UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: (Date of earliest event reported): February 28, 2020

 

PDL Community Bancorp

(Exact name of Registrant as Specified in Its Charter)

 

 

Registrant’s Telephone Number, Including Area Code: (718) 931-9000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

  

 

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Item 2.02Results of Operations and Financial Condition

On February 28, 2020, PDL Community Bancorp (the “Company”), the holding company for Ponce Bank, issued a press release announcing its financial results for the year ended December 31, 2019.  The Company’s press release is included as Exhibit 99.1 to this report.

The information set forth in this Item 2.02 and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ( the “Exchange Act”), or otherwise subject to the liabilities of that Section.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

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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.

 

 

 

Exhibit 99.1

PDL Community Bancorp Announces 2019 Fourth Quarter Results

New York (February 28, 2020): PDL Community Bancorp (the “Company”) (NASDAQ: PDLB), the holding company for Ponce Bank (the “Bank”), reported a net loss of ($7.5 million), or ($0.43) per basic and diluted share, for the fourth quarter of 2019, compared to net income of $709,000, or $0.04 per basic and diluted share, for the prior quarter and net income of $635,000, or $0.04 per basic and diluted share, for the fourth quarter of 2018. For the year ended December 31, 2019, the net loss was ($5.1 million), or ($0.29) per basic and diluted share, compared to net income of $2.7 million, or $0.15 per basic and diluted share for the year ended December 31, 2018.

The reduction in net income during the fourth quarter of 2019 was due primarily to a one-time charge of $9.9 million ($7.8 million net of tax effect) related to the termination of the Company’s Defined Benefit Plan. Excluding the one-time charge, the Company would have reported net income of $393,000, or $0.02 per basic and diluted share, for the three months ended December 31, 2019 and net income of $2.7 million, or $0.16 per basic and diluted share, for the year ended December 31, 2019. See the Non-GAAP Reconciliation at the end of this earnings release.

Carlos P. Naudon, President and CEO remarked that, “the Company’s focus in the fourth quarter of 2019 was to increase stakeholder value by ending continuing expenses and unpredictable liabilities associated with the terminated Defined Benefit Plan, and deploying capital by repurchasing common shares through another share repurchase program.”

Net Income

The $8.2 million decrease in net income from the prior quarter reflects a $10.1 million, or 108.6%, increase in noninterest expense mainly the result of the one-time charge of $9.9 million related to the termination of the Company’s Defined Benefit Plan, of which $7.8 million was previously being recognized in accumulated other comprehensive income (loss), a $2.1 million charge-off related to the deferred tax asset associated with the Defined Benefit Plan, a $211,000, or 1.6%, decrease in interest and dividend income, and a $81,000 increase in provision for loan losses, offset by a $2.2 million decrease in provision for income taxes, an $86,000, or 14.9%, increase in noninterest income and a $8,000, or 0.3%, decrease in interest expense.

The $8.1 million decrease in net income from the fourth quarter of 2018 reflects a $10.4 million, or 114.6%, increase in noninterest expense, mainly the result of the one-time charge related to the termination of the Company’s Defined Benefit Plan and charge-off related to deferred tax asset previously discussed, a $461,000, or 17.0%, increase in interest expense and a $150,000, or 18.4%, decrease in noninterest income offset by a $2.4 million decrease in provision for income taxes, a $416,000, or 3.4%, increase in interest and dividend income and a $120,000, or 55.8%, decrease in provision for loan losses.

The net loss for the year ended December 31, 2019 was ($5.1 million) compared to net income of $2.7 million for the year ended December 31, 2018. The net loss reflects a $12.1 million, or 34.9%, increase in noninterest expense mainly driven by the one-time charge related to the termination of the Company’s Defined Benefit Plan previously discussed, a $2.9 million, or 30.2%, increase in interest expense and a $255,000, or 8.7%, decrease in noninterest income, offset by an increase of $4.3 million, or 9.4%, in interest and dividend income, a $2.0 million, or 182.4%, decrease in provision for income taxes and a $991,000, or 79.3%, decrease in provision for loan losses.

Net Interest Margin

The net interest margin decreased by 12 basis points to 3.71% for the three months ended December 31, 2019 from 3.83% for the three months ended September 30, 2019, while the net interest rate spread decreased by 10 basis points to 3.34% from 3.44% for the same periods. Average interest-earning assets increased by $10.9 million, or 1.1%, to $1,021.8 million for the three months ended December 31, 2019 from $1,010.9 million for the three months ended September 30, 2019. The average yield on interest-earning assets decreased by 13 basis points to 4.95% from 5.08%, for the same periods. Average interest-bearing liabilities increased by $12.7 million, or 1.7%, to $782.1 million for the three months ended December 31, 2019 from $769.4 million for the three months ended September 30, 2019. The average rate on interest-bearing liabilities decreased by 3 basis points to 1.61% from 1.64% for the same periods.  

 

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The net interest margin decreased by 19 basis points to 3.71% for the three months ended December 31, 2019 from 3.90% for the three months ended December 31, 2018, while the net interest rate spread decreased by 18 basis points to 3.34% from 3.52% for the same periods. Average interest-earning assets increased by $45.2 million, or 4.6%, to $1,021.8 million for the three months ended December 31, 2019 from $976.6 million for the three months ended December 31, 2018. The average yield on interest-earning assets decreased by 6 basis points to 4.95% from 5.01% for the same periods. Average interest-bearing liabilities increased by $55.0 million, or 7.6%, to $782.1 million for the three months ended December 31, 2019 from $727.1 million for the three months ended December 31, 2018. The average rate on interest-bearing liabilities increased by 13 basis points to 1.61% from 1.48% for the same periods.

Noninterest Income

Noninterest income increased to $665,000 for the three months ended December 31, 2019, up $86,000, or 14.9%, from $579,000 for the three months ended September 30, 2019. The increase was attributable to increases of $54,000, or 36.0%, in late and prepayment charges related to mortgage loans, $19,000, or 7.7%, in service charges and fees, $7,000, or 19.4%, in brokerage commissions and $6,000, or 4.1%, in other noninterest income.

Noninterest income decreased to $665,000 for the three months ended December 31, 2019, down $150,000, or 18.4%, from $815,000 for the three months ended December 31, 2018. The decrease was mainly attributable to decreases of $74,000, or 26.6%, in late and prepayment charges related to mortgage loans, $65,000, or 60.2%, in brokerage commissions and $60,000, or 28.3%, in other noninterest income offset by an increase of $49,000, or 22.6%, in service charges and fees.

Noninterest Expense

Noninterest expense was $19.5 million for the three months ended December 31, 2019, up $10.1 million, or 108.6%, from $9.3 million for the three months ended September 30, 2019. The increase was mainly the result of the one-time charge related to the termination of the Company’s Defined Benefit Plan and charge-off related to deferred tax asset previously discussed. The increase was also the result of increases in occupancy and equipment expenses of $83,000 as a result of rebranding and branch renovation initiatives; professional fees of $82,000; compensation and benefits expense of $59,000 as a result of expenses related to new hires; office supplies, telephone and postage expenses of $35,000 and in other operating expenses of $31,000 mainly due to a credit from the Federal Deposit Insurance Corporation in the amount of $205,000 related to our FDIC deposit insurance assessment that occurred during the previous quarter. The increase in noninterest expense was partially offset by decreases in insurance and surety bond premiums of $44,000; regulatory dues of $12,000; direct loan expenses of $12,000, marketing and promotional expenses of $7,000; and, data processing expenses of $4,000.

Noninterest expense increased $10.4 million, or 114.6%, to $19.5 million for the three months ended December 31, 2019 from $9.1 million for the three months ended December 31, 2018. The increase was mainly the result of the one-time charge related to the termination of the Company’s Defined Benefit Plan and charge-off related to deferred tax asset previously discussed. The increase was also the result of increases in compensation and benefits expense of $355,000 as a result of expenses related to restricted stock and stock options; occupancy and equipment of $147,000 as a result of rebranding and branch renovation initiatives; data processing expenses of $37,000 as a result of system enhancements and implementation charges related to software upgrades and additional products; other operating expenses of $21,000; professional fees of $13,000 and insurance and surety bond premiums of $8,000. The increase in noninterest expense was partially offset by decreases in direct loan expenses of $46,000; office supplies, telephone and postage expenses of $33,000; and, marketing and promotional expenses of $29,000.

Asset Quality

Nonperforming assets increased to $11.6 million, or 1.10% of total assets, at December 31, 2019, from $10.3 million, or 0.94% of total assets, at September 30, 2019 and $6.8 million, or 0.64% of total assets, at December 31, 2018. The increase from September 30, 2019 is mainly attributable to increases of nonaccrual in 1-4 family residential loans of $987,000 and nonresidential loans of $455,000. The increase from December 31, 2018 is mainly attributable to increases of nonaccrual in 1-4 family residential loans of $1.9 million and nonresidential loans of $2.9 million.

There was a $95,000 provision for loan losses for the quarter ended December 31, 2019, compared to $14,000 for the quarter ended September 30, 2019 and $215,000 for the quarter ended December 31, 2018. The allowance for loan losses was $12.3 million, or 1.27% of total loans, at December 31, 2019, compared to $12.2 million, or 1.27% of total loans, at September 30, 2019 and $12.7 million, or 1.36% of total loans, at December 31, 2018. Net recoveries totaled $74,000 for the quarter ended December 31, 2019, compared to net charge-offs of $372,000 for the quarter ended September 30, 2019 and net recoveries totaled $78,000 for the quarter ended December 31, 2018.

Balance Sheet

Total assets decreased $6.1 million, or 0.6%, to $1,053.8 million at December 31, 2019 from $1,059.9 million at December 31, 2018. The decrease in total assets is mainly attributable to decreases in cash and cash equivalents of $42.1 million and available-for-sale

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securities of $5.6 million offset by increases in net loans receivable of $37.2 million. The increase in net loans receivable was primarily due to increases of $17.7 million, or 7.6%, in multifamily residential loans, $11.7 million, or 13.4%, in construction and land loans, $10.3 million, or 5.2%, in nonresidential properties loans, $1.2 million, or 0.3%, in 1-4 family residential loans and $163,000, or 15.3%, in consumer loans offset by a decrease of $4.8 million, or 30.8%, in business loans.

Total deposits decreased $27.7 million, or 3.4%, to $782.0 million at December 31, 2019 from $809.8 million at December 31, 2018. The decrease in deposits was mainly attributable to decreases of $34.6 million, or 8.2 %, in certificates of deposit and $6.4 million, or 5.5% in demand deposits offset by an increase of $13.3 million, or 4.9%, in savings, NOW, reciprocal deposits (certificates of deposits and money market) and money market accounts. The $13.3 million increase in savings, NOW, reciprocal deposits and money market accounts was mainly attributable to increases of $22.5 million, or 34.9%, in money market accounts, and $2.1 million, or 6.8%, in NOW/IOLA accounts, offset by decreases of $7.0 million, or 5.7%, in savings accounts and $4.3 million, or 8.2%, in reciprocal deposits.

Total stockholders’ equity was $158.4 million at December 31, 2019, compared to $169.2 million at December 31, 2018. The decrease in stockholders’ equity was mainly attributable to $15.8 million of stock repurchases, a net loss of $5.1 million offset by a net $7.8 million adjustment to accumulated other comprehensive loss related to the termination of Defined Benefit Plan, $1.2 million of expenses related to restricted stock units, $707,000 of expenses related to the Company’s Employee Stock Ownership Plan, $311,000 related to unrealized gain on available-for-sale securities and $101,000 of expenses related to stock options.  

Steven A. Tsavaris, Executive Chairman, remarked that, “on May 20, 2019 we announced that the Company had entered into a definitive agreement whereby the Company would acquire all of the capital stock of Mortgage World Bankers and we had anticipated regulatory approval in 2019. However, approval is taking longer than anticipated. We are looking forward to receiving regulatory approval as we anticipate that this transaction will enhance our mortgage origination capacity and provide us a path to the secondary markets."

On February 7, 2019, the Bank announced that it had entered into an Agreement of Sale to sell real estate (related to a relocated branch office) located at 30 East 170th Street, Bronx, New York. The purchase price for the real estate is $4.9 million. The Bank’s carrying value of the property as of December 31, 2019 was $0. The Bank has and will incur expenses related to the sale of the property which will impact the accounting for the sale. The consummation of the sale is now anticipated to be completed during the first half of 2020.

The Company and the Bank exceeded all regulatory capital requirements to be deemed well-capitalized at December 31, 2019. The Bank’s total capital to risk-weighted assets ratio was 18.62%, the tier 1 capital to risk-weighted assets ratio and the common equity tier 1 capital ratio were both 17.36%, and the tier 1 capital to total assets ratio was 12.92% at December 31, 2019, compared to 19.39%, 18.14%, and 13.66%, at December 31, 2018, respectively.

The Company adopted a share repurchase program effective March 25, 2019 which expired on September 24, 2019. Under that program, the Company was permitted to repurchase up to 923,151 shares of the Company’s common stock, or approximately 5% of the Company’s then current issued and outstanding shares. On November 13, 2019, the Company adopted a second share repurchase program. Under this program, the Company may repurchase up to 878,835 shares of the Company’s common stock, or approximately

5% of the Company’s then current issued and outstanding shares. The repurchase program may be suspended or terminated at any time without prior notice, and it will expire no later than May 12, 2020.

 

As of December 31, 2019, the Company had repurchased an aggregate of 1,102,029 shares under the repurchase programs at a weighted average price of $14.30, which are reported as treasury stock in the consolidated statement of financial condition. Of the 1,102,029 shares of treasury stock, 90,135 shares were reissued as a result of restricted stock units that vested on December 4, 2019.

 

About PDL Community Bancorp

PDL Community Bancorp is the holding company for Ponce Bank. The Bank’s business primarily consists of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in mortgage loans, consisting of 1-4 family residences (investor-owned and owner-occupied), multifamily residences, nonresidential properties and construction and land, and, to a lesser extent, in business and consumer loans. The Bank also invests in securities, which have historically consisted of U.S. Government and federal agency securities and securities issued by government-sponsored or government-owned enterprises, as well as, mortgage-backed securities and Federal Home Loan Bank stock. The Bank offers a variety of deposit accounts, including demand, savings, money market and certificates of deposit.  

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Forward Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on the Company’s business activities; changes in interest rates; competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which the Company operates, including changes that adversely affect borrowers’ ability to service and repay the Company’s loans; changes in the value of securities in the Company’s investment portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; changes in government regulation; changes in accounting standards and practices; the risk that intangibles recorded in the Company’s financial statements will become impaired; demand for loans in the Company’s market area; the Company’s ability to attract and maintain deposits; risks related to the implementation of acquisitions, dispositions, and restructurings; the risk that the Company may not be successful in the implementation of its business strategy; changes in assumptions used in making such forward-looking statements and the risk factors described in the prospectus and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, PDL Community Bancorp’s actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as may be required by applicable law or regulation.

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PDL Community Bancorp and Subsidiaries

Consolidated Statements of Financial Condition

(Dollars in thousands, except for share data)

 

 

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PDL Community Bancorp and Subsidiaries

Consolidated Statements of Income

(Dollars in thousands, except per share data)

 

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PDL Community Bancorp and Subsidiaries

Consolidated Statements of Income

(Dollars in thousands, except per share data)

 

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PDL Community Bancorp and Subsidiaries

Key Metrics

 

 

 

Key metrics calculated on income statement items were annualized where appropriate.

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PDL Community Bancorp and Subsidiaries

Loan Portfolio

 

 

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PDL Community Bancorp and Subsidiaries

Nonperforming Assets

 

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PDL Community Bancorp and Subsidiaries

Average Balance Sheets

 

 

 

 

 

 

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PDL Community Bancorp and Subsidiaries

Average Balance Sheets

 

 

 

 

 

 

 

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Non-GAAP Financial Measure

 

The Company is presenting this non-GAAP financial measures as part of this earnings release. The non-GAAP financial measures presented in this earnings release should not be considered as alternative measures for the most directly comparable GAAP financial measures. The non-GAAP net income and EPS referred to in this earnings release reflect adjustments related to non-recurring charges associated with the termination of the Company’s Defined Benefit Plan. Management believes that presentation of this adjusted (non-GAAP) net income and EPS information is useful to investors as it will improve comparability of core operations year over year and in future periods. A reconciliation of the GAAP information to non-GAAP net income and EPS is presented below.

 

Non-GAAP Reconciliation – Net Income Before Loss on Termination of Defined Benefit Plan (Unaudited)

 

 

 

 

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