		$	235,142		$	1,128,300

Interest-bearing liabilities:
Savings accounts	$	2,076		$	6,489		$	10,647		$	8,722		$	55,273		$	83,207	$	3,858		$	11,286		$	17,102		$	13,086		$	109,947		$	155,279
Checking and money market accounts		6,543			19,627			18,683			133,889			126,912			305,654		7,797			23,390			96,971			75,343			100,782			304,283
Certificate accounts		64,511			94,374			73,049			106,354			—			338,288		50,335			95,208			144,552			11,827			—			301,922
Advances from Federal Home Loan Bank		5,845			26,030			122,884			136,310			—			291,069		17,364			27,619			187,656			19,000			—			251,639
Real estate tax escrow accounts		3,259			—			—			—			—			3,259		1,623			—			—			—			—			1,623
Total interest-bearing liabilities	$	82,234		$	146,520		$	225,263		$	385,275		$	182,185		$	1,021,477	$	80,977		$	157,503		$	446,281		$	119,256		$	210,729		$	1,014,746

Interest-earning assets less interest-bearing liabilities	$	177,346		$	11,374		$	59,733		$	(210,693)		$	53,890		$	91,650	$	254,330		$	(19,205)		$	(183,728)		$	37,744		$	24,413		$	113,554

Cumulative interest-rate sensitivity gap~~(4)~~(5)	$	177,346		$	188,720		$	248,453		$	37,760		$	91,650				$	254,330		$	235,125		$	51,397		$	89,141		$	113,554


Cumulative interest-rate gap as a percentage of total assets at June 30, 2020		14.93	%		15.89	%		20.92	%		3.18	%		7.72	%
Cumulative interest-rate gap as a percentage of total assets at March 31, 2021																			21.12	%		19.53	%		4.27	%		7.40	%		9.43	%

Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities at June 30, 2020		315.66	%		182.50	%		154.72	%		104.50	%		108.97	%
Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities at March 31, 2021																			414.08	%		198.59	%		107.51	%		111.09	%		111.19	%

(1)

Interest-earning assets are included in the period in which the balances are expected to be redeployed and/or repriced as a result of anticipated prepayments, scheduled rate adjustments and contractual maturities.

(2)

For purposes of the gap analysis, investment securities are reflected at amortized cost.

(3)

For purposes of the gap analysis, loans receivable includes non-performing loans and is gross of the allowance for loan losses and unamortized deferred loan fees, but net of the undisbursed portion of loans-in-process.

(4)

Includes FHLB stock.

(5)

Cumulative interest-rate sensitivity gap represents the difference between interest-earning assets and interest-bearing liabilities.

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates.

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Additionally, certain assets, such as variable-rate loans, have features which restrict changes in interest rates both on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Finally, the ability of many borrowers to service their variable-rate loans may be adversely affected in the event of an interest rate increase.

Net Portfolio Value Analysis. Our interest rate sensitivity also is monitored by management through the use of a model which generates estimates of the changes in our net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario. The “Sensitivity Measure” is the decline in the NPV ratio, in basis points, caused by a 0%

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increase or decrease in rates, whichever produces a larger decline. The following table sets forth our NPV as of ~~June 30, 2020~~March 31, 2021 and reflects the changes to NPV as a result of immediate and sustained changes in interest rates as indicated.


Change in
Interest Rates							NPV as % of Portfolio										NPV as % of Portfolio
In Basis Points	Net Portfolio Value						Value of Assets				Net Portfolio Value						Value of Assets
(Rate Shock)	Amount		$Change		% Change		NPV Ratio		Change		Amount		$Change		% Change		NPV Ratio		Change

	(Dollars in Thousands)										(Dollars in Thousands)

300	$	110,011	$	(18,948)	(14.69)	%	10.01	%	(1.08)	%	$	132,849	$	(27,611)	(17.21)	%	11.81	%	(1.63)	%
200	$	121,176	$	(7,783)	(6.04)	%	10.78	%	(0.31)	%	$	142,156	$	(18,304)	(11.41)	%	12.40	%	(1.04)	%
100	$	130,148	$	1,189	0.92	%	11.32	%	0.23	%	$	152,117	$	(8,344)	(5.20)	%	13.00	%	(0.44)	%
Static	$	128,959	$	—	—		11.09	%	—		$	160,460	$	—	—		13.44	%	—
(100)	$	124,335	$	(4,624)	(3.59)	%	10.57	%	(0.52)	%	$	161,388	$	927	0.58	%	13.38	%	(0.06)	%
(200)	$	140,641	$	11,682	9.06	%	11.70	%	0.61	%	$	166,052	$	5,591	3.48	%	13.60	%	0.16	%
(300)	$	163,252	$	34,293	26.59	%	13.29	%	2.20	%	$	183,263	$	22,802	14.21	%	14.76	%	1.32	%

At September 30, ~~2019,~~2020, the Company’s NPV was ~~$159.6~~$152.4 million or ~~12.5%~~12.3% of the market value of assets. Following a 200 basis point increase in interest rates, the Company’s “post shock” NPV at said date would ~~be $133.0~~have been $160.9 million or ~~16.7%~~13.6% of the market value of assets. Conversely, a 200 basis point decrease in interest rates would result in a post shock NPV of ~~$140.6~~$166.0 million or ~~11.9%~~13.0% of the market value of assets.

As is the case with the GAP table, certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV requires the making of certain assumptions which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the NPV model provides an indication of interest rate risk exposure at a particular point in time, such model is not intended to and does not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At ~~June 30, 2020,~~March 31, 2021, there had not been any material change to the market risk disclosure contained in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2019,~~2020, set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation –Exposure to Changes in Interest Rates.”

ITEM 4. CONTROLS AND PROCEDURES

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the end of period covered by this report, our

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disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

On March 31, 2016, Island View Properties, Inc. t/a Island View Crossing II and Renato J. Gualtieri (“Plaintiffs”) filed a complaint against ~~Prudential~~the Bank ~~(formerly known as Prudential Savings Bank)~~ in the Court of Common Pleas of Philadelphia County (the “CCP Action”) asserting, among other things, that the Bank breached various loan agreements and related agreements for a development known as Island View Crossing. In its complaint, Plaintiffs seek the amount of $27 million. The Company filed objections to the complaint seeking to dismiss significant portions of Plaintiffs’ claims. On August 31, 2016, the Court dismissed the majority of the claims. After that order, the Company filed an answer denying Plaintiffs’ claims as well as a counterclaim seeking damages for failure to pay the outstanding loans and not completing the project. Discovery was ongoing and a trial was scheduled for October 2, 2017. On June 30, 2017, Plaintiff Island View Crossing II filed a Chapter 11 bankruptcy and on or about July 18, 2017, the Bank removed the CCP Action to ~~Bankruptcy Court~~bankruptcy court (the “Removed Action”).

Within the bankruptcy, Island View Crossing II, as the debtor and the Chapter 11 Trustee, filed a separate adversary proceeding against the ~~Company~~Bank seeking to avoid certain collateral mortgages made by Island View ~~Crossing~~ as well as seeking to avoid certain loans made to Island View Crossing II including, but not limited to, a $1.4 million loan and a $5.5 million loan. The complaint was filed on or about ~~December~~March 3, 2018 and that action was ultimately consolidated with the Removed Action.

The discovery phase of litigation has ~~concluded~~concluded. A mediation ~~is currently scheduled for~~was conducted on September 24, 2020, which did not result in a settlement. Currently, the parties have each filed motions for summary judgment which are pending with athe Court. A pretrial conference towith the Court will be ~~scheduled for~~conducted at some ~~time~~point after ~~October 2020.~~ that date.

Given the stage of the case and pending motions, we are unable to determine the likelihood of an unfavorable outcome at this time. The Bank, however, intends to vigorously defend against all claims.

On June 30, 2017, Calnshire Estates filed a voluntary petition for relief under Chapter 11 of the United States bankruptcy code. On or about December 18, 2017, the bankruptcy court converted the matter from a Chapter 11 to a Chapter 7 proceeding. On December 20, 2017, the Court appointed Bonnie Finkel (“Trustee”) as the Chapter 7 Trustee for the bankruptcy estate.

On or about June 28, 2019, the Trustee filed an adversary proceeding against the Bank in the bankruptcy court seeking, among other things, a declaratory judgment that certain obligations of Calnshire Estates to the Bank are null and void. The Trustee also asserted various causes of action for breach of contract, breach of fiduciary duty and equitable subordination.

On August 26, 2019, the Bank filed a motion to dismiss a number of the claims filed by the Trustee.The Court granted the motion in many respects but allowed the Trustee to amend. The Trustee thereafter filed an amended complaint where the Bank filed a motion to dismiss the amended complaint. We are waiting for the Trustee’s response to the motion and the Court’s disposition of that motion. Dates for discovery and any potential trial have not been set by the Bankruptcy Court. Given the relatively early stages of the case, we are unable to determine the likelihood of an unfavorable outcome at this time. The Bank, however, intends to vigorously defend against the claim.

On June 30, 2017, Steeple Run filed a voluntary petition for relief under Chapter 11 of the United States bankruptcy code. On or about December 18, 2017, the Bankruptcy Court converted the matter from a Chapter 11 to a Chapter 7 proceeding. On December 20, 2017, the Court also appointed the Trustee as the Chapter 7 Trustee for the bankruptcy estate.

On or about June 28, 2019, the Trustee filed an adversary proceeding against the Bank in bankruptcy court asserting, among other things, various causes of action for breach of contract, breach of fiduciary duty and equitable subordination in connection with a loan agreement.

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The Company is involved in various legal proceedings occurring in the ordinary course of business. Management of the Company, based on discussions with litigation counsel, does not believe that such proceedings will have a material adverse effect on the financial condition or operations of Prudential Bancorp. There can be no assurance that any of the outstanding legal proceedings to which the Company is a party will not be decided adversely to the Company’s interests and have a material adverse effect on the financial condition and operations of the Company.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the ~~fiscal~~ year ended September 30, ~~2019 (“2019 Annual Report”),~~2020, as such factors could materially affect the Company’s business, financial condition, or future results of operations. ~~Except as set forth below, as~~As of ~~June 30, 2020,~~March 31, 2021, no material changes have occurred to the risk factors of the Company as reported in the ~~2019~~Company’s Annual Report ~~except~~on Form 10-K for the ~~risk factors described below.~~fiscal year ended September 30, 2020 filed in December 2020. The risks described in the ~~2019~~2020 Annual Report on Form 10-K are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, also may have a material adverse impact on the Company’s business, financial conditions, or results of operations. ~~The risk factors set forth below supplement the risk factors included in the 2019 Annual Report.~~

The recent global COVID-19 pandemic has adversely affected, and will likely continue to adversely affect, our business, financial condition, liquidity and results of operations and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic and the actions taken by governmental authorities in response to the pandemic.

The Company believes the worldwide COVID-19 pandemic has negatively affected our business and is likely to continue to do so. The outbreak has caused significant volatility and disruption in the financial markets both in the United States and globally. If COVID-19, or another highly infectious or contagious disease, continues to spread or the response to contain it is unsuccessful, we could continue to experience material adverse effects on our business, financial condition, liquidity, and results of operations. The extent of such effects will depend on future developments which are highly uncertain and cannot be predicted, including the geographic spread of the novel coronavirus, the overall severity of the disease, the duration of the outbreak, the measures that may be taken by various governmental authorities in response to the outbreak (such as continued and/or new quarantines and travel restrictions) and the possible further impacts on the global economy. The Company’s operations may also be disrupted if significant portions of its workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic, and the Company has already temporarily limited access to certain of its branches and offices. In response to the pandemic, the Company has also offered fee waivers, payment deferrals, and other expanded assistance to small business and personal lending customers. Future governmental actions may require these and other types of customer-related responses.

Any significant decrease in economic activity or resulting decline in the housing market could have an adverse effect on the Company’s investments in mortgage real estate assets, including the need to recognize credit losses in its loan portfolio and increases in the allowance for loan losses. In addition, as interest rates continue to decline as a result of demand for U.S. Treasury securities and the activities of the Federal Reserve, prepayments on our assets are likely to increase due to refinancing activity, which could have a material adverse effect on our result of operations. Similarly, because of changing economic and market conditions affecting issuers, the Company may be required to recognize impairments on the securities it holds as well as reductions in other comprehensive income.

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Further, in light of the current environment related to the COVID-19 pandemic on the overall economy, such as rising unemployment levels or changes in consumer behavior related to loans as well as government policies and pronouncements, borrowers may experience difficulties meeting their obligations or seek to forbear payment on or refinance their mortgage loans to avail themselves of lower rates, which may adversely affect our result of operations.

~~Among the factors outside the Company’s control that are likely to affect the impact the COVID-19 pandemic will ultimately have on our business are:~~

•

~~the pandemic’s course and severity;~~

•

the direct and indirect results of the pandemic, such as recessionary economic trends, including with respect to employment, wages and benefits, commercial activity, consumer spending and real estate market values;

•

political, legal and regulatory actions and policies in response to the pandemic, including the effects of restrictions on commerce and banking, such as dividends, moratorium and other suspension of collections, foreclosure, and related obligations;

•

the timing, magnitude and effect of public spending, directly or through subsidies, its direct and indirect effects on commercial activity and incentives of employers and individuals to resume or increase employment, wages and benefits and commercial activity;

•

~~the timing and availability of direct and indirect governmental support for various financial assets, including mortgage loans;~~

•

~~the long-term effect of the economic downturn on the value of the Company’s assets and related accounting estimates;~~

•

~~potential longer-term effects of increased government spending on the interest rate environment and borrowing costs for non-governmental parties;~~

•

~~the ability of the Company’s employees and its third-party vendors to work effectively during the course of the pandemic;~~

•

~~potential longer-term shifts toward mobile banking, telecommuting and telecommerce; and~~

•

~~geographic variation in the severity and duration of the COVID-19 pandemic, including in the Commonwealth of Pennsylvania in which the Company operates physically.~~

The ongoing COVID-19 pandemic has resulted in severe volatility in the financial markets and meaningfully lower stock prices for many companies, including our common stock. Depending on the extent and duration of the COVID-19 pandemic, the price of the Company’s common stock may continue to experience volatility and declines.

~~The Company cannot predict the effect that government policies, laws and plans adopted in response to the COVID-19 pandemic and global recessionary economic conditions will have on us.~~

Governments have adopted, and the Company expects will continue to adopt, policies, laws and plans intended to address the COVID-19 pandemic and adverse developments in the credit, financial and mortgage markets. The Company cannot assure you that these programs will be effective, sufficient or otherwise have a positive impact on our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

and (b) Not applicable.

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(c)

The Company’s repurchases of equity securities for the three months ended ~~June 30, 2020~~March 31, 2021 were as follows:


				Total Number					Total Number
				of Shares					of Shares
				Purchased as					Purchased as
				Part of	Maximum Number				Part of	Maximum Number
	Total			Publicly	of Shares that May	Total			Publicly	of Shares that May
	Number of	Average		Announced	Yet Be Purchased	Number of	Average		Announced	Yet Be Purchased
	Shares	Price Paid		Plans or	Under Plans or	Shares	Price Paid		Plans or	Under Plans or
Period	Purchased	Per Share		Programs (1) (2)	Programs (1) (2)	Purchased	Per Share		Programs (1)	Programs (1)
April 1 - 30, 2020	579,546	$	12.65	579,546	55,474
May 1 - 31, 2020	55,474		11.91	55,474	—
June 1 - 30, 2020	—		—	—	407,600
January 1 - 31, 2021						—	$	—	—	222,830
February 1 - 28, 2021						32,839		13.17	32,839	189,991
March 1 - 31, 2021						34,661		14.73	34,661	155,330
	635,020	$	12.59			67,500	$	13.97	67,500

(1)

On November 19, 2018, the Company announced that the Board of Directors had approved a third stock repurchase program authorizing the Company to repurchase up 900,000 shares of common stock, approximately 10% of the Company’s then outstanding shares.

~~(2)~~

On June 18, 2020 the Company announced a new stock repurchase program to repurchase up to 407,600 shares of common stock, approximately 5% of the ~~company’s~~Company’s outstanding shares of common stock, over a one-year period or such longer period of time as may be necessary to complete such repurchases.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable

Item 6. Exhibits


Exhibit No.		Description
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.0		Section 1350 Certifications
101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2020,~~March 31, 2021, formatted in Inline XBRL: (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document.
104		Cover Page Interactive Data (formatted as Inline XBRL and contained in Exhibit 101.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	PRUDENTIAL BANCORP, INC.

Date: ~~August 10, 2020~~May 17, 2021	By: /s/ Dennis Pollack
	Dennis Pollack
	President and Chief Executive Officer

Date: ~~August 10, 2020~~May 17, 2021	By: /s/ Jack E. Rothkopf
	Jack E. Rothkopf
	Senior Vice President, Chief Financial Officer and Treasurer

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