Hanover Bancorp, Inc. /NY0001828588false00018285882024-10-232024-10-23

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 23, 2024

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 23, 2024, the Company announced its earnings for the period ended September 30, 2024.

The press release issued by the Company on October 23, 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.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number

     

Description

Exhibit 99.1

Press release issued by the Company on October 23, 2024

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 23, 2024

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 Contact:

Lance P. Burke

Chief Financial Officer

(516) 548-8500

Hanover Bancorp, Inc. Reports Third Quarter 2024 Results and

Declares $0.10 Quarterly Cash Dividend

Third Quarter Performance Highlights

Net Income: Net income for the quarter ended September 30, 2024 totaled $3.5 million or $0.48 per diluted share (including Series A preferred shares).  Adjusted (non-GAAP) net income (excluding severance and retirement expenses) was $3.7 million or $0.50 per diluted share for the quarter ended September 30, 2024.
Record Non-interest Income: The Company reported record non-interest income of $4.0 million for the quarter ended September 30, 2024, an increase of $0.3 million or 9.17% from the quarter ended June 30, 2024 and $0.2 million or 6.66% from the quarter ended September 30, 2023.  
Net Interest Income: Net interest income was $13.1 million for the quarter ended September 30, 2024, an increase of $1.3 million, or 11.04% from the September 30, 2023 quarter.
Net Interest Margin: The Company’s net interest margin during the quarter ended September 30, 2024 increased to 2.37% from 2.29% in the quarter ended September 30, 2023.
Strong Liquidity Position: At September 30, 2024, undrawn liquidity sources, which include cash and unencumbered securities and secured and unsecured funding capacity, totaled $637.1 million or approximately 240% of uninsured deposit balances.
Deposit Activity: Core deposits, consisting of Demand, NOW, Savings and Money Market, increased $71.0 million or 5.14% from December 31, 2023.  Total deposits increased $52.9 million or 2.78% from December 31, 2023.  Insured and collateralized deposits, which include municipal deposits, accounted for approximately 86% of total deposits at September 30, 2024.
Loan Growth: Loans totaled $2.01 billion, a net increase of $48.6 million or 3.31% annualized, from December 31, 2023.  The Company’s commercial real estate concentration ratio continued to improve, decreasing to 397% of capital at September 30, 2024 from 432% of capital at December 31, 2023 and 448% of capital at September 30, 2023.  The Company continues to focus loan growth primarily in residential loan products originated for sale to specific buyers in the secondary market, C&I and SBA loans, which strategically enhances our management of liquidity and capital while producing additional non-interest income.


Asset Quality: At September 30, 2024, the Bank’s asset quality remained solid with non-performing loans totaling $15.5 million, representing 0.77% of the total loan portfolio, and the allowance for credit losses equaling 1.17% of total loans.  Loans secured by office space accounted for 2.27% of the total loan portfolio with a total balance of $45.5 million, of which less than 1% is located in Manhattan.  
Banking Initiatives: At September 30, 2024, the Company’s banking initiatives reflected continuing momentum:
oSBA & USDA Banking: Gains on sale of SBA loans totaled $2.4 million for the quarter ended September 30, 2024, representing a 63.83% increase over the comparable 2023 quarter.  Total SBA loans sold were $27.1 million for the quarter ended September 30, 2024, representing a 47.00% increase over the comparable 2023 quarter.  Premiums earned on the sale of SBA loans increased to 9.59% for the quarter ended September 30, 2024 from 8.66% for the quarter ended September 30, 2023.
oC&I Banking/Hauppauge Business Banking Center: The C&I Banking Team and the Hauppauge Business Banking Center increased deposits to $96.0 million as of September 30, 2024 from $36.1 million at September 30, 2023.  Loan originations tied to this office were $8 million during the quarter.  Momentum continues to build with current deposits of $105 million and deposit and C&I loan pipelines related to this office of $43 million and $104 million, respectively.
oResidential Lending: The Bank continues to originate loans for its portfolio while developing the flow origination program launched in late 2023.  Of the $27.3 million in closed loans originated in the quarter ended September 30, 2024, $7.4 million were originated for the Bank’s portfolio and reflected a weighted average yield of 7.59% before origination and other fees, which average 50-100 bps per loan, and a weighted average LTV of 61%.
Tangible Book Value Per Share: Tangible book value per share (including Series A preferred shares) was $23.28 at September 30, 2024 compared to $22.51 at December 31, 2023.  
Quarterly Cash Dividend: The Company’s Board of Directors approved a $0.10 per share cash dividend on both common and Series A preferred shares payable on November 13, 2024 to stockholders of record on November 6, 2024.
Port Jefferson Branch: The Company has received regulatory approval for the opening of a full-service branch in Port Jefferson, New York.  Business development staff have already joined the Company in anticipation of the opening of this location.  The Bank expects this site to be fully operational in the first quarter of 2025.

Mineola, NY – October 23, 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 September 30, 2024 and the declaration of a $0.10 per share cash dividend on both common and Series A preferred shares payable on November 13, 2024 to stockholders of record on November 6, 2024.

2


Earnings Summary for the Quarter Ended September 30, 2024

The Company reported net income for each of the quarters ended September 30, 2024 and 2023 of $3.5 million or $0.48 per diluted share (including Series A preferred shares).  The Company recorded adjusted (non-GAAP) net income (excluding severance and retirement expenses) of $3.7 million or $0.50 per diluted share in the quarter ended September 30, 2024, versus adjusted (non-GAAP) net income (excluding a litigation settlement payment) of $2.8 million or $0.38 per diluted share in the comparable 2023 quarter.  Returns on average assets, average stockholders’ equity and average tangible equity were 0.62%, 7.35% and 8.19%, respectively, for the quarter ended September 30, 2024, versus 0.66%, 7.58% and 8.47%, respectively, for the comparable quarter of 2023.  Adjusted (non-GAAP) returns, exclusive of severance and retirement expenses on average assets, average stockholders’ equity and average tangible equity were 0.65%, 7.69% and 8.56%, respectively, in the quarter ended September 30, 2024, versus 0.53%, 6.00% and 6.71%, respectively, in the comparable 2023 quarter, exclusive of a litigation settlement payment.  

While net interest income and non-interest income increased during the quarter ended September 30, 2024 compared to the September 30, 2023 quarter, this was offset by an increase in non-interest expenses, particularly compensation and benefits, resulting in flat earnings between these periods.  The increase in non-interest income is primarily related to the increase in the gain on sale of loans held-for-sale which was partially offset by a decrease in other operating income.  In the September 30, 2023 quarter, the Company settled ongoing litigation and received a settlement payment of $975 thousand which was recorded in other operating income.  Included in compensation and benefits expense in the third quarter of 2024 was expense related to additional staff for the SBA, C&I Banking and Operations teams and severance payments in August 2024 paid in connection with a loan personnel restructuring initiative.  These expenses were offset by lower incentive compensation expense resulting from reduced projected lending activity and lower deferred loan origination costs.

Net interest income was $13.1 million for the quarter ended September 30, 2024, an increase of $1.3 million, or 11.04%, versus the comparable 2023 quarter due to improvement of the Company’s net interest margin to 2.37% in the 2024 quarter from 2.29% in the comparable 2023 quarter.  The yield on interest earning assets increased to 6.17% in the 2024 quarter from 5.61% in the comparable 2023 quarter, an increase of 56 basis points that was partially offset by a 58 basis point increase in the cost of interest-bearing liabilities to 4.53% in 2024 from 3.95% in the third quarter of 2023.

Earnings Summary for the Nine Months Ended September 30, 2024

For the nine months ended September 30, 2024, the Company reported net income of $8.4 million or $1.14 per diluted share (including Series A preferred shares), versus $9.8 million or $1.33 per diluted share (including Series A preferred shares) in the comparable 2023 nine-month period.  The Company recorded adjusted (non-GAAP) net income (excluding severance and retirement expenses) of $8.6 million or $1.16 per diluted share for the nine months ended September 30, 2024, versus adjusted (non-GAAP) net income (excluding severance and retirement expenses and a litigation settlement payment) of $9.4 million or $1.27 per diluted share in the comparable 2023 nine-month period.

The decrease in net income recorded for the nine months ended September 30, 2024 from the comparable 2023 period resulted from an increase in the provision for credit losses and an increase in non-interest expense, which were partially offset by an increase in non-interest income, consisting primarily of gain on sale of loans held-for-sale.  The increase in non-interest expense was primarily attributed to additional staff for the SBA, C&I Banking and Operations teams.  The Company’s effective tax rate decreased to 24.50% for the nine months ended September 30, 2024 from 26.03% in the comparable 2023 period.

3


Net interest income was $39.3 million for the nine months ended September 30, 2024, a slight increase of $0.1 million, or 0.14% from the comparable 2023 period.  The Company’s net interest margin was 2.41% in the 2024 period and 2.65% in the comparable 2023 period.  The yield on interest earning assets increased to 6.14% in the 2024 period from 5.58% in the comparable 2023 period, an increase of 56 basis points that was offset by a 95 basis point increase in the cost of interest-bearing liabilities to 4.45% in 2024 from 3.50% in the comparable 2023 period due to the rapid and significant rise in interest rates.

Michael P. Puorro, Chairman and Chief Executive Officer, commented on the Company’s quarterly results: “We are pleased with third-quarter results, which reflect the benefits of our diversified revenue streams.  Strategic expansion of our C&I banking and government guaranteed lending  initiatives continue to deliver sustained results. The success of our Hauppauge Business Banking Center over the last 16 months has yielded exceptional results as evidenced by over $100 million in deposits.  Our investment in diversifying our residential lending activities from portfolio originations to including flow originations is gaining momentum.  The continued decline in interest rates forecast by many economists is expected to provide sustained net interest margin expansion over the near term,  having an anticipated positive impact on earnings.  We believe these factors, coupled with our commitment to efficiency across our organization, position us for continued growth and opportunity, particularly in a market with continued consolidation.  We continue to strategically seek opportunities to recruit talent and expand our footprint in the underserved Long Island community and wider New York City markets.”

Balance Sheet Highlights

Total assets at September 30, 2024 were $2.33 billion versus $2.27 billion at December 31, 2023.  Total securities available for sale at September 30, 2024 were $98.4 million, an increase of $36.9 million from December 31, 2023, primarily driven by growth in U.S. Treasury securities, corporate bonds and mortgage-backed securities.  

Total deposits at September 30, 2024 were $1.96 billion, an increase of $52.9 million or 2.78%, compared to $1.90 billion at December 31, 2023.  Our loan to deposit ratio was 102% at September 30, 2024 and 103% at December 31, 2023.

Although core deposits, comprised of Demand, NOW, Savings and Money Market, grew to $1.45 billion as of September 30, 2024 from $1.38 billion as of December 31, 2023, Demand deposit balances decreased from $207.8 million to $206.3 million during the same period.  This decrease was confined to deposits made by residential loan borrowers in anticipation of residential loan closings.  These funds comprise the equity residential borrowers are required to contribute to residential loan closings.  The volume of these deposits rise and fall in proportion to the volume of anticipated residential loan closings.  As the pace of residential lending increases, the volume of Demand deposits will increase accordingly.  Demand deposits, net of balances related to residential loan closings, grew to $181.8 million as of September 30, 2024 from $166.4 million as of December 31, 2023, an increase of 9.28%, underscoring the continued success of our C&I Banking vertical.

The Company had $366.2 million in total municipal deposits at September 30, 2024, at a weighted average rate of 4.24% versus $528.1 million at a weighted average rate of 4.62% at December 31, 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 39 customer relationships.

4


Total borrowings at September 30, 2024 were $125.8 million, with a weighted average rate and term of 4.25% and 22 months, respectively.  At September 30, 2024 and December 31, 2023, the Company had $107.8 million and $126.7 million, respectively, of term FHLB advances outstanding.  The Company had $18.0 million of FHLB overnight borrowings outstanding at September 30, 2024 and none at December 31, 2023.  At September 30, 2024 and December 31, 2023, the Company’s borrowings from the Federal Reserve’s Paycheck Protection Program Liquidity Facility (“PPPLF”) were $0 and $2.3 million, respectively.  The Company had no borrowings outstanding under lines of credit with correspondent banks at September 30, 2024 and 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.

Stockholders’ equity was $192.3 million at September 30, 2024 compared to $184.8 million at December 31, 2023.  The $7.5 million increase was primarily due to an increase of $6.2 million in retained earnings and a decrease of $0.3 million in accumulated other comprehensive loss.  The increase in retained earnings was due primarily to net income of $8.4 million for the nine months ended September 30, 2024, which was offset by $2.2 million of dividends declared.  The accumulated other comprehensive loss at September 30, 2024 was 1.10% of total equity and was comprised of a $1.0 million after tax net unrealized loss on the investment portfolio and a $1.1 million after tax net unrealized loss on derivatives.

Loan Portfolio

For the nine months ended September 30, 2024, the Bank’s loan portfolio grew to $2.01 billion, for an increase of $48.6 million or 3.31% annualized.  Growth was concentrated primarily in residential, SBA and C&I loans.  At September 30, 2024, the Company’s residential loan portfolio (including home equity) amounted to $745.9 million, with an average loan balance of $483 thousand and a weighted average loan-to-value ratio of 57%.  Commercial real estate and multifamily loans totaled $1.09 billion at September 30, 2024, with an average loan balance of $1.5 million and a weighted average loan-to-value ratio of 59%.  As will be discussed below, only approximately 37% of the multifamily portfolio is subject to rent regulation.  The Company’s commercial real estate concentration ratio continued to improve, decreasing to 397% of capital at September 30, 2024 from 432% of capital at December 31, 2023, with loans secured by office space accounting for 2.27% of the total loan portfolio and totaling $45.5 million.  The Company’s loan pipeline with executed term sheets at September 30, 2024 is approximately $142 million, with approximately 97% being niche-residential, conventional C&I and SBA and USDA lending opportunities.  

Historically, the Bank 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, with the rapid increases in interest rates in recent years, the appetite among the Bank’s purchasers of residential loans for acquiring pools of loans declined, eliminating the Bank’s ability to sell residential loans in its portfolio on desirable terms.  Commencing in late 2023, the Bank initiated development of a flow origination program under which the Bank originates individual loans for sale to specific buyers, thereby positioning the Bank to resume residential loan sales and generate fee income to complement sale premiums earned from the sale of the guaranteed portion of SBA loans.  During the quarter ended September 30, 2024, the Company sold $16.5 million of residential loans under this program and recorded gains on sale of loans held-for-sale of $0.4 million.  We expect the volume of activity to increase as the year progresses and our flow pipeline continues to build.  Because we continue to prioritize the management of liquidity and capital, new business development is largely focused on flow originations over portfolio growth.

The Bank’s investment in government guaranteed lending continues to yield results.  During the quarters ended September 30, 2024 and 2023, the Company sold approximately $27.1 million and $18.4 million, respectively, in the government guaranteed portion of SBA loans and recorded gains on sale of loans held-for-sale of $2.4 million and $1.5 million, respectively.

5


Commercial Real Estate Statistics

A significant portion of the Bank’s commercial real estate portfolio consists of loans secured by Multi-Family and CRE-Investor owned real estate that are predominantly subject to fixed interest rates for an initial period of 5 years.  The Bank’s exposure to Land/Construction loans is minor at $9.5 million, all at floating interest rates, and CRE-owner occupied loans have a sizable mix of floating rates.  As shown below, these two portfolios have only 11% combined of loans maturing through the balance of 2024 and 2025, with 55% maturing in 2027 alone.

Multi-Family Market Rent Portfolio Fixed Rate Reset/Maturity Schedule

Multi-Family Stabilized Rent Portfolio Fixed Rate Reset/Maturity Schedule

Calendar Period (loan data as of 9/30/24)

      

# Loans

  

Total O/S ($000's omitted)

  

Avg O/S ($000's omitted)

Avg Interest Rate

    

Calendar Period (loan data as of 9/30/24)

  

# Loans

Total O/S ($000's omitted)

   

Avg O/S ($000's omitted)

Avg Interest Rate

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

2024

3

$

1,861

$

620

7.07

%

2024

4

$

4,014

$

1,004

5.43

%

2025

9

15,977

1,775

4.16

%

2025

14

19,438

1,388

4.57

%

2026

36

119,170

3,310

3.66

%

2026

20

43,147

2,157

3.67

%

2027

72

178,368

2,477

4.31

%

2027

53

125,417

2,366

4.22

%

2028

18

29,980

1,666

6.16

%

2028

11

9,966

906

7.12

%

2029+

8

5,647

706

7.32

%

2029+

5

2,326

465

6.40

%

Fixed Rate

146

351,003

2,404

4.30

%

Fixed Rate

107

204,308

1,909

4.33

%

Floating Rate

3

457

152

9.56

%

Floating Rate

1

1,804

1,804

6.25

%

Total

149

$

351,460

$

2,359

4.32

%

Total

108

$

206,112

$

1,908

4.34

%

CRE Investor Portfolio Fixed Rate Reset/Maturity Schedule

Calendar Period (loan data as of 9/30/24)

      

# Loans

  

Total O/S ($000's omitted)

  

Avg O/S ($000's omitted)

Avg Interest Rate

  

 

  

 

  

 

  

 

  

2024

18

$

30,965

$

1,720

5.56

%

2025

27

18,259

676

5.11

%

2026

33

45,806

1,388

4.85

%

2027

87

149,261

1,716

4.75

%

2028

32

32,826

1,026

6.65

%

2029+

16

6,519

407

6.15

%

Fixed Rate

213

283,636

1,332

5.13

%

Floating Rate

3

12,368

4,123

8.80

%

Total CRE-Inv.

216

$

296,004

$

1,370

5.28

%

6


Rental breakdown of Multi-Family portfolio

The table below segments our portfolio of loans secured by Multi-Family properties based on rental terms and location.  As shown below, 63% of the combined portfolio is secured by properties subject to free market rental terms, the dominant tenant type, and both the Market Rent and Stabilized Rent segments of our portfolio present very similar average borrower profiles.  The portfolio is primarily located in the New York City boroughs of Brooklyn, the Bronx and Queens.

Multi-Family Loan Portfolio - Loans by Rent Type

Rent Type

      

# Notes

  

Outstanding Loan Balance

  

% of Total Multi-Family

Avg Loan Size

LTV

  

Current DSCR

Avg # of Units

 

  

 

($000's omitted)

 

($000's omitted)

 

  

 

  

Market

149

$

351,460

63

%

$

2,359

61.8

%

1.40

11

Location

Manhattan

7

$

17,911

3

%

$

2,559

52.0

%

1.63

15

Other NYC

94

$

246,140

44

%

$

2,619

61.5

%

1.39

10

Outside NYC

48

$

87,409

16

%

$

1,821

64.8

%

1.40

12

Stabilized

108

$

206,112

37

%

$

1,908

63.1

%

1.38

11

Location

Manhattan

7

$

10,892

2

%

$

1,556

53.5

%

1.49

15

Other NYC

89

$

176,115

32

%

$

1,979

63.5

%

1.38

11

Outside NYC

12

$

19,105

3

%

$

1,592

64.7

%

1.40

16

Office Property Exposure

The Bank’s exposure to the Office market is minor at $45 million (2% of all loans), has a 1.8x weighted average DSCR, a 54% weighted average LTV and less than $400 thousand of exposure in Manhattan.  The portfolio has no delinquencies, defaults or modifications.

Asset Quality and Allowance for Credit Losses

The Bank’s asset quality ratios remain solid.  At September 30, 2024, the Company reported $15.5 million in non-performing loans which represented 0.77% of total loans outstanding.  Non-performing loans were $14.5 million at December 31, 2023 and $15.8 million at June 30, 2024.

During the third quarter of 2024, the Bank recorded a provision for credit losses expense of $0.2 million.  The September 30, 2024, allowance for credit losses balance was $23.4 million versus $19.7 million at December 31, 2023 and $23.6 million at June 30, 2024.  The allowance for credit losses as a percent of total loans was 1.17% at September 30 and June 30, 2024, inclusive of a $2.5 million allowance on an individually analyzed loan, versus 1.00% at December 31, 2023, which does not include the aforementioned $2.5 million allowance.

7


Net Interest Margin

The Bank’s net interest margin increased to 2.37% for the quarter ended September 30, 2024 from 2.29% in the quarter ended September 30, 2023.  The increase from the prior year quarter was primarily related to the increase in the average yield on loans, partially offset by the increase in the average total cost of funds.  The Bank’s net interest margin was 2.46% in the quarter ended June 30, 2024, inclusive of $321 thousand or 6 bps related to an interest recovery on the sale of a non-performing loan.  There were no such recoveries in the current quarter.  Further, contributing to the decrease from the prior linked quarter was an increase in the total cost of interest-bearing deposits primarily related to the delayed timing of the Fed rate cut and our decision to ensure deposit retention via shorter duration products.  Despite the linked quarter margin compression, we believe the Company is well positioned for the current or more favorable interest rate environments.

About Hanover Community Bank and Hanover Bancorp, Inc.

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 offers 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, with a new branch opening in Port Jefferson, New York in the first quarter of 2025.

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, including the financial statements attached thereto, includes non-GAAP financial measures which include the Company’s adjusted net income, adjusted basic and diluted earnings per share, adjusted return on average assets, adjusted return on average equity, tangible common equity (“TCE”) ratio, TCE, tangible assets, tangible book value per share, return on average tangible equity and 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 and reconciliations of adjusted net income, TCE, tangible assets, TCE ratio and tangible book value per share, reconciliations to the most comparable U.S. GAAP measures are provided in the tables that follow.

8


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 health emergencies or natural disasters 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.

9


HANOVER BANCORP, INC.

STATEMENTS OF CONDITION (unaudited)

(dollars in thousands)

    

September 30, 

    

June 30,

    

December 31, 

2024

2024

2023

Assets

Cash and cash equivalents

$

141,231

$

141,115

$

177,207

Securities-available for sale, at fair value

98,359

98,813

61,419

Investments-held to maturity

3,828

3,902

4,041

Loans held for sale

16,721

11,615

8,332

Loans, net of deferred loan fees and costs

2,005,813

2,012,954

1,957,199

Less: allowance for credit losses

(23,406)

(23,644)

(19,658)

Loans, net

1,982,407

1,989,310

1,937,541

Goodwill

19,168

19,168

19,168

Premises & fixed assets

16,373

16,541

15,886

Operating lease assets

8,776

9,210

9,754

Other assets

40,951

41,424

36,712

Assets

$

2,327,814

$

2,331,098

$

2,270,060

Liabilities and stockholders’ equity

Core deposits

$

1,453,444

$

1,477,824

$

1,382,397

Time deposits

504,100

464,105

522,198

Total deposits

1,957,544

1,941,929

1,904,595

Borrowings

125,805

148,953

128,953

Subordinated debentures

24,675

24,662

24,635

Operating lease liabilities

9,472

9,911

10,459

Other liabilities

17,979

15,571

16,588

Liabilities

2,135,475

2,141,026

2,085,230

Stockholders’ equity

192,339

190,072

184,830

Liabilities and stockholders’ equity

$

2,327,814

$

2,331,098

$

2,270,060

10


HANOVER BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(dollars in thousands, except per share data)

Three Months Ended

Nine Months Ended

    

9/30/2024

    

9/30/2023

    

9/30/2024

    

9/30/2023

Interest income

$

34,113

$

28,952

$

99,965

$

82,471

Interest expense

21,011

17,153

60,681

43,243

Net interest income

13,102

11,799

39,284

39,228

Provision for credit losses (1)

200

500

4,540

1,932

Net interest income after provision for credit losses

12,902

11,299

34,744

37,296

Loan servicing and fee income

960

681

2,709

2,031

Service charges on deposit accounts

123

75

333

212

Gain on sale of loans held-for-sale

2,834

1,468

7,926

3,515

Gain on sale of investments

4

Other operating income

37

1,483

180

1,679

Non-interest income

3,954

3,707

11,152

7,437

Compensation and benefits

6,840

5,351

18,901

16,320

Occupancy and equipment

1,799

1,758

5,412

4,882

Data processing

547

516

1,560

1,533

Professional fees

762

800

2,297

2,462

Federal deposit insurance premiums

360

386

1,043

1,101

Other operating expenses

1,930

1,506

5,499

5,152

Non-interest expense

12,238

10,317

34,712

31,450

Income before income taxes

4,618

4,689

11,184

13,283

Income tax expense

1,079

1,166

2,740

3,457

Net income

$

3,539

$

3,523

$

8,444

$

9,826

Earnings per share ("EPS"):(2)

Basic

$

0.48

$

0.48

$

1.14

$

1.34

Diluted

$

0.48

$

0.48

$

1.14

$

1.33

Average shares outstanding for basic EPS (2)(3)

7,411,064

7,327,345

7,395,758

7,327,836

Average shares outstanding for diluted EPS (2)(3)

7,436,068

7,407,483

7,420,415

7,407,954


(1)CECL was adopted effective 10/1/23. Prior periods were based on the incurred loss methodology.
(2)Calculation includes common stock and Series A preferred stock.
(3)Average shares outstanding before subtracting participating securities.

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

11


HANOVER BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

QUARTERLY TREND

(dollars in thousands, except per share data)

Three Months Ended

    

9/30/2024

    

6/30/2024

    

3/31/2024

    

12/31/2023

    

9/30/2023

Interest income

$

34,113

$

33,420

$

32,432

$

31,155

$

28,952

Interest expense

21,011

20,173

19,497

18,496

17,153

Net interest income

13,102

13,247

12,935

12,659

11,799

Provision for credit losses (1)

200

4,040

300

200

500

Net interest income after provision for credit losses

12,902

9,207

12,635

12,459

11,299

Loan servicing and fee income

960

836

913

778

681

Service charges on deposit accounts

123

114

96

85

75

Gain on sale of loans held-for-sale

2,834

2,586

2,506

2,326

1,468

Gain on sale of investments

4

Other operating income

37

82

61

65

1,483

Non-interest income

3,954

3,622

3,576

3,254

3,707

Compensation and benefits

6,840

6,499

5,562

5,242

5,351

Occupancy and equipment

1,799

1,843

1,770

1,746

1,758

Data processing

547

495

518

530

516

Professional fees

762

717

818

729

800

Federal deposit insurance premiums

360

365

318

375

386

Other operating expenses

1,930

1,751

1,818

2,048

1,506

Non-interest expense

12,238

11,670

10,804

10,670

10,317

Income before income taxes

4,618

1,159

5,407

5,043

4,689

Income tax expense

1,079

315

1,346

1,280

1,166

Net income

$

3,539

$

844

$

4,061

$

3,763

$

3,523

Earnings per share ("EPS"):(2)

Basic

$

0.48

$

0.11

$

0.55

$

0.51

$

0.48

Diluted

$

0.48

$

0.11

$

0.55

$

0.51

$

0.48

Average shares outstanding for basic EPS (2)(3)

7,411,064

7,399,816

7,376,227

7,324,133

7,327,345

Average shares outstanding for diluted EPS (2)(3)

7,436,068

7,449,110

7,420,926

7,383,529

7,407,483


(1)CECL was adopted effective 10/1/23. Prior periods were based on the incurred loss methodology.
(2)Calculation includes common stock and Series A preferred stock.
(3)Average shares outstanding before subtracting participating securities.

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

12


HANOVER BANCORP, INC.

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

(dollars in thousands, except per share data)

    

Three Months Ended

    

Nine Months Ended

    

9/30/2024

    

9/30/2023

    

9/30/2024

    

9/30/2023

ADJUSTED NET INCOME:

Net income, as reported

$

3,539

$

3,523

$

8,444

$

9,826

Adjustments:

Litigation settlement payment

(975)

(975)

Severance and retirement expenses

219

219

456

Total adjustments, before income taxes

219

(975)

219

(519)

Adjustment for reported effective income tax rate

55

(243)

55

(138)

Total adjustments, after income taxes

164

(732)

164

(381)

Adjusted net income

$

3,703

$

2,791

$

8,608

$

9,445

Basic earnings per share - adjusted

$

0.50

$

0.38

$

1.16

$

1.29

Diluted earnings per share - adjusted

$

0.50

$

0.38

$

1.16

$

1.27

ADJUSTED OPERATING EFFICIENCY RATIO (2):

Operating efficiency ratio, as reported

71.75

%

66.53

%

68.83

%

67.39

%

Adjustments:

Litigation settlement payment

%

4.47

%

%

1.44

%

Severance and retirement expenses

(1.28)

%

%

(0.43)

%

(0.98)

%

Adjusted operating efficiency ratio

70.47

%

71.00

%

68.40

%

67.85

%

ADJUSTED RETURN ON AVERAGE ASSETS

0.65

%

0.53

%

0.51

%

0.62

%

ADJUSTED RETURN ON AVERAGE EQUITY

7.69

%

6.00

%

6.04

%

6.93

%

ADJUSTED RETURN ON AVERAGE TANGIBLE EQUITY

8.56

%

6.71

%

6.73

%

7.77

%


(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.

13


HANOVER BANCORP, INC.

SELECTED FINANCIAL DATA (unaudited)

(dollars in thousands)

Three Months Ended

Nine Months Ended

    

9/30/2024

    

9/30/2023

    

9/30/2024

    

9/30/2023

Profitability:

Return on average assets

0.62

%

0.66

%

0.50

%

0.64

%

Return on average equity (1)

7.35

%

7.58

%

5.93

%

7.21

%

Return on average tangible equity (1)

8.19

%

8.47

%

6.60

%

8.08

%

Pre-provision net revenue to average assets

0.85

%

0.98

%

0.94

%

1.00

%

Yield on average interest-earning assets

6.17

%

5.61

%

6.14

%

5.58

%

Cost of average interest-bearing liabilities

4.53

%

3.95

%

4.45

%

3.50

%

Net interest rate spread (2)

1.64

%

1.66

%

1.69

%

2.08

%

Net interest margin (3)

2.37

%

2.29

%

2.41

%

2.65

%

Non-interest expense to average assets

2.15

%

1.94

%

2.08

%

2.06

%

Operating efficiency ratio (4)

71.75

%

66.53

%

68.83

%

67.39

%

Average balances:

Interest-earning assets

$

2,201,068

$

2,046,502

$

2,175,478

$

1,975,584

Interest-bearing liabilities

1,847,177

1,723,235

1,822,613

1,653,908

Loans

2,019,384

1,840,900

2,006,142

1,802,349

Deposits

1,891,132

1,638,777

1,835,862

1,644,964

Borrowings

150,770

259,549

181,445

186,187


(1)Includes common stock and Series A preferred stock.
(2)Represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(3)Represents net interest income divided by average interest-earning assets.
(4)Represents non-interest expense divided by the sum of net interest income and non-interest income excluding gain on sale of securities available for sale.

14


HANOVER BANCORP, INC.

SELECTED FINANCIAL DATA (unaudited)

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

At or For the Three Months Ended

    

9/30/2024

    

6/30/2024

    

3/31/2024

    

12/31/2023

Asset quality:

Provision for credit losses - loans (1)

$

200

$

3,850

$

300

$

200

Net (charge-offs)/recoveries

(438)

(79)

(85)

677

Allowance for credit losses

23,406

23,644

19,873

19,658

Allowance for credit losses to total loans (2)

1.17

%

1.17

%

0.99

%

1.00

%

Non-performing loans

$

15,469

$

15,828

$

14,878

$

14,451

Non-performing loans/total loans

0.77

%

0.79

%

0.74

%

0.74

%

Non-performing loans/total assets

0.66

%

0.68

%

0.64

%

0.64

%

Allowance for credit losses/non-performing loans

151.31

%

149.38

%

133.57

%

136.03

%

Capital (Bank only):

Tier 1 Capital

$

198,196

$

195,703

$

195,889

$

193,324

Tier 1 leverage ratio

8.85

%

8.89

%

8.90

%

9.08

%

Common equity tier 1 capital ratio

12.99

%

12.78

%

12.99

%

13.17

%

Tier 1 risk based capital ratio

12.99

%

12.78

%

12.99

%

13.17

%

Total risk based capital ratio

14.24

%

14.21

%

14.19

%

14.31

%

Equity data:

Shares outstanding (3)

7,428,366

7,402,163

7,392,412

7,345,012

Stockholders’ equity

$

192,339

$

190,072

$

189,543

$

184,830

Book value per share (3)

25.89

25.68

25.64

25.16

Tangible common equity (3)

172,906

170,625

170,080

165,351

Tangible book value per share (3)

23.28

23.05

23.01

22.51

Tangible common equity (“TCE”) ratio (3)

7.49

%

7.38

%

7.43

%

7.35

%


(1)Excludes $0, $190 thousand, $0 and $0 provision for credit losses on unfunded commitments for the quarters ended 9/30/24, 6/30/24, 3/31/24 and 12/31/23, respectively.
(2)Calculation excludes loans held for sale.
(3)lncludes common stock and Series A preferred stock.

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

15


HANOVER BANCORP, INC.

STATISTICAL SUMMARY

QUARTERLY TREND

(unaudited, dollars in thousands, except share data)

    

9/30/2024

    

6/30/2024

    

3/31/2024

    

12/31/2023

Loan distribution (1):

Residential mortgages

$

719,037

$

733,040

$

730,017

$

689,211

Multifamily

557,634

562,503

568,043

572,849

Commercial real estate

529,948

549,725

556,708

561,183

Commercial & industrial

171,899

139,209

123,419

107,912

Home equity

26,825

27,992

26,879

25,631

Consumer

470

485

449

413

Total loans

$

2,005,813

$

2,012,954

$

2,005,515

$

1,957,199

Sequential quarter growth rate

(0.35)

%

0.37

%

2.47

%

4.41

%

CRE concentration ratio

397

%

403

%

416

%

432

%

Loans sold during the quarter

$

43,537

$

35,302

$

26,735

$

29,740

Funding distribution:

Demand

$

206,327

$

199,835

$

202,934

$

207,781

N.O.W.

621,880

661,998

708,897

661,276

Savings

53,024

44,821

48,081

47,608

Money market

572,213

571,170

493,123

465,732

Total core deposits

1,453,444

1,477,824

1,453,035

1,382,397

Time

504,100

464,105

464,227

522,198

Total deposits

1,957,544

1,941,929

1,917,262

1,904,595

Borrowings

125,805

148,953

148,953

128,953

Subordinated debentures

24,675

24,662

24,648

24,635

Total funding sources

$

2,108,024

$

2,115,544

$

2,090,863

$

2,058,183

Sequential quarter growth rate - total deposits

0.80

%

1.29

%

0.67

%

9.77

%

Period-end core deposits/total deposits ratio

74.25

%

76.10

%

75.79

%

72.58

%

Period-end demand deposits/total deposits ratio

10.54

%

10.29

%

10.58

%

10.91

%


(1)Excluding loans held for sale

16


HANOVER BANCORP, INC.

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

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

    

9/30/2024

    

6/30/2024

    

3/31/2024

    

12/31/2023

    

9/30/2023

Tangible common equity

Total equity (2)

$

192,339

$

190,072

$

189,543

$

184,830

$

185,907

Less: goodwill

(19,168)

(19,168)

(19,168)

(19,168)

(19,168)

Less: core deposit intangible

(265)

(279)

(295)

(311)

(327)

Tangible common equity (2)

$

172,906

$

170,625

$

170,080

$

165,351

$

166,412

Tangible common equity (“TCE”) ratio

Tangible common equity (2)

$

172,906

$

170,625

$

170,080

$

165,351

$

166,412

Total assets

2,327,814

2,331,098

2,307,508

2,270,060

2,149,632

Less: goodwill

(19,168)

(19,168)

(19,168)

(19,168)

(19,168)

Less: core deposit intangible

(265)

(279)

(295)

(311)

(327)

Tangible assets

$

2,308,381

$

2,311,651

$

2,288,045

$

2,250,581

$

2,130,137

TCE ratio (2)

7.49

%

7.38

%

7.43

%

7.35

%

7.81

%

Tangible book value per share

Tangible equity (2)

$

172,906

$

170,625

$

170,080

$

165,351

$

166,412

Shares outstanding (2)

7,428,366

7,402,163

7,392,412

7,345,012

7,320,419

Tangible book value per share (2)

$

23.28

$

23.05

$

23.01

$

22.51

$

22.73


(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)Includes common stock and Series A preferred stock.

17


HANOVER BANCORP, INC.

NET INTEREST INCOME ANALYSIS

For the Three Months Ended September 30, 2024 and 2023

(unaudited, dollars in thousands)

2024

2023

Average

Average

Average

Average

    

Balance

    

Interest

    

Yield/Cost

    

Balance

    

Interest

    

Yield/Cost

Assets:

Interest-earning assets:

Loans

$

2,019,384

$

31,356

6.18

%

$

1,840,900

$

26,059

5.62

%

Investment securities

103,870

1,619

6.20

%

15,232

198

5.16

%

Interest-earning cash

69,204

934

5.37

%

176,884

2,391

5.36

%

FHLB stock and other investments

8,610

204

9.43

%

13,486

304

8.94

%

Total interest-earning assets

2,201,068

34,113

6.17

%

2,046,502

28,952

5.61

%

Non interest-earning assets:

Cash and due from banks

9,360

6,700

Other assets

50,730

53,638

Total assets

$

2,261,158

$

2,106,840

Liabilities and stockholders’ equity:

Interest-bearing liabilities:

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

$

1,209,030

$

13,941

4.59

%

$

985,625

$

10,186

4.10

%

Time deposits

487,377

5,546

4.53

%

478,061

4,060

3.37

%

Total savings and time deposits

1,696,407

19,487

4.57

%

1,463,686

14,246

3.86

%

Borrowings

126,104

1,198

3.78

%

234,936

2,604

4.40

%

Subordinated debentures

24,666

326

5.26

%

24,613

303

4.88

%

Total interest-bearing liabilities

1,847,177

21,011

4.53

%

1,723,235

17,153

3.95

%

Demand deposits

194,725

175,091

Other liabilities

27,826

23,994

Total liabilities

2,069,728

1,922,320

Stockholders’ equity

191,430

184,520

Total liabilities & stockholders’ equity

$

2,261,158

$

2,106,840

Net interest rate spread

1.64

%

1.66

%

Net interest income/margin

$

13,102

2.37

%

$

11,799

2.29

%

18


HANOVER BANCORP, INC.

NET INTEREST INCOME ANALYSIS

For the Nine Months Ended September 30, 2024 and 2023

(unaudited, dollars in thousands)

2024

2023

Average

Average

Average

Average

    

Balance

    

Interest

    

Yield/Cost

    

Balance

    

Interest

    

Yield/Cost

Assets:

Interest-earning assets:

Loans

$

2,006,142

$

92,217

6.14

%

$

1,802,349

$

75,581

5.61

%

Investment securities

99,363

4,610

6.20

%

15,837

594

5.01

%

Interest-earning cash

60,202

2,445

5.42

%

147,423

5,673

5.14

%

FHLB stock and other investments

9,771

693

9.47

%

9,975

623

8.35

%

Total interest-earning assets

2,175,478

99,965

6.14

%

1,975,584

82,471

5.58

%

Non interest-earning assets:

Cash and due from banks

8,431

8,238

Other assets

50,593

53,720

Total assets

$

2,234,502

$

2,037,542

Liabilities and stockholders’ equity:

Interest-bearing liabilities:

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

$

1,162,587

$

39,541

4.54

%

$

1,026,164

$

27,883

3.63

%

Time deposits

478,581

15,418

4.30

%

441,557

9,657

2.92

%

Total savings and time deposits

1,641,168

54,959

4.47

%

1,467,721

37,540

3.42

%

Borrowings

156,792

4,744

4.04

%

161,588

4,732

3.92

%

Subordinated debentures

24,653

978

5.30

%

24,599

971

5.28

%

Total interest-bearing liabilities

1,822,613

60,681

4.45

%

1,653,908

43,243

3.50

%

Demand deposits

194,694

177,243

Other liabilities

26,944

24,253

Total liabilities

2,044,251

1,855,404

Stockholders’ equity

190,251

182,138

Total liabilities & stockholders’ equity

$

2,234,502

$

2,037,542

Net interest rate spread

1.69

%

2.08

%

Net interest income/margin

$

39,284

2.41

%

$

39,228

2.65

%

19