Hanover Bancorp, Inc. /NY0001828588false00018285882022-10-262022-10-26

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): October 26, 2022

HANOVER BANCORP, INC.

(Exact name of registrant as specified in its charter)

New York

001-41384

81-3324480

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

80 East Jericho Turnpike, Mineola, New York

11501

(Address of principal executive offices)

(Zip Code)

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

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:

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

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

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

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

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

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock

HNVR

NASDAQ

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.

ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 26, 2022, the Company announced its earnings for the period ended September 30, 2022.

The press release issued by the Company on October 26, 2022 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.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit
Number

     

Description

Exhibit 99.1

Press release issued by the Company on October 26, 2022

Exhibit 104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURE

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.

HANOVER BANCORP, INC.

Date: October 26, 2022

By:

/s/ Lance P. Burke

Lance P. Burke

Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

Exhibit 99.1

Graphic

FOR IMMEDIATE RELEASE

Investor and Press Contacts:

Brian K. Finneran

President

Lance P. Burke

Chief Financial Officer

(516) 548-8500

Hanover Bancorp, Inc. Reports Earnings

for the Third Calendar Quarter and Fiscal Year 2022

and Declares $0.10 Quarterly Cash Dividend

Third Calendar Quarter and Fiscal Year Performance Highlights

Net Income: Net income for the quarter ended September 30, 2022 totaled $5.8 million or $0.79 per diluted common share, versus $7.1 million or $1.25 per diluted common share in the same period a year ago. Excluding the impact of net purchase accounting accretion, the Company’s net income was $5.4 million or $0.74 per diluted common share in the quarter ended September 30, 2022 versus net income of $4.4 million or $0.79 per diluted common share in the comparable 2021 quarter. In connection with the Company’s initial public offering in May 2022, average common shares outstanding increased to 7,287,622 in the 2022 period from 5,559,818 in the comparable period of 2021. The Company recorded net income for the fiscal year ended September 30, 2022 of $23.6 million or $3.68 per diluted common share, compared to $10.9 million or $2.28 per diluted common share in the comparable 2021 fiscal year. The Company recorded adjusted (non-GAAP) net income (primarily excluding merger-related charges) of $23.8 million or $3.71 per diluted common share for the fiscal year ended September 30, 2022, versus adjusted (non-GAAP) net income of $14.4 million or $3.02 per diluted common share in the comparable 2021 fiscal year.
Pre-Provision Net Revenue: Pre-provision net revenue was $9.6 million or 2.28% of average assets for the quarter ended September 30, 2022 versus $9.9 million or 2.64% of average assets in the comparable 2021 quarter and $7.9 million or 2.09% of average assets in the prior linked quarter of 2022.
Quarterly Cash Dividend: The Company’s Board of Directors approved a $0.10 per common share cash dividend payable on November 15, 2022 to stockholders of record on November 8, 2022.
Financial Performance Metrics: Returns on average total assets and average stockholders’ equity were 1.39% and 13.45%, respectively, in the quarter ended September 30, 2022, versus 1.88% and 23.45% in the comparable 2021 period. Adjusted (non-GAAP) returns on average total assets and average stockholders’ equity (primarily excluding merger-related charges) were 1.39% and 13.45%, respectively, in the quarter ended September 30, 2022, versus 1.92% and 23.95% in the comparable 2021 period. The Company’s return on average tangible common equity was 15.18% in the quarter ended September 30, 2022.


Net Interest Income: Net interest income was $16.4 million for the quarter ended September 30, 2022, an increase of $291 thousand, or 1.8%, versus the comparable 2021 quarter, and an increase of $1.6 million, or 10.8% versus the prior linked quarter of 2022.
Net Interest Margin: The Company’s net interest margin during the quarter ended September 30, 2022 was 4.04% versus 4.05% in the quarter ended June 30, 2022 and 4.51% in the quarter ended September 30, 2021. Excluding the impact of net purchase accounting accretion, the Company’s net interest margin was 3.93% in the quarter ended September 30, 2022, 3.94% in the quarter ended June 30, 2022 and 3.76% in the quarter ended September 30, 2021.
Balance Sheet: Assets totaled $1.84 billion at September 30, 2022 versus $1.61 billion at June 30, 2022 and $1.48 billion at September 30, 2021.
Capital Strength: The Bank’s Tier 1 leverage ratio was 10.90% and its Total Risk-Based capital ratio was 16.32% at September 30, 2022, each significantly above the regulatory minimums for a well-capitalized institution. The Company’s Tangible Common Equity ratio was 8.41% at September 30, 2022, 9.29% at June 30, 2022, and 7.02% at September 30, 2021.
Tangible Book Value Per Share: Tangible book value per common share increased to $21.00 at September 30, 2022 from $20.26 at June 30, 2022 and $18.49 at September 30, 2021.
Strong Lending Activity: On a linked quarter basis, the Company exhibited net loan growth, excluding Paycheck Protection Program (“PPP”) loans, of $217.9 million, a 62.5% increase on an annualized basis. At September 30, 2022, the Company’s loan pipeline was approximately $315 million.

Mineola, NY – October 26, 2022 – Hanover Bancorp, Inc. (“Hanover” or “the Company” – NASDAQ: HNVR), the holding company for Hanover Community Bank (“the Bank”), today reported significant performance achievements for the quarter ended September 30, 2022 highlighted by strong loan growth in addition to record levels of assets, loans, deposits, net interest income and tangible book value per common share. Further, the Company’s Board of Directors approved the payment of a $0.10 per common share cash dividend payable on November 15, 2022 to stockholders of record on November 8, 2022. This is the Company’s fourth consecutive cash dividend.

Earnings Summary for the Quarter Ended September 30, 2022

The Company reported net income for the quarter ended September 30, 2022 of $5.8 million or $0.79 per diluted common share, versus $7.1 million or $1.25 per diluted common share in the comparable year ago period, representing a decrease of $1.2 million or 17.5%. Excluding the impact of net purchase accounting accretion, the Company’s net income was $5.4 million or $0.74 per diluted common share in the quarter ended September 30, 2022 versus net income of $4.4 million or $0.79 per diluted common share in the comparable 2021 period. Returns on average assets and average stockholders’ equity were 1.39% and 13.45%, respectively, in the quarter ended September 30, 2022, versus 1.88% and 23.45% in the comparable 2021 quarter. Adjusted (non-GAAP) returns on average total assets and average stockholders’ equity were 1.39% and 13.45%, respectively, in the quarter ended September 30, 2022, versus 1.92% and 23.95% in the comparable 2021 period.

The decline in net income recorded in the third calendar quarter of 2022 versus the comparable 2021 quarter resulted primarily from an increase in the provision for loan losses expense due to growth in the loan portfolio in the third calendar quarter of 2022, an increase in other operating expenses and a decrease in purchase accounting accretion.

2


Earnings Summary for the Fiscal Year Ended September 30, 2022

For the fiscal year ended September 30, 2022, the Company reported net income of $23.6 million or $3.68 per diluted common share versus $10.9 million or $2.28 per diluted common share a year ago. The Company recorded adjusted (non-GAAP) net income (primarily excluding merger-related charges) of $23.8 million or $3.71 per diluted common share for the fiscal year ended September 30, 2022, versus adjusted (non-GAAP) net income of $14.4 million or $3.02 per diluted common share in the comparable 2021 fiscal year.

The improved level of earnings in 2022 resulted from a $19.5 million or 46.9% increase in net interest income, principally due to growth in average interest-earning assets of $416.8 million coupled with a 21 basis point widening of the Company’s net interest margin to 4.18% in the fiscal year ended September 30, 2022, and a $5.5 million increase in non-interest income, primarily from gains on the sale of loans held for sale and loan servicing and fee income. Partially offsetting these positive factors was a $3.5 million increase in the provision for loan losses expense due to growth in the loan portfolio, and a $5.2 million increase in total operating expenses, principally resulting from growth in compensation and benefits related to increased headcount. The increase in headcount has resulted from several factors including organic growth, the need to create the infrastructure required for a public reporting company, the opportunistic addition of experienced executives to implement new product initiatives such as expanded commercial real estate and commercial and industrial lending, and an increase in personnel from the May 2021 acquisition of Savoy. The effective tax rate was 22.8% in each of 2022 and 2021.

Michael P. Puorro, Chairman and Chief Executive Officer, commented on the Company’s quarterly results: “We again demonstrated solid operating results across the board during the third calendar quarter of 2022 - our second as a publicly traded company. Strong organic growth in loans and deposits yielded net income of $5.8 million, earnings per diluted common share of $0.79, and returns on average assets and average stockholders’ equity of 1.39% and 13.45%, respectively, and most importantly, continued growth in tangible book value per common share to $21.00 during the quarter ended September 30, 2022, an increase of 13.6% versus the comparable 2021 date. Our operating efficiency ratio during the quarter was 48.0%, an excellent ratio for a high-growth company. These financial performance metrics place us in the upper echelon of our community bank peer group. We have shown that we possess the ability to build our earning asset base across multiple highly profitable operating verticals funded by strong deposit generating businesses. We are confident that our Freehold branch and our planned Hauppauge location, projected to open in the first quarter of 2023, will each meaningfully contribute to future commercial and industrial and SBA loan growth and low-cost core deposit expansion.”

Balance Sheet Highlights

Total assets at September 30, 2022 were $1.84 billion versus $1.48 billion at September 30, 2021. Total deposits at September 30, 2022 increased to $1.53 billion compared to $1.16 billion at September 30, 2021, the result of growth in core deposits (Demand, N.O.W., Savings and Money Market) of $402.2 million (51.1%) from September 30, 2021.

The Company had $416.9 million in total municipal deposits at September 30, 2022, at a weighted average rate of 1.19% versus $350.5 million at September 30, 2021. 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 significantly lower than both consumer deposits and market-based borrowings.

Total borrowings at September 30, 2022 were $101.8 million with a weighted average rate and term of 2.29% and 11 months, respectively. At September 30, 2022, the Bank had $37.8 million of term FHLB advances outstanding versus $42.0 million at September 30, 2021. At September 30, 2022, the Company had $55.0 million in FHLB overnight borrowings outstanding at a rate of 3.29%. There were no overnight borrowings outstanding at September 30, 2021. The Company’s Paycheck Protection Program Liquidity Facility advances declined to $9.0 million at September 30, 2022, versus $117.7 million at the comparable 2021 date, as the Company’s PPP loans were forgiven or repaid. The Company also had $183.6 million in additional borrowing capacity from the FHLB at September 30, 2022, and $65 million in Federal funds lines of credit available from correspondent banks.

3


Stockholders’ equity increased to $172.6 million at September 30, 2022 from $122.5 million at September 30, 2021, resulting in an increase in tangible book value per share over the past twelve months to $21.00 at September 30, 2022 from $18.49 at the comparable 2021 date. This increase was primarily due to a $27.7 million increase in common stock and surplus from the net proceeds from the public offering of our common stock in May 2022, coupled with net income earned during fiscal year 2022. Common shares outstanding were 7,285,648 and 5,563,426 at September 30, 2022, and 2021, respectively.

Loan Portfolio Growth and Allowance for Loan Losses

On a linked quarter basis, the Company exhibited net loan growth, excluding PPP loans, of $217.9 million, a 62.5% increase on an annualized basis. For the twelve months ended September 30, 2022, the Bank’s loan portfolio grew to $1.62 billion. Year over year growth was concentrated primarily in multi-family, commercial real estate and residential loans. At September 30, 2022, the Company’s residential loan portfolio (including home equity) amounted to $516.3 million, with an average loan balance of $484 thousand and a weighted average loan-to-value ratio of 56%. Commercial real estate and multifamily loans totaled $1.06 billion at September 30, 2022, with an average loan balance of $1.45 million and a weighted average loan-to-value ratio of 61%. The Company’s commercial real estate concentration ratio was 453% of capital at September 30, 2022 versus 355% of capital at September 30, 2021. At September 30, 2022, the Company’s loan pipeline was approximately $315 million.

Historically, the Bank has generated additional income by strategically originating and selling its primary lending products to other financial institutions at premiums, while also retaining servicing rights in some sales. The Bank expects that it will continue to originate loans, for its own portfolio and for sale, which will result in continued growth in interest income while also realizing gains on sale of loans to others and recording servicing income. With respect to the Bank’s current residential growth strategy, management expects to originate more loans to retain in its portfolio as opposed to selling into the secondary market due to the continued projected increase in interest rates. Accordingly, we continue to expect a decrease in secondary market sales on a year-over-year basis in the current interest rate environment. During the quarter ended September 30, 2022, the Company sold $19.3 million in SBA loans and recorded gains on the sale of loans held-for-sale of $1.2 million. The Company recorded gains of $619 thousand on the sale of performing residential and SBA loans in the quarter ended September 30, 2021.

During the third calendar quarter of 2022, the Bank recorded a provision for loan losses expense of $2.1 million. The September 30, 2022, allowance for loan losses balance was $12.8 million versus $8.6 million at September 30, 2021. The allowance for loan losses as a percent of total loans was 0.79% at September 30, 2022 versus 0.69% at September 30, 2021. The allowance for loan losses as a percent of total loans excluding acquired loans (“originated loans”) was 0.94% at September 30, 2022. At September 30, 2022, non-performing loans totaled $13.5 million of which $9.7 million represented legacy Savoy originated loans that were either written down to fair value at the acquisition date or are 100% guaranteed by the SBA. The remaining $3.8 million of non-performing loans represent primarily Hanover originated residential credits with a weighted average loan-to-value ratio of 55%.

Net Interest Margin

The Bank’s net interest margin was 4.04% during the third calendar quarter of 2022 versus 4.51% in the comparable 2021 quarter and 4.05% in the linked 2022 quarter. Excluding the impact of net purchase accounting accretion, the Company’s net interest margin was 3.93% and 3.76% in the quarters ended September 30, 2022, and 2021, respectively, and 3.94% in the linked 2022 quarter.

Operating Efficiency Ratio

The Bank’s operating efficiency ratio was 48.0% in the third calendar quarter of 2022 versus 44.6% a year ago. Excluding merger-related charges in each year, these ratios were 48.0% and 43.5%, respectively, in the quarters ended September 30, 2022, and 2021.

4


Expansion into Suffolk County, Long Island

The Company’s recently announced plans to expand its geographic footprint with the opening of an office at 410 Motor Parkway, Hauppauge, New York, continues to move forward. Hanover plans to build its lending and support teams in Hauppauge with local banking talent and operate a full-service, high-tech branch. Lending and support staff have already joined the Company in anticipation of the opening of this flagship location. The Bank expects this site to be fully operational in late first calendar quarter of 2023.

5


About Hanover Community Bank and Hanover Bancorp, Inc.

Hanover Bancorp, Inc. (NASDAQ: HNVR), is a 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 businessmen and women 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, Forest Hills, Flushing, Sunset Park, Rockefeller Center and Chinatown, New York, and Freehold, New Jersey.

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.

Non-GAAP Disclosure

This discussion includes non-GAAP financial measures, including the Company’s adjusted operating earnings, adjusted net interest margin, adjusted returns on average assets and shareholders’ equity, and adjusted operating efficiency ratio. 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 operating net income, adjusted net interest income, adjusted net interest margin, 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.

6


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.

7


HANOVER BANCORP, INC.

STATEMENTS OF CONDITION (unaudited)

(dollars in thousands)

    

September 30, 

    

June 30,

    

September 30, 

2022

2022

2021

Assets

Cash and cash equivalents

$

149,947

$

133,974

$

166,544

Securities-available for sale, at fair value

12,285

6,740

7,747

Investments-held to maturity

4,414

4,509

8,611

Loans, net of deferred loan fees and costs

1,623,531

1,415,777

1,247,125

Less: allowance for loan losses

(12,844)

(10,886)

(8,552)

Loans, net

1,610,687

1,404,891

1,238,573

Goodwill

19,168

19,168

19,168

Premises & fixed assets

14,462

14,691

15,003

Other assets

29,095

25,784

28,995

Assets

$

1,840,058

$

1,609,757

$

1,484,641

Liabilities and stockholders’ equity

Core deposits

$

1,189,033

$

1,051,277

$

786,826

Time deposits

339,073

298,272

377,836

Total deposits

1,528,106

1,349,549

1,164,662

Borrowings

101,752

56,963

159,642

Subordinated debentures

24,568

24,554

24,513

Other liabilities

13,048

11,300

13,295

Liabilities

1,667,474

1,442,366

1,362,112

Stockholders’ equity

172,584

167,391

122,529

Liabilities and stockholders’ equity

$

1,840,058

$

1,609,757

$

1,484,641

8


HANOVER BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(dollars in thousands, except per share data)

Three Months Ended

Year Ended

    

9/30/2022

    

9/30/2021

    

9/30/2022

    

9/30/2021

Interest income

$

19,613

$

17,760

$

68,429

$

48,675

Interest expense

3,191

1,629

7,175

6,967

Net interest income

16,422

16,131

61,254

41,708

Provision for loan losses

2,050

700

4,450

1,000

Net interest income after provision for loan losses

14,372

15,431

56,804

40,708

Loan servicing and fee income

681

584

2,885

1,207

Service charges on deposit accounts

63

61

232

127

Gain on sale of loans held-for-sale

1,227

619

5,143

1,307

Gain on sale of investments

105

240

Other operating income

24

457

507

468

Non-interest income

1,995

1,721

8,872

3,349

Compensation and benefits

4,265

4,463

19,665

14,761

Occupancy and equipment

1,457

1,298

5,633

4,978

Data processing

496

346

1,629

1,280

Marketing and advertising

50

33

348

118

Acquisition costs

197

250

4,430

Professional fees

850

616

2,568

1,706

Other operating expenses

1,713

1,005

5,088

2,732

Non-interest expense

8,831

7,958

35,181

30,005

Income before income taxes

7,536

9,194

30,495

14,052

Income tax expense

1,712

2,138

6,939

3,201

Net income

$

5,824

$

7,056

$

23,556

$

10,851

Earnings per common share ("EPS"):

Basic

$

0.80

$

1.27

$

3.74

$

2.32

Diluted

$

0.79

$

1.25

$

3.68

$

2.28

Average common shares outstanding for basic EPS

7,287,622

5,559,818

6,302,328

4,669,009

Average common shares outstanding for diluted EPS

7,380,638

5,649,048

6,395,305

4,758,669

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

9


HANOVER BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

QUARTERLY TREND

(dollars in thousands, except per share data)

Three Months Ended

    

9/30/2022

    

6/30/2022

    

3/31/2022

    

12/31/2021

    

9/30/2021

Interest income

$

19,613

$

16,259

$

15,941

$

16,616

$

17,760

Interest expense

3,191

1,439

1,197

1,347

1,629

Net interest income

16,422

14,820

14,744

15,269

16,131

Provision for loan losses

2,050

1,000

500

900

700

Net interest income after provision for loan losses

14,372

13,820

14,244

14,369

15,431

Loan servicing and fee income

681

779

734

690

584

Service charges on deposit accounts

63

60

46

63

61

Gain on sale of loans held-for-sale

1,227

849

1,575

1,492

619

Gain on sale of investments

105

Other operating income

24

140

212

130

457

Non-interest income

1,995

1,828

2,672

2,375

1,721

Compensation and benefits

4,265

4,843

5,618

4,939

4,463

Occupancy and equipment

1,457

1,394

1,370

1,413

1,298

Data processing

496

374

392

366

346

Marketing and advertising

50

112

153

33

33

Acquisition costs

250

197

Professional fees

850

579

640

499

616

Other operating expenses

1,713

1,178

1,184

1,014

1,005

Non-interest expense

8,831

8,730

9,357

8,264

7,958

Income before income taxes

7,536

6,918

7,559

8,480

9,194

Income tax expense

1,712

1,585

1,699

1,943

2,138

Net income

$

5,824

$

5,333

$

5,860

$

6,537

$

7,056

Earnings per common share ("EPS"):

Basic

$

0.80

$

0.81

$

1.02

$

1.18

$

1.27

Diluted

$

0.79

$

0.80

$

1.00

$

1.16

$

1.25

Average common shares outstanding for basic EPS

7,287,622

6,596,505

5,753,513

5,562,939

5,559,818

Average common shares outstanding for diluted EPS

7,380,638

6,695,567

5,849,842

5,658,428

5,649,048

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

10


HANOVER BANCORP, INC.

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

(dollars in thousands, except per share data)

    

Three Months Ended

    

Year Ended

    

9/30/2022

    

9/30/2021

    

9/30/2022

    

9/30/2021

ADJUSTED NET INCOME:

Net income, as reported

$

5,824

$

7,056

$

23,556

$

10,851

Adjustments:

Merger-related expenses

197

250

4,430

Debt extinguishment charges

54

Total adjustments, before income taxes

197

250

4,484

Adjustment for reported effective income tax rate

46

53

978

Total adjustments, after income taxes

151

197

3,506

Adjusted net income

$

5,824

$

7,207

$

23,753

$

14,357

Basic earnings per share - adjusted

$

0.80

$

1.30

$

3.77

$

3.07

Diluted earnings per share - adjusted

$

0.79

$

1.28

$

3.71

$

3.02

ADJUSTED NET INTEREST INCOME:

Net interest income, as reported

$

16,422

$

16,131

$

61,254

$

41,708

Adjustments:

Debt extinguishment charges

54

Adjusted net interest income

$

16,422

$

16,131

$

61,254

$

41,762

ADJUSTED NET INTEREST MARGIN:

Net interest margin, as reported

4.04

%

4.51

%

4.18

%

3.97

%

Adjustments:

Debt extinguishment charges

%

0.01

%

Adjusted net interest margin

4.04

%

4.51

%

4.18

%

3.98

%

ADJUSTED OPERATING EFFICIENCY RATIO(2):

Operating efficiency ratio, as reported

47.95

%

44.58

%

50.25

%

66.95

%

Adjustments:

Merger-related expenses

%

(1.10)

%

(0.36)

%

(9.87)

%

Debt extinguishment charges

(0.08)

%

Adjusted operating efficiency ratio

47.95

%

43.48

%

49.89

%

57.00

%

ADJUSTED RETURN ON AVERAGE ASSETS

1.39

%

1.92

%

1.56

%

1.31

%

ADJUSTED RETURN ON AVERAGE EQUITY

13.45

%

23.95

%

16.27

%

15.26

%


(1)A non-GAAP financial measure is a numerical measure of historical or future financial 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 the presentation of non-GAAP financial measures provide investors with a greater understanding of the Company’s operating results in addition to the results measured in accordance with U.S. GAAP. While management uses non-GAAP measures in its analysis of the Company’s performance, this information should not be viewed as a substitute for financial results determined in accordance with U.S. GAAP or considered to be more important than financial results determined in accordance with U.S. GAAP.

(2)Excludes gain on sale of securities available for sale.

11


HANOVER BANCORP, INC.

SELECTED FINANCIAL DATA (unaudited)

(dollars in thousands)

Three Months Ended

Year Ended

    

9/30/2022

    

9/30/2021

    

9/30/2022

    

9/30/2021

Profitability:

Return on average assets

1.39

%

1.88

%

1.55

%

0.99

%

Return on average equity

13.45

%

23.45

%

16.14

%

11.53

%

Return on average tangible equity

15.18

%

27.76

%

18.64

%

12.56

%

Pre-provision net revenue to average assets

2.28

%

2.64

%

2.30

%

1.38

%

Yield on average interest-earning assets

4.82

%

4.97

%

4.66

%

4.63

%

Cost of average interest-bearing liabilities

1.01

%

0.55

%

0.62

%

0.81

%

Net interest rate spread (1)

3.81

%

4.42

%

4.04

%

3.82

%

Net interest margin (2)

4.04

%

4.51

%

4.18

%

3.97

%

Non-interest expense to average assets

2.10

%

2.12

%

2.31

%

2.75

%

Operating efficiency ratio (3)

47.95

%

44.58

%

50.25

%

66.95

%

Average balances:

Interest-earning assets

$

1,613,481

$

1,419,148

$

1,467,079

$

1,050,259

Interest-bearing liabilities

1,257,504

1,174,266

1,157,387

859,803

Loans

1,523,936

1,277,091

1,344,369

934,066

Deposits

1,407,629

1,128,956

1,256,976

843,009

Borrowings

74,725

225,929

106,895

145,334


(1)Represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(2)Represents net interest income divided by average interest-earning assets.
(3)Excludes gain on sale of securities available for sale.

12


HANOVER BANCORP, INC.

SELECTED FINANCIAL DATA (unaudited)

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

At or For the Three Months Ended

    

9/30/2022

    

6/30/2022

    

3/31/2022

    

12/31/2021

Asset quality:

Provision for loan losses

$

2,050

$

1,000

$

500

$

900

Net (charge-offs)/recoveries

(92)

(66)

Allowance for loan losses

12,844

10,886

9,886

9,386

Allowance for loan losses to total loans (1)

0.79

%

0.77

%

0.77

%

0.73

%

Allowance for loan losses to originated loans (1)(5)

0.94

%

1.00

%

1.04

%

1.08

%

Non-performing loans (2)(3)(4)

$

13,512

$

13,729

$

11,953

$

8,616

Non-performing loans/total loans

0.83

%

0.97

%

0.93

%

0.67

%

Non-performing loans/total assets

0.73

%

0.85

%

0.81

%

0.59

%

Allowance for loan losses/non-performing loans

95.06

%

79.29

%

82.71

%

108.94

%

Capital (Bank only):

Tier 1 Capital

$

178,340

$

171,753

$

139,959

$

132,006

Tier 1 leverage ratio

10.90

%

11.64

%

10.06

%

9.92

%

Common equity tier 1 capital ratio

15.21

%

16.27

%

14.76

%

14.44

%

Tier 1 risk based capital ratio

15.21

%

16.27

%

14.76

%

14.44

%

Total risk based capital ratio

16.32

%

17.32

%

15.85

%

15.52

%

Equity data:

Common shares outstanding

7,285,648

7,296,624

5,829,569

5,562,799

Stockholders’ equity

$

172,584

$

167,391

$

134,768

$

129,379

Book value per common share

23.69

22.94

23.12

23.26

Tangible common equity

153,017

147,805

115,162

109,752

Tangible book value per common share

21.00

20.26

19.75

19.73

Tangible common equity (“TCE”) ratio

8.41

%

9.29

%

7.90

%

7.63

%


(1)Calculation excludes loans held for sale.
(2)Includes $1.2 million of Purchased Credit Impaired loans 90 days past due and still accruing and $0.2 million of loans fully guaranteed by the SBA at 9/30/22 and 6/30/22.
(3)Includes $1.5 million of Purchased Credit Impaired loans 90 days past due and still accruing and $0.5 million of loans fully guaranteed by the SBA at 3/31/22.
(4)Includes $2.5 million of Purchased Credit Impaired loans 90 days past due and still accruing and $0.5 million of loans fully guaranteed by the SBA at 12/31/21.
(5)Calculation excludes acquired loans.

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

13


HANOVER BANCORP, INC.

STATISTICAL SUMMARY

QUARTERLY TREND

(unaudited,dollars in thousands, except share data)

    

9/30/2022

    

6/30/2022

    

3/31/2022

    

12/31/2021

Loan distribution (1):

Residential mortgages

$

488,692

$

407,328

$

400,686

$

411,664

Multifamily

575,061

479,366

389,262

358,831

Commercial real estate

485,891

447,618

402,780

372,282

Commercial & industrial

46,285

56,932

72,501

109,718

Home equity

27,566

24,520

23,810

24,908

Consumer

36

13

2

31

Total loans

$

1,623,531

$

1,415,777

$

1,289,041

$

1,277,434

Sequential quarter growth rate

14.67

%

9.83

%

0.91

%

2.43

%

Loans sold during the quarter

$

19,342

$

9,490

$

16,233

$

35,212

Funding distribution:

Demand

$

219,225

$

220,357

$

197,118

$

190,723

N.O.W.

582,457

542,391

508,841

437,920

Savings

128,927

104,826

65,530

58,526

Money market

258,424

183,703

172,506

162,699

Total core deposits

1,189,033

1,051,277

943,995

849,868

Time

339,073

298,272

286,247

326,883

Total deposits

1,528,106

1,349,549

1,230,242

1,176,751

Borrowings

101,752

56,963

75,823

113,274

Subordinated debentures

24,568

24,554

24,541

24,504

Total funding sources

$

1,654,426

$

1,431,066

$

1,330,606

$

1,314,529

Sequential quarter growth rate - total deposits

13.23

%

9.70

%

4.55

%

1.04

%

Period-end core deposits/total deposits ratio

77.81

%

77.90

%

76.73

%

72.22

%

Period-end demand deposits/total deposits ratio

14.35

%

16.33

%

16.02

%

16.21

%


(1)Excluding loans held for sale

14


HANOVER BANCORP, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (1) (unaudited)

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

    

9/30/2022

    

6/30/2022

    

3/31/2022

    

12/31/2021

    

9/30/2021

Tangible common equity

Total equity

$

172,584

$

167,391

$

134,768

$

129,379

$

122,529

Less: goodwill

(19,168)

(19,168)

(19,168)

(19,168)

(19,168)

Less: core deposit intangible

(399)

(418)

(438)

(459)

(480)

Tangible common equity

$

153,017

$

147,805

$

115,162

$

109,752

$

102,881

Tangible common equity (“TCE”) ratio

Tangible common equity

$

153,017

$

147,805

$

115,162

$

109,752

$

102,881

Total assets

1,840,058

1,609,757

1,476,681

1,458,180

1,484,641

Less: goodwill

(19,168)

(19,168)

(19,168)

(19,168)

(19,168)

Less: core deposit intangible

(399)

(418)

(438)

(459)

(480)

Tangible assets

$

1,820,491

$

1,590,171

$

1,457,075

$

1,438,553

$

1,464,993

TCE ratio

8.41

%

9.29

%

7.90

%

7.63

%

7.02

%

Tangible book value per share

Tangible common equity

$

153,017

$

147,805

$

115,162

$

109,752

$

102,881

Common shares outstanding

7,285,648

7,296,624

5,829,569

5,562,799

5,563,426

Tangible book value per share

$

21.00

$

20.26

$

19.75

$

19.73

$

18.49


(1)A non-GAAP financial measure is a numerical measure of historical or future financial 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 the presentation of non-GAAP financial measures provide investors with a greater understanding of the Company’s operating results in addition to the results measured in accordance with U.S. GAAP. While management uses non-GAAP measures in its analysis of the Company’s performance, this information should not be viewed as a substitute for financial results determined in accordance with U.S. GAAP or considered to be more important than financial results determined in accordance with U.S. GAAP.

15


HANOVER BANCORP, INC.

NET INTEREST INCOME ANALYSIS

For the Three Months Ended September 30, 2022 and 2021

(unaudited, dollars in thousands)

2022

2021

Average

Average

Average

Average

    

Balance

    

Interest

    

Rate

    

Balance

    

Interest

    

Rate

Assets:

Interest-earning assets:

Loans

$

1,523,936

$

19,033

4.96

%

$

1,277,091

$

17,496

5.44

%

Investment securities

13,171

126

3.80

%

16,526

162

3.89

%

Interest-earning cash

72,136

386

2.12

%

120,080

47

0.16

%

FHLB stock and other investments

4,238

68

6.37

%

5,451

55

4.00

%

Total interest-earning assets

1,613,481

19,613

4.82

%

1,419,148

17,760

4.97

%

Non interest-earning assets:

Cash and due from banks

9,945

18,494

Other assets

43,421

49,718

Total assets

$

1,666,847

$

1,487,360

Liabilities and stockholders’ equity:

Interest-bearing liabilities:

Savings, N.O.W. and money market deposits

$

863,551

$

1,876

0.86

%

$

523,257

$

360

0.27

%

Time deposits

319,228

889

1.10

%

425,080

693

0.65

%

Total savings and time deposits

1,182,779

2,765

0.93

%

948,337

1,053

0.44

%

Borrowings

50,165

92

0.73

%

201,425

249

0.49

%

Subordinated debentures

24,560

334

5.40

%

24,504

327

5.29

%

Total interest-bearing liabilities

1,257,504

3,191

1.01

%

1,174,266

1,629

0.55

%

Demand deposits

224,850

180,619

Other liabilities

12,730

13,096

Total liabilities

1,495,084

1,367,981

Stockholders’ equity

171,763

119,379

Total liabilities & stockholders’ equity

$

1,666,847

$

1,487,360

Net interest rate spread

3.81

%

4.42

%

Net interest income/margin

$

16,422

4.04

%

$

16,131

4.51

%

16


HANOVER BANCORP, INC.

NET INTEREST INCOME ANALYSIS

For the Fiscal Years Ended September 30, 2022 and 2021

(unaudited, dollars in thousands)

2022

2021

Average

Average

Average

Average

    

Balance

    

Interest

    

Rate

    

Balance

    

Interest

    

Rate

Assets:

Interest-earning assets:

Loans

$

1,344,369

$

67,005

4.98

%

$

934,066

$

47,685

5.11

%

Investment securities

12,788

484

3.78

%

16,845

685

4.07

%

Interest-earning cash

105,474

742

0.70

%

94,869

111

0.12

%

FHLB stock and other investments

4,448

198

4.45

%

4,479

194

4.33

%

Total interest-earning assets

1,467,079

68,429

4.66

%

1,050,259

48,675

4.63

%

Non interest-earning assets:

Cash and due from banks

9,164

9,674

Other assets

46,131

33,001

Total assets

$

1,522,374

$

1,092,934

Liabilities and stockholders’ equity:

Interest-bearing liabilities:

Savings, N.O.W. and money market deposits

$

737,057

$

3,166

0.43

%

$

333,996

$

903

0.27

%

Time deposits

313,435

2,209

0.70

%

380,473

3,822

1.00

%

Total savings and time deposits

1,050,492

5,375

0.51

%

714,469

4,725

0.66

%

Borrowings

82,362

469

0.57

%

121,246

955

0.79

%

Subordinated debentures

24,533

1,331

5.43

%

24,088

1,287

5.34

%

Total interest-bearing liabilities

1,157,387

7,175

0.62

%

859,803

6,967

0.81

%

Demand deposits

206,484

128,540

Other liabilities

12,526

10,519

Total liabilities

1,376,397

998,862

Stockholders’ equity

145,977

94,072

Total liabilities & stockholders’ equity

$

1,522,374

$

1,092,934

Net interest rate spread

4.04

%

3.82

%

Net interest income/margin

$

61,254

4.18

%

$

41,708

3.97

%

17