mlvf-10q_20220331.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-54835

MALVERN BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

45-5307782

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

42 East Lancaster Avenue, Paoli, Pennsylvania 19301

(Address of Principal Executive Offices) (Zip Code)

(610) 644-9400

(Registrant’s Telephone Number, Including Area Code)

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MLVF	Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Common Stock, par value $0.01:	7,625,111 shares
(Title of Class)	(Outstanding as of May 10, 2022)

Table of Contents

		Page

PART I – FINANCIAL INFORMATION		3

Item 1.	Financial Statements	4
	Consolidated Statements of Financial Condition at March 31, 2022 (unaudited) and September 30, 2021	4
	Consolidated Statements of Operations for the three and six months ended March 31, 2022 and 2021 (unaudited)	5
	Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended March 31, 2022 and 2021 (unaudited)	6
	Consolidated Statements of Changes in Shareholders’ Equity for the six months ended March 31, 2022 and 2021 (unaudited)	7
	Consolidated Statements of Cash Flows for the six months ended March 31, 2022 and 2021 (unaudited)	8
	Notes to Unaudited Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

Item 3.	Qualitative and Quantitative Disclosures about Market Risk	60

Item 4.	Controls and Procedures	60

PART II – OTHER INFORMATION.		61

Item 1.	Legal Proceedings	61

Item 1A.	Risk Factors	61

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61

Item 3.	Default Upon Senior Securities	61

Item 4.	Mine Safety Disclosure	61

Item 5.	Other Information	61

Item 6.	Exhibits	61

SIGNATURES		62

PART I – FINANCIAL INFORMATION

The following (a) consolidated statement of financial condition as of September 30, 2021, which has been derived from audited financial statements, and (b) unaudited consolidated financial statements, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal and recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending September 30, 2022, or for any interim period. The Malvern Bancorp, Inc. Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on January 10, 2022 (the “2021 Annual Report”), should be read in conjunction with these financial statements.

-3-

Item 1. Financial Statements

MALVERN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	March 31, 2022			September 30, 2021
	(Unaudited)
	(In thousands, except share data)
ASSETS
Cash and due from depository institutions		49,674			99,670
Interest bearing deposits in depository institutions		72,349			36,920
Cash and Cash Equivalents		122,023			136,590
Investment securities available for sale, at fair value (amortized cost of $56,863 and $40,756 at March 31, 2022 and September 30, 2021, respectively)		54,183			40,813
Equity Securities		1,445			1,500
Investment securities held to maturity (fair value of $45,716 and $28,913 at March 31, 2022 and September 30, 2021, respectively)		48,512			28,507
Restricted stock, at cost		6,462			7,776
Loans Held-for-sale		13,244			33,199
Loans receivable, net of allowance for loan losses of $9,301 and $11,472 respectively		799,310			902,981
Other real estate owned		4,961			4,961
Accrued interest receivable		3,478			3,512
Operating lease right-of-use assets		1,523			1,796
Property and equipment, net		5,486			5,777
Deferred income taxes		3,632			3,530
Bank-owned life insurance		25,896			26,056
Other assets		13,441			12,145
Total Assets	$	1,103,596		$	1,209,143
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Deposits-non-interest-bearing		54,712			53,849
Deposits-interest-bearing		799,725			884,310
Total Deposits		854,437			938,159
FHLB advances		60,000			90,000
Subordinated debt		25,000			24,934
Advances from borrowers for taxes and insurance		1,841			1,022
Accrued interest payable	352			572
Operating lease liabilities		1,556			1,830
Other liabilities		15,860			10,458
Total Liabilities		959,046			1,066,975
Shareholders’ Equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued		-			-
Common stock, $0.01 par value, 50,000,000 shares authorized; 7,819,627 and 7,625,111 shares issued and outstanding, respectively, at March 31, 2022 and 7,816,832 and 7,622,316 shares issued and outstanding, respectively, at September 30, 2021		76			76
Additional paid-in-capital		85,678			85,524
Retained earnings		62,835			60,296
Unearned Employee Stock Ownership Plan (ESOP) shares		(829	)		(901	)
Accumulated other comprehensive (loss) income		(347	)		36
Treasury stock, at cost: 194,516 shares at March 31, 2022 and September 30, 2021		(2,863	)		(2,863	)
Total Shareholders’ Equity		144,550			142,168
Total Liabilities and Shareholders’ Equity	$	1,103,596		$	1,209,143

See accompanying notes to unaudited consolidated financial statements.

-4-

MALVERN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021

	(In thousands, except share data)
Interest and Dividend Income
Loans, including fees	$	7,628	$	9,069	$	15,856	$	19,145
Investment securities, taxable		521		321		976		668
Investment securities, tax-exempt		64		23		100		47
Dividends, restricted stock		75		119		166		260
Interest-bearing cash accounts		16		7		29		15
Total Interest and Dividend Income		8,304		9,539		17,127		20,135
Interest Expense
Deposits		828		1,805		1,873		4,062
Short-term borrowings		-		3		-		48
Long-term borrowings		183		546		420		1,153
Subordinated debt		339		383		722		766
Total Interest Expense		1,350		2,737		3,015		6,029
Net Interest Income		6,954		6,802		14,112		14,106
Provision for Loan Losses		-		-		-		550
Net Interest Income after Provision for Loan losses		6,954		6,802		14,112		13,556
Other Income
Service charges and other fees		219		419		673		666
Rental income		48		54		100		108
Net gains on sale and call of investments		-		259		-		614
Net gains on sale of real estate		-		-		-		-
Net gains on sale of loans		11		274		63		678
Earnings on bank-owned life insurance		283		161		452		325
Total Other Income		561		1,167		1,288		2,391
Other Expenses
Salaries and employee benefits		2,347		2,275		4,642		4,547
Occupancy expense		546		568		1,061		1,110
Federal deposit insurance premium		71		83		147		159
Advertising		32		32		64		64
Data processing		359		306		679		634
Professional fees		868		884		1,923		1,547
Other real estate owned expense, net		-		3		5		31
Pennsylvania shares tax		169		169		339		339
Other operating expenses		2,453		743		3,213		1,604
Total Other Expenses		6,845		5,063		12,073		10,035
Income before income tax expense		670		2,906		3,327		5,912
Income tax expense		148		682		788		1,415
Net Income	$	522	$	2,224	$	2,539	$	4,497
Earnings Per Common Share:
Basic	$	0.07	$	0.30	$	0.34	$	0.60
Diluted	$	0.07	$	0.30	$	0.34	$	0.60
Weighted Average Common Shares Outstanding:
Basic		7,554,955		7,529,408		7,553,262		7,527,588
Diluted		7,556,194		7,530,151		7,554,459		7,528,189

See accompanying notes to unaudited consolidated financial statements.

-5-

MALVERN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

	Three Months Ended March 31,						Six Months Ended March 31,
	2022			2021			2022			2021
	(In thousands)
Net Income	$	522		$	2,224		$	2,539		$	4,497
Other Comprehensive (Loss) Income, Net of Tax:
Unrealized holding (losses) gains on available-for-sale securities		(2,588	)		7			(2,737	)		464
Tax effect		543			(1	)		574			(97	)
Net of tax amount		(2,045	)		6			(2,163	)		367

Reclassification adjustment for net gains arising during the period (1)		-			(259	)		-			(614	)
Tax effect		-			55			-			129
Net of tax amount		-			(204	)		-			(485	)

Adjustment for loss recorded on replacement of derivative		-			(2	)		-			(4	)

Amortization of unrealized holding losses on securities transferred from available-for-sale to held-to-maturity (2)		2			1			4			2
Tax effect		(2	)		(1	)		(3	)		(1	)
Net of tax amount		-			-			1			1
Fair value adjustments on derivatives		1,773			567			2,252			840
Tax effect		(372	)		(118	)		(473	)		(175	)
Net of tax amount		1,401			449			1,779			665
Total other comprehensive (loss) income		(644	)		249			(383	)		544
Total comprehensive (loss) income	$	(122	)	$	2,473		$	2,156		$	5,041

(1)

Amounts are included in net gains on sale and call of investments on the Consolidated Statements of Operations in total other income.

(2)

Amounts are included in interest and dividends on investment securities on the Consolidated Statements of Operations.

See accompanying notes to unaudited consolidated financial statements.

-6-

MALVERN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

	Common Stock		Additional Paid-In Capital		Retained Earnings		Unearned ESOP Shares				Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Shareholders' Equity
	(In thousands, except share data)
Balance, January 1, 2021		76		85,195		62,661		(1,010	)			(793	)		(2,863	)		143,266
Net Income		-		-		2,224		-				-			-			2,224
Other comprehensive income		-		-		-		-				249			-			249
Committed to be released ESOP shares (3,600 shares)		-		26		-		36		`		-			-			62
Stock based compensation		-		50		-		-				-			-			50
Balance, March 31, 2021		76		85,271		64,885		(974	)			(544	)		(2,863	)		145,851

Balance, January 1, 2022		76		85,599		62,313		(865	)			297			(2,863	)		144,557
Net Income		-		-		522		-				-			-			522
Other comprehensive loss		-		-		-		-				(644	)		-			(644	)
Committed to be released ESOP shares (3,600 shares)		-		22		-		36				-			-			58
Stock based compensation		-		57		-		-				-			-			57
Balance, March 31, 2022	$	76	$	85,678	$	62,835	$	(829	)		$	(347	)	$	(2,863	)	$	144,550

	Common Stock		Additional Paid-In Capital		Retained Earnings		Unearned ESOP Shares			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Shareholders' Equity
	(In thousands, except share data)
Balance, October 1, 2020		76		85,127		60,388		(1,047	)		(1,088	)		(2,863	)		140,593
Net Income		-		-		4,497		-			-			-			4,497
Other comprehensive loss		-		-		-		-			544			-			544
Treasury stock activity		-		-		-		-			-			-			-
Committed to be released ESOP shares (7,200 shares)		-		42		-		73			-			-			115
Stock based compensation		-		102		-		-			-			-			102
Balance, March 31, 2021		76		85,271		64,885		(974	)		(544	)		(2,863	)		145,851

Balance, October 1, 2021		76		85,524		60,296		(901	)		36			(2,863	)		142,168
Net Income		-		-		2,539		-			-			-			2,539
Other comprehensive loss		-		-		-		-			(383	)		-			(383	)
Committed to be released ESOP shares (7,200 shares)		-		45		-		72			-			-			117
Stock based compensation		-		109		-		-			-			-			109
Balance, March 31, 2022	$	76	$	85,678	$	62,835	$	(829	)	$	(347	)	$	(2,863	)	$	144,550

See accompanying notes to unaudited consolidated financial statements.

-7-

MALVERN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended March 31,
	2022			2021
	(In thousands)
Cash Flows from Operating Activities
Net income	$	2,539		$	4,497
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		316			336
Provision for loan losses		-			550
Valuation allowance for loan held for sale		1,683			-
Deferred income tax expense		(102	)		145
ESOP expense		117			115
Stock based compensation		109			102
Amortization of premiums and discounts on investments securities, net		144			94
Amortization of loan origination fees and costs		64			1,108
(Accretion) Amortization of mortgage servicing rights		(13	)		15
Net gain on sale and call of investments securities available-for-sale		-			(614	)
Net gain on sale of secondary market loans		(63	)		(678	)
Proceeds from sale of secondary market loans		3,108			18,934
Originations of secondary market loans		(3,045	)		(18,256	)
Earnings on bank-owned life insurance		(452	)		(325	)
Decrease in accrued interest receivable		34			79
Decrease in accrued interest payable		(220	)		(80	)
Operating lease liability payments		(293	)		(326	)
Increase (decrease) in other liabilities		3,816			(4,492	)
Decrease in other assets		2,307			5,395
Amortization of subordinated debt		66			79
Net Cash Provided by Operating Activities		10,115			6,678

Cash Flows from Investing Activities
Investment securities available-for-sale:
Purchases		(17,569	)		(10,500	)
Sales		-			13,132
Maturities, calls and principal repayments		1,455			446
Investment securities held-to-maturity:
Purchases		(23,783	)		(12,500	)
Maturities, calls and principal repayments		3,640			1,571
Proceeds from sale of loans held for sale		18,900			-
Net decrease in loans held for investment		104,290			50,640
Net decrease in restricted stock		1,314			731
Purchase of property and equipment		(26	)		(102	)
Net Cash Provided by Investing Activities		88,221			43,418
Cash Flows from Financing Activities
Net (decrease) increase in deposits		(83,722	)		21,307
Proceeds for long-term borrowings		-			160,000
Repayment of long-term borrowings		(30,000	)		(180,000	)
Repayment of secured borrowings		-			(4,225	)
Increase in advances from borrowers for taxes and insurance		819			297
Net Cash (Used in) Financing Activities		(112,903	)		(2,621	)
Net (Decrease) Increase in Cash and Cash Equivalents		(14,567	)		47,475
Cash and Cash Equivalents - Beginning		136,590			61,439
Cash and Cash Equivalents - Ending	$	122,023		$	108,914
Supplemental Cash Flows Information
Interest paid	$	3,235		$	6,109
Income taxes paid	$	-		$	894
Non-cash investing activities:	$	-		$	-
Bank owned life insurance death benefit proceeds receivable	$	612		$	-

See accompanying notes to unaudited consolidated financial statements.

-8-

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – The Company

Malvern Bancorp, Inc. (the “Company” or “Malvern Bancorp”), a Pennsylvania corporation, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “Holding Company Act”). Malvern Bancorp is the holding company for Malvern Bank, National Association (“Malvern Bank” or the “Bank”), a national bank that was originally organized in 1887 as a federally-chartered savings bank.

The Company’s primary business is the ownership and operation of the Bank. The Bank’s principal business consists of attracting deposits from businesses and the general public and investing those deposits, together with borrowings and funds generated from operations, in commercial and multi-family real estate loans, one-to-four family residential real estate loans, construction and development loans, commercial business loans, home equity loans, lines of credit, and other consumer loans. The Company also invests in and maintains a portfolio of investment securities, primarily comprised of corporate debt securities, U.S. government agencies, mortgage-backed securities, and state and municipal obligations. Malvern Bank is one of the oldest banks headquartered on the Philadelphia Main Line. For more than a century, the Bank has been committed to helping people build prosperous communities as a trusted financial partner, forging lasting relationships through teamwork, respect, and integrity. The Bank’s primary market niche is providing personalized service to its client base.

The Bank conducts business from its headquarters in Paoli, Pennsylvania, a suburb of Philadelphia, and through its nine other banking locations in Chester and Delaware counties, Pennsylvania, Morristown, New Jersey, its New Jersey regional headquarters, and Palm Beach, Florida. The Bank also maintains representative offices in Wellington, Florida and Allentown, Pennsylvania.

In preparing the unaudited consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the unaudited consolidated statements of condition and that affect the results of operations for the periods presented. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to change in the near term relate to the determination of the allowance for loan losses, other real estate owned, the evaluation of deferred tax assets, the other-than-temporary impairment evaluation of securities, and the valuation of derivative positions. The unaudited consolidated financial statements have been prepared in conformity with GAAP.

As used in this Quarterly Report on Form 10-Q, the terms “Malvern”, “the Company”, “registrant”, “we”, “us”, and “our” mean Malvern Bancorp, Inc. and its subsidiaries, on a consolidated basis, unless the context indicates otherwise.

Note 2 – Summary of Significant Accounting Policies

Basis of financial statement presentation. The unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements present the Company’s financial condition at March 31, 2022 and the results of operations for the three and six months ended March 31, 2022 and 2021, and cash flows for the six months ended March 31, 2022 and 2021. The consolidated statement of financial condition as of September 30, 2021 was derived from the audited consolidated statement of financial condition as of that date.

In management’s opinion, the unaudited condensed consolidated financial statements contain all adjustments, which include normal and recurring adjustments, necessary for a fair presentation of the financial position and results of operations as of the dates and for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and note disclosures included in the 2021 Annual Report filed with the SEC. The consolidated statements of operations for the three and six months ended March 31, 2022 and the consolidated statements of cash flows for the six months ended March 31, 2022 are not necessarily indicative of the results of operations or cash flows for the full year ending September 30, 2022 or any interim period. Subsequent events have been evaluated through the date of the issuance of the unaudited consolidated financial statements. No significant subsequent events have occurred through this date requiring adjustment to the financial statements or disclosures.

-9-

Recent Accounting Pronouncements Yet to Be Adopted

Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied currently will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. Additionally, this ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In April 2019, the FASB issued ASU 2019-04, Codification Improvements, which provides guidance on accounting for credit losses on accrued interest receivable balances and guidance on including recoveries when estimating the allowance. In May 2019, the FASB issued ASU 2019-05, Targeted Transition Relief, which allows entities with an option to elect fair value for certain instruments upon adoption of Topic 326. This ASU will be effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. The Bank has a software system in place to assist with the calculation of Current Expected Credit Losses (“CECL”). In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) making this ASU effective for interim and annual periods beginning after December 15, 2022. As such, the Company would be required to implement the ASU on October 1, 2023. In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which provides guidance on stakeholders’ specific issues about certain aspects of the amendments in ASU 2016-13. The Company formed a cross functional implementation team to review the requirements of ASU 2016-13 and contracted with a third-party provider to assist in the development and implementation of the revised credit loss methodology. The impact on the consolidated earnings, financial position, and cash flows of the Company upon adoption of this ASU are currently unknown. The Company plans to adopt this guidance when required to on October 1, 2023.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. These amendments eliminate the TDR recognition and measurement guidance and, instead, require that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. For public business entities, these amendments require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the effects that the adoption of this amendment will have on its consolidated financial statements.

Reference Rate Reform. In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848). The guidance allows for companies to: (1) account for certain contract modifications as a continuation of the existing contract without additional analysis; (2) continue hedge accounting when certain critical terms of a hedging relationship change and assess effectiveness in ways that disregard certain potential sources of ineffectiveness; and (3) make a one-time sale and/or transfer of certain debt securities from held-to-maturity to available-for-sale or trading. This ASU is available for adoption by the Company and applies prospectively to contract modifications and hedging relationships. The one-time election to sell and/or transfer debt securities classified as held-to-maturity may be made at any time. ASU 2020-04 is effective March 12, 2020, through December 31, 2022. The Company has elected certain optional expedient related to hedge accounting and will continue to monitor and assess the impact as the reference rate transition occurs over the next two years and proactively adopt applicable expedient(s). In connection with ongoing procedures to monitor the work of the Alternative Rates Committee of the FRB and Federal Reserve Bank of New York in identifying an alternative U.S. dollar reference interest rate the bank will continue to assess the Secured Overnight Financing Rate (“SOFR”) as the currently identified benchmark rate.

Income Taxes. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). This ASU identifies, evaluates, and improves areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company plans to adopt ASU 2019-12 during the current fiscal year and does not expect it to have a material impact on its consolidated financial statements or disclosure.

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Note 3 – Earnings Per Share

Basic earnings per common share is computed based on the weighted average number of shares outstanding reduced by unearned Employee Stock Ownership Plan (“ESOP”) shares. Diluted earnings per share is computed based on the weighted average number of shares outstanding and common stock equivalents that would arise from the exercise of dilutive securities, reduced by unearned ESOP shares. During the three and six months ended March 31, 2022 the company granted 5,131 restricted shares, respectively, and 2,336 shares were forfeited for the six months ended March 31, 2022. There were no stock options granted during the three and six months ended March 31, 2022. During the three and six months ended March 31, 2021 there were no restricted shares issued or stock options granted.

The following table sets forth the composition of the weighted average shares (denominator) used in the earnings per share computations:

	Three Months Ended March 31,						Six Months Ended March 31,
	2022			2021			2022			2021
	(In thousands, except share and per share data)
Net Income	$	522		$	2,224		$	2,539		$	4,497
Weighted average shares outstanding		7,621,100			7,609,953			7,621,227			7,609,953
Average unearned ESOP shares		(66,145	)		(80,545	)		(67,965	)		(82,365	)
Basic weighted average shares outstanding		7,554,955			7,529,408			7,553,262			7,527,588
Plus: effect of potential dilutive common stock equivalents - stock options		1,239			743			1,197			601
Diluted weighted average common shares outstanding		7,556,194			7,530,151			7,554,459			7,528,189
Earnings per common share:
Basic	$	0.07		$	0.30		$	0.34		$	0.60
Diluted	$	0.07		$	0.30		$	0.34		$	0.60

Note 4 – Employee Stock Ownership Plan

The Company maintains an ESOP for substantially all of its full-time employees. The current ESOP trustee is Pentegra. Shares of the Company’s common stock purchased by the ESOP are held until released for allocation to participants. Shares released are allocated to each eligible participant based on the ratio of each such participant’s base compensation to the total base compensation of all eligible plan participants. As the unearned shares are committed to be released and allocated among participants, the Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they become committed to be released. To the extent that the fair value of the ESOP shares released differs from the cost of such shares, the difference is charged or credited to additional paid-in capital. During the period from May 20, 2008 to September 30, 2008, the ESOP purchased 241,178 shares of Company common stock for approximately $2.6 million, at an average price of $10.86 per share, which was funded by a loan from Malvern Federal Bancorp, Inc. (the Company’s predecessor). The ESOP loan, which bears an interest rate of 5%, is being repaid in quarterly installments through 2026 principally from the Bank’s contributions to the ESOP. Shares are released to participants proportionately as the ESOP loan is repaid. During the three and six months ended March 31, 2022 and 2021, there were 3,600 and7,200 shares, respectively, committed to be released. At March 31, 2022, there were 64,365 unallocated shares and 194,853 allocated shares held by the ESOP. The unallocated shares had an aggregate fair value of approximately $1.0 million at March 31, 2022

Note 5 - Investment Securities

The Company’s investment securities are classified as available-for-sale or held-to-maturity at March 31, 2022 and at September 30, 2021. Investment securities available-for-sale are reported at fair value with unrealized gains or losses included in equity, net of tax. Accordingly, the carrying value of such securities reflects their fair value at the balance sheet date. Fair value is based upon either quoted market prices, or in certain cases where there is limited activity in the market for a particular instrument, assumptions are made to determine their fair value. Held-to-maturity securities, which are carried at amortized cost, are investments where there is positive intent and ability to hold to maturity. Equity securities are stated at fair value with any changes in fair value reported in non-interest income.

Transfers of debt securities from the available-for-sale category to the held-to-maturity category are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer remains in accumulated other comprehensive income and in the carrying value of the held-to-maturity investment security. Premiums or discounts on investment securities are amortized or accreted using the effective interest method over the life of the security as an adjustment of yield. Unrealized holding gains or losses

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that remain in accumulated other comprehensive income are amortized or accreted over the remaining life of the security as an adjustment of yield, offsetting the related amortization of the premium or accretion of the discount.

The following tables present information related to the Company’s investment securities at March 31, 2022 and September 30, 2021:

	March 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Investment Securities Available-for-Sale:
U.S. government agencies	$	5,000	$	-	$	(558	)	$	4,442
State and municipal obligations		10,886		-		(935	)		9,951
Single issuer trust preferred security		1,000		-		(78	)		922
Corporate debt securities		35,989		94		(1,133	)		34,950
MBS Securities		2,505		-		(66	)		2,439
U.S. Treasury Note		1,483		-		(4	)		1,479
Total	$	56,863	$	94	$	(2,774	)	$	54,183
Investment Securities Held-to-Maturity:
U.S. government agencies	$	23,500	$	-	$	(1,659	)	$	21,841
State and municipal obligations		13,764		12		(731	)		13,045
Corporate debt securities		3,324		14		-			3,338
Mortgage-backed securities:
Mortgage Backed Security ("MBS"), fixed-rate		2,358		-		(203	)		2,155
Collateralized mortgage obligations (“CMO”), fixed-rate		5,566		-		(229	)		5,337
Total	$	48,512	$	26	$	(2,822	)	$	45,716
Equity Securities:
Mutual Funds	$	1,500	$	-	$	(55	)	$	1,445
Total equity securities	$	1,500	$	-	$	(55	)	$	1,445
Total investment securities	$	106,875	$	120	$	(5,651	)	$	101,344

	September 30, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses				Fair Value
	(In thousands)
Investment Securities Available-for-Sale:
U.S. government agencies	$	5,000	$	-	$	(7	)		$	4,993
State and municipal obligations		2,767		1		(3	)			2,765
Single issuer trust preferred security		1,000		-		(125	)			875
Corporate debt securities		31,989		243		(52	)			32,180
Total	$	40,756	$	244	$	(187	)		$	40,813
Investment Securities Held-to-Maturity:
U.S. government agencies	$	10,000	$	11	$	-			$	10,011
State and municipal obligations	$	6,062	$	104	$	(49	)		$	6,117
Corporate debt securities		3,383		224		-				3,607
Mortgage-backed securities:
Mortgage-backed securities:		2,461		-		(13	)			2,448
Collateralized mortgage obligations (“CMO”), fixed-rate		6,601		129		-				6,730
Total	$	28,507	$	468	$	(62	)		$	28,913
Equity Securities:
Mutual Funds	$	1,500	$	-	$	-		#	$	1,500
Total equity securities	$	1,500	$	-	$	-			$	1,500
Total investment securities	$	70,763	$	712	$	(249	)		$	71,226

There were no sales of available for sale securities for the six months ended March 31, 2022.

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The following tables indicate gross unrealized losses not recognized in income and fair value, aggregated by investment category, and the length of time individual securities have been in a continuous unrealized loss position at March 31, 2022 and September 30, 2021:

	March 31, 2022
	Less than 12 Months					More than 12 Months					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
Investment Securities Available for Sale:
U.S. government agencies	$	4,442	$	(558	)	$	-	$	-		$	4,442	$	(558	)
State and municipal obligations		9,951		(935	)		-		-			9,951		(935	)
Single issuer trust preferred security		-		-			922		(78	)		922		(78	)
Corporate debt securities		28,408		(1,092	)		1,459		(41	)		29,867		(1,133	)
MBS Securities		2,438		(66	)		-		-			2,438		(66	)
U.S. Treasury Note		1,479		(4	)		-		-			1,479		(4	)
Total	$	46,718	$	(2,655	)	$	2,381	$	(119	)	$	49,099	$	(2,774	)

	September 30, 2021
	Less than 12 Months					More than 12 Months					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
Investment Securities Available for Sale:
U.S. government agencies	$	4,993	$	(7	)	$	-	$	-		$	4,993	$	(7	)
State and municipal obligations		1,819		(3	)		-		-			1,819		(3	)
Single issuer trust preferred security		-		-			875		(125	)		875		(125	)
Corporate debt securities		8,475		(25	)		2,973		(27	)		11,448		(52	)
Total investment securities	$	15,287	$	(35	)	$	3,848	$	(152	)	$	19,135	$	(187	)

As of March 31, 2022, the estimated fair value of the securities disclosed above was primarily dependent upon the movement in market interest rates, particularly given the inherent credit risk associated with these securities. These investment securities are comprised of securities that are rated investment grade by at least one bond credit rating service. Management believes that the unrealized losses on these securities are a function of changes in market interest rates and credit spreads, not changes in credit quality. No allowance for credit losses was recorded at March 31, 2022 on available for sale securities. As of March 31, 2022, the Company held eleven corporate debt securities, seven municipal bonds, one U.S. government agency, one U.S. Tressury note, one mortgage-backed security, and one single issuer trust preferred security which were in an unrealized loss position. The Company does not intend to sell, and expects that it is unlikely that it will be required to sell, these securities until such time as the value recovers or the securities mature. Management does not believe any individual unrealized loss as of March 31, 2022 represents an other-than-temporary impairment.

Investment securities having a carrying value of approximately $2.4 million and $2.9 million at March 31, 2022 and September 30, 2021, respectively, were pledged to secure public funds deposits, and prospective FRB discount window borrowings. No investment securities were pledged to secure hedges at March 31, 2022 or September 30, 2021. No investment securities were pledged to secure short-term borrowings at March 31, 2022 and September 30, 2021.

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The following table presents information for investment securities at March 31, 2022, based on scheduled maturities. Actual maturities can be expected to differ from scheduled maturities due to prepayment or early call options of the issuer.

	March 31, 2022
	Amortized Cost		Fair Value
	(In thousands)
Available-for-Sale:
Within 1 year	$	-	$	-
Over 1 year through five years		4,984		4,915
After 5 years through ten years		31,989		30,969
Over 10 years		19,890		18,299
Total	$	56,863	$	54,183
Held-to-Maturity:
Within 1 year	$	254	$	254
Over 1 year through five years		10,036		10,062
After 5 years through ten years		3,122		2,929
Over 10 years		27,176		24,979
Mortgage-backed securities:
Mortgage Backed Security ("MBS"), fixed-rate		2,358		2,155
Collateralized mortgage obligations (“CMO”), fixed-rate		5,566		5,337
Total	$	48,512	$	45,716
Equity Securities:
Within 1 year	$	500	$	500
After 5 years through ten years		1,000		945
	$	1,500	$	1,445
Total investment securities	$	106,875	$	101,344

Note 6 – Loans Receivable and Related Allowance for Loan Losses

Loans receivable in the Company’s portfolio consisted of the following at the dates indicated below:

	March 31, 2022			September 30, 2021
	(In thousands)
Residential mortgage	$	177,669		$	198,710
Construction and Development:
Residential and commercial		25,558			61,492
Land		4,603			2,204
Total Construction and Development		30,161			63,696
Commercial:
Commercial real estate		400,974			426,915
Farmland		15,624			10,297
Multi-family		54,789			66,332
Commercial and industrial		101,354			115,246
Other		7,977			10,954
Total Commercial		580,718			629,744
Consumer:
Home equity lines of credit		12,283			13,491
Second mortgages		4,969			5,884
Other		2,237			2,299
Total Consumer		19,489			21,674
Total loans		808,037			913,824
Deferred loan costs, net		574			629
Allowance for loan losses		(9,301	)		(11,472	)
Total loans receivable, net	$	799,310		$	902,981

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The following tables summarize the primary classes of the allowance for loan losses (“ALLL”), segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment, as of March 31, 2022 and September 30, 2021. Activity in the ALLL is presented for the three and six months ended March 31, 2022 and 2021 and the fiscal year ended September 30, 2021:

				Construction and Development					Commercial														Consumer
	Residential Mortgage			Residential and Commercial			Land		Commercial Real Estate			Farmland		Multi- Family			Commercial and Industrial			Other			Home Equity Lines of Credit		Second Mortgages			Other			Unallocated		Total
Allowance for loan losses:	(In thousands)
Three Months Ended March 31,2022
Beginning balance	$	935		$	428		$	15	$	7,118		$	56	$	450		$	791		$	54		$	76	$	6		$	20		$	88	$	10,037
Charge-offs		-			-			-		-			-		-			(764	)		-			-		(21	)		-			-		(785	)
Recoveries		-			-			-		1			-		-			1			-			-		47			-			-		49
Provisions		(121	)		(276	)		12		(914	)		218		(123	)		1,169			(54	)		2		69			(3	)		21		-
Ending balance	$	814		$	152		$	27	$	6,205		$	274	$	327		$	1,197		$	-		$	78	$	101		$	17		$	109	$	9,301

				Construction and Development				Commercial															Consumer
	Residential Mortgage			Residential and Commercial		Land		Commercial Real Estate			Farmland			Multi- Family			Commercial and Industrial			Other			Home Equity Lines of Credit			Second Mortgages			Other			Unallocated			Total
Allowance for loan losses:	(In thousands)
Three Months Ended March 31,2021
Beginning balance	$	1,603		$	508	$	24	$	7,973		$	352		$	508		$	600		$	50		$	125		$	179		$	25		$	1,088		$	13,035
Charge-offs		-			-		-		(484	)		-			-			-			-			-			-			-			-			(484	)
Recoveries		-			-		-		-			-			-			-			-			1			48			1			-			50
Provisions		(175	)		24		-		888			(317	)		(2	)		(43	)		(1	)		(7	)		(113	)		(1	)		(253	)		-
Ending balance	$	1,428		$	532	$	24	$	8,377		$	35		$	506		$	557		$	49		$	119		$	114		$	25		$	835		$	12,601

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				Construction and Development					Commercial														Consumer
	Residential Mortgage			Residential and Commercial			Land		Commercial Real Estate			Farmland		Multi- Family			Commercial and Industrial			Other			Home Equity Lines of Credit		Second Mortgages			Other			Unallocated		Total
Allowance for loan losses:	(In thousands)
Six Months Ended March 31, 2022
Beginning balance	$	934		$	428		$	15	$	7,043		$	56	$	450		$	2,221		$	54		$	76	$	87		$	20		$	88	$	11,472
Charge-offs		-			-			-		-			-		-			(2,194	)		-			-		(105	)		-			-		(2,299	)
Recoveries		1			-			-		76			-		-			1			-			-		50			-			-		128
Provisions		(121	)		(276	)		12		(914	)		218		(123	)		1,169			(54	)		2		69			(3	)		21		-
Ending balance	$	814		$	152		$	27	$	6,205		$	274	$	327		$	1,197		$	-		$	78	$	101		$	17		$	109	$	9,301
Ending balance: individually evaluated for impairment	$	58		$	-		$	-	$	-		$	180	$	-		$	5		$	-		$	-	$	-		$	-		$	-	$	243
Ending balance: collectively evaluated for impairment	$	756		$	152		$	27	$	6,205		$	94	$	327		$	1,192		$	-		$	78	$	101		$	17		$	109	$	9,058
Loans receivable:
Ending balance	$	177,669		$	25,558		$	4,603	$	400,974		$	15,624	$	54,789		$	101,354		$	7,977		$	12,283	$	4,969		$	2,237				$	808,037
Ending balance: individually evaluated for impairment	$	482		$	-		$	-	$	-		$	2,232	$	-		$	625		$	-		$	-	$	-		$	-				$	3,339
Ending balance: collectively evaluated for impairment	$	177,187		$	25,558		$	4,603	$	400,974		$	13,392	$	54,789		$	100,729		$	7,977		$	12,283	$	4,969		$	2,237				$	804,698

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				Construction and Development				Commercial																Consumer
	Residential Mortgage			Residential and Commercial		Land		Commercial Real Estate			Farmland			Multi- Family				Commercial and Industrial			Other			Home Equity Lines of Credit			Second Mortgages			Other			Unallocated		Total
Allowance for loan losses:	(In thousands)
Six Months Ended March 31,2021
Beginning balance	$	1,667		$	465	$	23	$	8,682		$	47		$	511			$	578		$	51		$	130		$	196		$	29		$	54	$	12,433
Charge-offs		-			-		-		(484	)		-			-				-			-			-			-			(1	)		-		(485	)
Recoveries		1			-		-		1			-			-				1			-			1			98			1			-		103
Provisions		(240	)		67		1		178			(12	)		(5	)			(22	)		(2	)		(12	)		(180	)		(4	)		781		550
Ending balance	$	1,428		$	532	$	24	$	8,377		$	35		$	506			$	557		$	49		$	119		$	114		$	25		$	835	$	12,601
Ending balance: individually evaluated for impairment	$	-		$	-	$	-	$	1,476		$	-		$	-			$	-		$	-		$	-		$	38		$	-		$	-	$	1,514
Ending balance: collectively evaluated for impairment	$	1,428		$	532	$	24	$	6,901		$	35		$	506			$	557		$	49		$	119		$	76		$	25		$	835	$	11,087
Loans receivable:
Ending balance	$	218,165		$	76,257	$	3,596	$	482,611		$	7,344		$	67,122			$	94,706		$	9,927		$	15,936		$	8,114		$	2,650				$	986,428
Ending balance: individually evaluated for impairment	$	3,671		$	-	$	-	$	38,838		$	2,266		$	-		#	$	549		$	-		$	24		$	352		$	-				$	45,700
Ending balance: collectively evaluated for impairment	$	214,494		$	76,257	$	3,596	$	443,773		$	5,078		$	67,122			$	94,157		$	9,927		$	15,912		$	7,762		$	2,650				$	940,728

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					Construction and Development						Commercial													Consumer
		Residential Mortgage			Residential and Commercial			Land			Commercial Real Estate			Farmland		Multi- Family			Commercial and Industrial			Other		Home Equity Lines of Credit			Second Mortgages			Other			Unallocated		Total
Allowance for loan losses:	(In thousands)
Year Ended September 30, 2021
Beginning balance		$	1,667		$	465		$	23		$	8,682		$	47	$	511		$	578		$	51	$	130		$	196		$	29		$	54	$	12,433
Charge-offs			-			-			-			(11,930	)		-		-			(379	)		-		-			-			(4	)		-		(12,313	)
Recoveries			41			4			-			1			-		-			2			-		17			108			2			-		176
Provisions			(774	)		(41	)		(8	)		10,290			9		(61	)		2,020			3		(71	)		(217	)		(7	)		34		11,176
Ending balance		$	934		$	428		$	15		$	7,043		$	56	$	450		$	2,221		$	54	$	76		$	87		$	20		$	88	$	11,472
Ending balance: individually evaluated for impairment		$	-		$	-		$	-		$	18		$	-	$	-		$	1,488		$	-	$	-		$	38		$	-		$	-	$	1,544
Ending balance: collectively evaluated for impairment		$	934		$	428		$	15		$	7,025		$	56	$	450		$	733		$	54	$	76		$	49		$	20		$	88	$	9,928
Loans receivable:
Ending balance		$	198,710		$	61,492		$	2,204		$	426,915		$	10,297	$	66,332		$	115,246		$	10,954	$	13,491		$	5,884		$	2,299				$	913,824
Ending balance: individually evaluated for impairment		$	-		$	-		$	-		$	286		$	-	$	-		$	2,517		$	-	$	-		$	102		$	-				$	2,905
Ending balance: collectively evaluated for impairment		$	198,710		$	61,492		$	2,204		$	426,629		$	10,297	$	66,332		$	112,729		$	10,954	$	13,491		$	5,782		$	2,299				$	910,919

-18-

In assessing the adequacy of the ALLL, it is recognized that the process, methodology and underlying assumptions require a significant degree of judgment. The estimation of loan losses is not precise; the range of factors considered is wide and is significantly dependent upon management’s judgment, including the outlook and potential changes in the economic environment. Any unallocated portion of the ALLL in conjunction with the quarterly review and changes to the qualitative factors to adjust for the risk due to current economic conditions reflects management’s estimate of probable inherent but undetected losses within the portfolio due to uncertainties in economic conditions, regulatory requirements, delays in obtaining information, including unfavorable information about a borrower’s financial condition, the difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet manifested themselves in loss allocation factors.

The Company recorded no provision for loan losses for the three month period ended March 31, 2022 or 2021. During the three months period ended March 31, 2022, the Company recorded two charge offs of $785,000 and recoveries of $49,000. During the three months period ended March 31, 2021, the Company recorded one charge off of $484,000 and recoveries of $50,000.

The Company recorded no provision for loan losses for the six month period ended March 31, 2022 and a $550,000 provision during the six months period ended March 31, 2021. For the six months period ended March 31, 2022, the Company recorded charge offs of $2.3 million and recoveries of $128,000. During the six months period ended March 31, 2021, the Company recorded charge offs of $485,000 and recoveries of $103,000.

-19-

Impaired loans with no specific allowance decreased by $22.9 million from $39.7 million at September 30, 2021 to $16.9 million at March 31, 2022, due primarily to three commercial real estate loans totaling $18.9 million being sold during the six months period, as part of the note sale, previously announced, $2.2 million partial charge down of one commercial and industrial loan and a $1.7 million valuation allowance recorded on loans held for sale. The valuation allowance adjustment consists of approximately $395,000 in reduced value and approximately $1.3 million in real estate tax expense. The following table presents impaired loans in the portfolio by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary, as of March 31, 2022 and September 30, 2021:

	Impaired Loans with Specific Allowance				Impaired Loans with No Specific Allowance		Total Impaired Loans
	Recorded Investment		Related Allowance		Recorded Investment		Recorded Investment		Unpaid Principal Balance
	(In thousands)
March 31, 2022
Residential mortgage	$	482	$	58	$	2,394	$	2,876	$	2,876
Commercial:
Commercial real estate		-		-		13,840		13,840		13,840
Farmland		2,232		180		-		2,232		2,232
Commercial and industrial		625		5		356		981		981
Consumer:
Home equity lines of credit		-		-		21		21		21
Second mortgages		-		-		253		253		253
Total impaired loans	$	3,339	$	243	$	16,864	$	20,203	$	20,203
September 30, 2021
Residential mortgage	$	-	$	-	$	2,594	$	2,594	$	2,766
Commercial:
Commercial real estate		286		18		33,543		33,829		33,368
Farmland						2,254		2,254		2,254
Commercial and industrial		2,517		1,488		630		3,147		3,584
Consumer:
Home equity lines of credit		-		-		23		23		28
Second mortgages		102		38		696		798		874
Total impaired loans	$	2,905	$	1,544	$	39,740	$	42,645	$	42,874

The following table presents the average recorded investment in impaired loans in the loan portfolio and related interest income recognized for the three and six months ended March 31, 2022 and 2021:

	Three Months Ended March 31, 2022				Six Months Ended March 31, 2022
	Average Impaired Loans		Interest Income Recognized on Impaired Loans		Average Impaired Loans		Interest Income Recognized on Impaired Loans
	(In thousands)
Residential mortgage	$	2,610	$	25	$	1,727	$	47
Commercial:
Commercial real estate		12,757		7		8,626		9
Farmland		2,236		20		1,494		40
Commercial and industrial		1,476		5		1,381		10
Consumer:
Home equity lines of credit		22		-		10		-
Second mortgages		685		-		528		-
Total	$	19,786	$	57	$	13,766	$	106

-20-

	Three Months Ended March 31, 2021				Six Months Ended March 31, 2021
	Average Impaired Loans		Interest Income Recognized on Impaired Loans		Average Impaired Loans		Interest Income Recognized on Impaired Loans
	(In thousands)
Residential mortgage	$	3,383	$	19	$	3,434	$	34
Commercial:
Commercial real estate		34,226		145		29,930		250
Farmland		2,278		19		1,516		19
Commercial and industrial		549		5		365		7
Consumer:
Home equity lines of credit		56		-		65		-
Second mortgages		658		2		679		3
Total	$	41,150	$	190	$	35,989	$	313

No additional funds are committed to be advanced in connection with impaired loans.]

The following table presents the classes of the loan portfolio categorized as pass, special mention, substandard and doubtful within the Company’s internal risk rating system as of March 31, 2022 and September 30, 2021:

	Pass		Special Mention		Substandard		Doubtful		Total
	(In thousands)
March 31, 2022:
Residential mortgage	$	174,594	$	-	$	3,075	$	-	$	177,669
Construction and Development:
Residential and commercial		25,558		-		-		-		25,558
Land		4,603		-		-		-		4,603
Commercial:
Commercial real estate		357,298		42,972		704		-		400,974
Farmland		13,392		-		2,232		-		15,624
Multi-family		54,789		-		-		-		54,789
Commercial and industrial		95,347		-		6,007		-		101,354
Other		7,977		-		-		-		7,977
Consumer:
Home equity lines of credit		12,107		-		176		-		12,283
Second mortgages		4,560		63		346		-		4,969
Other		2,234		-		3		-		2,237
Total	$	752,459	$	43,035	$	12,543	$	-	$	808,037

	Pass		Special Mention		Substandard		Doubtful		Total
	(In thousands)
September 30, 2021:
Residential mortgage	$	195,658	$	-	$	3,052	$	-	$	198,710
Construction and Development:
Residential and commercial		61,492		-		-		-		61,492
Land		2,204		-		-		-		2,204
Commercial:
Commercial real estate		376,721		48,705		1,489		-		426,915
Farmland		8,043		-		2,254		-		10,297
Multi-family		57,052		9,280		-		-		66,332
Commercial and industrial		106,910		-		8,336		-		115,246
Other		10,954		-		-		-		10,954
Consumer:
Home equity lines of credit		13,390		-		101		-		13,491
Second mortgages		4,908		68		908		-		5,884
Other		2,299		-		-		-		2,299
Total	$	839,631	$	58,053	$	16,140	$	-	$	913,824

-21-

The following table presents loans that are no longer accruing interest as of March 31, 2022 and September 30, 2021, by portfolio class:

	March 31, 2022		September 30, 2021
	(In thousands)
Non-accrual loans:
Residential mortgage	$	610	$	879
Commercial:
Commercial and industrial		285		2,517
Consumer:
Home equity lines of credit		22		23
Second mortgages		184		278
Total non-accrual loans	$	1,101	$	3,697

Under the Bank’s loan policy, once a loan has been placed on non-accrual status, we do not resume interest accruals until the loan has been brought current and has maintained a current payment status for not less than six consecutive months. Total non-accrual loans exclude loans held-for-sale. Non-accrual loans totaled $1.1 million at March 31, 2022, and $3.7 million at September 30, 2021. The decrease in non-accrual loans was primarily due a partial charge down of $2.2 million related to one non-accrual commercial and industrial loan. This loan had a specific allocation of $1.5 million previously reported at September 30, 2021. The partial charge down was the result of the ongoing monitoring and evaluation of the loan’s value in light of indications of interest received with respect to the note. Interest income that would have been recognized on non-accrual loans had they been current in accordance with their original terms was approximately $20,000 for the three months ended March 31, 2022, and $23,000 for the six months ended March 31, 2022. Interest income that would have been recognized on non-accrual loans had they been current in accordance with their original terms was approximately $407,000 for the three months ended March 31, 2021 and $545,000 for the six months ended March 31, 2021. At March 31, 2022 there was one loan for $3,000 that was past due 90 days or more and still accruing interest. At September 30, 2021, there were no loans past due 90 days or more and still accruing interest.

Management monitors the performance and credit quality of the loan portfolio by analyzing the age of the loan portfolio and categorizing each loan as “current”, meaning payment is received from a borrower by the scheduled due date, or by the length of time a scheduled payment is past due. The following table presents the classes of the loan portfolio categorized by the following aging categories as of March 31, 2022 and September 30, 2021:

	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days and More Past Due		Total Past Due		Total Loans Receivable		Loans Receivable > 90 Days and Accruing
	(In thousands)
March 31, 2022:
Residential mortgage	$	176,171	$	1,311	$	-	$	187	$	1,498	$	177,669	$	-
Construction and Development:
Residential and commercial		25,558		-		-		-		-		25,558		-
Land		4,603		-		-		-		-		4,603		-
Commercial:
Commercial real estate		400,471		503		-		-		503		400,974		-
Farmland		15,624		-		-		-		-		15,624		-
Multi-family		54,789		-		-		-		-		54,789		-
Commercial and industrial		101,069		285		-		-		285		101,354		-
Other		7,977		-		-		-		-		7,977		-
Consumer:								-
Home equity lines of credit		12,206		77		-		-		77		12,283		-
Second mortgages		4,961		-		-		8		8		4,969		-
Other		2,234		-		-		3		3		2,237		-
Total	$	805,663	$	2,176	$	-	$	198	$	2,374	$	808,037	$	-

-22-

	Current		30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Total Loans Receivable		Loans Receivable > 90 Days and Accruing
	(In thousands)
September 30, 2021:
Residential mortgage	$	197,062	$	796	$	241	$	611	$	1,648	$	198,710	$	-
Construction and Development:
Residential and commercial		61,492		-		-		-		-		61,492		-
Land		2,204		-		-		-		-		2,204		-
Commercial:
Commercial real estate		426,915		-		-		-		-		426,915		-
Farmland		10,297		-		-		-		-		10,297		-
Multi-family		66,332		-		-		-		-		66,332		-
Commercial and industrial		115,246		-		-		-		-		115,246		-
Other		10,954		-		-		-		-		10,954		-
Consumer:
Home equity lines of credit		13,394		97		-		-		97		13,491		-
Second mortgages		5,697		4		83		100		187		5,884		-
Other		2,296		3		-		-		3		2,299		-
Total	$	911,889	$	900	$	324	$	711	$	1,935	$	913,824	$	-

Restructured loans deemed to be TDRs are typically the result of an extension of the loan maturity date or a reduction of the interest rate of the loan to a rate that is below market, a combination of rate and maturity extension, or by other means, including covenant modifications, forbearance and other concessions. However, the Bank generally restructures loans by modifying the payment structure to require payments of interest only for a specified period or by reducing the actual interest rate. Once a loan becomes a TDR, it will continue to be reported as a TDR during the term of the restructuring.

The Company had 22 and 26 loans classified as TDRs at March 31, 2022 and September 30, 2021, respectively, with an aggregate outstanding balance of $6.2 million and $18.2 million, respectively. At March 31, 2022, these loans were also classified as impaired. The decrease is primarily related to two TDR commercial real estate loans totaling $11.4 million that were sold during the period, with no gains or losses recognized on the sale, as part of the note sale previously announced. 19 of the TDR loans continue to perform under the restructured terms through March 31, 2022 and the Company continued to accrue interest on such loans through such date.

Loans that have been classified as TDRs have modified payment terms and in some cases modified interest rates from the original agreements, which allow the borrowers, who were experiencing financial difficulty, to make interest only payments for a period of time in order to relieve some of their overall cash flow burden. Some loan modifications classified as TDRs may not ultimately result in the full collection of principal and interest, as modified, and could result in potential incremental losses. These potential incremental losses have been factored into our overall estimate of the ALLL. The level of any defaults will likely be affected by future economic conditions. A default on a TDR loan for purposes of this disclosure occurs when the borrower is 90 days past due or a foreclosure or repossession of the applicable collateral has occurred.

-23-

TDRs may arise in cases where, due to financial difficulties experienced by the borrower, the Company obtains through physical possession one or more collateral assets in satisfaction of all or part of an existing credit. Once possession is obtained, the Company reclassifies the appropriate portion of the remaining balance of the credit from loans to other real estate owned (“OREO”), which is included within other assets in the Consolidated Statements of Financial Condition. For any residential real estate property collateralizing a consumer mortgage loan, the Company is considered to possess the related collateral only if legal title is obtained upon completion of foreclosure, or the borrower conveys all interest in the residential real estate property to the Company through completion of a deed in lieu of foreclosure or similar legal agreement. Excluding OREO, the Company had zero and $185,000 of residential real estate properties in the process of foreclosure at March 31, 2022 and September 30, 2021, respectively. The following table presents total TDRs as of December 31, 2021 and September 30, 2021:

	Total Troubled Debt Restructurings				Troubled Debt Restructured Loans That Have Defaulted on Modified Terms Within The Past 12 Months
	Number of Loans		Recorded Investment		Number of Loans		Recorded Investment
	(Dollars in thousands)
December 31, 2021:
Residential mortgage		14	$	2,689		-	$	-
Commercial:
Commercial real estate		3		595		2		504
Farmland		1		2,232		-		-
Commercial and industrial		1		625		-		-
Consumer:
Second mortgages		3		69		-		-
Total		22	$	6,210		2	$	504
September 30, 2021:
Residential mortgage		16	$	3,180		4	$	640
Commercial:								-
Commercial real estate		5		12,180		-		-
Farmland		1		2,254		-		-
Commercial and industrial		1		549		-		-
Consumer:
Second mortgages		3		78		-		-
Total		26	$	18,241		4	$	640

The following table reports the performing status of all TDR loans. The performing status is determined by a loan’s compliance with the modified terms:

	March 31, 2022				September 30, 2021
	Performing		Non-Performing		Performing		Non-Performing
	(In thousands)
Residential mortgage	$	2,266	$	423	$	2,540	$	640
Commercial:
Commercial real estate		595		-		12,180		-
Farmland		2,232		-		2,254		-
Commercial and industrial		625		-		549		-
Consumer:
Second mortgages		69		-		78		-
Total	$	5,787	$	423	$	17,601	$	640

-24-

There were two new TDRs for the six months ended March 31, 2022.

The following tables show the new TDRs for the three and six months ended March 31, 2022 compared to the three and six months ended March 31, 2021:

	For the Three Months Ended March 31,
	2022						2021
	Number of Contracts		Pre- Modifications Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modifications Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(In thousands)
Troubled Debt Restructurings:
Residential mortgage		-	$	-	$	-		-	$	-	$	-
Commercial:
Commercial real estate		-	$	-	$	-		-	$	-	$	-
Farmland		-	$	-	$	-		1	$	2,287	$	2,287
Commercial and industrial		-	$	-	$	-		1	$	549	$	549
Consumer:
Second mortgages		-	$	-	$	-		-	$	-	$	-
Total troubled debt restructurings		-	$	-	$	-		2	$	2,836	$	2,836

	For the Six Months Ended March 31,
	2022						2021
	Number of Contracts		Pre- Modifications Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modifications Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(Dollars in thousands)
Troubled Debt Restructurings:
Residential mortgage		1	$	482	$	482		-	$	-	$	-
Commercial:
Commercial real estate		-	$	-	$	-		-	$	-	$	-
Farmland		-	$	-	$	-		1	$	2,287	$	2,287
Commercial and industrial		1	$	504	$	504		1	$	549	$	549
Total troubled debt restructurings		2	$	986	$	986		2	$	2,836	$	2,836

Under Section 4013 of the CARES Act, and separately based upon regulatory guidance promulgated by federal banking regulators (collectively, “Interagency Statement”), qualifying short-term loan modifications resulting in payment deferrals that are attributable to the adverse impact of COVID-19 are not considered to be TDRs. As such, the applicable loans are reported as current with regard to payment status and continue to accrue interest during the payment deferral period. At March 31, 2022, there were four such loan modifications totaling approximately $42.3 million, all rated “special mention”. At September 30, 2021, the Company had eight COVID-19 modified loans totaling approximately $61.2 million, all were rated “special mention”.

-25-

The following tables set forth the composition of these loans by loan segments as of March 31, 2022 and September 30, 2021:

	March 31 ,2022
	Number of Loans		Loan Modified Exposure		Gross Loans March 31 ,2022		Percentage of Gross Loans on Modified
			(Dollars in thousands)
Residential mortgage		-	$	-	$	177,669		0.00	%

Construction and Development:
Residential and commercial		-		-		25,558		0.00	%
Land loans		-		-		4,603		0.00	%
Total Construction and Development		-		-		30,161		0.00	%

Commercial:
Commercial real estate		4		42,321		400,974		5.24	%
Farmland		-		-		15,624		0.00	%
Multi-family		-		-		54,789		0.00	%
Commercial and industrial		-		-		101,354		0.00	%
Other		-		-		7,977		0.00	%
Total Commercial		4		42,321		580,718		5.24	%

Consumer:
Home equity lines of credit		-		-		12,283		0.00	%
Second mortgages		-		-		4,969		0.00	%
Other		-		-		2,237		0.00	%
Total Consumer		-		-		19,489		0.00	%
Total loans		4	$	42,321	$	808,037		5.24	%

	September 30, 2021
	Number of Loans		Loan Modified Exposure		Gross Loans September 30, 2021		Percentage of Gross Loans on Modified
			(Dollars in thousands)
Residential mortgage		2	$	667	$	198,710		0.07	%

Construction and Development:
Residential and commercial		-		-		61,492		0.00	%
Land loans		-		-		2,204		0.00	%
Total Construction and Development		-		-		63,696		0.00	%

Commercial:
Commercial real estate		6		60,567		426,915		6.63	%
Farmland		-		-		10,297		0.00	%
Multi-family		-		-		66,332		0.00	%
Commercial and industrial		-		-		115,246		0.00	%
Other		-		-		10,954		0.00	%
Total Commercial		6		60,567		629,744		6.63	%

Consumer:
Home equity lines of credit		-		-		13,491		0.00	%
Second mortgages		-		-		5,884		0.00	%
Other		-		-		2,299		0.00	%
Total Consumer		-		-		21,674		0.00	%
Total loans		8	$	61,234	$	913,824		6.70	%

-26-

Note 7 - Regulatory Matters

Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors.

In July 2013, the respective U.S. federal banking agencies issued final rules implementing Basel III and the Dodd-Frank Act capital requirements to be fully phased in on a global basis on January 1, 2019. The regulations establish a new tangible common equity capital requirement, increase the minimum requirement for the current Tier 1 risk-weighted asset (“RWA”) ratio, phase out certain kinds of intangibles treated as capital and certain types of instruments and change the risk weightings of certain assets used to determine required capital ratios. The new common equity Tier 1 capital component requires capital of the highest quality – predominantly composed of retained earnings and common stock instruments. For community banks, such as the Bank, a common equity Tier 1 capital ratio of 4.5% became effective on January 1, 2015. The new capital rules also increased the minimum Tier 1 capital ratio from 4.0% to 6.0% beginning on January 1, 2015. The rules also establish a capital conservation buffer of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios: (1) a common equity Tier 1 capital ratio of 7.0%, (2) a Tier 1 capital ratio of 8.5%, and (3) a total capital ratio of 10.5%. The new capital conservation buffer requirement began to be phased in on January 1, 2016 at 0.625% of risk-weighted assets and increased by that amount each year until it became fully implemented at 2.5% on January 1, 2019. An institution is also subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of tangible and core capital (as defined in the regulations) to total adjusted tangible assets (as defined in the regulations) and of risk-based capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations).

As of March 31, 2022 and as of September 30, 2021, the Company’s and the Bank’s current capital levels exceeded the required capital amounts to be considered “well capitalized” and they also met the fully-phased in minimum capital requirements, including the related capital conservation buffers, as required by the Basel III capital rules.

-27-

The following table summarizes the Company’s compliance with applicable regulatory capital requirements as of March 31, 2022 and September 30, 2021:

	Actual					For Capital Adequacy Purposes					To be Well Capitalized Under Prompt Corrective Action Provisions (1)
	Amount		Ratio			Amount		Ratio			Amount	Ratio
	(Dollars in thousands)
As of March 31, 2022
Tier 1 Leverage (Core) Capital (to adjusted assets)	$	144,898		12.83	%	$	45,158		4.00	%	N/A	N/A
Common Equity Tier 1 Capital (to risk weighted assets)		144,898		16.38	%		39,804		4.50	%	N/A	N/A
Tier 1 Capital (to risk weighted assets)		144,898		16.38	%		53,073		6.00	%	N/A	N/A
Total Risk Based Capital (to risk weighted assets)		179,280		20.27	%		70,763		8.00	%	N/A	N/A
As of September 30, 2021
Tier 1 Leverage (Core) Capital (to adjusted assets)	$	142,132		11.84	%	$	48,020		4.00	%	N/A	N/A
Common Equity Tier 1 Capital (to risk weighted assets)		142,132		14.53	%		44,024		4.50	%	N/A	N/A
Tier 1 Capital (to risk weighted assets)		142,132		14.53	%		58,699		6.00	%	N/A	N/A
Total Risk Based Capital (to risk weighted assets)		178,620		18.26	%		78,265		8.00	%	N/A	N/A

(1) The Company is not subject to the regulatory capital ratios imposed by Basel III on bank holding companies because the Company was deemed to be a small bank holding company as of March 31, 2022 and September 20, 2021.

The following table summarizes the Bank’s compliance with applicable regulatory capital requirements as of March 31, 2022 and September 30, 2021:

	Actual					For Capital Adequacy Purposes					To be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
As of March 31, 2022
Tier 1 Leverage (Core) Capital (to adjusted assets)	$	160,992		14.29	%	$	45,074		4.00	%	$	56,343		5.00	%
Common Equity Tier 1 Capital (to risk weighted assets)		160,992		18.25	%		39,802		4.50	%		57,347		6.50	%
Tier 1 Capital (to risk weighted assets)		160,992		18.25	%		52,936		6.00	%		70,582		8.00	%
Total Risk Based Capital (to risk weighted assets)		170,374		19.31	%		70,582		8.00	%		88,227		10.00	%
As of September 30, 2021
Tier 1 Leverage (Core) Capital (to adjusted assets)	$	157,518		13.14	%	$	47,946		4.00	%	$	59,933		5.00	%
Common Equity Tier 1 Capital (to risk weighted assets)		157,518		16.13	%		43,934		4.50	%		63,460		6.50	%
Tier 1 Capital (to risk weighted assets)		157,518		16.13	%		58,579		6.00	%		78,105		8.00	%
Total Risk Based Capital (to risk weighted assets)		169,072		17.32	%		78,105		8.00	%		97,632		10.00	%

-28-

Note 8 – Derivatives and Hedging Activities

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future uncertain cash amounts, the value of which are determined by interest rates.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. At March 31, 2022, such derivatives were used to hedge the variable cash flows associated with advances from the Federal Home Loan Bank of Pittsburgh.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates approximately $10,000 to be reclassified to earnings as a decrease to interest expense. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of twenty months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments).

The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service the Company provides to certain customers. As the interest rate swaps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Statements of Financial Condition as of March 31, 2022 and September 30, 2021:

`	March 31, 2022
	Asset derivatives					Liability derivatives
	Notional Amount		Fair Value		Statement of Financial Condition Location	Notional Amount		Fair Value		Statement of Financial Condition Location
	(In thousands)
Derivatives designated as a hedging instrument:
Interest rate swap agreement	$	60,000	$	2,224	Other assets	$	—	$	—	Other liabilities
Derivatives not designated as a hedging instrument:
Interest rate swap agreement	$	44,535	$	2,860	Other assets	$	44,535	$	2,862	Other liabilities


	September 30, 2021
	Asset derivatives					Liability derivatives
	Notional Amount		Fair Value		Statement of Financial Condition Location	Notional Amount		Fair Value		Statement of Financial Condition Location
	(In thousands)
Derivatives designated as a hedging instrument:
Interest rate swap agreement	$	40,000	$	14	Other assets	$	30,000	$	47	Other liabilities
Derivatives not designated as a hedging instrument:
Interest rate swap agreement	$	44,748	$	4,671	Other assets	$	44,748	$	4,673	Other liabilities

-29-

For the period ended March 31, 2022, $20.0 million short-term fixed-rate advances was hedged for aperiod of 4 years with a rolling 90 day maturity.

The tables below present the derivative assets and liabilities offsetting as of March 31, 2022 and September 30, 2021:


Offsetting of Derivative Assets	(In thousands)
as of March 31, 2022
							Gross Amounts Not Offset in the Statements of Financial Condition
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Derivatives	$	5,084	$	-	$	5,084	$	1,975	$	-	$	3,109


Offsetting of Derivative Liabilities	(In thousands)
as of March 31, 2022
							Gross Amounts Not Offset in the Statements of Financial Condition
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Posted		Net Amount
Derivatives	$	2,862	$	-	$	2,862	$	1,975	$	-	$	887


Offsetting of Derivative Assets	(In thousands)
as of September 30, 2021
							Gross Amounts Not Offset in the Statements of Financial Condition
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Assets presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount
Derivatives	$	4,685	$	-	$	4,685	$	-	$	-	$	4,685


Offsetting of Derivative Liabilities	(In thousands)
as of September 30, 2021
							Gross Amounts Not Offset in the Statements of Financial Condition
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Condition		Net Amounts of Liabilities presented in the Statement of Financial Condition		Financial Instruments		Cash Collateral Posted		Net Amount
Derivatives	$	4,720	$	-	$	4,720	$	221	$	8,257	$	(3,758	)

-30-

The tables below present the net gains (losses) recorded in accumulated other comprehensive income (loss) and the Consolidated Statements of Operations relating to the cash flow derivative instruments for the three and six months ended March 31, 2022 and 2021:

	Three Months Ended March 31, 2022
	Amount of Gain Recognized in OCI on Derivative		Amount of Loss Reclassified from OCI to Interest Expense
	(In thousands)
Interest rate swap agreements	$	1,748	$	(26		)
Total derivatives		1,748		(26		)

	Six Months Ended March 31, 2022
	Amount of Gain Recognized in OCI on Derivative				Amount of Loss Reclassified from OCI to Interest Expense
	(In thousands)
Interest rate swap agreements	$	2,142	$	(111		)
Total derivatives		2,142		(111		)

	Three Months Ended March 31, 2021
	Amount of Gain Recognized in OCI on Derivative		Amount of Loss Reclassified from OCI to Interest Expense
	(In thousands)
Interest rate swap agreements	$	322	$	(243	)
Total derivatives		322		(243	)

	Six Months Ended March 31, 2021
	Amount of Gain Recognized in OCI on Derivative		Amount of Loss Reclassified from OCI to Interest Expense
	(In thousands)
Interest rate swap agreements	$	314	$	(523	)
Total derivatives		314		(523	)

The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three and six months ended March 31, 2022 and 2021:

-31-

	Three Months Ended March 31, 2022
	Consolidated Statements of Operations	Amount of Gain Recognized in Income on derivatives
	(In thousands)
Derivatives not designated as a hedging instrument:
Interest rate swap agreement	Other income	$	1
Total		$	1

	Six Months Ended March 31, 2022
	Consolidated Statements of Operations	Amount of Gain Recognized in Income on derivatives
	(In thousands)
Derivatives not designated as a hedging instrument:
Interest rate swap agreement	Other income	$	2
Total		$	2

	Three Months Ended March 31, 2021
	Consolidated Statements of Operations	Amount of Loss Recognized in Income on derivatives
	(In thousands)
Derivatives not designated as a hedging instrument:
Interest rate swap agreement	Other income	$	2
Total		$	2

	Six Months Ended March 31, 2021
	Consolidated Statements of Operations	Amount of Loss Recognized in Income on derivatives
	(In thousands)
Derivatives not designated as a hedging instrument:
Interest rate swap agreement	Other income	$	3
Total		$	3

The Company has agreements with each of its derivative counterparties that contain a provision providing that if the Company defaults on any of its indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

At March 31, 2022 and September 30, 2021, the fair value of derivatives was in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements. There were no adjustments for nonperformance risk at March 31, 2022 and September 30, 2021. At March 31, 2022 and September 30, 2021, the Company has minimum collateral posting thresholds with certain of its derivative counterparties and has posted cash collateral of zero and $8.3 million, respectively, against its obligations under these agreements. If the Company had breached any of these provisions at March 31, 2022, it could have been required to settle its obligations under the agreements at the termination value and would have been required to pay any additional amounts due in excess of amounts previously posted as collateral with the respective counterparty.

-32-

Note 9 - Fair Value Measurements

The Company follows FASB ASC Topic 820 Fair Value Measurement to record fair value adjustments to certain assets and to determine fair value disclosures for the Company’s financial instruments. Investment and mortgage-backed securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, real estate owned and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets.

The Company groups its assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1— valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2—valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3—valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset.

The Company bases its fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy.

Fair value measurements for assets where there exists limited or no observable market data and, therefore, are based primarily upon the Company’s or other third-party’s estimates, are often calculated based on the characteristics of the asset, the economic and competitive environment, and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future valuations.

The Company monitors and evaluates available data to perform fair value measurements on an ongoing basis and recognizes transfers among the levels of the fair value hierarchy as of the date event or a change in circumstances that affects the valuation method chosen. There were no changes in valuation technique or transfers between levels at March 31, 2022 or September 30, 2021.

-33-

The tables below present the balances of assets measured at fair value on a recurring basis as of March 31, 2022 and September 30, 2021:

	March 31, 2022
	Total		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Investment securities available for sale:
Debt securities:
U.S. government agencies		4,442	$	-	$	4,442	$	-
State and municipal obligations		9,951		-		9,951		-
Single issuer trust preferred security		922		-		922		-
Corporate debt securities		34,950		-		34,950		-
Mortgage backed securities		2,439		-		2,439		-
U.S. treasury note		1,479		-		1,479		-
Total investment Securities available -for-sale		54,183		-		54,183		-
Equity Securities:
Mutual Funds		1,445		945		-		500
Total equity investment securities		1,445		945		-		500
Total investment securities available for sale	$	55,628	$	945	$	54,183	$	500

Assets:
Derivative instruments	$	5,804	$	-	$	5,804	$	-

Liabilities:
Derivative instruments	$	2,862	$	-	$	2,862	$	-

	September 30, 2021
	Total		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Investment securities available for sale:
Debt securities:
U.S. government agencies	$	4,993	$	-	$	4,993	$	-
State and municipal obligations		2,765		-		2,765		-
Single issuer trust preferred security		875		-		875		-
Corporate debt securities		32,180		-		32,180		-
Total investment Securities available -for-sale		40,813		-		40,813		-
Equity Securities:
Mutual Funds		1,500		1,000		-		500
Total equity investment securities		1,500		1,000		-		500
Total investment securities available for sale	$	42,313	$	1,000	$	40,813	$	500

Assets:
Derivative instruments	$	4,685	$	-	$	4,685	$	-

Liabilities:
Derivative instruments	$	4,720	$	-	$	4,720	$	-

-34-

The following tables present additional information about the equity securities measured at fair value on a recurring basis and for which the Company utilized significant unobservable inputs (Level 3 inputs) to determine fair value for the six months ended March 31, 2022 and March 31, 2021

	Fair value measurements
	using significant
	unobservable inputs
	(Level 3)
	(In thousands)
Balance, October 1, 2021	$	500
Payments received		-
Total gains or losses (realized/unrealized)
Included in earnings		-
Included in other comprehensive income		-
Purchases		-
Transfers in and/or out of Level 3		-
Balance, March 31, 2022	$	500


	Fair value measurements
	using significant
	unobservable inputs
	(Level 3)
	(In thousands)
Balance, October 1, 2020	$	500
Payments received		-
Total gains or losses (realized/unrealized)
Included in earnings		-
Included in other comprehensive income		-
Purchases		-
Transfers in and/or out of Level 3		-
Balance, March 31, 2021	$	500

All of the Company’s available for sale investment securities are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things. From time to time, the Company validates prices supplied by the independent pricing service by comparison to prices obtained from third-party sources or derived using internal models.

For assets measured at fair value on a nonrecurring basis that were still held at the end of the period, the following tables provide the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets or portfolios at March 31, 2022 and September 30, 2021:

	March 31, 2022
	Total		Level 1		Level 2		Level 3
	(In thousands)
Other real estate owned	$	4,961	$	-	$	-	$	4,961
Impaired loans⁽¹⁾		16,819		-		-		16,819
Total	$	21,780	$	-	$	-	$	21,780

-35-

	March 31, 2022
	Fair Value at March 31, 2022		Valuation Technique	Unobservable Input	Range/(Weighted Average)
	(Dollars in thousands)
Other real estate owned	$	4,961	Appraisal of Collateral(2)	Collateral discount(3)	4%/(4%)
Impaired loans⁽¹⁾		16,819	Appraisal of Collateral(2)	Collateral discount(3)	12%/(12%)
Total	$	21,780

(1)	Consisted of three loans with an aggregate balance of $16.5 million and with $243,000 in specific loan loss allowance.

(2)	Fair value is generally determined through independent appraisals of the underlying collateral primarily using comparable sales.

(3)	Appraisals may be adjusted by management for qualitative factors such as time, changes in economic conditions and estimated liquidation expense.

	September 30, 2021
	Total		Level 1		Level 2		Level 3
	(In thousands)
Other real estate owned	$	4,961	$	-	$	-	$	4,961
Impaired loans⁽¹⁾		33,876		18,900		-		14,976
Total	$	38,837	$	18,900	$	-	$	19,937

	September 30, 2021
	Fair Value at September 30, 2021		Valuation Technique	Unobservable Input	Range/(Weighted Average)
	(Dollars in thousands)
Other real estate owned	$	4,961	Appraisal of Collateral(2)	Collateral discount(3)	6.4%/(6.4%)
Impaired loans⁽¹⁾		33,876	Appraisal of Collateral(2)	Collateral discount(3)	(4.0%)-(12.0%)/(8%)
Total	$	38,837

(1)	Consisted of eight loans with an aggregate balance of $35.4 million and with $1.5 million in specific loan loss allowance.

(2)	Fair value is generally determined through independent appraisals of the underlying collateral primarily using comparable sales.

(3)	Appraisals may be adjusted by management for qualitative factors such as time, changes in economic conditions and estimated liquidation expense.

At March 31, 2022 and September 30, 2021, the Company did not have any additions to our mortgage servicing assets. At March 31, 2022 and September 30, 2021, the Company only sold loans with servicing released.

The following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of FASB ASC 825. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methods. However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company would realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. FASB ASC 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The fair value estimates presented herein are based on pertinent information available to management as of March 31, 2022 and September 30, 2021. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since March 31, 2022 and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

-36-

The following assumptions were used to estimate the fair value of the Company’s financial instruments:

Cash and Cash Equivalents—These assets are carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.

Investment Securities—Investment and mortgage-backed securities available for sale, and mutual funds(carried at fair value), are measured at fair value on a recurring basis. Fair value measurements for these securities are typically obtained from independent pricing services that the Company has engaged for this purpose. When available, the Company, or its independent pricing service, use quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that incorporate available trade, bid and other market information and for structured securities, cash flow and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, our independent pricing service’s applications apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing to prepare evaluations. For each asset class, pricing applications and models are based on information from market sources and integrate relevant credit information. All of our securities available for sale are valued using either of the foregoing methodologies to determine fair value adjustments recorded to our financial statements.

Loans Receivable—The Company does not record loans at fair value on a recurring basis. As such, valuation techniques discussed herein for loans are primarily for estimating fair value for FASB ASC 825 disclosure purposes. However, from time to time, we record nonrecurring fair value adjustments to loans to reflect partial write-downs for impairment or the full charge-off of the loan carrying value. The valuation of impaired loans is discussed below. The fair value estimate for FASB ASC 825 purposes differentiates loans based on their financial characteristics, such as product classification, loan category, pricing features and remaining maturity. Prepayment and credit loss estimates are evaluated by loan type and rate. The fair value of loans is estimated by discounting contractual cash flows using discount rates based on current industry pricing, adjusted for prepayment and credit loss estimates.

Impaired Loans—Impaired loans are valued utilizing independent appraisals that rely upon quoted market prices for similar assets in active markets. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience. The appraisals are adjusted downward by management, as necessary, for changes in relevant valuation factors subsequent to the appraisal date and are considered Level 3 inputs. At September 30, 2021, four of the Company’s real estate loans totaling $33.2 million classified as held-for-sale were deemed impaired. Three of the commercial real estate loans totaling $19.6 million were fair valued at level 1 input as based off of a subsequent sale, and the other commercial real estate loan totaling $13.6 million was fair valued at level 3 is based off an appraisal.

Accrued Interest Receivable—This asset is carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.

Restricted Stock—Although restricted stock is an equity interest in the Federal Reserve Bank, FHLB and ACBB, it is carried at cost because it does not have a readily determinable fair value as its ownership is restricted and it lacks a market. The estimated fair value approximates the carrying amount.

Other Real Estate Owned—Assets acquired through foreclosure or deed in lieu of foreclosure are recorded at estimated fair value less estimated selling costs when acquired, thus establishing a new cost basis. Fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience, and are considered Level 3 inputs. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the ALLL. If the estimated fair value of the asset declines, a write-down is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of, among other factors, changes in the economic conditions.

Deposits—Deposit liabilities are carried at cost. As such, valuation techniques discussed herein for deposits are primarily for estimating fair value for FASB ASC 825 disclosure purposes. The fair value of deposits is discounted based on rates available for time deposits of similar maturities. Fair value approximates book value for saving accounts, checking and negotiable order of withdrawal accounts (“NOW accounts”), and money market accounts.

-37-

Borrowings—Advances from the FHLB are carried at amortized cost. However, the Company is required to estimate the fair value of long-term debt under FASB ASC 825. The fair value is based on the contractual cash flows discounted using rates currently offered for new notes with similar remaining maturities.

Subordinated Debt—The calculation of fair value in Level 2 is based on observable market values where available.

Derivatives—The fair value of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). The Company’s derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices, and indices to generate continuous yield or pricing curves, prepayment rate, and volatility factors to value the position. The majority of market inputs is actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.

Accrued Interest Payable—This liability is carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.

Commitments to Extend Credit and Letters of Credit— The majority of the Company’s commitments to extend credit and letters of credit carry current market interest rates if converted to loans and are not included in the table below. Because commitments to extend credit and letters of credit are generally unassignable by either the Bank or the borrower, they only have value to the Company and the borrower. The estimated fair value approximates the recorded deferred fee amounts, which are not significant.

Mortgage Servicing Rights—The fair value of mortgage servicing rights is based on observable market prices when available or the present value of expected future cash flows when not available. Assumptions, such as loan default rates, costs to service, and prepayment speeds significantly affect the estimate of future cash flows.

-38-

The carrying amount and estimated fair value of the Company’s financial instruments as of March 31, 2022 and September 30, 2021 are presented below:

	March 31, 2022
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
Financial assets:
Cash and cash equivalents	$	122,023	$	122,023	$	122,023	$	-	$	-
Investment securities available-for-sale		54,183		54,183		-		54,183		-
Investment securities held-to-maturity		48,512		45,716		-		45,716		-
Equity investment securities		1,445		1,445		945		-		500
Loans held for sale		13,244		13,244		-		-		13,244
Loans receivable, net (including impaired loans)		799,310		785,164		-		-		785,164
Accrued interest receivable		3,478		3,478		-		3,478		-
Restricted stock		6,462		6,462		-		6,462		-
Mortgage servicing rights (included in Other Assets)		96		103		-		103		-
Derivatives (included in Other Assets)		5,084		5,084		-		5,084		-
Financial liabilities:
Savings accounts		54,074		54,074		-		54,074		-
Checking and NOW accounts		357,180		357,180		-		357,180		-
Money market accounts		328,324		328,324		-		328,324		-
Certificates of deposit		114,859		116,240		-		116,240		-
Borrowings (excluding sub debt)		60,000		60,066		-		60,066		-
Subordinated debt		25,000		25,043		-		25,027		-
Derivatives (included in Other Liabilities)		2,862		2,862		-		2,862		-
Accrued interest payable		352		352		-		352		-

	September 30, 2021
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(In thousands)
Financial assets:
Cash and cash equivalents	$	136,590	$	136,590	$	136,590	$	-	$	-
Investment securities available-for-sale		40,813		40,813		-		40,813		-
Investment securities held-to-maturity		28,507		28,913		-		28,913		-
Equity investment securities		1,500		1,500		1,000		-		500
Loans receivable, net (including impaired loans)		902,981		900,357		-		-		900,357
Loans held for sale		33,199		33,199		19,583				13,616
Accrued interest receivable		3,512		3,512		-		3,512		-
Restricted stock		7,776		7,776		-		7,776		-
Mortgage servicing rights (included in Other Assets)		83		83		-		83		-
Derivatives (included in Other Assets)		4,685		4,685		-		4,685		-
Financial liabilities:
Savings accounts		50,582		50,582		-		50,582		-
Checking and NOW accounts		390,494		390,494		-		390,494		-
Money market accounts		385,480		385,480		-		385,480		-
Certificates of deposit		111,603		113,323		-		113,323		-
Borrowings (excluding sub debt)		90,000		90,215		-		90,215		-
Subordinated debt		24,934		25,027		-		25,027		-
Derivatives (included in Other Liabilities)		4,720		4,720		-		4,720		-
Accrued interest payable		572		572		-		572		-

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Note 10 – Comprehensive Income

Other comprehensive (loss) income and related tax effects are presented in the following table:

	Three Months Ended March 31,						Six Months Ended March 31,
	2022			2021			2022			2021
	(In thousands)
Net unrealized holding (losses) gains on available-for-sale securities	$	(2,588	)	$	7		$	(2,737	)	$	464

Reclassification adjustment for net gains arising during the period (1)		-			(259	)		-			(614	)

Amortization of unrealized holding losses on securities transferred from available-for-sale to held-to-maturity (2)		2			1			4			2

Adjustment for loss recorded on replacement of derivative		-			(2	)		-			(4	)

Fair value adjustments on derivatives		1,773			567			2,252			840

Other comprehensive (loss) income before taxes		(813	)		314			(481	)		688
Tax effect		169			(65	)		98			(144	)
Total other comprehensive (loss) income	$	(644	)	$	249		$	(383	)	$	544

(1)

Amounts are included in net gains on sale and call of investments on the Consolidated Statements of Operations in total other income.

(2)

Amounts are included in interest and dividends on investment securities on the Consolidated Statements of Operations.

Note 11 – Equity Based Incentive Compensation Plan

The Company maintains the Malvern Bancorp, Inc. 2014 Long-Term Incentive Compensation Plan (the “2014 Plan”), which permits the grant of long-term incentive and other stock and cash awards. The purpose of the 2014 Plan is to promote the success of the Company and the Bank by providing incentives to officers, employees and directors of the Company and the Bank that will link their personal interests to the financial success of the Company and to growth in shareholder value. The maximum total number of shares of the Company’s common stock available for grants under the 2014 Plan is 400,000. As of March 31, 2022, there were $294,157 remaining shares available for future grants.

Restricted stock and option awards granted typically vest annually in 20% increments beginning on the one-year anniversary of the grant date, and accelerate upon a change in control of the Company. The options generally expire ten years from the date of grant. All issuances are subject to forfeiture if the recipient leaves the Company or is terminated prior to the awards vesting. Shares of restricted stock have the same dividend and voting rights as common stock, while stock options do not have such rights.

All awards are issued at fair value of the underlying shares at the grant date. The Company expenses the cost of the awards, which is determined to be the fair market value of the awards at the date of grant.

The Company did not grant any stock options during the three and six months ended March 31, 2022 or the three and six months ended March 31, 2021. During the three and six months ended March 31, 2022, 2,000 stock options were forfeited. During the three and six months ended March 31, 2021 no stock options were forfeited and no stock options expired. Total compensation expense related to stock options granted under the 2014 Plan was approximately $9,000 and $18,000 for the three and six months ended March 31, 2022 and $8,000 and $16,000 for the six months ended March 31, 2021.

The Company awarded 5,131shares of restricted stock during the three and six months ended March 31, 2022 and no shares of restricted stock during the three and six months ended March 31, 2021. There were 2,336 shares of restricted stock forfeited during the three and six months ended March 31, 2022 and there were no shares forefeited during the three and six months ended March 31, 2021. The compensation expense related to restricted stock awards was approximately $68,000 and $111,000 for the three and six months ended March 31, 2022, and $42,000 and $86,000 for the three and six months ended March 31, 2021.

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Stock-based compensation expense for the cost of the restricted stock awards granted is based on the grant-date fair value. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Accordingly, while management believes that the Black-Scholes option-pricing model provides a reasonable estimate of fair value, the model does not necessarily provide the best single measure of fair value for the Company’s employee stock options.

Stock Options

Weighted Average Fair Value of Awards	$	6.06
Risk Free Rate			1.25	%
Dividend Yield		-%
Volatility			29.72	%
Expected Life		6.5 years

The following is a summary of stock option activity for the six months ended March 31, 2022

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Outstanding, beginning of year		32,830	$	20.96	6.875		$	1,940
Granted		-	$	-			$	-
Exercised		-	$	-			$	-
Forfeited/cancelled/expired		2,000	$	19.49			$	-
Outstanding, at March 31, 2022		30,830	$	21.05	6.7918		$	180
Exercisable, at March 31, 2022		17,680	$	21.70	5.8660		$	180
Nonvested, at March 31, 2022		13,150	$	20.19		8.0365

As of March 31, 2022, there was approximately 65,000 of total unrecognized compensation cost related to unvested stock options under the 2014 Plan. The cost is expected to be recognized over a weighted average period of 2.97 years.

The following is a summary of stock option activity for the six months ended March 31, 2021:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Outstanding, beginning of year		25,830	$	21.57			$	-
Granted		-	$	-			$	-
Exercised		-	$	-			$	-
Forfeited/cancelled/expired		-	$	-			$	-
Outstanding, at March 31, 2021		25,830	$	21.57		6.694	$	-
Exercisable, at March 31, 2021		13,310	$	21.53		7.988	$	-
Nonvested, at March 31, 2021		12,520	$	21.61

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Restricted Stock Awards

The table below summarizes the activity for the Company’s restricted stock outstanding during the six months ended March 31, 2022:

	Shares			Weighted Average Fair Value
Outstanding, beginning of year		31,486		$	21.10
Granted		5,131		$	15.50
Vested		(6,711	)	$	22.17
Forfeited/cancelled/expired		(2,336	)	$	20.54
Outstanding, at March 31, 2022		27,570		$	19.82

	Shares			Weighted Average Fair Value
Outstanding, beginning of year		30,653		$	21.98
Granted		-		$	-
Vested		(7,978	)	$	21.92
Forfeited/cancelled/expired		-		$	-
Outstanding, at March 31, 2022		22,675		$	22.00

As of March 31, 2022, there was approximately 436,000 of total unrecognized compensation cost related to unvested shares of restricted stock granted under the 2014 Plan. The cost is expected to be recognized over a weighted average period of 3.20 years.

Note 12 – Deposits

Deposits classified by type with percentages to total deposits at March 31, 2022 and September 30, 2021 consisted of the following:

	March 31,				September 30,
	2022				2021
	(Dollars in thousands)
Balances by types of deposit:
Savings	$	54,074	6.33	%	$	50,582	5.39	%
Money market accounts		328,324	38.43			385,480	41.09
Interest-bearing demand		302,468	35.40			336,645	35.88
Non-interest-bearing demand		54,712	6.40			53,849	5.74
		739,578	86.56	%		826,556	88.10	%
Certificates of deposit		114,859	13.44	%		111,603	11.90	%
Total Deposits	$	854,437	100.00	%	$	938,159	100.00	%

The total amount of certificates of deposit greater than or equal to $250,000 at March 31, 2022 and September 30, 2021 was $17.1 million and $16.5 million, respectively. The Company had brokered deposits totaling $9.0 million and $6.1 million at March 31, 2022 and September 30, 2021, respectively.

Interest expense on deposits consisted of the following:

	Three Months Ended March 31				Six Months Ended March 31,
	2022		2021		2022		2021
	(In thousands)
Savings accounts	$	12	$	16	$	24	$	34
Money market accounts		219		676		497		1,467
Interest-bearing demand		323		478		780		1,026
Certificates of deposit		274		635		572		1,535
Total	$	828	$	1,805	$	1,873	$	4,062

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As of March 31, 2022, the scheduled maturities of certificates of deposits are as follows:

	Scheduled Maturities
	(In thousands)
Period Ending December 31
2023	$	59,415
2024		34,728
2025		8,365
2026		7,079
2027		4,122
Thereafter		1,150
Total	$	114,859

As of March 31, 2022, the scheduled maturities of certificates of deposits in amounts greater than $100,000 are as follows:

	Scheduled Maturities
	(In thousands)
Three months or less	$	10,277
Over three through six months		8,090
Over six through twelve months		15,093
Over twelve months		31,085
Total	$	64,545

Note 13 – Subordinated Debt

On February 7, 2017, the Company issued $25.0 million in aggregate principal amount of its 6.125% fixed-to-floating rate subordinated notes (the “Notes”). From February 7, 2017 to February 15, 2022, the Notes had a fixed rate of 6.125%. During the period ended March 31, 2022, the note rate converted from fixed to a variable interest rate. The rate at march 31, 2022 was 5.10%. All costs related to 2017 issuance have been amortized. As of March 31, 2022, the Notes bear interest until the maturity date or early redemption date at a variable rat equal to the then current three-month LIBOR rate plus 414.5 basis points.

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

The purpose of this analysis is to provide the reader with information relevant to understanding and assessing the Company’s results of operations for the periods presented herein and financial condition as of March 31, 2022 and September 30, 2021. In order to fully understand this analysis, the reader is encouraged to review the consolidated financial statements and accompanying notes thereto appearing elsewhere in this report.

Forward-Looking Statements

This report contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company and its subsidiaries, including statements preceded by, followed by or that include words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” “remain,” “pattern” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions. The statements contained herein that are not historical facts are forward-looking statements based on management’s experience and beliefs concerning current conditions and future developments and their potential effects on the Company, including, without limitation, plans, strategies and goals, and statements about the Company’s expectations regarding revenue and asset growth, financial performance and profitability, loan and deposit growth, yields and returns, loan diversification and credit management, and shareholder value creation.

Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. The Company cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: the effects of, and changes in, trade, monetary and fiscal policies and laws, including changes in interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; the impact of competition and the acceptance of the Company’s products and services by new and existing customers; the impact of changes in financial services policies, laws and regulations; technological changes; any undersupply or oversupply of inventory and deterioration in values of real estate in the markets in which the Company operates, both residential and commercial; changes in the value of real estate held for sale; the effect of changes in accounting policies and practices, as may be adopted from time-to-time by bank regulatory agencies, the SEC, the Public Company Accounting Oversight Board, the FASB or other accounting standards setters; possible other-than-temporary impairment of securities held by the Company; the effects of the Company’s lack of a widely-diversified loan portfolio, including the risks of geographic and industry concentrations; ability to attract deposits and other sources of liquidity; changes in the competitive environment among financial and bank holding companies and other financial service providers and banks; unanticipated or prolonged litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, that delay the occurrence or non-occurance of events or results in elevated expenses or unexpected outcomes; changes in the interest rate environment may reduce interest margins or the fair value of financial instruments, or increase the cost of our subordinated debt securities; unexpected loss of key personnel and future to attract and retain talent; prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions may vary substantially from period to period; general economic conditions and real estate valuations may be less favorable than expected; political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; legislative or regulatory changes or actions may adversely affect the businesses in which the Company is engaged; changes and trends in the securities markets may adversely impact the Company; difficulties in integrating any businesses that we may acquire, which may increase our expenses and delay the achievement of any benefits that we may expect from such acquisitions; the impact of reputational risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity could be significant; the outcome of any regulatory or legal investigations and proceedings may not be anticipated; and the Company’s ability to manage the risk involved in the foregoing. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s 2021 Annual Report filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

Further, given its ongoing and dynamic nature, it is difficult to predict the full and continuing impact of the COVID-19 outbreak, including the outbreak of its variants, on the Company’s business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus and its variants can be controlled and abated and when and how the economy may be fully reopened, and for how long it will remain as such. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we are subject to the following risks, any of which could continue to have a material, adverse effect on our business, financial condition, liquidity, and results of operations: the demand for our products and services may decline, making it difficult to grow assets and income; if the economy is unable to continue to substantially reopen, and there are high levels of unemployment for an extended period of time, inflation continues to expand, or there are continued disruptions in global and domestic supply chains, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; our allowance for loan losses may increase if borrowers experience financial difficulties, which will adversely affect net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; due to fluctuation in interest rates, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing

-44-

liabilities, reducing net interest margin and spread and reducing net income; cyber security risks are increased as the result of an increase in the number of employees working remotely; and FDIC premiums may increase if the agency experiences additional resolution costs.

The Company undertakes no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made, unless required by law.

Critical Accounting Policies

The accounting and reporting policies followed by the Company conform, in all material respects, to GAAP. In preparing the consolidated financial statements, management has made estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of condition and for the periods indicated in the statements of operations. Actual results could differ significantly from those estimates.

The Company’s accounting policies are fundamental to understanding Management’s Discussion and Analysis (“MD&A”) of financial condition and results of operations. The Company has identified the determination of the ALLL, loans held for sale, OREO, fair value measurements, the evaluation of deferred tax assets, the other-than-temporary impairment evaluation of securities, and the valuation of our derivative positions to be critical because management must make subjective and/or complex judgments about matters that are inherently uncertain and could be most subject to revision as new information becomes available. Additional information on these policies can be found in the Company’s 2021 Annual Report and Note 2 of the Notes to the Unaudited Consolidated Financial Statements. There have been no significant changes to the Company’s Critical Accounting Policies as described in its 2021 Annual Report.

Paycheck Protection Program

The CARES Act established the PPP, an expansion of the EIDL, administrated directly by the SBA.

The Company started accepting and processing applications for loans under the PPP in early April 2020, when the program was officially launched by the SBA and Treasury Department under the CARES Act. The Company sold the entirety of its PPP loan portfolio in December 2020 and have not participated directly in new activity after the sale.

Liquidity Sources

Management has reviewed all primary and secondary sources of liquidity in preparation for any unforeseen funding needs due to the COVID-19 pandemic and prioritized such sources based on available capacity, term flexibility, and cost. As of March 31, 2022, the Company had adequate sources of liquidity.

Capital Strength

The Company’s capital ratios continued to exceed the highest required regulatory benchmark levels. As of March 31, 2022, common equity Tier 1 capital ratio was 16.38 percent, Tier 1 leverage ratio was 12.83 percent, Tier 1 risk-based capital ratio was 16.38 percent and the total risk-based capital ratio was 20.27 percent.

Deferral and Modification Requests

The CARES Act provided guidance around the modification of loans as a result of the COVID-19 pandemic, which outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not TDRs. This includes short-term modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are considered current under the CARES Act and related regulatory guidance if they are less than 30 days past due on their contractual payments at the time a modification program is implemented. As of December 31, 2021, the Company had four COVID-19 modified loans totaling $42.3 million, representing 5.23 percent of loans outstanding. The COVID-19 loan modifications do not classify as TDRs as they fall under Section 4013 of the CARES Act, as amended, and further details regarding these modifications are provided in the table below. For loans subject to the program, each borrower is required to resume making regularly scheduled loan payments at the end of the modification period and the deferred amounts will be moved to the end of the loan term.

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	March 31 ,2022
	Number of Loans		Loan Modified Exposure		Gross Loans March 31 ,2022		Percentage of Gross Loans on Modified
			(Dollars in thousands)
Residential mortgage		-	$	-	$	177,669		0.00	%

Construction and Development:
Residential and commercial		-		-		25,558		0.00	%
Land loans		-		-		4,603		0.00	%
Total Construction and Development		-		-		30,161		0.00	%

Commercial:
Commercial real estate		4		42,321		400,974		5.24	%
Farmland		-		-		15,624		0.00	%
Multi-family		-		-		54,789		0.00	%
Commercial and industrial		-		-		101,354		0.00	%
Other		-		-		7,977		0.00	%
Total Commercial		4		42,321		580,718		5.24	%

Consumer:
Home equity lines of credit		-		-		12,283		0.00	%
Second mortgages		-		-		4,969		0.00	%
Other		-		-		2,237		0.00	%
Total Consumer		-		-		19,489		0.00	%
Total loans		4	$	42,321	$	808,037		5.24	%

	September 30, 2021
	Number of Loans		Loan Modified Exposure		Gross Loans September 30, 2021		Percentage of Gross Loans on Modified
			(Dollars in thousands)
Residential mortgage		2	$	667	$	198,710		0.07	%

Construction and Development:
Residential and commercial		-		-		61,492		0.00	%
Land loans		-		-		2,204		0.00	%
Total Construction and Development		-		-		63,696		0.00	%

Commercial:
Commercial real estate		6		60,567		426,915		6.63	%
Farmland		-		-		10,297		0.00	%
Multi-family		-		-		66,332		0.00	%
Commercial and industrial		-		-		115,246		0.00	%
Other		-		-		10,954		0.00	%
Total Commercial		6		60,567		629,744		6.63	%

Consumer:
Home equity lines of credit		-		-		13,491		0.00	%
Second mortgages		-		-		5,884		0.00	%
Other		-		-		2,299		0.00	%
Total Consumer		-		-		21,674		0.00	%
Total loans		8	$	61,234	$	913,824		6.70	%

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	March 31 ,2022
	Number of Loans		Loan Modified Exposure		Gross Loans March 31 ,2022		Percentage of Gross Loans on Modified
			(Dollars in thousands)
Residential mortgage		-	$	-	$	177,669		0.00	%

Construction and Development:
Residential and commercial		-		-		25,558		0.00	%
Land loans		-		-		4,603		0.00	%
Total Construction and Development		-		-		30,161		0.00	%

Commercial:
Commercial real estate		4		42,321		400,974		5.24	%
Farmland		-		-		15,624		0.00	%
Multi-family		-		-		54,789		0.00	%
Commercial and industrial		-		-		101,354		0.00	%
Other		-		-		7,977		0.00	%
Total Commercial		4		42,321		580,718		5.24	%

Consumer:
Home equity lines of credit		-		-		12,283		0.00	%
Second mortgages		-		-		4,969		0.00	%
Other		-		-		2,237		0.00	%
Total Consumer		-		-		19,489		0.00	%
Total loans		4	$	42,321	$	808,037		5.24	%

	September 30, 2021
	Number of Loans		Loan Modified Exposure		Gross Loans September 30, 2021		Percentage of Gross Loans on Modified
			(Dollars in thousands)
Residential mortgage		2	$	667	$	198,710		0.07	%

Construction and Development:
Residential and commercial		-		-		61,492		0.00	%
Land loans		-		-		2,204		0.00	%
Total Construction and Development		-		-		63,696		0.00	%

Commercial:
Commercial real estate		6		60,567		426,915		6.63	%
Farmland		-		-		10,297		0.00	%
Multi-family		-		-		66,332		0.00	%
Commercial and industrial		-		-		115,246		0.00	%
Other		-		-		10,954		0.00	%
Total Commercial		6		60,567		629,744		6.63	%

Consumer:
Home equity lines of credit		-		-		13,491		0.00	%
Second mortgages		-		-		5,884		0.00	%
Other		-		-		2,299		0.00	%
Total Consumer		-		-		21,674		0.00	%
Total loans		8	$	61,234	$	913,824		6.70	%

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Certain industries included within commercial real estate loans are widely expected to be particularly impacted by social distancing, quarantines, and the economic impact of the COVID-19 pandemic, including the following:

	March 31, 2022							September 30, 2021
	Number of Loans		Loan Modified Exposure		Percentage of Gross Loans on Modified			Number of Loans		Loan Modified Exposure		Percentage of Gross Loans on Modified
			(Dollars in thousands)							(Dollars in thousands)
Industries:
Hotel		4	$	42,321		5.24	%	6		$	60,567		6.63	%
Retail		-		-		0.00	%		-		-		0.00	%
Office/Medical Office		-		-		0.00	%		-		-		0.00	%
Fitness Centers		-		-		0.00	%		-		-		0.00	%
Restaurants and food service		-		-		0.00	%		-		-		0.00	%
Other		-		-		0.00	%		-		-		0.00	%
Total Outstanding Exposure		4	$	42,321		5.24	%	6		$	60,567		6.63	%

Results of Operations

Net income available to common shareholders for the three months ended March 31, 2022 amounted to $522,000, or $0.07 per fully diluted common share, a decrease of $1.7 million, or 76.5 percent, as compared with net income of $2.2 million, or $0.30 per common share, for the three months ended March 31, 2021. This decrease in net income and diluted earnings per share was primarily due to an increase in other expense for the quarter ended March 31, 2022, in which other expense increased $1.8 million or 35.2 percent, to $6.8 million when compared to the quarter ended March 31, 2021. The increase was primarily due to an increase of $1.7 million in other operating expenses, resulting from a $1.7 million valuation allowance recorded on loans held for sale. The valuation allowance adjustment consists of approximately $395,000 in reduced value and approximately $1.3 million in real estate tax expense.The annualized return on average assets was 0.18 percent for the three months ended March 31, 2022, compared to annualized return on average assets of 0.73 percent for three months ended March 31, 2021. The annualized return on average shareholders’ equity was 1.43 percent for the three month period ended March 31, 2022, compared to 6.14 percent in annualized return on average shareholders’ equity for the three months ended March 31, 2021.

Net income available to common shareholders for the six months ended March 31, 2022 amounted to $2.5 million, or $0.34 per fully diluted common share, a decrease of $2.0 million or 43.5 percent, as compared with net income of $4.5 million or $0.60 per fully diluted common share, for the six months ended March 31, 2021. This decrease in net income and diluted earnings per share was primarily due to an increase in other operating expenses and professional fees. The increase in other operating expenses resulted from a $1.7 million valuation allowance recorded on loans held for sale as stated above. The increase in professional fees was primarily due to increases in legal fees related to loan workouts and reporting and disclosure matters related to nonperforming loans.

Net Interest Income and Margin

Net interest income is the difference between the interest earned on the portfolio of earning assets (principally loans and investments) and the interest paid for deposits and borrowings, which support these assets.

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Net Interest Income

The following table presents the components of net interest income for the periods indicated:

	For the Three Months Ended March 31,										For the Six Months Ended March 31,
	2022		2021		Increase (Decrease)			Percent Change			2022		2021		Increase (Decrease)			Percent Change
	(Dollars in thousands)
Interest income:
Loans, including fees	$	7,628	$	9,069	$	(1,441	)		(15.89	)%	$	15,856	$	19,145	$	(3,289	)		(17.18	)%
Investment securities		585		344		241			70.06			1,076		715		361			50.49
Interest-bearing cash accounts		16		7		9			128.57			29		15		14			93.33
Dividends, restricted stock		75		119		(44	)		(36.97	)		166		260		(94	)		(36.15	)
Total interest income		8,304		9,539		(1,235	)		(12.95	)		17,127		20,135		(3,008	)		(14.94	)
Interest expense:
Deposits		828		1,805		(977	)		(54.13	)		1,873		4,062		(2,189	)		(53.89	)
Short-term borrowings		-		3		(3	)		(100.00	)		-		48		(48	)		(100.00	)
Long-term borrowings		183		546		(363	)		(66.48	)		420		1,153		(733	)		(63.57	)
Subordinated debt		339		383		(44	)		(11.49	)		722		766		(44	)		(5.74	)
Total interest expense		1,350		2,737		(1,387	)		(50.68	)		3,015		6,029		(3,014	)		(49.99	)
Net interest income	$	6,954	$	6,802	$	152			2.23	%	$	14,112	$	14,106	$	6			0.04	%

Net interest income was $7.0 million for the quarter ended March 31, 2022, an increase of $152,000, or 2.2 percent, from $6.8 million for the quarter ended March 31, 2021. The increase was driven by a decrease in interest paid on deposits and borrowings of $1.4 million, partially offset by decreased interest income of $1.2 million, primarily related a decline in average to loans. The average yield on interest-earning assets declined 21 basis points for the quarter ended March 31, 2022, to 3.35 percent, when compared to the same period in 2021 primarily due to the decrease in average loan balances and average yield on loans. The average rate on interest-bearing liabilities fell 49 basis points to 0.59 percent compared to the quarter ended March 31, 2021, due to decreases in market rates of interest. Net interest margin increased to 2.81 percent for the quarter ended March 31, 2022, from 2.54 percent for the same period in 2021. The margin improvement in the current period, in large part reflected the decline in interest-bearing liabilities partially offset by the decline in yield earned on interest-earning assets.

Net interest income was $14.1 million for the six months ended March 31, 2022, and a slight increase compared to the six months ended March 31, 2021. Consistent with the quarter, the slight increase was primarily driven by a reduction in interest expense as the cost of interest-bearing deposits decreased by 50 basis points compared to the six months ended March 31, 2021. The cost of interest-bearing liabilities decreased by 55 basis points compared to the six months ended March 31, 2021. This was offset by a decrease in the average yield on interest-earning assets, which declined 30 basis points for the six months ended March 31, 2022, to 3.39 percent, when compared to the same period in 2021. The decrease in interest-earning assets was primarily due to the decrease in loan balances and the average yield on loans.

Interest Income

For the quarters ended March 31, 2022, and March 31, 2021, total interest income was $8.3 million and $9.5 million, respectively. The average yield on interest-earning assets declined 21 basis points for the quarter ended March 31, 2022, to 3.35 percent when compared to the same period in 2021. Total interest income fell for the quarter ended March 31, 2022, compared to the quarter ended March 31, 2021, primarily due to the decrease in average loan balances and average yield on loans. For the six months ended March 31, 2022, and March 31, 2021, total interest income was $17.1 million and $20.1 million, respectively. The average yield on interest-earning assets declined 30 basis points for the six months ended March 31, 2022, to 3.39 percent when compared to the same period in 2021. Total interest income fell for the six months ended March 31, 2022, compared to the same period in 2021, primarily due to the decrease in average loan balances and average yield on loans.

Interest Expense

For the quarter ended March 31, 2022, interest expense decreased by $1.4 million, or 50.7 percent, to $1.4 million, compared to $2.7 million for the quarter ended March 31, 2021. The decrease in interest expense is primarily attributable to interest rate related factors, as the average rate on interest-bearing liabilities fell 55 basis points to 0.64 percent compared to the quarter ended March 31, 2021.

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For the six months ended March 31, 2022, interest expense decreased by $3.0 million, or 50.0 percent, to $3.0 million, compared to $6.0 million for the six months ended March 31, 2021. The decrease in interest expense is primarily attributable to interest rate related factors, as the average rate on interest-bearing liabilities fell 55 basis points to 0.64 percent compared to the same period in 2021.

Variance in Net Interest Income

The following table quantifies the impact on net interest income resulting from changes in average balances and average rates during the periods presented. Any change in interest income or expense attributable to both changes in volume and changes in rate has been allocated to change in rate of each category.

Analysis of Variance in Net Interest Income Due to Changes in Volume and Rates

	Three Months Ended March 31,									Six Months Ended March 31,
	2022 and 2021									2022 and 2021
	Increase (Decrease) Due to Change in:									Increase (Decrease) Due to Change in:
	Average Volume			Average Rate			Net Change			Average Volume			Average Rate			Net Change
	(In thousands)
Interest Earning Assets:
Loans, including fees	$	(1,226	)	$	(215	)	$	(1,441	)	$	(1,194	)	$	(2,095	)	$	(3,289	)
Investment securities		289			(48	)		241			242			119			361
Interest-bearing cash accounts		5			4			9			5			9			14
Dividends, restricted stock		(35	)		(9	)		(44	)		(38	)		(56	)		(94	)
Total interest-earning assets	$	(967	)	$	(268	)	$	(1,235	)	$	(985	)	$	(2,023	)	$	(3,008	)
Interest Bearing Liabilities:
Money Market deposits	$	31		$	(488	)	$	(457	)	$	83		$	(1,053	)	$	(970	)
Savings deposits		2			(6	)		(4	)		3			(13	)		(10	)
Certificates of deposits		(240	)		(121	)		(361	)		(329	)		(634	)		(963	)
Other interest-bearing deposits		17			(172	)		(155	)		60			(306	)		(246	)
Total interest-bearing deposits		(190	)		(787	)	$	(977	)		(183	)		(2,006	)	$	(2,189	)
Borrowings and Subordinated debt		(384	)		(26	)		(410	)		(414	)		(411	)		(825	)
Total interest-bearing liabilities	$	(574	)	$	(813	)	$	(1,387	)	$	(597	)	$	(2,417	)	$	(3,014	)
Change in net interest income	$	(393	)	$	545		$	152		$	(388	)	$	394		$	6

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Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the NIM (net interest income as a percentage of average interest-earning assets). All average balances are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages would be. Quarterly rates, yields, spreads, and margins throughout this MD&A are calculated on an annualized basis where appropriate.

	Three Months Ended March 31,
	2022								2021
	Average Outstanding Balance			Interest Earned/ Paid		Yield/ Rate			Average Outstanding Balance			Interest Earned/ Paid		Yield/ Rate
	(Dollars in thousands)
ASSETS
Interest Earning Assets:
Loans, including fees⁽¹⁾	$	856,937		$	7,628		3.56	%	$	990,913		$	9,069		3.66	%
Investment securities		91,433			585		2.56	%		49,658			344		2.77	%
Interest-bearing cash accounts		36,452			16		0.18	%		21,506			7		0.13	%
Dividends, restricted stock		6,263			75		4.79	%		8,901			119		5.35	%
Total interest-earning assets(1)		991,087			8,304		3.35	%		1,070,978			9,539		3.56	%
Non-interest-earning assets:
Cash and due from banks		91,651								105,485
Bank-owned life insurance		26,282								25,631
Other assets		25,479								29,030
Other real estate owned		4,961								5,796
Allowance for loan losses		(10,517	)							(13,037	)
Total non-interest-earning assets		137,856								152,905
Total assets	$	1,128,943							$	1,223,883
LIABILITIES & SHAREHOLDERS’ EQUITY
Interest-Bearing Liabilities:
Money Market deposits	$	341,138			219		0.26	%	$	326,110			676		0.83	%
Savings deposits		54,550			12		0.09	%		47,888			16		0.13	%
Certificates of deposits		114,115			274		0.96	%		183,617			635		1.38	%
Other interest-bearing deposits		319,246			323		0.40	%		308,538			478		0.62	%
Total interest-bearing deposits		829,049			828		0.40	%		866,153			1,805		0.83	%
Borrowings		84,991			522		2.46	%		144,835			932		2.57	%
Total interest-bearing liabilities		914,040			1,350		0.59	%		1,010,988			2,737		1.08	%
Non-interest-bearing liabilities:
Demand deposits		54,502								50,327
Other liabilities		14,249								17,751
Total non-interest bearing liabilities		68,751								68,078
Shareholders' equity		146,152								144,817
Total liabilities and shareholders' equity	$	1,128,943							$	1,223,883
Net interest spread							2.76	%							2.48	%
Net interest margin							2.81	%							2.54	%
Net interest income				$	6,954							$	6,802

(1)Includes non-accrual loans during the respective periods. Calculated net of deferred loan fees and loan discounts.

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	Six Months Ended March 31,
	2022								2021
	Average Outstanding Balance			Interest Earned/ Paid		Yield/ Rate			Average Outstanding Balance			Interest Earned/ Paid		Yield/ Rate
	(Dollars in thousands)
ASSETS
Interest Earning Assets:
Loans, including fees⁽¹⁾	$	885,573		$	15,856		3.58	%	$	1,011,927		$	19,145		3.78	%
Investment securities		83,342			1,076		2.58	%		49,722			715		2.88	%
Interest-bearing cash accounts		34,594			29		0.17	%		21,599			15		0.14	%
Dividends, restricted stock		6,484			166		5.12	%		9,128			260		5.70	%
Total interest-earning assets(1)		1,009,993			17,127		3.39	%		1,092,376			20,135		3.69	%

Non-interest-earning assets:
Cash and due from banks		98,899								83,213
Bank-owned life insurance		26,202								25,549
Other assets		25,764								30,141
Other real estate owned		4,961								5,796
Allowance for loan losses		(12,357	)							(12,746	)
Total non-interest-earning assets		143,469								131,953
Total assets	$	1,153,462							$	1,224,329

LIABILITIES & SHAREHOLDERS’ EQUITY
Interest-Bearing Liabilities:
Money Market deposits	$	354,596			497		0.28	%	$	318,524			1,467		0.92	%
Savings deposits		53,936			24		0.09	%		46,742			34		0.15	%
Certificates of deposits		113,866			572		1.01	%		199,376			1,535		1.54	%
Other interest-bearing deposits		330,521			780		0.47	%		295,696			1,026		0.69	%
Total interest-bearing deposits		852,919			1,873		0.44	%		860,338			4,062		0.94	%
Borrowings		88,493			1,142		2.58	%		152,861			1,967		2.57	%
Total interest-bearing liabilities		941,412			3,015		0.64	%		1,013,199			6,029		1.19	%

Non-interest-bearing liabilities:
Demand deposits		54,294								49,228
Other liabilities		12,813								18,225
Total non-interest liabilities		67,107								67,453
Shareholders' equity		144,943								143,677
Total liabilities and shareholders' equity	$	1,153,462							$	1,224,329

Net interest spread							2.75	%							2.50	%
Net interest margin							2.79	%							2.58	%
Net interest income				$	14,112							$	14,106

(1) Includes non-accrual loans during the respective periods. Calculated net of deferred loan fees and loan discounts.

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Other Income

The following table presents the principal categories of other income for the periods indicated:

	Three Months Ended March 31,										Six Months Ended March 31,
					Increase			Percent							Increase			Percent
	2022		2021		(Decrease)			Change			2022		2021		(Decrease)			Change
	(Dollars in thousands)
Service charges and other fees	$	219	$	419	$	(200	)		(47.73	)%	$	673	$	666	$	7			1.05	%
Rental income-other		48		54		(6	)		(11.11	)		100		108		(8	)		(7.41	)
Net gains on sale and call of investments		-		259		(259	)		(100.00	)		-		614		(614	)		(100.00	)
Net gains on sale of loans		11		274		(263	)		(95.99	)		63		678		(615	)		(90.71	)
Earnings on bank-owned life insurance		283		161		122			75.78			452		325		127			39.08
Total other income	$	561	$	1,167	$	(606	)		(51.93	)%	$	1,288	$	2,391	$	(1,103	)		(46.13	)%

For the three months ended March 31, 2022, total other income amounted to $561,000, a decrease of $606,000, or 51.9 percent, compared to the three months ended March 31, 2021. The decrease in total other income was primarily due to a decrease of $533,000 in net gains on sale of loans and net gains on sale and call of investments, partially offset by an increase in earnings on bank-owned life insurance of $122,000 during the quarter ended March 31, 2022.

Similar to the quarter, other income for the six months ended March 31, 2022, decreased by $1.1 million mainly due to reductions in the net gains on sale of loans and investments of $1.2 million.

Other Expense

The following table presents the principal categories of other expense for the periods indicated:

	Three Months Ended March 31,										Six Months Ended March 31,
					Increase			Percent							Increase			Percent
	2022		2021		(Decrease)			Change			2022		2021		(Decrease)			Change
	(Dollars in thousands)
Salaries and employee benefits	$	2,347	$	2,275	$	72			3.16	%	$	4,642	$	4,547	$	95			2.09	%
Occupancy expense		546		568		(22	)		(3.87	)		1,061		1,110		(49	)		(4.41	)
Federal deposit insurance premium		71		83		(12	)		(14.46	)		147		159		(12	)		(7.55	)
Advertising		32		32		-			-			64		64		-			-
Data processing		359		306		53			17.32			679		634		45			7.10
Professional fees		868		884		(16	)		(1.81	)		1,923		1,547		376			24.31
Other real estate owned expense, net		-		3		(3	)		(100.00	)		5		31		(26	)		(83.87	)
Pennsylvania shares tax		169		169		-			-			339		339		-			-
Other operating expenses		2,453		743		1,710			230.15			3,213		1,604		1,609			100.31
Total other expense	$	6,845	$	5,063	$	1,782			35.20	%	$	12,073	$	10,035	$	2,038			20.31	%

For the three months ended March 31, 2022, total other expense increased $1.8 million, or 35.2 percent, from the comparable three months ended March 31, 2021. This increase was primarily due to a $1.7 million valuation allowance recorded on loans held for sale. The valuation allowance adjustment consists of approximately $395,000 in reduced value and approximately $1.3 million in real estate tax expense.

For the six months ended March 31, 2022, total other expense increased $2.0 million, or 20.3 percent, from the comparable six months ended March 31, 2021. The primary components of the increase were the aforementioned valuation allowance and increased professional fees. The increase in professional fees was primarily due to increases in legal fees related to loan workouts and reporting and disclosure matters related to nonperforming loans.

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Income Taxes

The Company recorded income tax expense of $148,000 and $788,000 during the three and six months ended March 31, 2022, respectively, reflecting an effective tax rate of 22.1 percent and 23.7 percent, respectively. The reduction in the effective tax rate was due primarily to the tax free income received from the additional bank-owned life insurance.

The Company recorded a provision for income taxes of $682,000 and $1.4 million for the three and six months ended March 31, 2021, respectively, reflecting an effective tax rate of 23.5 percent and 23.9 percent, respectively.

Investment Portfolio

For the three months ended March 31, 2022, the average volume of investment securities increased by $41.8 million to approximately $91.4 million, or 9.2 percent of average earning assets, from $49.7 million, or 4.6 percent of average earning assets, for the three months ended March 31, 2021. During the six months ended March 31, 2022, the average volume of investment securities increased $33.6 million to approximately $83.3 million, or 8.3 percent of average earnings assets, from $49.7 million, or 4.6 percent of average earning assets, for the six months ended March 31, 2021. At March 31, 2022, the total investment portfolio amounted to $104.1 million, an increase of $33.4 million or 47.1 percent from September 30, 2021. This increase in the investment portfolio was primarily due to purchases of $41.4 million of investment securities, partially offset by payments, maturities, and calls of $5.1 million of investment securities. At March 31, 2022, the principal components of the investment portfolio were government agency obligations, federal agency obligations, including mortgage-backed securities, obligations of U.S. states and political subdivisions, U.S. treasury note, corporate bonds and notes, a trust preferred security, and taxable mutual funds.

During the three month period ended March 31, 2022, rate-related factors decreased investment revenue by approximately $48,000, while volume-related factors increased investment revenue by approximately $289,000 from the three month period ended March 31, 2021. The yield on investments decreased by 21 basis points to 2.56 percent for the three month period ended March 31, 2022, as compared to 2.77 percent for the three month period ended March 31, 2021.

During the six month period ended March 31, 2022, rate-related factors increased investment revenue by approximately $119,000, and volume-related factors increased investment revenue by approximately $242,000 from the six month period ended March 31, 2021. The yield on investments decreased by 30 basis points to 2.58 percent for the three month period ended March 31, 2022, as compared to 2.88 percent for the six month period ended March 31, 2021.

Loan Portfolio

The Company’s loan portfolio consists of residential, construction and development, commercial, and consumer loans, serving the diverse customer base in its market area. The composition of the Company’s portfolio continues to change due to local competition. Factors such as the economic climate, interest rates, real estate values and employment all contribute to changes in the composition of the Company’s portfolio. Growth is generated through business development efforts, repeat customer requests for new financings, penetration into existing markets, and entry into new markets.

The Company seeks to create growth in commercial lending, which primarily includes commercial real estate, multi-family, farmland, and commercial and industrial lending, by offering customer-focused products and competitive pricing and by capitalizing on the positive trends in its market area. Products offered are designed to meet the financial requirements of the Company’s customers. It is the objective of the Company’s credit policies to diversify the commercial loan portfolio and limit concentrations in any single industry.

Total gross loans amounted to $808.0 million at March 31, 2022 and $913.8 million at September 30, 2021. The $105.8 million decrease in the gross loan portfolio at March 31, 2022 compared to September 30, 2021 or 11.6 percent, for the period was driven by higher loan payoffs and paydowns during the period primarily in the commercial loan category. Commercial loans declined to $580.7 million at March 31, 2022 from $629.7 million at September 30, 2021 or a 7.8 percent decline as compared to September 30, 2021. Residential loans were $30.2 million and $63.7 million at March 31, 2022 and September 30, 2021, respectively.

Loans held-for-sale amounted to $13.2 (rather than the previously reported $11.9) million at March 31, 2022, compared to $33.2 million at September 30, 2021. The decline was primarily related to the sale of three commercial loans totaling $18.9 million combined with a a $1.7 million valuation allowance recorded on loans held for sale. The valuation allowance adjustment consists of approximately $395,000 in reduced value and approximately $1.3 million in real estate tax expense. At March 31, 2022, the Company had $142.3 million in overall undisbursed loan commitments, which consisted primarily of available usage from active construction facilities, unused commercial lines of credit and home equity lines of credit.

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Average loan balances of our total loans decreased $134.0 million, or 13.5 percent, for the three months ended March 31, 2022 as compared to the same period in fiscal 2021, while the average yield on loans decreased by 10 basis points for the three months ended March 31, 2022 compared with the same period in fiscal 2021. The decrease in average total loan volume was primarily due to increased paydowns and payoff activity. During the the second quarter of fiscal year 2022 compared to the same period in fiscal year 2021, the volume-related factors during the period contributed to the decrease of income on loans of $1.2 million, while the rate-related factors decreased interest income on loans by $215,000.

The average balance of our total loans decreased $126.4 million, or 12.5 percent, for the six months ended March 31, 2022 as compared to the same period in fiscal year 2021, while the average yield on loans decreased by 20 basis points for the six months ended March 31, 2022 compared with the same period in fiscal year 2021. The decrease in average total loan volume was primarily due to increased paydowns and payoff activity. During the six months ended March 31, 2022 compared to the same period in fiscal year 2021, the volume-related factors during the period contributed to a decrease of interest income on loans of $1.2 million, while the rate-related factors decreased interest income on loans by $2.1 million.

Allowance for Loan Losses and Related Provision

The purpose of the ALLL is to absorb the impact of losses inherent in the loan portfolio. Additions to the ALLL are made through provisions charged against current operations and through recoveries made on loans previously charged-off. The ALLL is maintained at an amount considered adequate by management to provide for probable loan losses inherent in the loan portfolio based upon a periodic evaluation of the portfolio’s risk characteristics. In establishing an appropriate ALLL, an assessment of the individual borrowers, a determination of the value of the underlying collateral, a review of historical loss experience and an analysis of the levels and trends of loan categories, delinquencies and problem loans are considered. Such factors as the level and trend of interest rates and current economic conditions and peer group statistics are also reviewed. Given the economic volatility impacting national, regional, and local markets, the Company’s analysis of its ALLL takes into consideration the potential impact that current trends may have on the Company’s borrower base.

Although management uses the best information available, the level of the ALLL remains an estimate, which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ALLL. Such agencies may require the Company to increase the ALLL based on their analysis of information available to them at the time of their examination. Furthermore, the majority of the Company’s loans are secured by real estate in the State of New Jersey and the State of Pennsylvania. Future adjustments to the ALLL may be necessary due to economic factors impacting New Jersey and Pennsylvania real estate and the economy in general, as well as operating, regulatory and other conditions beyond the Company’s control.

At March 31, 2022, the ALLL amounted to approximately $9.3 million, or 1.15 percent of total gross loans. At September 30, 2021, the ALLL amounted to approximately $11.5 million, or 1.26 percent of total gross loans, excluding loans held-for-sale. The decrease in the allowance for loan losses of $2.2 million or 18.9 percent is in line with the Company’s improved asset quality and, more specifically, improvement in non-performing loans which declined $2.6 million, or 70.2 percent compared to the period ended September 30, 2021. The Company did not record a provision for loan losses for both quarters ending March 31, 2022 and 2021.

The net charge-offs were $ 736,000 and $2.2 million for the three and six months ended March 31, 2022, respectively. Net loan charge-offs increased during the six months ended March 31, 2022 due to one non-accrual commercial and industrial loan totaling $2.5 million that was charged-off in the amount of $2.2 million . This credit had a specific reserve of $1.5 million as of September 30, 2021. The partial charge-off was primarily the result of the ongoing monitoring and evaluation of classified loan values and is reflective of changes in current economic conditions.

We will continue to experience some level of periodic charge-offs in the future as exit strategies are considered and executed, in particular as it relates to our clients impacted by the COVID-19 pandemic. Loans with previously established specific reserves may ultimately result in a charge-off under a variety of scenarios.The level of the ALLL for the respective periods of fiscal year 2022 and fiscal year 2021 reflects the credit quality within the loan portfolio, the loan volume recorded or lost during the periods, the changing composition of the commercial and residential real estate loan portfolios and other related factors. In management’s view, the level of the ALLL at March 31, 2022 was adequate to cover losses inherent in the loan portfolio. Actual results could differ materially from management’s analysis, based principally upon the factors considered by management in establishing the ALLL.

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Changes in the ALLL are presented in the following table for the periods indicated:

	Six Months Ended March 31,
	2022			2021
	(Dollars in thousands)
Average loans outstanding	$	856,937		$	1,011,927
Total gross loans at end of period	$	808,037		$	986,428
Analysis of the Allowance of Loan Losses:
Balance at beginning of period	$	11,472		$	12,433

Charge-offs:
Commercial:
Commercial real estate					484
Commercial and industrial		2,194			-
Consumer:
Second mortgages		106			-
Other		-			1
Total charge-offs		2,300			485
Recoveries:

Residential Mortgage		1			1
Commercial:
Commercial real estate		76			1
Commercial and industrial		1			1

Consumer:
Home equity lines of credit		1			1
Second mortgages		50			98
Second mortgages		-			1
Total recoveries		129			103
Net charge-offs		2,171			382
Provision for loan losses		-			550
Balance at end of period	$	9,301		$	12,601
Ratios:
Ratio of allowance for loan losses to non-performing loans		842.48	%		54.68	%
Ratio of net charge-offs to average loans outstanding (1)		0.49	%		0.08	%
Ratio of net charge-offs to total allowance for loan losses		23.34	%		3.03	%

(1)

Annualized

Asset Quality

The Company manages asset quality and credit risk by maintaining diversification in its loan portfolio and through review processes that include analysis of credit requests and ongoing examination of outstanding loans, delinquencies, and potential problem loans, with particular attention to the loan portfolio’s dynamics and mix of assets. The Company endeavors to identify loans experiencing difficulty early in the process in an attempt to correct the problems, to record charge-offs promptly based on realistic assessments of current collateral values and cash flows, and to maintain an adequate ALLL at all times.

It is generally the Company’s policy to discontinue interest accruals once a loan is past due as to interest or principal payments for a period of 90 days. When a loan is placed on non-accrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current income. Payments received on non-accrual loans are applied against principal. A loan only may be restored to an accruing basis when it again becomes well-secured, all past due amounts have been collected and a satisfactory period of ongoing repayments exist. Accruing loans past due 90 days or more are generally well-secured and in the process of collection.

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Non-Performing Assets, OREO and Troubled Debt Restructured Loans

Non-performing loans include non-accrual loans and accruing loans that are contractually past due 90 days or more. Non-accrual loans represent loans on which interest accruals have been suspended. It is the Company’s general policy to consider the charge-off of loans at the point they become past due in excess of 90 days, with the exception of loans that are both well-secured and in the process of collection.

TDR loans represent loans to borrowers experiencing financial difficulties on which a concession was granted, such as a reduction in interest rate which is lower than the current market rate for new debt with similar risks, or modified repayment terms, and are performing under the restructured terms. Such loans, as long as they are performing in accordance with their restructured terms, are not included within the Company’s non-performing loans. For additional information regarding loans, see Note 6 of the Notes to the Unaudited Consolidated Financial Statements.

The following table sets forth, as of the dates indicated, the amount of the Company’s non-accrual loans, accruing loans past due 90 days or more, OREO and performing TDR loans:

	March 31, 2022		September 30, 2021
	(In thousands)
Non-accruing loans:
Non-accrual loans	$	1,101	$	3,697
Accruing loans more than 90 days past due		3		-
Total non-performing loans		1,104		3,697
OREO		4,961		4,961
Total non-performing assets	$	6,065	$	8,658
TDR loans - performing	$	5,787	$	17,601

Non-accrual loans totaled $1.1 million at March 31, 2022 and $3.7 million at September 30, 2021. OREO was $5.0 million at March 31, 2022, and September 30, 2021. The decrease in non-accrual loans was primarily due a partial charge down of $2.2 million related to one non-accrual commercial and industrial loan. This loan had a specific allocation of $1.5 million previously reported at September 30, 2021. The partial charge-off was the result of the ongoing monitoring and evaluation of the loan’s value in light of indications of interest received with respect to the note. Performing TDR loans were $5.8 million at March 31, 2022 and $17.6 million at September 30, 2021. The decrease is primarily related to two TDR commercial real estate loans totaling $11.4 million that were sold during the December 31, 2021 period, as part of the note sale, previously announced in September 30, 2021.

Credit quality risk ratings include categories of “pass,” “special mention,” “substandard” and “doubtful.” Assets classified as “pass” are those protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral. Assets which do not currently expose the Company to sufficient risk to warrant classification as substandard or doubtful but possess certain identified weaknesses are required to be designated as “special mention.” If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the Company will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.”

At March 31, 2022, special mention loans were $43.0 million compared to $58.1 million at September 30, 2021. The decrease was primarily due to one $9.3 million commercial real estate loan that paid off during the three months ended December 31, 2021. Substandard loans were $12.5 million and $16.1 million at March 31, 2022 and September 30, 2021, respectively. This decrease in substandard loans is primarily due to a $2.2 million charge down of one commercial and industrial loan. Our loans that have been identified as special mention or substandard are considered potential problem loans due to a variety of changing conditions affecting the credits, including general economic conditions and/or conditions applicable to the specific borrowers.

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Recent Accounting Pronouncements

Note 2 of the Notes to the Unaudited Consolidated Financial Statements discusses the expected impact of accounting pronouncements recently issued or proposed but not yet required to be adopted.

Asset and Liability Management

Asset and liability management encompasses an analysis of market risk, the control of interest rate risk (interest sensitivity management) and the ongoing maintenance and planning of liquidity and capital. The composition of the Company’s statement of condition is planned and monitored by the Company’s Asset and Liability Committee (“ALCO”). In general, management’s objective is to optimize net interest income and minimize market risk and interest rate risk by monitoring the components of the statement of condition and the interaction of interest rates.

Short-term interest rate exposure analysis is supplemented with an interest sensitivity gap model. The Company utilizes interest sensitivity analysis to measure the responsiveness of net interest income to changes in interest rate levels. Interest rate risk arises when an earning asset matures or when its interest rate changes in a time period different than that of a supporting interest-bearing liability, or when an interest-bearing liability matures or when its interest rate changes in a time period different than that of an earning asset that it supports. While the Company matches only a small portion of specific assets and liabilities, total earning assets and interest-bearing liabilities are grouped to determine the overall interest rate risk within a number of specific time frames. The difference between interest-sensitive assets and interest-sensitive liabilities is referred to as the interest sensitivity gap. At any given point in time, the Company may be in an asset-sensitive position, whereby its interest-sensitive assets exceed its interest-sensitive liabilities, or in a liability-sensitive position, whereby its interest-sensitive liabilities exceed its interest-sensitive assets, depending in part on management’s judgment as to projected interest rate trends.

The Company’s interest rate sensitivity position in each time frame may be expressed as assets less liabilities, as liabilities less assets, or as the ratio between rate sensitive assets (“RSA”) and rate sensitive liabilities (“RSL”). For example, a short-funded position (liabilities repricing before assets) would be expressed as a net negative position, when period gaps are computed by subtracting repricing liabilities from repricing assets. When using the ratio method, an RSA/RSL ratio of 1 indicates a balanced position, a ratio greater than 1 indicates an asset-sensitive position and a ratio less than 1 indicates a liability-sensitive position.

A negative gap and/or a rate sensitivity ratio less than 1 tends to expand NIMs in a falling rate environment and reduce NIMs in a rising rate environment. Conversely, when a positive gap occurs, generally margins expand in a rising rate environment and contract in a falling rate environment. From time to time, the Company may elect to deliberately mismatch liabilities and assets in a strategic gap position.

At March 31, 2022, the Company reflected a positive interest sensitivity gap with an interest sensitivity ratio of 1.30:1.00 at the cumulative one-year position.

Estimates of Fair Value

The estimation of fair value is significant to a number of the Company’s assets, including loans held for sale, investment securities available-for-sale and loan swaps. These are all recorded at either fair value or the lower of cost or fair value. Fair values are volatile and may be influenced by a number of factors. Circumstances that could cause estimates of the fair value of certain assets and liabilities to change include a change in prepayment speeds, discount rates, or market interest rates. Fair values for most available-for-sale investment securities are based on quoted market prices. If quoted market prices are not available, fair values are based on judgments regarding future expected loss experience, current economic condition, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Liquidity

The liquidity position of the Company is dependent primarily on successful management of the Bank’s assets and liabilities so as to meet the needs of both deposit and credit customers. Liquidity needs arise principally to accommodate possible deposit outflows and to meet customers’ requests for loans. Scheduled principal loan repayments, maturing investments, short-term liquid assets, and deposit inflows can satisfy such needs. The objective of liquidity management is to enable the Company to maintain sufficient liquidity to meet its obligations in a timely and cost-effective manner.

Management monitors current and projected cash flows, and adjusts positions as necessary to maintain adequate levels of liquidity. Under its liquidity risk management program, the Company regularly monitors correspondent bank funding exposure and credit exposure in accordance with guidelines issued by the banking regulatory authorities. Management uses a variety of potential

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funding sources and staggering maturities to reduce the risk of potential funding pressure. Management also maintains a detailed contingency funding plan designed to respond adequately to situations which could lead to stresses on liquidity. Management believes that the Company has the funding capacity to meet the liquidity needs arising from potential events.

The Company’s primary sources of short-term liquidity consist of cash and cash equivalents, interest bearing deposits with banks (including the FHLB Pittsburgh), investment securities held to maturity that are maturing within 90 days or would otherwise qualify as maturities if sold (i.e., 85 percent of original cost basis has been repaid), investment securities available-for-sale, loans held or sale, and from time to time federal funds sold and receivables related to unsettled securities transactions.

Additionally, liquidity is derived from scheduled loan payments of principal and interest, as well as prepayments received. As a contingency plan for any liquidity constraints, liquidity could also be derived from the sale of conforming residential mortgages from our loan portfolio or alleviated from the temporary curtailment of lending activities. At March 31, 2022, the Company had $122.0 million in cash and cash equivalent compared to $136.6 million at September 30, 2021. In addition, our available for sale investment securities amounted to $54.2 million at March 31, 2022 and $40.8 million at September 30, 2021.

Deposits

Total deposits decreased $83.7 million, or 8.9 percent, from $938.2 million at September 30, 2021 to $854.4 million at March 31, 2022.

Total interest-bearing deposits decreased $84.6 million from $884.3 million at September 30, 2021 to $799.7 million at March 31, 2022. Time deposits $250,000 and over decreased $613,000 as compared to September 30, 2021. Time deposits $250,000 and over represented 2.0 percent of total deposits at March 31, 2022 compared to 1.8 percent at September 30, 2021. We had brokered deposits totaling $9.0 million at March 31, 2022 compared to $6.1 million at September 30, 2021.

The Company continues to focus on the maintenance, development, and expansion of its deposit base. Management believes that the emphasis on serving the needs of our communities will provide a long-term relationship base which in turn will allow the Company to efficiently compete for and retain deposits in its market.

The following table depicts the Company’s deposits classified by type, with percentages to total deposits, at March 31, 2022 and September 30, 2021:

	March 31, 2022					September 30, 2021					Dollar
	Amount		Percentage			Amount		Percentage			Change
Balances by types of deposit:	(Dollars in thousands)
Savings	$	54,074		6.33	%	$	50,582		5.39	%	$	3,492
Money market accounts		328,324		38.43			385,480		41.09			(57,156	)
Interest bearing demand		302,468		35.40			336,645		35.88			(34,177	)
Non-interest bearing demand		54,712		6.40			53,849		5.74			863
	$	739,578		86.56		$	826,556		88.10		$	(86,978	)
Certificates of deposit		114,859		13.44			111,603		11.90			3,256
Total	$	854,437		100.00	%	$	938,159		100.00	%	$	(83,722	)

Borrowings

Advances from FHLB Pittsburgh are available to supplement the Company’s liquidity position and, to the extent that maturing deposits do not remain with the Company, management may replace such funds with these advances. As of March 31, 2022 and September 30, 2021, the Company’s outstanding balance of FHLB Pittsburgh advances totaled $60.0 million and $90.0 million, respectively. Of the $60.0 million in advances, all are short-term fixed-rate advances having a rolling 90 day maturity.

The Company did not purchase any securities sold under agreements to repurchase as a short-term funding source during the first fiscal quarters of 2022 or 2021.

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Cash Flows

The Consolidated Statements of Cash Flows present the changes in cash and cash equivalents resulting from the Company’s operating, investing, and financing activities. During the six months ended March 31, 2022, cash and cash equivalents decreased by $14.6 million from the balance at September 30, 2021. Net cash of $10.1 million was provided by operating activities primarily due to net income of $2.5 million, an increase of $8.3 million in other liabilities and $3.0 million decrease in other assets. Net cash provided by investing activities amounted to approximately $88.2 million primarily due to a net decrease in loans of $123.2 million which was partially offset by purchases of $41.4 million of investment securities. The decrease in net cash from financing activities of $112.9 million was primarily from the net decrease of $30.0 million in long term borrowings and $83.7 million in deposits.

Shareholders’ Equity

Total shareholders’ equity amounted to $144.6 million, or 13.1 percent of total assets, at March 31, 2022, compared to $142.2 million, or 11.8 percent of total assets, at September 30, 2021. Book value per common share was $18.95 at March 31, 2022, compared to $18.65 at September 30, 2021.

	March 31, 2022		September 30, 2021
	(In thousands, except for per share data)
Shareholders’ equity		144,550		142,168
Book value per common share	$	18.95	$	18.65

Capital

At March 31, 2022, the Bank’s common equity Tier 1 capital ratio was 18.25 percent, Tier 1 leverage ratio was 14.29 percent, Tier 1 risk-based capital ratio was 18.25 percent and the total risk-based capital ratio was 19.31 percent. At September 30, 2021, the Bank’s common equity Tier 1 capital ratio was 16.13 percent, Tier 1 leverage ratio was 13.14 percent, Tier 1 risk-based capital ratio was 16.13 percent and the total risk-based capital ratio was 17.32 percent. At March 31, 2022, the Bank was in compliance with all applicable regulatory capital requirements.

Information on Stock Repurchases

Information on Stock Repurchases is provided in “Part II. Other Information, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds” herein.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

This Item has been omitted based on the Company’s status as a smaller reporting company.

Item 4. Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of March 31, 2022, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2022.

Changes in Internal Controls

There were no changes in the Company’s internal controls over financial reporting during the three months ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

Item 1A - Risk Factors

For a summary of risk factors relevant to the Company, see Part I, Item 1A, “Risk Factors” in the 2021 Annual Report. There are no material changes to the risk factors as previously disclosed under the section titled “Risk Factors” in Part I, Item 1A of our 2021 Annual Report. Additional risks not presently known to the Company, or that the Company currently deems immaterial, may also adversely affect the business, financial condition or results of operations.

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

There were no repurchases or unregistered sales of the Company’s stock during the quarter.

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Mine Safety Disclosure

Not applicable.

Item 5 - Other Information

None.

Item 6 - Exhibits


3.1		Amended and Restated Articles of Incorporation of Malvern Bancorp, Inc.(1)
3.2		Amended and Restated Bylaws of Malvern Bancorp, Inc.(2)
31.1		Rule 13a-14(a)/15d-14(a) Section 302 Certification
31.2		Rule 13a-14(a)/15d-14(a) Section 302 Certification
32.0		Section 1350 Certification


101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definitions Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)	Incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K of Malvern Bancorp, Inc. filed with the SEC on February 17, 2017.

(2)	Incorporated by reference from Exhibit 3.2 to the Current Report on Form 8-K of Malvern Bancorp, Inc. filed with the SEC on February 17, 2017.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	MALVERN BANCORP, INC.


May 16, 2022	By:	/s/ Anthony C. Weagley
		Anthony C. Weagley
		President and Chief Executive Officer


May 16, 2022	By:	/s/ Joseph D. Gangemi
		Joseph D. Gangemi
		Executive Vice President and Chief Financial
		Officer

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