HNVR Hanover Bancorp Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 24, 2024

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HANOVER BANCORP, INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (516) 548-8500

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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:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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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 ☒

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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 2.02 – Results of Operations and Financial Condition

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On January 24, 2024, the Company announced its earnings for the period ended December 31, 2023.

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The press release issued by the Company on January 24, 2024 is furnished herewith as Exhibit 99.1. This information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “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, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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Item 9.01 – Financial Statements and Exhibits

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(d) Exhibits

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SIGNATURE

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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 hereunto duly authorized.

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Exhibit 99.1

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FOR IMMEDIATE RELEASE

Investor and Press Contact:

Lance P. Burke

Chief Financial Officer

(516) 548-8500

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Hanover Bancorp, Inc. Reports Earnings for the Fourth Calendar Quarter highlighted by Increased Net Income and Net Interest Income and Strong

Non-interest Income

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Fourth Calendar Quarter Performance Highlights

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Mineola, NY – January 24, 2024 – Hanover Bancorp, Inc. (“Hanover” or “the Company” – NASDAQ: HNVR), the holding company for Hanover Community Bank (“the Bank”), today reported results for the quarter ended December 31, 2023 and the declaration of a $0.10 per share cash dividend on both common and Series A preferred shares payable on February 14, 2024 to stockholders of record on February 7, 2024.

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Earnings Summary for the Quarter Ended December 31, 2023

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The Company reported net income for the quarter ended December 31, 2023 of $3.8 million or $0.51 per diluted share (including Series A preferred shares), versus $5.3 million or $0.72 per diluted share (including Series A preferred shares) in the comparable period a year ago and $3.5 million or $0.48 per diluted share (including Series A preferred shares) for the quarter ended September 30, 2023.  The Company recorded adjusted (non-GAAP) net income (excluding severance expense) of $4.0 million or $0.54 per diluted share for the quarter ended December 31, 2023, versus net income of $5.3 million or $0.72 per diluted share in the comparable 2022 quarter (which included no adjustments) and adjusted (non-GAAP) net income (excluding litigation settlement payment) of $2.8 million or $0.38 per diluted share for the quarter ended September 30, 2023, an increase of 43.4% over the linked quarter.  Returns on average assets and average stockholders’ equity were 0.69% and 8.10%, respectively, in the quarter ended December 31, 2023, versus 1.18% and 12.04%, respectively, in the comparable quarter of 2022, and 0.66% and 7.58%, respectively, in the quarter ended September 30, 2023.  Adjusted (non-GAAP) returns on average assets and average stockholders’ equity were 0.74% and 8.61%, respectively, in the quarter ended December 31, 2023, versus 1.18% and 12.04%, respectively, in the comparable quarter of 2022, and 0.53% and 6.00%, respectively, in the quarter ended September 30, 2023.

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The reduction in net income recorded in the fourth calendar quarter of 2023 from the comparable 2022 quarter resulted from two primary factors.  The first was a decrease in net interest income primarily related to the rapid rise in interest rates driven by the Federal Reserve as the cost of interest bearing deposits rose faster that the yield on interest earning assets.  The second was an increase in non-interest expense largely due to growth related increases in compensation and benefits, occupancy and equipment, federal deposit insurance premiums and other operating expenses, which were partially offset by a decrease in the provision for credit losses and an increase in non-interest income.  In addition, the Company’s effective tax rate increased to 25.4% in the fourth calendar quarter of 2023 from 22.7% in the comparable 2022 period due to increased business in other states, related to our SBA and USDA lending program, coupled with lower pre-tax income.  

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Net interest income was $12.7 million for the quarter ended December 31, 2023, a decrease of $2.6 million, or 17.1% versus the comparable 2022 period due to compression of the Company’s net interest margin to 2.40% in the 2023 quarter from 3.49% in the comparable 2022 quarter.  The yield on interest earning assets increased to 5.91% in the 2023 quarter from 5.17% in the comparable 2022 quarter, an increase of 74 basis points, offset by a 211 basis point increase in the cost of interest-bearing liabilities to 4.19% in 2023 from 2.08% in the fourth calendar quarter of 2022.  The rapid rise in interest rates driven by the Federal Reserve and, to a lesser extent, the Company’s decision to maintain increased liquidity resulted in the higher cost of funds. Net interest income on a linked quarter basis increased $0.9 million or 7.29%.

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Michael P. Puorro, Chairman and Chief Executive Officer, commented on the Company’s quarterly results:  “We are extremely pleased with our fourth calendar quarter results highlighted by a 42% increase in adjusted diluted EPS, driven by margin expansion and increasing returns from our investments in SBA and C&I Banking.  Together with our sustained focus on cost management, these new initiatives will enhance earnings and capital growth into the future.  We continue to focus on increasing fee income and cost management while we further build our business verticals.  We believe the composition of our balance sheet, coupled with our growing initiatives, positions us well for the favorable interest rate environment in 2024 anticipated by economists for the financial sector.”  

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Balance Sheet Highlights

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Total assets at December 31, 2023 were $2.27 billion versus $2.15 billion at September 30, 2023.  Total securities available for sale at December 31, 2023 was $61.4 million, an increase of $50.5 million from September 30, 2023, primarily driven by growth in collateralized loan obligations (“CLO”).  These CLOs are adjustable-rate investments tied to three-month SOFR, purchased at a weighted average yield of 7.05%.  Total deposits at December 31, 2023 increased to $1.90 billion compared to $1.74 billion at September 30, 2023.  During the quarter ended December 31, 2023, total deposits increased $169.5 million or 9.8% from September 30, 2023.  This deposit growth has enabled us to lessen our reliance on higher cost wholesale borrowings while also lowering our loan to deposit ratio from 108% at September 30, 2023 to 103% at December 31, 2023.

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The Company had $528.1 million in total municipal deposits at December 31, 2023, at a weighted average rate of 4.62% versus $313.2 million at a weighted average rate of 4.53% at September 30, 2023.  The Company’s municipal deposit program is built on long-standing relationships developed in the local marketplace.  This core deposit business will continue to provide a stable source of funding for the Company’s lending products at costs lower than those of consumer deposits and market-based borrowings.  The Company continues to broaden its municipal deposit base and currently services 37 customer relationships.

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Overall borrowings declined $50.9 million or 28.3% from September 30, 2023.  Total borrowings at December 31, 2023 were $129.0 million, including $2.3 million in Federal Reserve Paycheck Protection Program Liquidity Facility advances, with a weighted average rate and term of 3.59% and 31 months, respectively.  At December 31, 2023 and September 30, 2023, the Company had $126.7 million of term FHLB advances outstanding.  The Company had $49.0 million of FHLB overnight borrowings outstanding at September 30, 2023 and none at December 31, 2023.  The Company utilizes a number of strategies to manage interest rate risk, including interest rate swap agreements which currently provide a benefit to net interest income.

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Stockholders’ equity was $184.8 million at December 31, 2023 compared to $185.9 million at September 30, 2023.  The $1.1 million decrease was primarily due to an increase of $1.1 million in accumulated other comprehensive loss and a decrease of $0.1 million in retained earnings.  The decrease in retained earnings was due primarily to a $4.0 million, or $3.2 million net of tax, one-time adjustment related to the implementation of the CECL accounting standard on October 1, 2023 and $0.7 million of dividends declared, which was offset by net income of $3.8 million for the quarter ended December 31, 2023.  The CECL adjustment included $4.1 million additional allowance for credit losses on the loan portfolio and a $0.1 million reduction of allowance for credit losses on unfunded commitments.  There was no adjustment recognized related to the securities portfolio.  The accumulated other comprehensive loss at December 31, 2023 was 1.33% of total equity and was comprised of a $1.5 million after tax net unrealized loss on the investment portfolio and a $1.0 million after tax net unrealized loss on derivatives.

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Loan Portfolio Growth, Asset Quality and Allowance for Credit Losses

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On a linked quarter basis, the Company exhibited net loan growth of $82.6 million, a 17.6% increase on an annualized basis.  For the twelve months ended December 31, 2023, the Bank’s loan portfolio grew to $1.96 billion, for an increase of 12.0%.  Year over year growth was concentrated primarily in residential, SBA and C&I loans.  At December 31, 2023, the Company’s residential loan portfolio (including home equity) amounted to $714.8 million, with an average loan balance of $488 thousand and a weighted average loan-to-value ratio of 57%.  Commercial real estate and multifamily loans totaled $1.13 billion at December 31, 2023, with an average loan balance of $1.5 million and a weighted average loan-to-value ratio of 60%.  The Company’s commercial real estate concentration ratio decreased to 432% of capital at December 31, 2023 versus 448% of capital at September 30, 2023, with loans secured by office space accounting for 2.4% of the total loan portfolio and totaling $47.8 million.  The Company’s loan pipeline at December 31, 2023 is approximately $272 million, with approximately 93% being niche-residential, conventional C&I and SBA and USDA lending opportunities.  

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Historically, the Bank has generated additional income by strategically originating and selling residential and government guaranteed loans to other financial institutions at premiums, while also retaining servicing rights in some sales.  However, due to the pace of interest rate increases since 2022, the Bank’s secondary market sale activity for residential loans remains less active, and the Bank continues originating residential loans for its own portfolio.  During the quarter ended December 31, 2023 and 2022, the Company sold SBA loans of $29.7 million and $8.0 million, respectively and recorded gain on sale of loans held-for-sale of $2.3 million and $0.6 million.  

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The Bank’s asset quality ratios remain strong and among the best in its peer group of community banks.  At December 31, 2023, the Company reported $14.5 million in non-performing loans which represented 0.74% of total loans outstanding.  Of the non-performing loans, $8.2 million are legacy Savoy Bank originated loans that were either written down to fair value at the acquisition date or are 100% guaranteed by the SBA.  Non-performing loans were $15.1 million at September 30, 2023.  In October 2023, a $1.1 million non-performing non-owner occupied residential loan paid in full.  During the fourth calendar quarter of 2023, the Bank recorded a provision for credit losses expense of $0.2 million.  The December 31, 2023, allowance for credit losses balance was $19.7 million versus $14.7 million at September 30, 2023.  The increase in the allowance for credit losses on loans is mostly attributable to the $4.1 million adjustment made upon adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), and additional provisioning related to increased loan volume.  The allowance for credit losses as a percent of total loans was 1.00% at December 31, 2023 versus 0.78% at September 30, 2023.

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Net Interest Margin

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The Bank’s net interest margin increased to 2.40% for the quarter ended December 31, 2023 from 2.29% in the September 30, 2023 quarter.  The increase from the prior linked quarter was primarily related to the increase in the average yield on loans and decrease in the average cost of borrowings, partially offset by the increase in the average cost of deposits.  The Bank’s net interest margin was 3.49% in the December 31, 2022 quarter.  The decrease from the prior year quarter was primarily related to the increase in the total cost of funds, partially offset by the increase in the average yield on loans and to a lesser extent, the Company’s decision to increase liquidity as a result of the recent industry events.  The year over year margin compression reflects the effects of the rapid and significant rise in interest rates and the competitive deposit environment.  We believe the Company is well positioned for the favorable interest rate environment anticipated by economic forecasts.

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Fiscal Year Change

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In October 2023, the Company’s Board of Directors approved a change in the Company’s fiscal year end from September 30 to December 31.  Accordingly, the Company is reporting a transition quarter that runs from October 1, 2023 through December 31, 2023.  The Company’s next full fiscal year began on January 1, 2024. This change will help our shareholders in reviewing our financial results and evaluating our performance. The change in the Company’s fiscal year had no impact on the Company’s historical consolidated financial position, results of operations, or cash flows.

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About Hanover Community Bank and Hanover Bancorp, Inc.

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Hanover Bancorp, Inc. (NASDAQ: HNVR), is the bank holding company for Hanover Community Bank, a community commercial bank focusing on highly personalized and efficient services and products responsive to client needs.  Management and the Board of Directors are comprised of a select group of successful local businesspeople who are committed to the success of the Bank by knowing and understanding the metro-New York area’s financial needs and opportunities.  Backed by state-of-the-art technology, Hanover offers a full range of financial services.  Hanover employs a complete suite of consumer, commercial, and municipal banking products and services, including multi-family and commercial mortgages, residential loans, business loans and lines of credit.  Hanover also offers its customers access to 24-hour ATM service with no fees attached, free checking with interest, telephone banking, advanced technologies in mobile and internet banking for our consumer and business customers, safe deposit boxes and much more.  The Company’s corporate administrative office is located in Mineola, New York where it also operates a full-service branch office along with additional branch locations in Garden City Park, Hauppauge, Forest Hills, Flushing, Sunset Park, Rockefeller Center and Chinatown, New York, and Freehold, New Jersey.

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Hanover Community Bank is a member of the Federal Deposit Insurance Corporation and is an Equal Housing/Equal Opportunity Lender.  For further information, call (516) 548-8500 or visit the Bank’s website at www.hanoverbank.com.

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Non-GAAP Disclosure

This discussion includes non-GAAP financial measures, including the Company’s adjusted net income, adjusted returns on average assets and shareholders’ equity, adjusted operating efficiency ratio, and tangible common equity.  A non-GAAP financial measure is a numerical measure of historical or future performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).  The Company’s management believes that the presentation of non-GAAP financial measures provides both management and investors with a greater understanding of the Company’s operating results and trends in addition to the results measured in accordance with GAAP, and provides greater comparability across time periods.  While management uses non-GAAP financial measures in its analysis of the Company’s performance, this information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with U.S. GAAP or considered to be more important than financial results determined in accordance with U.S. GAAP.  The Company’s non-GAAP financial measures may not be comparable to similarly titled measures used by other financial institutions.

With respect to the calculations of adjusted net income and adjusted operating efficiency ratio for the periods presented in this discussion, reconciliations to the most comparable U.S. GAAP measures are provided in the tables that follow.

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Forward-Looking Statements

This release may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and may be identified by the use of such words as "may," "believe," "expect," "anticipate," "should," "plan," "estimate," "predict," "continue," and "potential" or the negative of these terms or other comparable terminology.  Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Hanover Bancorp, Inc.  Any or all of the forward-looking statements in this release and in any other public statements made by Hanover Bancorp, Inc. may turn out to be incorrect.  They can be affected by inaccurate assumptions that Hanover Bancorp, Inc. might make or by known or unknown risks and uncertainties, including those discussed in our Annual Report on Form 10-K under Item 1A - Risk Factors, as updated by our subsequent filings with the Securities and Exchange Commission.  Further, the adverse effect of the COVID-19 pandemic on the Company, its customers, and the communities where it operates may adversely affect the Company’s business, results of operations and financial condition for an indefinite period of time.  Consequently, no forward-looking statement can be guaranteed.  Hanover Bancorp, Inc. does not intend to update any of the forward-looking statements after the date of this release or to conform these statements to actual events.

This release does not constitute an offer of any securities for sale.

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HANOVER BANCORP, INC.

STATEMENTS OF CONDITION (unaudited)

(dollars in thousands)

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HANOVER BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(dollars in thousands, except per share data)

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Note: Prior period information has been adjusted to conform to current period presentation.

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HANOVER BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

QUARTERLY TREND

(dollars in thousands, except per share data)

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Note: Prior period information has been adjusted to conform to current period presentation.

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HANOVER BANCORP, INC.

CONSOLIDATED NON-GAAP FINANCIAL INFORMATION ⁽¹⁾ (unaudited)

(dollars in thousands, except per share data)

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HANOVER BANCORP, INC.

SELECTED FINANCIAL DATA (unaudited)

(dollars in thousands)

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HANOVER BANCORP, INC.

SELECTED FINANCIAL DATA (unaudited)

(dollars in thousands, except share and per share data)

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Note: Prior period information has been adjusted to conform to current period presentation.

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HANOVER BANCORP, INC.

STATISTICAL SUMMARY

QUARTERLY TREND

(unaudited, dollars in thousands, except share data)

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