SEC Info - ESSA Bancorp, Inc. - ‘10-Q’ for 12/31/21

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ESSA Bancorp, Inc. – ‘10-Q’ for 12/31/21

On: Monday, 2/14/22, at 3:34pm ET · For: 12/31/21 · Accession #: 1564590-22-4939 · File #: 1-33384

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/22  ESSA Bancorp, Inc.                10-Q       12/31/21   87:23M                                    ActiveDisclosure/FA

Quarterly Report — Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.65M 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     33K 
 4: EX-32       Certification -- §906 - SOA'02                      HTML     29K 
10: R1          Document and Entity Information                     HTML     79K 
11: R2          Consolidated Balance Sheet (Unaudited)              HTML    121K 
12: R3          Consolidated Balance Sheet (Unaudited)              HTML     48K 
                (Parenthetical)                                                  
13: R4          Consolidated Statement of Operations (Unaudited)    HTML    141K 
14: R5          Consolidated Statement of Comprehensive Income      HTML     87K 
                (Unaudited)                                                      
15: R6          Consolidated Statement of Changes in Stockholders'  HTML     73K 
                Equity (Unaudited)                                               
16: R7          Consolidated Statement of Changes in Stockholders'  HTML     28K 
                Equity (Unaudited) (Parenthetical)                               
17: R8          Consolidated Statement of Cash Flows (Unaudited)    HTML    146K 
18: R9          Nature of Operations and Basis of Presentation      HTML     32K 
19: R10         Earnings per Share                                  HTML     63K 
20: R11         Use of Estimates in the Preparation of Financial    HTML     29K 
                Statements                                                       
21: R12         Accounting Pronouncements                           HTML     62K 
22: R13         Investment Securities                               HTML    476K 
23: R14         Loans Receivable, Net and Allowance for Loan        HTML   1.66M 
                Losses                                                           
24: R15         Deposits                                            HTML     54K 
25: R16         Net Periodic Benefit Cost-Defined Benefit Plan      HTML     62K 
26: R17         Equity Incentive Plan                               HTML     54K 
27: R18         Fair Value                                          HTML    431K 
28: R19         Accumulated Other Comprehensive Income (Loss)       HTML    171K 
29: R20         Derivative and Hedging Activities                   HTML    163K 
30: R21         Contingent Liabilities                              HTML     33K 
31: R22         Revenue Recognition                                 HTML     38K 
32: R23         Leases                                              HTML    109K 
33: R24         Accounting Pronouncements (Policies)                HTML     51K 
34: R25         Earnings per Share (Tables)                         HTML     61K 
35: R26         Investment Securities (Tables)                      HTML    478K 
36: R27         Loans Receivable, Net and Allowance for Loan        HTML   1.65M 
                Losses (Tables)                                                  
37: R28         Deposits (Tables)                                   HTML     52K 
38: R29         Net Periodic Benefit Cost-Defined Benefit Plan      HTML     57K 
                (Tables)                                                         
39: R30         Equity Incentive Plan (Tables)                      HTML     49K 
40: R31         Fair Value (Tables)                                 HTML    434K 
41: R32         Accumulated Other Comprehensive Income (Loss)       HTML    171K 
                (Tables)                                                         
42: R33         Derivatives and Hedging Activities (Tables)         HTML    158K 
43: R34         Leases (Tables)                                     HTML    112K 
44: R35         Nature of Operations and Basis of Presentation -    HTML     29K 
                Additional Information (Detail)                                  
45: R36         Earnings Per Share - Composition of the             HTML     43K 
                Weighted-Average Common Shares (Denominator) Used                
                in the Basic and Diluted Earnings per Share                      
                Computation (Detail)                                             
46: R37         Earnings Per Share - Additional Information         HTML     32K 
                (Detail)                                                         
47: R38         Accounting Pronouncements - Additional Information  HTML     51K 
                (Details)                                                        
48: R39         Investment Securities - Summary of Amortized Cost,  HTML     81K 
                Gross Unrealized Gains and Losses, and Fair Value                
                of Investment Securities Available for Sale                      
                (Detail)                                                         
49: R40         Investment Securities - Summary of Unrealized and   HTML     31K 
                Realized Gains Losses Recognized in Net Income on                
                Equity Securities (Detail)                                       
50: R41         Investment Securities - Schedule of Amortized Cost  HTML     78K 
                and Fair Value of Debt Securities by Contractual                 
                Maturity (Detail)                                                
51: R42         Investment Securities - Additional Information      HTML     30K 
                (Detail)                                                         
52: R43         Investment Securities - Schedule of Gross           HTML     68K 
                Unrealized Losses and Fair Value (Detail)                        
53: R44         Loans Receivable, Net and Allowance for Loan        HTML     61K 
                Losses - Summary of Loans Receivable (Detail)                    
54: R45         Loans Receivable, Net and Allowance for Loan        HTML     66K 
                Losses - Additional Information (Detail)                         
55: R46         Loans Receivable, Net and Allowance for Loan        HTML     33K 
                Losses - Summary of Additional Information                       
                Regarding Loans Acquired and Accounted (Detail)                  
56: R47         Loans Receivable, Net and Allowance for Loan        HTML     62K 
                Losses - Schedule of Loans Evaluated for                         
                Impairment (Detail)                                              
57: R48         Loans Receivable, Net and Allowance for Loan        HTML     89K 
                Losses - Schedule of Investment and Unpaid                       
                Principal Balances for Impaired Loans (Detail)                   
58: R49         Loans Receivable, Net and Allowance for Loan        HTML     54K 
                Losses - Classes of Loan Portfolio, Internal Risk                
                Rating System (Detail)                                           
59: R50         Loans Receivable, Net and Allowance for Loan        HTML     60K 
                Losses - Schedule of Performing or Non-Performing                
                Loans (Detail)                                                   
60: R51         Loans Receivable, Net and Allowance for Loan        HTML     76K 
                Losses - Classes of Loan Portfolio Summarized by                 
                Aging Categories (Detail)                                        
61: R52         Loans Receivable, Net and Allowance for Loan        HTML     81K 
                Losses - Summary of Changes in Primary Segments of               
                ALL (Detail)                                                     
62: R53         Deposits - Schedule of Deposits by Major            HTML     39K 
                Classifications (Detail)                                         
63: R54         Net Periodic Benefit Cost-Defined Benefit Plan -    HTML     41K 
                Summary of the Components of Net Periodic Benefit                
                Cost (Detail)                                                    
64: R55         Equity Incentive Plan - Additional Information      HTML     54K 
                (Detail)                                                         
65: R56         Equity Incentive Plan - Schedule of Restricted      HTML     49K 
                Stock Option Activity (Detail)                                   
66: R57         Fair Value - Schedule of Fair Value For Assets and  HTML     72K 
                Liabilities Required to be Measured and Reported                 
                at Fair Value on a Recurring Basis (Detail)                      
67: R58         Fair Value - Schedule of Changes in Fair Value of   HTML     36K 
                Level III Investments (Detail)                                   
68: R59         Fair Value - Schedule of Fair Value For Assets      HTML     36K 
                Required to be Measured and Reported at Fair Value               
                on a Nonrecurring Basis (Detail)                                 
69: R60         Fair Value - Summary of Additional Quantitative     HTML     49K 
                Information about Assets Measured at Fair Value on               
                Nonrecurring Basis (Detail)                                      
70: R61         Fair Value - Additional Information (Detail)        HTML     34K 
71: R62         Fair Value - Schedule of Carrying Value and Fair    HTML     50K 
                Value for Certain Financial Instruments not                      
                Required to be Measured and Reported at Fair Value               
                (Detail)                                                         
72: R63         Accumulated Other Comprehensive Income (Loss) -     HTML     58K 
                Summary of Activity in Accumulated Other                         
                Comprehensive Income (Loss) (Detail)                             
73: R64         Accumulated Other Comprehensive Income (Loss) -     HTML     56K 
                Summary of Reclassification Out of Accumulated                   
                Other Comprehensive Income (Loss) (Detail)                       
74: R65         Derivatives and Hedging Activities - Schedule of    HTML     49K 
                Fair Value of Derivative Financial Instruments as                
                well as their Classification on Consolidated                     
                Balance Sheet (Detail)                                           
75: R66         Derivatives and Hedging Activities - Additional     HTML     51K 
                Information (Detail)                                             
76: R67         Derivatives and Hedging Activities - Schedule of    HTML     41K 
                Effect of Cash Flow Hedge Accounting on                          
                Accumulated Other Comprehensive Income (Loss)                    
                (Detail)                                                         
77: R68         Contingent Liabilities - Additional Information     HTML     30K 
                (Detail)                                                         
78: R69         Leases - Additional Information (Detail)            HTML     28K 
79: R70         Leases - Summary of Balance Sheet Operating Lease   HTML     36K 
                Right-of-Use Assets and Lease Liabilities (Detail)               
80: R71         Leases - Summary of Lease Term and Discount Rate    HTML     33K 
                (Detail)                                                         
81: R72         Leases - Summary of Components of Lease Cost        HTML     33K 
                (Detail)                                                         
82: R73         Leases - Summary of Future Minimum Lease Payments   HTML     46K 
                (Detail)                                                         
85: XML         IDEA XML File -- Filing Summary                      XML    167K 
83: XML         XBRL Instance -- essa-10q_20211231_htm               XML   7.90M 
84: EXCEL       IDEA Workbook of Financial Reports                  XLSX    114K 
 6: EX-101.CAL  XBRL Calculations -- essa-20211231_cal               XML    278K 
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 8: EX-101.LAB  XBRL Labels -- essa-20211231_lab                     XML   1.41M 
 9: EX-101.PRE  XBRL Presentations -- essa-20211231_pre              XML   1.15M 
 5: EX-101.SCH  XBRL Schema -- essa-20211231                         XSD    189K 
86: JSON        XBRL Instance as JSON Data -- MetaLinks              458±   724K 
87: ZIP         XBRL Zipped Folder -- 0001564590-22-004939-xbrl      Zip    255K

‘10-Q’ — Quarterly Report

Document Table of Contents

Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Statements (unaudited) Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Other Information Part I. Financial Information Part II. Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signature Page Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Part I. Financial Information
"	Financial Statements (unaudited)
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Quantitative and Qualitative Disclosures About Market Risk
"	Controls and Procedures
"	Part II. Other Information
"	Legal Proceedings
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Other Information
"	Exhibits
"	Signature Page

This is an HTML Document rendered as filed. [ Alternative Formats ]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 10-Q

i ☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended i December 31, 2021

i ☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File No. i 001-33384

i ESSA Bancorp, Inc.

(Exact name of registrant as specified in its charter)

i Pennsylvania	i 20-8023072
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

i 200 Palmer Street, i Stroudsburg, i Pennsylvania	i 18360
(Address of Principal Executive Offices)	(Zip Code)

( i 570) i 421-0531

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common	i ESSA	i 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 (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. i 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). i Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐

i Non-accelerated filer	☒	Smaller reporting company	i ☒

Emerging growth company	i ☐

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 i ☐ No ☒

As of February 11, 2022, there were i 10,489,391 shares of the Registrant’s common stock, par value $0.01 per share, outstanding.

ESSA Bancorp, Inc.

FORM 10-Q

Table of Contents

		Page
	Part I. Financial Information

Item 1.	Financial Statements (unaudited)	2

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4	Controls and Procedures	40

	Part II. Other Information

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 3.	Defaults Upon Senior Securities	41

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	41

Item 6.	Exhibits	42

Signature Page		43

Part I. Financial Information

Item 1.

Financial Statements

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	December 31,			September 30,
	2021			2021
	(dollars in thousands)
ASSETS
Cash and due from banks	$	i 187,601		$	i 146,841
Interest-bearing deposits with other institutions		i 10,820			i 12,105
Total cash and cash equivalents		i 198,421			i 158,946
Investment securities available for sale, at fair value		i 172,154			i 240,581
Investment securities held to maturity, at amortized cost		i 55,747			i 21,483
Loans held for sale		i 388			i 381
Loans receivable (net of allowance for loan losses of $ i 18,210 and $ i 18,113)		i 1,339,301			i 1,340,853
Regulatory stock, at cost		i 5,059			i 4,651
Premises and equipment, net		i 13,543			i 13,605
Bank-owned life insurance		i 37,674			i 37,481
Foreclosed real estate		i 193			i 461
Intangible assets, net		i 454			i 520
Goodwill		i 13,801			i 13,801
Deferred income taxes		i 4,066			i 4,613
Other assets		i 27,545			i 24,060
TOTAL ASSETS	$	i 1,868,346		$	i 1,861,436
LIABILITIES
Deposits	$	i 1,634,734		$	i 1,636,115
Advances by borrowers for taxes and insurance		i 8,781			i 4,949
Other liabilities		i 17,212			i 18,550
TOTAL LIABILITIES		i 1,660,727			i 1,659,614
STOCKHOLDERS’ EQUITY
Preferred stock ($ i i 0.01 / par value; i i 10,000,000 / shares authorized, i i none / issued)		—			—
Common stock ($ i i 0.01 / par value; i i 40,000,000 / shares authorized, i i 18,133,095 / issued; i 10,489,391 and i 10,461,443 outstanding at December 31, 2021 and September 30, 2021, respectively)		i 181			i 181
Additional paid in capital		i 181,634			i 181,659
Unallocated common stock held by the Employee Stock Ownership Plan (ESOP)		( i 6,802	)		( i 6,915	)
Retained earnings		i 127,784			i 124,342
Treasury stock, at cost; i 7,643,704 and i 7,671,652 shares outstanding at December 31, 2021 and September 30, 2021, respectively		( i 97,767	)		( i 98,127	)
Accumulated other comprehensive income		i 2,589			i 682
TOTAL STOCKHOLDERS’ EQUITY		i 207,619			i 201,822
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	i 1,868,346		$	i 1,861,436

See accompanying notes to the unaudited consolidated financial statements.

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended
	December 31,
	2021			2020
	(dollars in thousands, except per share data)
INTEREST INCOME
Loans receivable, including fees	$	i 13,259		$	i 13,760
Investment securities:
Taxable		i 1,011			i 997
Exempt from federal income tax		i 19			i 40
Other investment income		i 119			i 115
Total interest income		i 14,408			i 14,912
INTEREST EXPENSE
Deposits		i 846			i 1,772
Short-term borrowings		—			i 189
Other borrowings		—			i 39
Total interest expense		i 846			i 2,000
NET INTEREST INCOME		i 13,562			i 12,912
Provision for loan losses		—			i 900
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		i 13,562			i 12,012
NONINTEREST INCOME
Service fees on deposit accounts		i 783			i 789
Services charges and fees on loans		i 417			i 425
Loan swap fees		i 147			i 211
Unrealized gain on equity securities, net		i 1			i 7
Trust and investment fees		i 426			i 331
Gain on sale of loans, net		i 219			i 818
Earnings on bank-owned life insurance		i 193			i 343
Insurance commissions		i 147			i 168
Other		( i 5	)		i 43
Total noninterest income		i 2,328			i 3,135
NONINTEREST EXPENSE
Compensation and employee benefits		i 6,334			i 6,396
Occupancy and equipment		i 1,094			i 1,067
Professional fees		i 695			i 533
Data processing		i 1,180			i 1,082
Advertising		i 93			i 101
Federal Deposit Insurance Corporation (FDIC) premiums		i 164			i 273
Gain on foreclosed real estate		( i 31	)		( i 19	)
Amortization of intangible assets		i 66			i 68
Other		i 709			i 677
Total noninterest expense		i 10,304			i 10,178
Income before income taxes		i 5,586			i 4,969
Income taxes		i 973			i 834
NET INCOME	$	i 4,613		$	i 4,135
Earnings per share
Basic	$	i 0.47		$	i 0.41
Diluted	$	i 0.47		$	i 0.41
Dividends per share	$	i 0.12		$	i 0.11

See accompanying notes to the unaudited consolidated financial statements.

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

	For the Three Months Ended
	December 31,
	2021			2020
	(dollars in thousands)
Net income	$	i 4,613		$	i 4,135
Other comprehensive income
Investment securities available for sale:
Unrealized holding losses		( i 1,066	)		( i 225	)
Tax effect		i 223			i 47
Net of tax amount		( i 843	)		( i 178	)
Pension plan:
Changes in unrealized holding gains		i 965			-
Tax effect		( i 202	)		-
Reclassification of items recognized in net income		i 139			-
Tax effect		( i 29	)		-
Net of tax amount		i 873			-
Derivative and hedging activities adjustments:
Changes in unrealized holding gains on derivatives included in net income		i 2,139			i 516
Tax effect		( i 449	)		( i 106	)
Reclassification adjustment for losses on derivatives included in net income		i 236			i 667
Tax effect		( i 49	)		( i 140	)
Net of tax amount		i 1,877			i 937
Total other comprehensive income		i 1,907			i 759
Comprehensive income	$	i 6,520		$	i 4,894

See accompanying notes to the unaudited consolidated financial statements.

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

Unallocated

Accumulated

Common Stock

Additional

Common

Other

Total

Number of

Paid In

Stock Held by

Retained

Treasury

Comprehensive

Stockholders’

Amount

Capital

the ESOP

Earnings

Stock

Loss

Equity

(dollars in thousands except share data)

Balance, September 30, 2020

i 10,876,869

i 181

i 181,487

( i 7,350

)

i 112,612

( i 91,477

)

( i 4,056

)

i 191,397

Net Income

i 4,135

Other comprehensive income

i 759

Cash dividends declared ($ i 0.11 per share)

( i 1,102

)

( i 1,102

)

Stock based compensation

i 232

Allocation of ESOP stock

i 30

i 113

i 143

Allocation of treasury shares to incentive plan

i 43,647

( i 550

)

i 550

—

Purchase of common stock

( i 99,700

)

( i 1,411

)

( i 1,411

)

Balance, December 31, 2020

i 10,820,816

i 181

i 181,199

( i 7,237

)

i 115,645

( i 92,338

)

( i 3,297

)

i 194,153

Unallocated

Accumulated

Common Stock

Additional

Common

Other

Total

Number of

Paid In

Stock Held by

Retained

Treasury

Comprehensive

Stockholders’

Amount

Capital

the ESOP

Earnings

Stock

Income

Equity

(dollars in thousands except share data)

Balance, September 30, 2021

i 10,461,443

i 181

i 181,659

( i 6,915

)

i 124,342

( i 98,127

)

i 682

i 201,822

Net income

i 4,613

Other comprehensive income

i 1,907

Cash dividends declared ($ i 0.12 per share)

( i 1,171

)

( i 1,171

)

Stock based compensation

i 262

Allocation of ESOP stock

i 76

i 113

i 189

Allocation of treasury shares to incentive plan

i 27,948

( i 363

)

i 360

( i 3

)

Balance, December 31, 2021

i 10,489,391

i 181

i 181,634

( i 6,802

)

i 127,784

( i 97,767

)

i 2,589

i 207,619

See accompanying notes to the unaudited consolidated financial statements.

ESSA BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended
	December 31,
	2021			2020
	(dollars in thousands)
OPERATING ACTIVITIES
Net income	$	i 4,613		$	i 4,135
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		—			i 900
Provision for depreciation and amortization		i 264			i 265
Amortization and accretion of discounts and premiums, net		( i 293	)		( i 99	)
Realized and unrealized gain on equity securities		( i 1	)		( i 7	)
Gain on sale of loans, net		( i 219	)		( i 818	)
Origination of residential real estate loans for sale		( i 12,539	)		( i 19,341	)
Proceeds on sale of residential real estate loans		i 12,751			i 19,744
Compensation expense on ESOP		i 189			i 143
Amortization of right-of-use asset		i 209			i 220
Stock based compensation		i 262			i 232
Decrease in accrued interest receivable		i 284			i 719
Increase in accrued interest payable		i 42			i 37
Earnings on bank-owned life insurance		( i 193	)		( i 223	)
Deferred federal income taxes		i 41			i 106
Increase in accrued pension		( i 69	)		( i 121	)
Gain on foreclosed real estate, net		( i 31	)		( i 19	)
Amortization of intangible assets		i 66			i 68
Other, net		( i 1,742	)		( i 2,013	)
Net cash provided by operating activities		i 3,634			i 3,928
INVESTING ACTIVITIES
Investment securities available for sale:
Proceeds from principal repayments and maturities		i 108,028			i 48,319
Purchases		( i 40,853	)		( i 10,476	)
Investment securities held to maturity:
Proceeds from principal repayments and maturities		i 986			—
Purchases		( i 35,250	)		—
Decrease in loans receivable, net		i 2,033			i 42,058
Redemption of regulatory stock		i 212			i 4,884
Purchase of regulatory stock		( i 620	)		( i 1,181	)
Proceeds from sale of foreclosed real estate		i 299			i 83
Purchase of premises, equipment and software		( i 274	)		( i 190	)
Net cash provided by investing activities		i 34,561			i 83,497
FINANCING ACTIVITIES
(Decrease) increase in deposits, net		( i 1,381	)		i 86,638
Net decrease in short-term borrowings		—			( i 111,144	)
Increase in advances by borrowers for taxes and insurance		i 3,832			i 891
Purchase of common stock		—			( i 1,411	)
Dividends on common stock		( i 1,171	)		( i 1,102	)
Net cash provided by (used for) financing activities		i 1,280			( i 26,128	)
Increase in cash and cash equivalents		i 39,475			i 61,297
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		i 158,946			i 155,917
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	i 198,421		$	i 217,214
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash Paid:
Interest	$	i 804		$	i 1,963
Noncash items:
Transfers from loans to foreclosed real estate		—			i 160
Initial recognition of Operating Right -of-Use Asset		i 520
Initial recognition of Operating Right -of-Use Liability		i 520
Death benefit receivable on BOLI		—			( i 3,865	)
Unrealized holding losses		( i 1,066	)		( i 225	)

See accompanying notes to the unaudited consolidated financial statements.

ESSA BANCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(unaudited)

1.	Nature of Operations and Basis of Presentation

The consolidated financial statements include the accounts of ESSA Bancorp, Inc. (the “Company”), its wholly owned subsidiary, ESSA Bank & Trust (the “Bank”), and the Bank’s wholly owned subsidiaries, ESSACOR Inc.; Pocono Investments Company; ESSA Advisory Services, LLC; Integrated Financial Corporation; and Integrated Abstract Incorporated, a wholly owned subsidiary of Integrated Financial Corporation. The primary purpose of the Company is to act as a holding company for the Bank. The Bank’s primary business consists of the taking of deposits and granting of loans to customers generally in Monroe, Northampton, Lehigh, Delaware, Chester, Montgomery, Lackawanna, and Luzerne Counties, Pennsylvania. The Bank is a Pennsylvania chartered savings bank and is subject to regulation and supervision by the Pennsylvania Department of Banking and Securities and the Federal Deposit Insurance Corporation (the “FDIC”). The investment in the Bank on the parent company’s financial statements is carried at the parent company’s equity in the underlying net assets.

ESSACOR, Inc. is a Pennsylvania corporation that has been used to purchase properties at tax sales that represent collateral for delinquent loans of the Bank and is currently inactive. Pocono Investment Company is a Delaware corporation formed as an investment company subsidiary to hold and manage certain investments, including certain intellectual property. ESSA Advisory Services, LLC is a Pennsylvania limited liability company owned i 100 percent by ESSA Bank & Trust. ESSA Advisory Services, LLC is a full-service insurance benefits consulting company offering group services such as health insurance, life insurance, short-term and long-term disability, dental, vision, and 401(k) retirement planning as well as individual health products. Integrated Financial Corporation is a Pennsylvania corporation that provided investment advisory services to the general public and is currently inactive. Integrated Abstract Incorporated is a Pennsylvania corporation that provided title insurance services and is currently inactive. All significant intercompany accounts and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of the results of the interim periods and are of a normal and recurring nature. Operating results for the three month periods ended December 31, 2021 and 2020 are not necessarily indicative of the results that may be expected for the year ending September 30, 2022.

/ i

2.	Earnings per Share

The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation for the three month periods ended December 31, 2021 and 2020.

	Three Months Ended
	December 31,			December 31,
	2021			2020
Weighted-average common shares outstanding		i 18,133,095			i 18,133,095
Average treasury stock shares		( i 7,643,827	)		( i 7,279,981	)
Average unearned ESOP shares		( i 673,259	)		( i 718,523	)
Average unearned non-vested shares		( i 56,760	)		( i 63,504	)
Weighted average common shares and common stock equivalents used to calculate basic earnings per share		i 9,759,249			i 10,071,087
Additional common stock equivalents (nonvested stock) used to calculate diluted earnings per share		i 12,297			i 2,820
Weighted average common shares and common stock equivalents used to calculate diluted earnings per share		i 9,771,546			i 10,073,907

At December 31, 2021 there were i 13,883 shares of nonvested stock outstanding at an average weighted price of $ i 16.17 per share that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive. At December 31, 2020 there were i 32,107 shares of nonvested stock outstanding at an average weighted price of $ i 16.13 per share that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive.

3.	Use of Estimates in the Preparation of Financial Statements

The accounting principles followed by the Company and its subsidiaries and the methods of applying these principles conform to U.S. generally accepted accounting principles (“GAAP”) and to general practice within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the Consolidated Balance Sheet date and related revenues and expenses for the period. Actual results could differ from those estimates.

4.	Accounting Pronouncements

Adoption of New Standards

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits (Topic 715-20). This Update amends ASC 715 to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The Update eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The Update also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. This Update is effective for public business entities for fiscal years ending after December 15, 2020, and must be applied on a retrospective basis. For all other entities, this Update is effective for fiscal years ending after December 15, 2021. The adoption of ASU 2018-14 did not have a significant impact on the Company’s financial statements.

In January 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. The adoption of ASU 2020-04 did not have a significant impact on the Company’s financial statements.

In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs, which clarifies that, for each reporting period, an entity should reevaluate whether a callable debt security is within the scope of ASC 310-20-35-33. For public business entities, ASU 2020-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is not permitted. For all other entities, ASU 2020-08 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of ASU 2020-08 did not have a significant impact on the Company’s financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate(LIBOR) and other interbank offered rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. The adoption of ASU 2021-01 did not have a significant impact on the Company’s financial statements.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The

allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This Update defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, non-SEC filers, and all other companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements.

In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses, Topic 326, which allows entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13, the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU 2016-13 has been adopted. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. The effective dates in this Update are the same as those applicable for ASU 2019-10. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2020, the FASB issued ASU 2020-3, Codification Improvements to Financial Instruments. This ASU was issued to improve and clarify various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. The ASU includes seven issues that describe the areas of improvement and the related amendments to GAAP; they are intended to make the standards easier to understand and apply and to eliminate inconsistencies, and they are narrow in scope and are not expected to significantly change practice for most entities. Among its provisions, the ASU clarifies that all entities, other than public business entities that elected the fair value option, are required to provide certain fair value disclosures under ASC 825, Financial Instruments, in both interim and annual financial statements. It also clarifies that the contractual term of a net investment in a lease under Topic 842 should be the contractual term used to measure expected credit losses under Topic 326. Amendments related to ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is not permitted before an entity’s adoption of ASU 2016-01. Amendments related to ASU 2016-13 for entities that have not yet adopted that guidance are effective upon adoption of the amendments in ASU 2016-13. Early adoption is not permitted before an entity’s adoption of ASU 2016-13. Amendments related to ASU 2016-13 for entities that have adopted that guidance are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Other amendments are effective upon issuance of this ASU. This Update is not expected to have a significant impact on the Company’s financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This ASU removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium. This ASU requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to

assess the amount or timing of an entity’s future cash flows related to those instruments. The amendments in this ASU are effective for public business entities that are not smaller reporting companies, for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which requires an entity to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. An entity should measure the effect of a modification as the difference between the fair value of the modified warrant and the fair value of that warrant immediately before modification. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. This Update is not expected to have a significant impact on the Company’s financial statements.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842), which amends ASC 842 so that lessors are no longer required to recognize a selling loss upon commencement of a lease with variable lease payments that, prior to the amendments, would have been classified as a sales-type or direct financing lease. Furthermore, a lessor must classify as an operating lease any lease that would otherwise be classified as a sales-type or direct financing lease and that would result in the recognition of a selling loss at lease commencement, provided that the lease includes variable lease payments that do not depend on an index or rate. For public business entities and certain not-for-profit entities and employee benefit plans that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within those fiscal years. For all other entities that have adopted ASC 842, the amendments are effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. All entities that have adopted ASC 842 are permitted to early adopt the amendments in ASU 2021-05. The amendments in ASU 2021-05 are effective as of the same date as the guidance in ASC 842 for entities that have not adopted ASC 842. This Update is not expected to have a significant impact on the Company’s financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which addresses how an acquirer should recognize and measure revenue contracts acquired in a business combination. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

5.	Investment Securities

The amortized cost, gross unrealized gains and losses, and fair value of investment securities available for sale are summarized as follows (in thousands):

December 31, 2021

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Available for Sale

Fannie Mae

i 23,492

i 596

( i 54

)

i 24,034

Freddie Mac

i 19,387

i 373

( i 33

)

i 19,727

Governmental National Mortgage Association

i 5,442

i 72

( i 17

)

i 5,497

Total mortgage-backed securities

i 48,321

i 1,041

( i 104

)

i 49,258

Obligations of states and political subdivisions

i 12,821

i 376

—

i 13,197

U.S. government treasury securities

i 30,000

—

i 30,000

Corporate obligations

i 68,959

i 948

( i 884

)

i 69,023

Other debt securities

i 10,637

i 150

( i 111

)

i 10,676

Total

i 170,738

i 2,515

( i 1,099

)

i 172,154

Held to Maturity

Fannie Mae

i 31,364

i 5

( i 241

)

i 31,128

Freddie Mac

i 21,948

—

( i 179

)

i 21,769

Total mortgage-backed securities

i 53,312

i 5

( i 420

)

i 52,897

U.S. government agency securities

i 2,435

i 13

—

i 2,448

Total mortgage-backed securities

i 55,747

i 18

( i 420

)

i 55,345

September 30, 2021

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Available for Sale

Fannie Mae

i 25,614

i 766

( i 30

)

i 26,350

Freddie Mac

i 21,240

i 574

( i 42

)

i 21,772

Governmental National Mortgage Association

i 6,801

i 159

( i 14

)

i 6,946

Total mortgage-backed securities

i 53,655

i 1,499

( i 86

)

i 55,068

Obligations of states and political subdivisions

i 12,826

i 420

—

i 13,246

U.S. government agency securities

i 99,997

—

i 99,997

U.S. government treasury securities

i 1,998

i 4

—

i 2,002

Corporate obligations

i 58,130

i 940

( i 453

)

i 58,617

Other debt securities

i 11,493

i 273

( i 115

)

i 11,651

Total

i 238,099

i 3,136

( i 654

)

i 240,581

Held to Maturity

Fannie Mae

i 11,738

—

( i 111

)

i 11,627

Freddie Mac

i 9,745

—

( i 123

)

i 9,622

Total debt securities

i 21,483

—

( i 234

)

i 21,249

The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the three months ended December 31, 2021 and 2020.

(in thousands)	Three Months Ended December 31, 2021		Three Months Ended December 31, 2020
Net gains recognized during the period on equity securities	$	i 1	$	i 7
Less: Net gains recognized during the period on equity securities sold during the period		—		—
Unrealized gains recognized during the reporting period on equity securities still held at the reporting date	$	i 1	$	i 7

The amortized cost and fair value of debt securities at December 31, 2021, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):

Available For Sale

Held to Maturity

Amortized

Cost

Fair Value

Amortized

Cost

Fair Value

Due in one year or less

i 31,770

i 31,772

—

Due after one year through five years

i 21,319

i 21,758

—

Due after five years through ten years

i 68,373

i 68,578

i 8,875

i 8,808

Due after ten years

i 49,276

i 50,046

i 46,872

i 46,537

Total

i 170,738

i 172,154

i 55,747

i 55,345

For the three months ended December 31, 2021 and 2020, the Company realized i i i i no / / / gross gains or gross losses on proceeds from the sale on investment securities.

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position (dollars in thousands):

December 31, 2021

Number of

Securities

Less than Twelve

Months

Twelve Months or

Greater

Total

Fair

Value

Gross

Unrealized

Losses

Fair

Value

Gross

Unrealized

Losses

Fair

Value

Gross

Unrealized

Losses

Fannie Mae

i 24

i 30,474

( i 278

)

i 3,705

( i 17

)

i 34,179

( i 295

)

Freddie Mac

i 19

i 26,525

( i 212

)

—

i 26,525

( i 212

)

Governmental National Mortgage Association

i 8

i 954

( i 4

)

i 1,803

( i 13

)

i 2,757

( i 17

)

Corporate obligations

i 38

i 31,331

( i 821

)

i 1,931

( i 63

)

i 33,262

( i 884

)

Other debt securities

i 9

i 1

—

i 2,259

( i 111

)

i 2,260

( i 111

)

Total

i 98

i 89,285

( i 1,315

)

i 9,698

( i 204

)

i 98,983

( i 1,519

)

September 30, 2021

Less than Twelve

Months

Twelve Months or Greater

Total

Number of

Securities

Fair

Value

Gross

Unrealized

Losses

Fair

Value

Gross

Unrealized

Losses

Fair

Value

Gross

Unrealized

Losses

Fannie Mae

i 17

i 15,410

( i 127

)

i 4,078

( i 14

)

i 19,488

( i 141

)

Freddie Mac

i 12

i 14,466

( i 165

)

—

i 14,466

( i 165

)

Governmental National Mortgage Association

i 4

—

i 2,038

( i 14

)

i 2,038

( i 14

)

Corporate obligations

i 28

i 22,799

( i 397

)

i 1,937

( i 56

)

i 24,736

( i 453

)

Other debt securities

i 8

—

i 2,348

( i 115

)

i 2,348

( i 115

)

Total

i 69

i 52,675

( i 689

)

i 10,401

( i 199

)

i 63,076

( i 888

)

The Company’s investment securities portfolio contains unrealized losses on securities, including mortgage-related instruments issued or backed by the full faith and credit of the United States government, or generally viewed as having the implied guarantee of the U.S. government, other mortgage backed securities, debt obligations of a U.S. state or political subdivision, U.S. government agency securities, corporate obligations, other debt securities and equity securities.

The Company reviews its position quarterly and has asserted that at December 31, 2021, the declines outlined in the above table represent temporary declines and the Company would not be required to sell the above securities before their anticipated recovery in market value.

The Company has concluded that any impairment of its investment securities portfolio is not other than temporary but is the result of interest rate changes that are not expected to result in the non-collection of principal and interest during the period.

6.	Loans Receivable, Net and Allowance for Loan Losses

Loans receivable consist of the following (in thousands):

	December 31, 2021		September 30, 2021
Real estate loans:
Residential	$	i 580,292	$	i 580,313
Construction		i 18,003		i 14,013
Commercial		i 615,608		i 591,117
Commercial		i 56,548		i 63,500
Obligations of states and political subdivisions		i 37,804		i 56,164
Home equity loans and lines of credit		i 37,384		i 38,426
Auto loans		i 10,339		i 13,852
Other		i 1,533		i 1,581
		i 1,357,511		i 1,358,966
Less allowance for loan losses		i 18,210		i 18,113
Net loans	$	i 1,339,301	$	i 1,340,853

During 2020 and 2021 the Company participated in the Paycheck Protection Program (“PPP”), administered directly by the U.S. Small Business Administration (the “SBA”). The PPP provides loans to small businesses who were affected by economic conditions as a result of COVID-19 to provide cash-flow assistance to employers who maintain their payroll (including healthcare and certain related expenses), mortgage interest, rent, leases, utilities and interest on existing debt during the COVID-19 emergency. The PPP loans are fully guaranteed by the SBA and may be eligible for forgiveness by the SBA to the extent that the proceeds are used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of up to 24 weeks after the loan is made as long as certain conditions are met regarding employee retention and compensation levels. PPP loans deemed eligible for forgiveness by the SBA will be repaid by the SBA to the Company. PPP loans are included in the Commercial loan category.

In accordance with the SBA terms and conditions on these PPP loans, the Company received approximately $ i 2.4 million in fees associated with the processing of these loans. Upon funding of the loan, these fees were deferred and will be amortized over the life of the loan as an adjustment to yield in accordance with FASB ASC 310-20-25-2.

Included in commercial loans in the above table are i 69 loans totaling $ i 13.2 million originated by the Company under the Paycheck Protection Program through the quarter ended December 31, 2021 compared to i 180 loans totaling $ i 22.6 million at September 30, 2021. These loans mature in i two or five years.

Purchased loans acquired in a business combination are recorded at fair value on their purchase date without a carryover of the related allowance for loan losses.

The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30 (in thousands):

	December 31, 2021		September 30, 2021
	Acquired Loans with Specific Evidence or Deterioration in Credit Quality (ASC 310-30)		Acquired Loans with Specific Evidence or Deterioration in Credit Quality (ASC 310-30)
Outstanding balance	$	i 695	$	i 939
Carrying amount	$	i 646	$	i 877

The following tables show the amount of loans in each category that were individually and collectively evaluated for impairment at the dates indicated (in thousands):

Total Loans

Individually

Evaluated for

Impairment

Loans Acquired

with Deteriorated

Credit Quality

Collectively

Evaluated for

Impairment

December 31, 2021

Real estate loans:

Residential

i 580,292

i 2,225

i 578,067

Construction

i 18,003

Commercial

i 615,608

i 11,024

i 646

i 603,938

Commercial

i 56,548

i 1,247

i 55,301

Obligations of states and political subdivisions

i 37,804

Home equity loans and lines of credit

i 37,384

i 297

i 37,087

Auto loans

i 10,339

i 44

i 10,295

Other

i 1,533

i 8

i 1,525

Total

i 1,357,511

i 14,845

i 646

i 1,342,020

Total Loans

Individually

Evaluated for

Impairment

Loans Acquired

with Deteriorated

Credit Quality

Collectively

Evaluated for

Impairment

September 30, 2021

Real estate loans:

Residential

i 580,313

i 2,646

i 577,667

Construction

i 14,013

Commercial

i 591,117

i 11,166

i 877

i 579,074

Commercial

i 63,500

i 1,355

i 62,145

Obligations of states and political sub divisions

i 56,164

Home equity loans and lines of credit

i 38,426

i 336

i 38,090

Auto loans

i 13,852

i 39

i 13,813

Other

i 1,581

i 8

i 1,573

Total

i 1,358,966

i 15,550

i 877

i 1,342,539

The Company maintains a loan review system that allows for a periodic review of our loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers. Specific loan loss allowances are established for identified losses based on a review of such information. A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans identified as impaired are evaluated independently. The Company does not aggregate such loans for evaluation purposes. Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired or are classified as a troubled debt restructuring (“TDR”).

A loan is considered to be a TDR loan when the Company grants a concession to the borrower that it would not otherwise consider because of the borrower’s financial condition. Such concessions include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates that are less than the current market rate for new obligations with similar risk. TDR loans that are in compliance with their modified terms and that yield a market rate at the time of modification may be removed from TDR status after one year of performance.

The following tables include the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount at the dates indicated, if applicable (in thousands):

Recorded

Investment

Unpaid

Principal

Balance

Associated

Allowance

December 31, 2021

With no specific allowance recorded:

Real estate loans

Residential

i 2,088

i 3,004

Construction

Commercial

i 11,011

i 12,634

Commercial

i 23

Obligations of states and political subdivisions

Home equity loans and lines of credit

i 297

i 333

Auto loans

i 26

i 40

Other

i 8

i 20

Total

i 13,430

i 16,054

With an allowance recorded:

Real estate loans

Residential

i 137

i 142

i 16

Construction

Commercial

i 13

i 19

i 13

Commercial

i 1,247

i 1,368

i 472

Obligations of states and political subdivisions

Home equity loans and lines of credit

Auto loans

i 18

i 3

Other

Total

i 1,415

i 1,547

i 504

Total:

Real estate loans

Residential

i 2,225

i 3,146

i 16

Construction

Commercial

i 11,024

i 12,653

i 13

Commercial

i 1,247

i 1,391

i 472

Obligations of states and political subdivisions

Home equity loans and lines of credit

i 297

i 333

Auto loans

i 44

i 58

i 3

Other

i 8

i 20

Total Impaired Loans

i 14,845

i 17,601

i 504

Recorded

Investment

Unpaid

Principal

Balance

Associated

Allowance

September 30, 2021

With no specific allowance recorded:

Real Estate Loans

Residential

i 2,538

i 3,610

Construction

Commercial

i 11,152

i 13,030

Commercial

i 165

i 176

Obligations of states and political subdivisions

Home equity loans and lines of credit

i 336

i 368

Auto Loans

i 39

i 60

Other

i 8

i 21

Total

i 14,238

i 17,265

With an allowance recorded:

Real Estate Loans

Residential

i 108

i 112

i 17

Construction

Commercial

i 14

i 19

i 14

Commercial

i 1,190

i 1,298

i 397

Obligations of states and political subdivisions

Home equity loans and lines of credit

Auto Loans

Other

Total

i 1,312

i 1,429

i 428

Total:

Real Estate Loans

Residential

i 2,646

i 3,722

i 17

Construction

Commercial

i 11,166

i 13,049

i 14

Commercial

i 1,355

i 1,474

i 397

Obligations of states and political subdivisions

Home equity loans and lines of credit

i 336

i 368

Auto Loans

i 39

i 60

Other

i 8

i 21

Total Impaired Loans

i 15,550

i 18,694

i 428

The following table represents the average recorded investments in the impaired loans and the related amount of interest recognized during the time within the period that the impaired loans were impaired (in thousands):

	For the Three Months Ended December 31,
	2021		2020		2021		2020
	Average Recorded Investment		Average Recorded Investment		Interest Income Recognized		Interest Income Recognized
With no specific allowance recorded:
Real estate loans
Residential	$	i 2,292	$	i 1,436	$	i 2	$	i 1
Construction		-		-		-		-
Commercial		i 11,049		i 11,131		-		-
Commercial		i 109		i 1,313		-		-
Obligations of states and political subdivisions		-		-		-		-
Home equity loans and lines of credit		i 310		i 109		-		-
Auto loans		i 23		i 55		-		-
Other		-		i 11		-		-
Total		i 13,783		i 14,055		i 2		i 1
With an allowance recorded:
Real estate loans
Residential		i 118		i 221		-		-
Construction		-		-		-		-
Commercial		i 13		i 2,581		-		-
Commercial		i 1,173		i 37		-		-
Obligations of states and political subdivisions		-		-		-		-
Home equity loans and lines of credit		-		-		-		-
Auto loans		i 10		i 40		-		-
Other		-		-		-		-
Total		i 1,314		i 2,879		-		-
Total:
Real estate loans
Residential		i 2,410		i 1,657		i 2		i 1
Construction		-		-		-		-
Commercial		i 11,062		i 13,712		-		-
Commercial		i 1,282		i 1,350				-
Obligations of states and political subdivisions		-		-		-		-
Home equity loans and lines of credit		i 310		i 109		-		-
Auto loans		i 33		i 95		-		-
Other		-		i 11		-		-
Total Impaired Loans	$	i 15,097	$	i 16,934	$	i 2	$	i 1

The Company uses a ten-point internal risk-rating system to monitor the credit quality of the overall loan portfolio. The first i six categories are considered not criticized and are aggregated as Pass-rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are fundamentally sound yet exhibit potentially unacceptable credit risk or deteriorating trends or characteristics which, if left uncorrected, may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans that are 90 or more days past due are considered Substandard. Loans in the Doubtful category have all the weaknesses inherent in loans classified as Substandard with the added characteristic that their weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loans in the Loss category are considered uncollectible and of little value that their continuance as bankable assets is not warranted. Certain residential real estate loans, construction loans, home equity loans and lines of credit, auto loans and other consumer loans are underwritten and structured using standardized criteria and characteristics, primarily payment performance, and are normally risk rated and monitored collectively on a monthly basis. These are typically loans to individuals in the consumer categories and are delineated as either performing or non-performing.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event. The Bank’s commercial loan officers are responsible for the timely and accurate risk rating recommendation for the loans in their portfolios at origination and on an ongoing basis. The Bank’s commercial loan officers perform an annual review of all commercial relationships $ i 750,000 or greater. Confirmation of the appropriate risk grade is included in the review on an ongoing basis. The Bank engages an external consultant to conduct loan reviews on at least a semi-annual basis. Generally, the external consultant reviews commercial relationships greater than $ i 1,000,000 and/or all criticized relationships. Detailed reviews, including plans for resolution, are performed on loans classified as Substandard on a quarterly basis. Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

The following tables present the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard, and Doubtful or Loss within the internal risk rating system at December 31, 2021 and September 30, 2021 (in thousands):

Pass

Special

Mention

Substandard

Doubtful

or Loss

Total

December 31, 2021

Commercial real estate loans

i 577,343

i 12,686

i 25,579

i 615,608

Commercial

i 52,540

i 2,114

i 1,894

i 56,548

Obligations of states and political subdivisions

i 37,804

Total

i 667,687

i 14,800

i 27,473

i 709,960

Pass

Special

Mention

Substandard

Doubtful

or Loss

Total

September 30, 2021

Commercial real estate loans

i 549,360

i 20,184

i 21,573

i 591,117

Commercial

i 61,657

i 141

i 1,702

i 63,500

Obligations of states and political subdivisions

i 56,164

Total

i 667,181

i 20,325

i 23,275

i 710,781

All other loans are underwritten and structured using standardized criteria and characteristics, primarily payment performance, and are normally risk rated and monitored collectively on a monthly basis. These are typically loans to individuals in the consumer categories and are delineated as either performing or non-performing. i The following tables present the risk ratings in the consumer categories of performing and non-performing loans at December 31, 2021 and September 30, 2021 (in thousands):

Performing

Non-

performing

Total

December 31, 2021

Real estate loans:

Residential

i 578,016

i 2,276

i 580,292

Construction

i 18,003

Home equity loans and lines of credit

i 36,968

i 416

i 37,384

Auto loans

i 10,278

i 61

i 10,339

Other

i 1,521

i 12

i 1,533

Total

i 644,786

i 2,765

i 647,551

Performing

Non-

performing

Total

September 30, 2021

Real estate loans:

Residential

i 577,448

i 2,865

i 580,313

Construction

i 14,013

Home equity loans and lines of credit

i 37,963

i 463

i 38,426

Auto loans

i 13,809

i 43

i 13,852

Other

i 1,567

i 14

i 1,581

Total

i 644,800

i 3,385

i 648,185

The Company further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. i The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans, purchased credit impaired loans and nonaccrual loans as of December 31, 2021 and September 30, 2021 (in thousands):

31-60 Days

61-89 Days

90 + Days

Total

Purchased

Total

Current

Past Due

Credit Impaired

Loans

December 31, 2021

Real estate loans:

Residential

i 577,525

i 1,021

i 510

i 1,236

i 2,767

i 580,292

Construction

i 18,003

Commercial

i 608,498

i 202

i 6,262

i 6,464

i 646

i 615,608

Commercial

i 55,359

i 32

i 1,157

i 1,189

i 56,548

Obligations of states and political subdivisions

i 37,804

Home equity loans and lines of credit

i 37,174

i 41

i 49

i 120

i 210

i 37,384

Auto loans

i 10,145

i 183

i 11

i 194

i 10,339

Other

i 1,453

i 53

i 27

i 80

i 1,533

Total

i 1,345,961

i 1,500

i 629

i 8,775

i 10,904

i 646

i 1,357,511

31-60 Days

61-89 Days

90 + Days

Total

Purchased

Total

Current

Past Due

Credit Impaired

Loans

September 30, 2021

Real estate loans:

Residential

i 576,960

i 1,029

i 580

i 1,744

i 3,353

i 580,313

Construction

i 14,013

Commercial

i 587,779

i 111

i 2,350

i 2,461

i 877

i 591,117

Commercial

i 62,243

i 1,257

i 63,500

Obligations of states and political subdivisions

i 56,164

Home equity loans and lines of credit

i 38,223

i 44

i 159

i 203

i 38,426

Auto loans

i 13,576

i 271

i 5

i 276

i 13,852

Other

i 1,513

i 59

i 9

i 68

i 1,581

Total

i 1,350,471

i 1,514

i 585

i 5,519

i 7,618

i 877

i 1,358,966

Non-Accrual Loans	December 31, 2021		September 30, 2021
Real estate loans:
Residential	$	i 2,276	$	i 2,865
Construction		-		-
Commercial		i 14,909		i 11,124
Commercial		i 1,250		i 1,358
Obligations of states and political subdivisions		-		-
Home equity loans and lines of credit		i 416		i 463
Auto loans		i 61		i 43
Other		i 12		i 14
Total	$	i 18,924	$	i 15,867

The allowance for loan losses is maintained at a level necessary to absorb loan losses that are both probable and reasonably estimable. Management, in determining the allowance for loan losses, considers the losses inherent in its loan portfolio and changes in the nature and volume of loan activities, along with the general economic and real estate market conditions. The allowance for loan losses consists of two elements: (1) an allocated allowance, which comprises allowances established on specific loans and class allowances based on historical loss experience and current trends, and (2) an unallocated allowance based on general economic conditions and other risk factors in our markets and portfolios. We maintain a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers. General loan loss allowances are based upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions, management’s judgment and losses which are probable and reasonably estimable. In addition, for the three months ended December 31, 2021, consideration was given and a credit provision was recorded for loans granted short term payment relief due to the COVID pandemic. The allowance is increased through provisions charged against current earnings and recoveries of previously charged-

off loans. Loans that are determined to be uncollectible are charged against the allowance. While management uses available information to recognize probable and reasonably estimable loan losses, future loss provisions may be necessary, based on changing economic conditions. Payments received on impaired loans generally are either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. The allowance for loan losses as of December 31, 2021 was maintained at a level that represents management’s best estimate of losses inherent in the loan portfolio, and such losses were both probable and reasonably estimable.

In addition, the FDIC and the Pennsylvania Department of Banking and Securities, as an integral part of their examination process, have periodically reviewed our allowance for loan losses. The banking regulators may require that we recognize additions to the allowance based on its analysis and review of information available to it at the time of its examination.

Management reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the allowance for loan losses (“ALL”). When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

The following table summarizes changes in the primary segments of the ALL for the three months ended December 31, 2021 and 2020 (in thousands):

Home

Obligations of

Equity

States and

Loans and

Real Estate Loans

Commercial

Political

Lines of

Other

Residential

Construction

Commercial

Loans

Subdivisions

Credit

Auto Loans

Loans

Unallocated

Total

ALL balance at September 30, 2021

i 4,114

i 187

i 10,470

i 1,041

i 393

i 318

i 232

i 21

i 1,337

i 18,113

Charge-offs

( i 6

)

( i 6

)

( i 12

)

Recoveries

i 72

i 1

i 2

i 34

i 109

Provision

( i 82

)

i 54

i 136

i 183

( i 128

)

( i 23

)

( i 64

)

( i 76

)

ALL balance at December 31, 2021

i 4,098

i 241

i 10,607

i 1,224

i 265

i 297

i 196

i 21

i 1,261

i 18,210

ALL balance at September 30, 2020

i 4,301

i 127

i 7,209

i 874

i 555

i 337

i 780

i 25

i 1,192

i 15,400

Charge-offs

( i 76

)

( i 9

)

( i 8

)

( i 155

)

( i 1

)

( i 249

)

Recoveries

i 17

i 1

i 72

i 90

Provision

i 206

i 8

i 712

i 39

( i 47

)

i 20

( i 77

)

( i 2

)

i 41

i 900

ALL balance at December 31, 2020

i 4,507

i 135

i 7,862

i 904

i 508

i 350

i 620

i 22

i 1,233

i 16,141

During the three months ended December 31, 2021, the Company recorded provision expense for the construction real estate loans, commercial real estate loans and commercial loans segments, due to either increased loan balances, changes in the loan mix within the pool, and/or charge-off activity in those segments. Provision expense was also recorded for possible loan losses due to the economic slowdown caused by COVID-19 restrictions. Credit provisions were recorded for loan loss for the residential real estate loans, obligations of states and political subdivisions, home equity loans and lines of credit and auto loans segments due to either decreased loan balances, changes in the loan mix within the pool, and/or decreased charge-off activity in those segments.

During the three months ended December 31, 2020, the Company recorded provision expense for the residential real estate loans, construction real estate loans, commercial real estate loans, commercial loans, construction loans and home equity loans and lines of credit segments, due to either increased loan balances, changes in the loan mix within the pool, and/or charge-off activity in those segments. Provision expense was also recorded for possible loan losses due to the economic slowdown caused by COVID-19 restrictions. Credit provisions were recorded for loan loss for the obligations of states and political subdivisions, auto loan and other loan segments due to either decreased loan balances, changes in the loan mix within the pool, and/or decreased charge-off activity in those segments.

The Company is closely monitoring all customer credit positions, particularly loans requesting payment relief. Such loans, as of December 31, 2021, amounted to approximately i 1.4% of total loans outstanding, including $ i 18.8 million in commercial real estate loans and $ i 369,000 in commercial loans. As the economic impact of the COVID-19 pandemic continues to evolve, our customers may experience decreased cash flows, which may correlate to an inability to make timely loan payments. This, in turn, may require increases in our allowance for loan losses and increases in the level of charge-offs in our loan portfolio.

The following table summarizes the primary segments of the ALL, segregated into two categories, the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of December 31, 2021 and September 30, 2021 (in thousands):

											Home
									Obligations of		Equity
									States and		Loans and
	Real Estate Loans						Commercial		Political		Lines of				Other
	Residential		Construction		Commercial		Loans		Subdivisions		Credit		Auto Loans		Loans		Unallocated		Total
Individually evaluated for impairment	$	i 16	$	-	$	i 13	$	i 472	$	-	$	-	$	i 3	$	-	$	-	$	i 504
Collectively evaluated for impairment		i 4,082		i 241		i 10,594		i 752		i 265		i 297		i 193		i 21		i 1,261		i 17,706
ALL balance at December 31, 2021	$	4,098	$	241	$	10,607	$	1,224	$	265	$	297	$	196	$	21	$	1,261	$	18,210
Individually evaluated for impairment	$	i 17	$	-	$	i 14	$	i 397	$	-	$	-	$	-	$	-	$	-	$	i 428
Collectively evaluated for impairment		i 4,097		i 187		i 10,456		i 644		i 393		i 318		i 232		i 21		i 1,337		i 17,685
ALL balance at September 30, 2021	$	4,114	$	187	$	10,470	$	1,041	$	393	$	318	$	232	$	21	$	1,337	$	18,113

The allowance for loan losses is based on estimates, and actual losses will vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date. Despite the above allocations, the allowance for loan losses is general in nature and is available to absorb losses from any loan segment.

There were i i no / new troubled debt restructurings granted for the three months ended December 31, 2021 and 2020.

For the three months ended December 31, 2021 and 2020, i i no / loans defaulted on a restructuring agreement within one year of modification.

The Company continues to closely monitor all customer credit positions, particularly loans requesting payment relief. As of December 31, 2021, i eight of our commercial clients had requested loan payment deferrals or payments of interest only on loans totaling $ i 19.2 million. In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings unless the borrower was previously experiencing financial difficulty. As the economic impact of the COVID-19 pandemic continues to evolve, our customers may experience decreased cash flows, which may correlate to an inability to make timely loan payments. This, in turn may require increases in our allowance for loan losses and increases in the level of chargeoffs in our loan portfolio.

There can be no assurance that our non-performing assets will not increase in the future due to the impact of COVID-19 or otherwise. We will continue to closely monitor credit risk and our exposure to increased loan losses resulting from the impact of COVID-19 on our commercial and consumer clients.

Deposits

Deposits consist of the following major classifications (in thousands):

	December 31, 2021		September 30, 2021
Non-interest bearing demand accounts	$	i 275,090	$	i 257,747
Interest bearing demand accounts		i 508,228		i 551,168
Money market accounts		i 458,741		i 428,272
Savings and club accounts		i 193,022		i 189,004
Certificates of deposit		i 199,653		i 209,924
Total	$	i 1,634,734	$	i 1,636,115

/ /

8.	Net Periodic Benefit Cost-Defined Benefit Plan

For a detailed disclosure on the Bank’s pension and employee benefits plans, please refer to Note 12 of the Company’s Consolidated Financial Statements for the year ended September 30, 2021 included in the Company’s Annual Report on Form 10-K.

The following table comprises the components of net periodic benefit cost for the three month periods ended December 31, 2021 and 2020 (in thousands):

	For the Three Months Ended December 31,
	2021			2020
Service Cost	$	-		$	-
Interest Cost		i 125			i 113
Expected return on plan assets		( i 333	)		( i 289	)
Partial settlement		i 138			-
Amortization of net loss from earlier periods		i 1			i 55
Net periodic benefit income	$	( i 69	)	$	( i 121	)

The Company’s board of directors adopted resolutions to freeze the status of the Defined Benefit Plan (“the plan”) effective February 28, 2017 (“the freeze date”). Accordingly, no additional participants will enter the plan after February 28, 2017; no additional years of service for benefit accrual purposes will be credited after the freeze date under the plan; and compensation earned by participants after the freeze date will not be taken into account under the plan.

/ i

9.	Equity Incentive Plan

The Company previously maintained the ESSA Bancorp, Inc. 2007 Equity Incentive Plan (the “Plan”). The Plan provided for a total of i 2,377,326 shares of common stock for issuance upon the grant or exercise of awards. Of the shares that were available under the Plan, i 1,698,090 were available to be issued in connection with the exercise of stock options and i 679,236 were available to be issued as restricted stock. The Plan allowed for the granting of non-qualified stock options (“NSOs”), incentive stock options (“ISOs”), and restricted stock. Options granted under the plan were granted at no less than the fair value of the Company’s common stock on the date of the grant. As of the effective date of the 2016 Equity Incentive Plan (detailed below), i no further grants will be made under the Plan and forfeitures of outstanding awards under the Plan will be added to the shares available under the 2016 Equity Incentive Plan.

The Company replaced the 2007 Equity Incentive Plan with the ESSA Bancorp, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) which was approved by shareholders on March 3, 2016. The 2016 Plan provides for a total of i 250,000 shares of common stock for issuance upon the grant or exercise of awards. The 2016 Plan allows for the granting of restricted stock, restricted stock units, ISOs and NSOs.

The Company classifies share-based compensation for employees and outside directors within “Compensation and employee benefits” in the Consolidated Statement of Operations to correspond with the same line item as compensation paid.

Restricted stock shares outstanding at December 31, 2021 vest over periods ranging from i 9 to i 45 months. The product of the number of shares granted and the grant date market price of the Company’s common stock determines the fair value of restricted shares under the Company’s restricted stock plan. The Company expenses the fair value of all share based compensation grants over the requisite service period.

For the three months ended December 31, 2021 and 2020, the Company recorded $ i 262,000 and $ i 232,000 of share-based compensation expense, respectively, comprised of restricted stock expense. Expected future compensation expense relating to the restricted shares outstanding at December 31, 2021 is $ i 876,000 over the remaining vesting period of i 3.75 years.

The following is a summary of the status of the Company’s restricted stock as of December 31, 2021, and changes therein during the three month period then ended:

	Number of Restricted Stock			Weighted- average Grant Date Fair Value
Nonvested at September 30, 2021		i 42,116		$	i 13.99
Granted		i 33,580			i 16.46
Vested		( i 625	)		i 15.39
Forfeited		( i 5,451	)		i 14.91
Nonvested at December 31, 2021		i 69,620		$	i 15.10

10.	Fair Value

The following disclosures show the hierarchal disclosure framework associated within the level of pricing observations utilized in measuring assets and liabilities at fair value. The definition of fair value maintains the exchange price notion in earlier definitions of fair value but focuses on the exit price of the asset or liability. The exit price is the price that would be received to sell the asset or paid to transfer the liability adjusted for certain inherent risks and restrictions. Expanded disclosures are also required about the use of fair value to measure assets and liabilities.

Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis

The following tables provide the fair value for assets and liabilities required to be measured and reported at fair value on a recurring basis on the Consolidated Balance Sheet as of December 31, 2021 and September 30, 2021 by level within the fair value hierarchy (in thousands).

Recurring Fair Value Measurements at Reporting Date

December 31, 2021

Assets

Level I

Level II

Level III

Total

Investment securities available for sale:

Mortgage backed securities

i 49,258

Obligations of states and political subdivisions

i 13,197

U.S. government treasury securities

i 30,000

Corporate obligations

i 58,086

i 10,937

i 69,023

Other debt securities

i 10,676

Total debt securities

i 161,217

i 10,937

i 172,154

Equity securities- financial services

i 33

Derivatives and hedging activities

i 5,030

Liabilities

Derivatives and hedging activities

i 1,875

September 30, 2021

Assets

Level I

Level II

Level III

Total

Investment securities available for sale:

Mortgage backed securities

i 55,068

Obligations of states and political subdivisions

i 13,246

U.S. government treasury securities

i 99,997

U.S. government agencies

i 2,002

Corporate obligations

i 47,505

i 11,112

i 58,617

Other debt securities

i 11,651

Total debt securities

i 229,469

i 11,112

i 240,581

Equity securities-financial services

i 32

Derivatives and hedging activities

i 2,554

Liabilities:

Derivatives and hedging activities

i 1,755

/ /

The following table presents a summary of changes in the fair value of the Company’s Level III investments for the three month periods ended December 31, 2021 and 2020 (in thousands).

	Fair Value Measurement Using Significant Unobservable Inputs (Level III)
	Three Months Ended
	December 31, 2021			December 31, 2020
Beginning balance	$	i 11,112		$	i 8,260
Purchases, sales, issuances, settlements, net		-			( i 3,000	)
Total unrealized (loss) gain:
Included in earnings		-			-
Included in other comprehensive (loss) income		( i 175	)		i 128
Transfers in and/or out of Level III		-			-
	$	i 10,937		$	i 5,388

Each financial asset and liability is identified as having been valued according to a specified level of input, 1, 2 or 3. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset, either directly or indirectly. Level 2 inputs include quoted prices for similar assets in active markets, and inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset.

The measurement of fair value should be consistent with one of the following valuation techniques: market approach, income approach, and/or cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). For example, valuation techniques consistent with the market approach often use market multiples derived from a set of comparable. Multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range the appropriate multiple falls requires judgment, considering factors specific to the measurement (qualitative and quantitative). Valuation techniques consistent with the market approach include matrix pricing. Matrix pricing is a mathematical technique used principally to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on a security’s relationship to other benchmark quoted securities. Most of the securities classified as available for sale 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 quoted market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Securities reported at fair value utilizing Level 1 inputs are limited to actively traded equity securities whose market price is readily available from the New York Stock Exchange or the NASDAQ exchange. A few securities are valued using Level 3 inputs, all of these are classified as available for sale and are reported at fair value using Level 3 inputs.

Assets and Liabilities Required to be Measured and Reported on a Non-Recurring Basis

The following tables provide the fair value for assets required to be measured and reported at fair value on a non recurring basis on the Consolidated Balance Sheet as of December 31, 2021 and September 30, 2021 by level within the fair value hierarchy:

Non-Recurring Fair Value Measurements at Reporting Date (in thousands)

December 31, 2021

Level I

Level II

Level III

Total

Foreclosed real estate

i 193

Impaired loans

i 14,341

September 30, 2021

Level I

Level II

Level III

Total

Foreclosed real estate

i 461

Impaired loans

i 15,122

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

	Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands)	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range
December 31, 2021
Impaired loans	$	i 14,341	Appraisal of collateral (1)	Appraisal adjustments (2)	0% to 50% (24.8%)
Foreclosed real estate owned		i 193	Appraisal of collateral (1)	Appraisal adjustments (2)	20% to 35% (24.7%)

	Quantitative Information about Level 3 Fair Value Measurements
(dollars in thousands)	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range
September 30, 2021
Impaired loans	$	i 15,122	Appraisal of collateral (1)	Appraisal adjustments (2)	0% to 50% (24.1%)
Foreclosed real estate owned		i 461	Appraisal of collateral (1)	Appraisal adjustments (2)	20% to 35% (20.1%)

(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.

(2)	Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

Foreclosed real estate is measured at fair value, less cost to sell at the date of foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value, less cost to sell. Income and expenses from operations and changes in valuation allowance are included in the net expenses from foreclosed real estate. Impaired loans are reported at fair value utilizing level three inputs. For these loans, a review of the collateral is conducted and an appropriate allowance for loan losses is allocated to the loan. At December 31, 2021, i 74 impaired loans with a carrying value of $ i 14.8 million were reduced by specific valuation allowance totaling $ i 504,000 resulting in a net fair value of $ i 14.3 million based on Level 3 inputs. At September 30, 2021, i 76 impaired loans with a carrying value of $ i 15.6 million were reduced by a specific valuation totaling $ i 428,000 resulting in a net fair value of $ i 15.1 million based on Level 3 inputs.

Assets and Liabilities not Required to be Measured and Reported at Fair Value

The following tables provide the carrying value and fair value for certain financial instruments that are not required to be measured or reported at fair value on the consolidated Balance Sheet at December 31, 2021 and September 30, 2021 by level within the fair value hierarchy:

December 31, 2021

(in thousands)

Carrying Value

Level I

Level II

Level III

Total Fair

Value

Financial assets:

Investment securities held to maturity

i 55,747

i 53,089

Loans receivable, net

i 1,339,301

i 1,344,491

Mortgage servicing rights

i 833

i 1,130

Financial liabilities:

Deposits

i 1,634,734

i 1,435,081

i 196,193

i 1,631,274

September 30, 2021

(in thousands)

Carrying Value

Level I

Level II

Level III

Total Fair

Value

Financial assets:

Investment securities held to maturity

i 21,483

i 21,249

Loans receivable, net

i 1,340,853

i 1,353,420

Mortgage servicing rights

i 763

i 998

Financial liabilities:

Deposits

i 1,636,115

i 1,426,191

i 209,660

i 1,635,851

11.	Accumulated Other Comprehensive Income (Loss)

The activity in accumulated other comprehensive income (loss) for the three month periods ended December 31, 2021 and 2020 is as follows (in thousands):

Accumulated Other

Comprehensive Income/(Loss)

Defined

Benefit

Pension Plan

Unrealized Gains

(Losses) on

Securities

Available for Sale

Derivatives

Total

Balance at September 30, 2021

( i 1,907

)

i 1,962

i 627

i 682

Other comprehensive income (loss) before

reclassifications

i 763

( i 843

)

i 1,690

i 1,610

Amounts reclassified from accumulated

other comprehensive income (loss)

i 110

i 187

i 297

Period change

i 873

( i 843

)

i 1,877

i 1,907

Balance at December 31, 2021

( i 1,034

)

i 1,119

i 2,504

i 2,589

Balance at September 30, 2020

( i 3,432

)

i 3,167

( i 3,791

)

( i 4,056

)

Other comprehensive income (loss) before

reclassifications

( i 178

)

i 410

i 232

Amounts reclassified from accumulated

other comprehensive income (loss)

i 527

Period change

( i 178

)

i 937

i 759

Balance at December 31, 2020

( i 3,432

)

i 2,989

( i 2,854

)

( i 3,297

)

/ /

The following table presents significant amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three month periods ended December 31, 2021 and 2020 (in thousands):

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
Details About Accumulated Other Comprehensive Income (Loss) Components	Accumulated Other Comprehensive Income (Loss) for the Three Months Ended December 31,						Affected Line Item in the Consolidated Statement of Operations
	2021			2020
Securities available for sale
Net securities gains reclassified into earnings	$	-		$	-		Gain on sale of investment securities available for sale, net
Related income tax expense		-			-		Income taxes
Net effect on accumulated other comprehensive income (loss) for the period		-			-
Defined benefit pension plan
Amortization of net gain and prior service costs		( i 139	)		-		Compensation and employee benefits
Related income tax expense		i 29			-		Income taxes
Net effect on accumulated other comprehensive income (loss) for the period		( i 110	)		-
Derivatives and hedging activities:
Interest expense, effective portion		( i 236	)		( i 667	)	Interest expense
Related income tax expense		i 49			i 140		Income taxes
Net effect on accumulated other comprehensive income (loss) for the period		( i 187	)		( i 527	)
Total reclassification for the period	$	( i 297	)	$	( i 527	)

12.	Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

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 assets and liabilities and through 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 receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings.

Fair Values of Derivative Instruments on the Consolidated Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of December 31, 2021 and September 30, 2021 (in thousands).

Fair Values of Derivative Instruments

Asset Derivatives

As of December 31, 2021

As of September 30, 2021

Hedged Item

Notional

Amount

Balance

Sheet

Location

Fair

Value

Notional

Amount

Balance

Sheet

Location

Fair

Value

Brokered Deposits

i 200,000

Other Assets

i 3,298

i 175,000

Other Assets

i 1,247

Commercial Loans

i 77,336

Other Assets

i 1,732

i 71,326

Other Assets

i 1,307

Total

i 277,336

i 5,030

i 246,326

i 2,554

Fair Values of Derivative Instruments

Liability Derivatives

As of December 31, 2021

As of September 30, 2021

Hedged Item

Notional

Amount

Balance

Sheet

Location

Fair

Value

Notional

Amount

Balance

Sheet

Location

Fair

Value

Brokered Deposits

i 25,000

Other Liabilities

i 129

i 60,000

Other Liabilities

i 452

Commercial Loans

i 109,791

Other Liabilities

i 1,746

i 103,831

Other Liabilities

i 1,303

Total

i 134,791

i 1,875

i 163,831

i 1,755

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments. As of December 31, 2021, the Company had i ten interest rate swaps with a notional principal amount of $ i 225.0 million associated with the Company’s cash outflows associated with various brokered certificates and $ i 187.1 million associated with associated with various commercial loans.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The Company did not recognize any hedge ineffectiveness in earnings during the periods ended December 31, 2021 and 2020.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives that will be reclassified to interest income/expense as interest payments are made/received on the Company’s variable-rate assets/liabilities. During the three months ended December 31, 2021 and 2020, the Company had $ i 236,000 and $ i 667,000 of losses respectively, which resulted in an increase to interest expense. During the next twelve months, the Company estimates that $ i 20,000 will be reclassified as an increase to interest expense.

The table below presents the effect of the Company’s cash flow hedge accounting on Accumulated Other Comprehensive Income (Loss) for the three month periods ended December 31, 2021 and 2020 (in thousands).

The Effect of Fair Value and Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)
Derivatives in Hedging Relationships	Loss Recognized in OCI on Derivative (Effective Portion) Three Months Ended December 31,				Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Loss Recognized in OCI on Derivative (Effective Portion) Three Months Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2021		2020			2021			2020
Interest Rate Products	$	i 2,375	$	i 1,181	Interest expense	$	( i 236	)	$	( i 667	)
Total	$	i 2,375	$	i 1,181		$	( i 236	)	$	( i 667	)

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default 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.

The Company also has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well / adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

As of December 31, 2021, the Company had i no derivatives in a net liability position and was not required to post collateral against its obligations under these agreements. As of September 30, 2021, the Company was required to post $ i 640,000 in collateral against its obligations under these agreements. If the Company had breached any of these provisions at December 31, 2021 and September 30, 2021, it could have been required to settle its obligations under the agreements at the termination value.

13.	Contingent Liabilities

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 results of operations.

The Bank was named as a defendant in an action commenced on December 8, 2016 by i one plaintiff who will also seek to pursue this action as a class action on behalf of the entire class of people similarly situated. The plaintiff alleges that a bank previously acquired by ESSA Bancorp received unearned fees and kickbacks in the process of making loans, in violation of the Real Estate Settlement Procedures Act. In an order dated January 29, 2018, the district court granted the Bank’s motion to dismiss the case. The plaintiff appealed the court’s ruling. In an opinion and order dated April 26, 2019, the appellate court reversed the district court’s order dismissing the plaintiff’s case against the Bank, and remanded the case back to the district court in order to continue the litigation. The litigation is now proceeding before the district court. On December 9, 2019, the court permitted an amendment to the complaint to add i two new plaintiffs to the case asserting similar claims. On May 21, 2020, the court granted the plaintiffs’ motion for class certification. In an order dated November 24, 2020, the court referred the case to a Magistrate Judge to assist in mediation efforts. The case was stayed while the parties explored the potential for a negotiated resolution. The parties engaged in mediation but did not resolve the matter. The parties are now in the discovery process. The Bank will continue to defend against plaintiffs’ allegations. To the extent that this matter could result in exposure to the Bank, the amount of such exposure is not currently estimable.

On May 29, 2020, the Bank was named as a defendant in a second action commenced by i three plaintiffs who will also seek to pursue this action as a class action on behalf of the entire class of people similarly situated. The plaintiffs allege that a bank previously acquired by ESSA Bancorp received unearned fees and kickbacks from a different title company than the one involved in the previously discussed litigation in the process of making loans. The original complaint alleged violations of the Real Estate Settlement Procedures Act, the Sherman Act, and the Racketeer Influenced and Corrupt Organizations Act (“RICO”). The plaintiffs filed an Amended Complaint on September 30, 2020 that dropped the RICO claim, but they are continuing to pursue the Real Estate Settlement Procedures Act and Sherman Act claims. The Bank moved to dismiss the Sherman Act claim on October 14, 2020, and that motion was denied on April 2, 2021. The parties are now in the discovery process. The Bank will continue to defend against plaintiffs’ allegations. To the extent that this matter could result in exposure to the Bank, the amount of such exposure is not currently estimable.

/ i

14.	Revenue Recognition

Management determined that the primary sources of revenue associated with financial instruments, including interest income on loans and investments, along with certain noninterest revenue sources including investment security gains, loan servicing charges, gains on the sale of loans, and earnings on bank owned life insurance are not within the scope of Topic 606.

Noninterest income within the scope of Topic 606 are as follows:

Trust and Investment Fees

Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are

recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customer’s accounts. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e. as incurred). Payment is received shortly after services are rendered.

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of account analysis fees (i.e. net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

Fees, Exchange, and Other Service Charges

Fees, interchange, and other service charges are primarily comprised of debit card income, ATM fees, cash management income, and other services charges. Debit card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks such as Mastercard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a company ATM. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Insurance Commissions

Insurance income primarily consists of commissions received on product sales. The Company acts as an intermediary between the Company’s customer and the insurance carrier. The Company’s performance obligation is generally satisfied upon the issuance of the policy. Shortly after the policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue.

15. Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. For the Company, Topic 842 primarily affects the accounting treatment for operating lease agreements in which the Company is the lessee.

Lessee Accounting

Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches, ATM locations, and office space with terms extending through i 2044. With the adoption of Topic 842, operating lease agreements are required to be recognized on the Consolidated Balance sheet as a right-of-use (“ROU”) asset and a corresponding lease liability.

The following table presents the Consolidated Balance Sheet classification of the Company’s ROU assets and lease liabilities. The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the Consolidated Balance sheet.

(in thousands)		December 31, 2021
Lease Right-of-Use Assets	Classification
Operating lease right-of-use assets	Other assets	$	i 6,698
Total Lease Right-Of-Use Assets		$	i 6,698

(in thousands)		December 31, 2021
Lease Liabilities	Classification
Operating lease Liabilities	Other liabilities	$	i 6,864
Total Lease Liabilities		$	i 6,864

(in thousands)		September 30, 2021
Lease Right-of-Use Assets	Classification
Operating lease right-of-use assets	Other assets	$	i 6,222
Total Lease Right-Of-Use Assets		$	i 6,222

(in thousands)		September 30, 2021
Lease Liabilities	Classification
Operating lease Liabilities	Other liabilities	$	i 6,370
Total Lease Liabilities		$	i 6,370

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to October 1, 2019, the rate for the remaining lease term as of October 1, 2019 was used.

	December 31, 2021
Weighted average remaining lease term
Operating leases	i 12.4 years
Weighted average discount rate
Operating leases		i 2.34	%

The following table represents lease costs and other lease information. As the Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities.

Lease Costs (in thousands)	Three Months Ended December 31, 2021
Operating lease cost	$	i 261
Variable lease cost		i 79
Net lease cost	$	i 340
Lease Costs (in thousands)	Three Months Ended December 31, 2020
Operating lease cost	$	i 263
Variable lease cost		i 64
Net lease cost	$	i 327

Future minimum payments for operating leases with initial or remaining terms of one year or more as of December 31, 2021 were as follows:

(in thousands)	Operating leases
Twelve months Ended:
December 31, 2022	$	i 871
December 31, 2023		i 1,310
December 31, 2024		i 622
December 31, 2025		i 510
December 31, 2026		i 472
Thereafter		i 4,618
Total future minimum lease payments		i 8,403
Amounts representing interest		i 1,539
Present Value of Net Future Minimum Lease Payments	$	i 6,864

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include:

•

statements of our goals, intentions and expectations;

•

statements regarding our business plans and prospects and growth and operating strategies;

•

statements regarding the asset quality of our loan and investment portfolios; and

•

estimates of our risks and future costs and benefits.

By identifying these forward-looking statements for you in this manner, we are alerting you to the possibility that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Important factors that could cause our actual results and financial condition to differ from those indicated in the forward-looking statements include, among others, those discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K and Part II, Item 1A of this and any previous Quarterly Report on Form 10-Q filed since our most recent Annual Report on Form 10-K, as well as the following factors:

•

significantly increased competition among depository and other financial institutions;

•

inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

•

general economic conditions, either nationally or in our market areas, that are worse than expected;

•

adverse changes in the securities markets;

•

legislative or regulatory changes that adversely affect our business;

•

our ability to enter new markets successfully and take advantage of growth opportunities, and the possible short-term dilutive effect of potential acquisitions or de novo branches, if any;

•

changes in consumer spending, borrowing and savings habits;

•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies and the FASB; and

•

changes in our organization, compensation and benefit plans.

Further, the COVID-19 pandemic has caused local and national economic disruption and has had and may continue to have an impact on the Company’s operations and financial results. Given its ongoing and dynamic nature, it is difficult to predict what effects the pandemic will have on our business and results of operations in the future. The pandemic and related local and national economic disruption may, among other effects, result in a decline in demand for our products and services; increased levels of loan delinquencies, problem assets and foreclosures; branch closures, work stoppages and unavailability of personnel; and increased cybersecurity risks, as employees increasingly work remotely.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Comparison of Financial Condition at December 31, 2021 and September 30, 2021

Total Assets. Total assets increased by $6.9 million, or 0.4%, to $1.87 billion at December 31, 2021 from $1.86 billion at September 30, 2021 due primarily to increases in cash and due from banks and investments securities held to maturity partially offset by decreases in investment securities available for sale and loans receivable. At the onset of the pandemic, the Company moved quickly to build its liquidity as an offset to the economic uncertainty caused by the resulting economic slowdown. The Company has and will continue to maintain a strong liquidity position against the changing economic forecasts through daily monitoring.

Total Cash and Cash Equivalents. Total cash and cash equivalents increased $39.5 million, or 24.8%, to $198.4 million at December 31, 2021 from $158.9 million at September 30, 2021. Decreases in investment and loan balances outstanding accounted for the majority of the increase. The Company built the majority of its cash position in the fiscal second quarter of 2020 and has maintained that position through the first quarter of fiscal 2022 to remain prepared for ongoing economic uncertainties.

Net Loans. Net loans decreased $1.6 million, or 0.1%, to $1.34 billion at December 31, 2021. During this period, residential loans decreased $21,000 to $580.3 million, construction loans increased $4.0 million to $18.0 million, commercial real estate loans increased $24.5 million to $615.6 million, commercial loans decreased $7.0 million to $56.5 million partially due to the repayment and forgiveness of $9.4 million in PPP loans carried in the commercial loan portfolio, obligations of states and political subdivisions decreased $18.4 million to $37.8 million, home equity loans and lines of credit decreased $1.0 million to $37.4 million, auto loans decreased $3.5 million to $10.3 million reflecting expected runoff of the portfolio following the Company’s previously announced discontinuation of indirect auto lending in July 2018, and other loans decreased $48,000 to $1.5 million. The Company sold $12.8 million in residential mortgage loans to the Federal Home Loan Bank of Pittsburgh during the three month period ended December 31, 2021, recording gains on the sale of these loans in noninterest income.

Investment Securities Available for Sale. Investment securities available for sale decreased $68.4 million, or 28.4%, to $172.2 million at December 31, 2021 from $240.6 million at September 30, 2021 due primarily to the maturity of securities in the portfolio. The Company has continued to maintain a liquid position in cash and cash equivalents and has limited its investment purchases.

Investment Securities Held to Maturity. Investment securities held to maturity increased to $55.7 million at December 31, 2021 from $21.5 million at September 30, 2021. The Company carries some investment as held to maturity to manage fluctuations in comprehensive loss caused by interest rate changes.

Deposits. Deposits decreased $1.4 million, or 0.1%, to $1.63 billion at December 31, 2021 from $1.64 billion at September 30, 2021. Decreases in interest bearing demand accounts of $42.9 million and certificates of deposit of $10.3 million were offset in part by increases in money market accounts of $30.5 million, savings and club accounts of $4.0 million and non-interest bearing demand accounts of $17.3 million. The overall decrease in certificates of deposit reflected a decrease in brokered certificates of $15.0 million.

Stockholders’ Equity. Stockholders’ equity increased by $5.8 million, or 2.9%, to $207.6 million at December 31, 2021 from $201.8 million at September 30, 2021. The increase in stockholders’ equity was primarily due to net income of $4.6 million and other comprehensive income of $1.9 million which was partially offset by regular cash dividends of $0.12 per share, which reduced stockholders’ equity by $1.2 million.

Average Balance Sheets for the Three Months Ended December 31, 2021 and 2020

The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances, the yields set forth below include the effect of deferred fees and discounts and premiums that are amortized or accreted to interest income.

	For the Three Months Ended December 31,
	2021									2020
	Average Balance			Interest Income/ Expense			Yield/Cost			Average Balance			Interest Income/ Expense			Yield/Cost
	(dollars in thousands)
Interest-earning assets:
Loans⁽¹⁾	$	1,363,548		$	13,259			3.87	%	$	1,419,348		$	13,760			3.86	%
Investment Securities
Taxable⁽²⁾		130,338			597			1.82	%		94,568			632			2.66	%
Exempt from federal income tax⁽²⁾⁽³⁾		3,956			19			2.42	%		8,474			40			2.38	%
Total investment securities		134,294			616			1.84	%		103,042			672			2.64	%
Mortgage-backed securities		103,046			414			1.60	%		100,070			365			1.45	%
Federal Home Loan Bank stock		4,707			54			4.56	%		5,428			77			5.64	%
Other		172,678			65			0.15	%		178,228			38			0.08	%
Total interest-earning assets		1,778,273			14,408						1,806,116			14,912
Allowance for loan losses		(18,162	)					3.22	%		(15,678	)					3.29	%
Noninterest-earning assets		111,107									118,985
Total assets	$	1,871,218								$	1,909,423
Interest-bearing liabilities:
NOW accounts	$	305,440		$	36			0.05	%	$	261,026		$	97			0.15	%
Money market accounts		449,909			141			0.12	%		412,381			201			0.19	%
Savings and club accounts		192,111			25			0.05	%		163,805			22			0.05	%
Certificates of deposit		422,867			644			0.61	%		536,021			1,452			1.08	%
Borrowed funds		—			—			—			64,471			228			1.41	%
Total interest-bearing liabilities		1,370,327			846			0.24	%		1,437,704			2,000			0.55	%
Non-interest-bearing NOW accounts		270,111									247,345
Non-interest-bearing liabilities		25,252									30,269
Total liabilities		1,665,690									1,715,318
Equity		205,528									194,105
Total liabilities and equity	$	1,871,218								$	1,909,423
Net interest income				$	13,562								$	12,912
Interest rate spread								2.98	%								2.74	%
Net interest-earning assets	$	407,946								$	368,412
Net interest margin⁽⁴⁾								3.03	%								2.84	%
Average interest-earning assets to average interest-bearing liabilities					129.77	%								125.63	%

_____________________

(1)	Non-accruing loans are included in the outstanding loan balances.

(2)	Available for sale securities are reported at fair value.

(3)	Yields on tax exempt securities have been calculated on a fully tax equivalent basis assuming a tax rate of 21.00% for the three months ended December 31, 2021 and 2020.

(4)	Represents the difference between interest earned and interest paid, divided by average total interest earning assets.

Comparison of Operating Results for the Three Months Ended December 31, 2021 and December 31, 2020

Net Income. Net income increased $478,000, or 11.6%, to $4.6 million for the three months ended December 31, 2021 compared to net income of $4.1 million for the comparable period in 2020. The increase was primarily due to an increase in net interest income and a decline in the provision for loan losses partially offset by increases in non-interest expense and the income tax provision and a decrease in non-interest income.

Net Interest Income. Net interest income increased $650,000, or 5.0%, to $13.6 million for the three months ended December 31, 2021 compared to $12.9 million for the comparable period in 2020.

Interest Income. Total interest income was $14.4 million for the three months ended December 31, 2021 compared with $14.9 million for the three months ended December 31, 2020 reflecting a decline in interest rates and a decrease in the total yield on average interest earning assets from 3.29% for the quarter ended December 31, 2020 to 3.22% for the quarter ended December 31, 2021. A decline of $27.8 million in average interest earning assets also contributed to the decline in interest income.

Interest Expense. Interest expense was $846,000 for the quarter ended December 31, 2021 compared to $2.0 million for the same period in 2020. The cost of interest-bearing liabilities declined to 0.24% in the quarter ended December 31, 2021 from 0.55% a year earlier, reflecting lower interest rates, timely repricing of deposits and roll-off of higher-cost borrowings. Average interest-bearing liabilities decreased $67.4 million year-over-year.

Provision for Loan Losses. In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect a borrower’s ability to repay, the estimated value of any underlying collateral, peer group information and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are subject to interpretation and revision as more information becomes available or as future events occur. After an evaluation of these factors, management made no provision for loan losses for the three month period ended December 31, 2021 compared to $900,000 for the three month period ended December 31, 2020. The allowance for loan losses was $18.2 million, or 1.34% of loans outstanding, at December 31, 2021, compared to $18.1 million, or 1.33% of loans outstanding, at September 30, 2021. As the economic impact of the COVID-19 pandemic continues to evolve, our customers may experience decreased cash flows, which may correlate to an inability to make timely loan payments. This, in turn may require increases in our allowance for loan losses and increases in the level of charge-offs in our loan portfolio.

Non-interest Income. Noninterest income decreased 25.7% to $2.3 million for the three months ended December 31, 2021, compared with $3.1 million for the three months ended December 31, 2020. Decreases in loan swap fees of $64,000, earnings on bank-owned life insurance of $150,000, other income of $48,000 and gains on sales of residential mortgages of $599,000 were partially offset by an increase in trust and investment fees of $95,000 in the quarter ended December 31, 2021 compared with the comparable period in 2020.

Non-interest Expense. Noninterest expense increased $126,000 or 1.2% to $10.3 million for the three months ended December 31, 2021 compared with $10.2 million for the comparable period a year earlier primarily reflecting increases in professional fees of $162,000, occupancy and equipment of $27,000, data processing of $98,000 and other expenses of $31,000 which were partially offset by decreases in Federal Deposit Insurance Corporation premiums of $109,000, compensation and employee benefits of $62,000 and gains on foreclosed real estate of $12,000.

Income Taxes. Income tax expense increased $139,000 to $973,000 for the three months ended December 31, 2021 from $834,000 for the comparable 2020 period. The effective tax rate for the three months ended December 31, 2021 was 17.4% compared to 16.8% for the 2020 period.

The following table provides information with respect to the Bank’s non-performing assets at the dates indicated (dollars in thousands).

	December 31, 2021			September 30, 2021
Non-performing assets:
Non-accruing loans	$	18,921		$	15,864
Non-accruing purchased credit impaired loans		3			3
Total non-performing loans		18,924			15,867
Foreclosed real estate		193			461
Total non-performing assets	$	19,117		$	16,328
Ratio of non-performing loans to total loans		1.39	%		1.17	%
Ratio of non-performing loans to total assets		1.01	%		0.85	%
Ratio of non-performing assets to total assets		1.02	%		0.88	%
Ratio of allowance for loan losses to total loans		1.34	%		1.33	%

Loans are reviewed on a regular basis and are placed on non-accrual status when they become 90 days delinquent. When loans are placed on non-accrual status, unpaid accrued interest is fully reserved, and further income is recognized only to the extent received. Non-performing assets increased $2.8 million from September 30, 2021 to December 31, 2021. The primary reason for the increase in nonperforming assets at December 31, 2021 as compared to September 30, 2021 was the addition of one non-performing commercial loan relationship of $3.9 million. Also included in non-performing assets are two nonperforming commercial real estate loans totaling $8.8 million. These loans are well collateralized and carry personal guarantees. The number of nonperforming residential loans was 31 at December 31, 2021 compared to 38 at September 30, 2021. The $18.9 million of non-accruing loans at December 31, 2021 included 31 residential loans with an aggregate outstanding balance of $2.3 million, 20 commercial and commercial real estate loans with aggregate outstanding balances of $16.2 million and 27 consumer loans with aggregate balances of $489,000. Within the residential loan balance were $788,000 of loans past due less than 90 days. In the quarter ended December 31, 2021, the Company identified eight residential loans which, although paying as agreed, have a high probability of default. Foreclosed real estate decreased $268,000 to $193,000 at December 31, 2021. Foreclosed real estate consists of five residential properties and one commercial property.

At December 31, 2021, the principal balance of troubled debt restructures (“TDRs”) was $9.5 million compared to $9.7 million at September 30, 2021. All of the $9.5 million of troubled debt restructures at December 31, 2021 are non-accrual loans.

As of December 31, 2021, TDRs were comprised of nine residential loans totaling $1.1 million, seven commercial and commercial real estate loans totaling $8.3 million and four consumer loans (home equity loans, home equity lines and credit, indirect auto and other loans) totaling $53,000.

For the three month period ended December 31, 2021, two loans were removed due to completion of one year of consecutive on time payments.

The Company continues to closely monitor all customer credit positions, particularly loans requesting payment relief. As of December 31, 2021, approximately eight of our commercial clients had requested loan payment deferrals or payments of interest only on loans totaling $19.2 million. In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered TDRs unless the borrower was previously experiencing financial difficulty. As the economic impact of the COVID-19 pandemic continues to evolve, our customers may experience decreased cash flows, which may correlate to an inability to make timely loan payments. This, in turn may require increases in our allowance for loan losses and increases in the level of chargeoffs in our loan portfolio.

Liquidity and Capital Resources

We maintain liquid assets at levels we consider adequate to meet both our short-term and long-term liquidity needs. We adjust our liquidity levels to fund deposit outflows, repay our borrowings and to fund loan commitments. We also adjust liquidity as appropriate to meet asset and liability management objectives.

Our primary sources of liquidity are deposits, prepayment and repayment of loans and mortgage-backed securities, maturities of investment securities and other short-term investments, and earnings and funds provided from operations, as well as access to FHLB advances and other borrowing sources. While scheduled principal repayments on loans and mortgage-backed securities are a relatively

predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competition. We set the interest rates on our deposits to maintain a desired level of total deposits.

A portion of our liquidity consists of cash and cash equivalents and borrowings, which are a product of our operating, investing and financing activities. At December 31, 2021, $198.4 million of our assets were invested in cash and cash equivalents. Our primary sources of cash are principal repayments on loans, proceeds from the maturities of investment securities, principal repayments of mortgage-backed securities and increases in deposit accounts and borrowings. As of December 31, 2021, we had no borrowings outstanding from the Pittsburgh FHLB. We have access to total FHLB advances of up to approximately $723.4 million.

At December 31, 2021, we had $352.8 million in loan commitments outstanding, which included, in part, $165.3 million in undisbursed construction loans and land development loans, $51.3 million in unused home equity lines of credit, $103.3 million in commercial lines of credit and commitments to originate commercial loans, $16.9 million in performance standby letters of credit and $16.0 million in other unused commitments which are primarily to originate residential mortgage loans and multifamily loans. Certificates of deposit due within one year of December 31, 2021 totaled $145.3 million, or 72.8% of certificates of deposit. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before December 31, 2022. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

As reported in the Consolidated Statements of Cash Flow, our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was $3.6 million and $3.9 million for the three months ended December 31, 2021 and 2020, respectively. These amounts differ from our net income because of a variety of cash receipts and disbursements that did not affect net income for the respective periods. Net cash provided by investing activities was $34.6 million and $83.5 million for the three months ended December 31, 2021 and 2020, respectively, principally reflecting our loan and investment security activities. Deposit and borrowing cash flows have comprised most of our financing activities, which resulted in net cash provided by (used for), of $1.3 million and $(26.1) million for the three months ended December 31, 2021 and 2020, respectively.

Critical Accounting Policies

We consider accounting policies that require management to exercise significant judgment or discretion or make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. We consider the following to be our critical accounting policies:

Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses which is charged against income. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical. The methodology for determining the allowance for loan losses is considered a critical accounting policy by management due to the high degree of judgment involved, the subjectivity of the assumptions utilized and the potential for changes in the economic environment that could result in changes to the amount of the recorded allowance for loan losses.

As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans and discounted cash flow valuations of properties are critical in determining the amount of the allowance required for specific loans. Assumptions for appraisals and discounted cash flow valuations are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals and discounted cash flow valuations are carefully reviewed by management to determine that the resulting values reasonably reflect amounts realizable on the related loans.

Management performs a quarterly evaluation of the adequacy of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal and external loan reviews and other relevant factors. This evaluation is inherently subjective, as it requires material estimates that may be susceptible to significant revision based on changes in economic and real estate market conditions.

The analysis of the allowance for loan losses has two components: specific and general allocations. Specific allocations are made for loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment

history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allocations. Actual loan losses may be significantly more than the allowance for loan losses we have established which could have a material negative effect on our financial results.

Goodwill and Intangible Assets. Goodwill is not amortized, but it is tested at least annually for impairment in the fourth quarter, or more frequently if indicators of impairment are present. If the estimated current fair value of a reporting unit exceeds its carrying value, no additional testing is required and an impairment loss is not recorded. The Company uses market capitalization and multiples of tangible book value methods to determine the estimated current fair value of its reporting unit. Based on this analysis, no impairment was recorded in 2021 or 2020.

The other intangibles assets are assigned useful lives, which are amortized on an accelerated basis over their weighted-average lives. The Company periodically reviews the intangible assets for impairment as events or changes in circumstances indicate that the carrying amount of such asset may not be recoverable. Based on these reviews, no impairment was recorded in 2021 or 2020.

Derivative Instruments and Hedging Activities. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

Fair Value Measurements. We group our 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 I – Valuation is based upon quoted prices for identical instruments traded in active markets.

•

Level II – 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 III – 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.

We base our 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 our 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 in generally accepted accounting principles.

Fair value measurements for most of our assets are obtained from independent pricing services that we have engaged for this purpose. When available, we, or our 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. Subsequently, all of our financial instruments use either of the foregoing methodologies to determine fair value adjustments recorded to our financial statements. In certain cases, however, when market observable inputs for model-based valuation techniques may not be readily available, we are required to make judgments about assumptions market participants would use in estimating the fair value of financial instruments. The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in the market conditions may reduce the availability of quoted prices or observable data. When market data is not available, we use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement. 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, that could significantly affect the results of current or future valuations.

Other-than-Temporary Investment Security Impairment. Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other-than-temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

Deferred Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. We consider the determination of this valuation allowance to be a critical accounting policy because of the need to exercise significant judgment in evaluating the amount and timing of recognition of deferred tax liabilities and assets, including projections of future taxable income. These judgments and estimates are reviewed on a continual basis as regulatory and business factors change. A valuation allowance for deferred tax assets may be required if the amount of taxes recoverable through loss carryback declines, or if we project lower levels of future taxable income. Such a valuation allowance would be established through a charge to income tax expense that would adversely affect our operating results.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements (as such term is defined in applicable Securities and Exchange Commission rules) that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits and borrowings. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has approved guidelines for managing the interest rate risk inherent in our assets and liabilities, given our business strategy, operating environment, capital, liquidity and performance objectives. Senior management monitors the level of interest rate risk on a regular basis and the asset/liability committee meets quarterly to review our asset/liability policies and interest rate risk position.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. The net proceeds from the Company’s stock offering increased our capital and provided management with greater flexibility to manage our interest rate risk. In particular, management used the majority of the capital we received to increase our interest-earning assets. There have been no material changes in our interest rate risk since September 30, 2021.

Item 4.

Controls and Procedures

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

There were no changes made in the Company’s internal controls over financial reporting (as defined by Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) or in other factors that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q.

Part II – Other Information

Item 1.

Legal Proceedings

The Bank was named as a defendant in an action commenced on December 8, 2016 by one plaintiff who will also seek to pursue this action as a class action on behalf of the entire class of people similarly situated. The plaintiff alleges that a bank previously acquired by ESSA Bancorp received unearned fees and kickbacks in the process of making loans, in violation of the Real Estate Settlement Procedures Act. In an order dated January 29, 2018, the district court granted the Bank’s motion to dismiss the case. The plaintiff appealed the court’s ruling. In an opinion and order dated April 26, 2019, the appellate court reversed the district court’s order dismissing the plaintiff’s case against the Bank, and remanded the case back to the district court in order to continue the litigation. The litigation is now proceeding before the district court. On December 9, 2019, the court permitted an amendment to the complaint to add two new plaintiffs to the case asserting similar claims. On May 21, 2020, the court granted the plaintiffs’ motion for class certification. In an order dated November 24, 2020, the court referred the case to a Magistrate Judge to assist in mediation efforts. The case was stayed while the parties explored the potential for a negotiated resolution. The parties engaged in mediation but did not resolve the matter. The parties are now in the discovery process. The Bank will continue to defend against plaintiffs’ allegations. To the extent that this matter could result in exposure to the Bank, the amount of such exposure is not currently estimable.

On May 29, 2020, the Bank was named as a defendant in a second action commenced by three plaintiffs who will also seek to pursue this action as a class action on behalf of the entire class of people similarly situated. The plaintiffs allege that a bank previously acquired by ESSA Bancorp received unearned fees and kickbacks from a different title company than the one involved in the previously discussed litigation in the process of making loans. The original complaint alleged violations of the Real Estate Settlement Procedures Act, the Sherman Act, and the Racketeer Influenced and Corrupt Organizations Act (“RICO”). The plaintiffs filed an Amended Complaint on September 30, 2020 that dropped the RICO claim, but they are continuing to pursue the Real Estate Settlement Procedures Act and Sherman Act claims. The Bank moved to dismiss the Sherman Act claim on October 14, 2020, and that motion was denied on April 2, 2021. The parties are now in the discovery process. The Bank will continue to defend against plaintiffs’ allegations. To the extent that this matter could result in exposure to the Bank, the amount of such exposure is not currently estimable.

Item 1A.Risk Factors

There have been no material changes in the “Risk Factors” as disclosed in the Company’s response to Item 1A in Part 1 of its Annual Report on Form 10-K for the year ended September 30, 2021, filed on December 14, 2021.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Not applicable.

Item 6.

Exhibits

The following exhibits are either filed as part of this Report or are incorporated herein by reference:

3.1	Articles of Incorporation of ESSA Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 of ESSA Bancorp, Inc. (file no. 333-139157), originally filed with the Securities and Exchange Commission on December 7, 2006)

3.2	Bylaws of ESSA Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 of ESSA Bancorp, Inc. (file no. 333-139157), originally filed with the Securities and Exchange Commission on December 7, 2006)

4	Form of Common Stock Certificate of ESSA Bancorp, Inc. (incorporated by reference to the Registration Statement on Form S-1 of ESSA Bancorp, Inc. (file no. 333-139157), originally filed with the Securities and Exchange Commission on December 7, 2006)

10.1	Amended and Restated Employment Agreement between ESSA Bank & Trust, ESSA Bancorp, Inc. and Allan Muto (incorporated by reference to the Current Report on Form 8-K of ESSA Bancorp, Inc. (file no. 001-33384), originally filed with the Securities and Exchange Commission on January 5, 2022)

10.2	Amended and Restated Employment Agreement between ESSA Bank & Trust, ESSA Bancorp, Inc. and Charles Hangen (incorporated by reference to the Current Report on Form 8-K of ESSA Bancorp, Inc. (file no. 001-33384), originally filed with the Securities and Exchange Commission on January 5, 2022)

10.3	Amended and Restated Employment Agreement between ESSA Bank & Trust, ESSA Bancorp, Inc. and Peter Gray (incorporated by reference to the Current Report on Form 8-K of ESSA Bancorp, Inc. (file no. 001-33384), originally filed with the Securities and Exchange Commission on January 5, 2022)

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101	Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Condition; (ii) the Consolidated Statement of Income; (iii) the Consolidated Statement of Changes in Stockholder Equity; (iv) the Consolidated Statement of Cash Flows; and (v) the Notes to Consolidated Financial Statements.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ESSA BANCORP, INC.

Date: February 14, 2022	/s/ *Gary S. Olson*
	Gary S. Olson
	President and Chief Executive Officer

Date: February 14, 2022	/s/ *Allan A. Muto*
	Allan A. Muto
	Executive Vice President and Chief Financial Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	12/31/26
	12/31/25
	12/31/24
	12/31/23
	12/15/23
	12/31/22
	12/15/22
	9/30/22
Filed on:	2/14/22
	2/11/22
For Period end:	12/31/21	11-K
	12/15/21
	12/14/21	10-K
	9/30/21	10-K, 4
	4/2/21
	12/31/20	10-Q, 11-K
	12/15/20
	11/24/20
	10/14/20
	9/30/20	10-K, 4
	5/29/20
	5/21/20	8-K
	3/12/20
	12/15/19
	12/9/19
	10/1/19
	4/26/19
	12/15/18
	1/29/18	4
	2/28/17
	12/8/16	4
	3/3/16	8-K, DEF 14A
		List all Filings

2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/05/22  ESSA Bancorp, Inc.                8-K:5,9     1/03/22   13:491K                                   Luse Gorman, PC/FA
12/07/06  ESSA Bancorp, Inc.                S-1                   24:3.9M                                   Donnelley … Solutions/FA

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Filing Submission 0001564590-22-004939 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

ESSA Bancorp, Inc. – ‘10-Q’ for 12/31/21

On: Monday, 2/14/22, at 3:34pm ET · For: 12/31/21 · Accession #: 1564590-22-4939 · File #: 1-33384

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