株探米国株
英語
エドガーで原本を確認する
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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

OR

☐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. 001-40255

WILLIAM PENN BANCORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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​

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Maryland

85-3898797

(Statement or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

10 Canal Street, Suite 104, Bristol, Pennsylvania

19007

(Address of Principal Executive Offices)

(Zip Code)

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(267) 540-8500

(Registrant’s telephone number, including area code)

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

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Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

WMPN

The Nasdaq Stock Market LLC

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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 filing requirements for the past 90 days.   Yes  ☒    No  ☐

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

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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 filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer

☐

Accelerated filer

☐

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Non-accelerated filer

☒  

Smaller reporting company

☒

Emerging growth company

☒

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

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

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The number of shares outstanding of the issuer’s common stock, as of February 6, 2025: 9,208,217 shares.

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Table of Contents

WILLIAM PENN BANCORPORATION

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TABLE OF CONTENTS

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Page

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Part I

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Financial Information

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Item 1.

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Financial Statements (Unaudited)

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Consolidated Statements of Financial Condition as of December 31, 2024 and June 30, 2024

3

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Consolidated Statements of Income for the Three and Six Months Ended December 31, 2024 and 2023

4

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Consolidated Statements of Comprehensive (Loss) Income for the Three and Six Months Ended December 31, 2024 and 2023

5

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Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended December 31, 2024 and 2023

6

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Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2024 and 2023

7

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Notes to Consolidated Financial Statements

8

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Item 2.

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

33

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Item 3.

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Quantitative and Qualitative Disclosures about Market Risk

46

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Item 4.

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Controls and Procedures

48

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Part II

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Other Information

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Item 1.

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Legal Proceedings

48

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Item 1A.

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Risk Factors

48

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Item 2.

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Unregistered Sales of Equity Securities and Use of Proceeds

51

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Item 3.

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Defaults Upon Senior Securities

52

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Item 4.

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Mine Safety Disclosures

52

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Item 5.

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Other Information

52

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Item 6.

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Exhibits

52

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Signatures

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2

Table of Contents

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PART I —FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

WILLIAM PENN BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

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

As of December 31, 2024 and June 30, 2024 (unaudited)

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December 31, 

    

June 30, 

​

​

2024

    

2024

​

​

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ASSETS

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Cash and due from banks

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$

4,730

​

$

6,539

Interest bearing deposits with other banks

​

 

11,290

​

 

12,070

Federal funds sold

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—

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1,589

Total cash and cash equivalents

​

 

16,020

​

 

20,198

Interest-bearing time deposits

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100

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100

Securities available for sale, at fair value

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145,089

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150,755

Securities held to maturity, net of allowance for credit losses of $0 as of December 31, 2024 and June 30, 2024 (fair value of $68,316 and $76,827 as of December 31, 2024 and June 30, 2024, respectively)

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85,098

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93,056

Equity securities

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2,297

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​

2,016

Loans receivable, net of allowance for credit losses of $2,598 and $2,989 as of December 31, 2024 and June 30, 2024, respectively

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467,510

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470,572

Premises and equipment, net

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6,877

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7,186

Regulatory stock, at cost

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2,311

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3,062

Deferred income taxes

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9,171

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9,586

Bank-owned life insurance

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42,481

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41,819

Goodwill

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4,858

​

 

4,858

Intangible assets

​

 

289

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356

Operating lease right-of-use assets

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​

9,763

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​

8,300

Accrued interest receivable and other assets

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4,564

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6,883

TOTAL ASSETS

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$

796,428

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$

818,747

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LIABILITIES AND STOCKHOLDERS' EQUITY

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LIABILITIES

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Deposits

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$

627,436

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$

629,810

Advances from Federal Home Loan Bank

​

 

28,000

​

 

48,000

Advances from borrowers for taxes and insurance

​

 

2,223

​

 

2,891

Operating lease liabilities

​

​

10,062

​

​

8,553

Accrued interest payable and other liabilities

​

 

4,506

​

 

4,892

TOTAL LIABILITIES

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672,227

​

 

694,146

Commitments and contingencies (note 12)

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—

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—

STOCKHOLDERS' EQUITY

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Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued

​

 

—

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—

Common stock, $0.01 par value, 150,000,000 shares authorized; 9,208,217 shares issued and outstanding at December 31, 2024 and 9,343,900 shares issued and outstanding at June 30, 2024

​

 

92

​

 

93

Additional paid-in capital

​

 

97,135

​

 

97,723

Unearned common stock held by employee stock ownership plan

​

​

(8,586)

​

​

(8,789)

Retained earnings

​

 

56,070

​

 

57,587

Accumulated other comprehensive loss

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(20,510)

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(22,013)

TOTAL STOCKHOLDERS' EQUITY

​

 

124,201

​

 

124,601

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

​

$

796,428

​

$

818,747

​

See accompanying notes to consolidated financial statements

​

3

Table of Contents

​

WILLIAM PENN BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

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

For the Three and Six Months Ended December 31, 2024 and 2023 (unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended December 31, 

    

Six Months Ended December 31, 

​

​

2024

​

2023

​

2024

​

2023

​

​

​

​

​

​

​

​

​

INTEREST INCOME

​

​

​

​

​

​

​

​

​

​

​

​

Loans receivable, including fees

​

$

6,250

​

$

6,194

​

$

12,778

​

$

12,333

Securities

​

 

1,504

​

 

1,700

​

 

3,053

​

 

3,411

Other

​

 

140

​

 

169

​

 

311

​

 

330

Total interest income

​

 

7,894

​

 

8,063

​

 

16,142

​

 

16,074

INTEREST EXPENSE

​

 

  

​

 

  

​

 

  

​

 

  

Deposits

​

 

3,502

​

 

3,220

​

 

6,993

​

 

5,950

Borrowings

​

 

336

​

 

632

​

 

952

​

 

1,169

Total interest expense

​

 

3,838

​

 

3,852

​

 

7,945

​

 

7,119

​

​

​

​

​

​

​

​

​

​

​

​

​

Net interest income

​

 

4,056

​

 

4,211

​

 

8,197

​

 

8,955

​

​

​

​

​

​

​

​

​

​

​

​

​

Provision (recovery) for credit losses

​

 

14

​

 

25

​

 

(381)

​

 

30

​

​

 

  

​

 

  

​

 

  

​

 

  

NET INTEREST INCOME AFTER PROVISION (RECOVERY) FOR CREDIT LOSSES

​

 

4,042

​

 

4,186

​

 

8,578

​

 

8,925

OTHER INCOME

​

 

  

​

 

  

​

 

  

​

 

  

Service fees

​

 

221

​

 

225

​

 

432

​

 

440

Net gain on sale of securities

​

 

—

​

 

85

​

 

—

​

 

85

Earnings on bank-owned life insurance

​

 

333

​

 

309

​

 

662

​

 

603

Net gain on disposition of premises and equipment

​

​

211

​

​

—

​

​

211

​

​

—

Unrealized gain on equity securities

​

 

202

​

 

148

​

 

281

​

 

221

Other

​

 

8

​

 

61

​

 

39

​

 

129

Total other income

​

 

975

​

 

828

​

 

1,625

​

 

1,478

OTHER EXPENSES

​

 

  

​

 

  

​

 

  

​

 

  

Salaries and employee benefits

​

 

3,223

​

 

2,861

​

 

6,182

​

 

5,796

Occupancy and equipment

​

 

713

​

 

728

​

 

1,419

​

 

1,488

Data processing

​

 

519

​

 

504

​

 

1,025

​

 

998

Professional fees

​

 

193

​

 

192

​

 

416

​

 

402

Amortization of intangible assets

​

 

34

​

 

41

​

 

67

​

 

82

Merger related expenses

​

​

731

​

​

—

​

​

836

​

​

—

Other

​

 

769

​

 

745

​

 

1,560

​

 

1,530

Total other expense

​

 

6,182

​

 

5,071

​

 

11,505

​

 

10,296

​

​

​

​

​

​

​

​

​

​

​

​

​

(Loss) income before income taxes

​

 

(1,165)

​

 

(57)

​

 

(1,302)

​

 

107

​

​

​

​

​

​

​

​

​

​

​

​

​

Income tax benefit

​

 

(177)

​

 

(68)

​

 

(293)

​

 

(83)

NET (LOSS) INCOME

​

$

(988)

​

$

11

​

$

(1,009)

​

$

190

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic (loss) earnings per share

​

$

(0.12)

​

$

0.00

​

$

(0.12)

​

$

0.02

Diluted (loss) earnings per share

​

$

(0.12)

​

$

0.00

​

$

(0.12)

​

$

0.02

​

See accompanying notes to consolidated financial statements

​

4

Table of Contents

WILLIAM PENN BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Dollars in thousands)

For the Three and Six Months Ended December 31, 2024 and 2023 (unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Three Months Ended December 31, 

    

Six Months Ended December 31, 

​

    

2024

    

2023

    

2024

    

2023

​

​

​

​

​

​

​

​

​

Net (loss) income

​

$

(988)

​

$

11

​

$

(1,009)

​

$

190

​

​

​

​

​

​

​

​

​

​

​

​

​

Other comprehensive (loss) income:

​

 

  

​

 

  

​

 

  

​

 

  

Changes in net unrealized gain (loss) on securities available for sale

​

 

(4,316)

​

 

9,206

​

 

1,918

​

 

3,249

Tax effect

​

 

997

​

 

(2,118)

​

 

(415)

​

 

(748)

Reclassification adjustment for gain recognized in net income

​

 

—

​

 

(85)

​

 

—

​

 

(85)

Tax effect

​

 

—

​

 

20

​

 

—

​

 

20

Other comprehensive (loss) income, net of tax

​

 

(3,319)

​

 

7,023

​

 

1,503

​

 

2,436

Comprehensive (loss) income

​

$

(4,307)

​

$

7,034

​

$

494

​

$

2,626

​

See accompanying notes to consolidated financial statements

​

5

Table of Contents

WILLIAM PENN BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Dollars in thousands, except share amounts)

For the Three and Six Months Ended December 31, 2024 and 2023 (unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

    

    

    

​

    

    

​

    

Unearned

    

    

​

    

Accumulated

    

    

​

​

​

​

​

​

​

​

​

​

​

Common

​

​

​

​

Other

​

Total

​

​

Number

​

Common Stock

​

Additional

​

Stock

​

Retained

​

Comprehensive

​

Stockholders'

​

    

of Shares, net

    

Stock

    

Paid-in capital

    

held by ESOP

    

Earnings

    

Loss

    

Equity

Balance, June 30, 2024

​

9,343,900

​

$

93

​

$

97,723

​

$

(8,789)

​

$

57,587

​

$

(22,013)

​

$

124,601

Net loss

 

—

 

​

—

 

​

—

 

​

—

 

​

(21)

 

​

—

 

​

(21)

Other comprehensive income

 

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

4,822

 

​

4,822

Restricted stock expense

​

—

​

 

—

​

 

298

​

 

—

​

 

—

​

 

—

​

 

298

Stock option expense

​

—

​

 

—

​

 

206

​

 

—

​

 

—

​

 

—

​

 

206

Stock purchased and retired

​

(125,441)

​

​

(1)

​

​

(1,501)

​

​

—

​

​

—

​

​

—

​

​

(1,502)

ESOP shares committed to be released

​

—

​

​

—

​

​

4

​

​

101

​

​

—

​

​

—

​

​

105

Regular cash dividend paid ($0.03 per share)

 

—

 

​

—

 

​

—

 

​

—

 

​

(256)

 

​

—

 

​

(256)

Balance, September 30, 2024

 

9,218,459

​

$

92

​

$

96,730

​

$

(8,688)

​

$

57,310

​

$

(17,191)

​

$

128,253

Net loss

 

—

​

 

—

​

 

—

​

 

—

​

 

(988)

​

 

—

​

 

(988)

Other comprehensive loss

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

(3,319)

​

 

(3,319)

Restricted stock expense

​

—

​

 

—

​

 

298

​

 

—

​

 

—

​

 

—

​

 

298

Stock option expense

​

—

​

 

—

​

 

206

​

 

—

​

 

—

​

 

—

​

 

206

Stock purchased and retired

​

(10,242)

​

​

—

​

​

(110)

​

​

—

​

​

—

​

​

—

​

​

(110)

ESOP shares committed to be released

​

—

​

​

—

​

​

11

​

​

102

​

​

—

​

​

—

​

​

113

Regular cash dividend paid ($0.03 per share)

 

—

 

​

—

 

​

—

 

​

—

 

​

(252)

 

​

—

 

​

(252)

Balance, December 31, 2024

 

9,208,217

​

$

92

​

$

97,135

​

$

(8,586)

​

$

56,070

​

$

(20,510)

​

$

124,201

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

    

    

    

​

    

    

​

    

Unearned

    

    

​

    

Accumulated

    

    

​

​

​

​

​

​

​

​

​

​

​

Common

​

​

​

​

Other

​

Total

​

​

Number

​

Common Stock

​

Additional

​

Stock

​

Retained

​

Comprehensive

​

Stockholders'

​

    

of Shares, net

    

Stock

    

Paid-in capital

    

held by ESOP

    

Earnings

    

Loss

    

Equity

Balance, June 30, 2023

​

12,452,921

​

$

125

​

$

134,387

​

$

(9,194)

​

$

58,805

​

$

(23,378)

​

$

160,745

Net income

 

—

 

​

—

 

​

—

 

​

—

 

​

179

 

​

—

 

​

179

Other comprehensive loss

 

—

 

​

—

 

​

—

 

​

—

 

​

—

 

​

(4,587)

 

​

(4,587)

Cumulative effect of adoption of ASU 2016-13

​

—

​

​

—

​

​

—

​

​

—

​

​

(226)

​

​

—

​

​

(226)

Restricted stock expense

​

—

​

 

—

​

 

282

​

 

—

​

 

—

​

 

—

​

​

282

Stock option expense

​

—

​

 

—

​

 

195

​

 

—

​

 

—

​

 

—

​

​

195

Stock purchased and retired

​

(1,624,018)

​

​

(17)

​

​

(19,931)

​

​

—

​

​

—

​

​

—

​

​

(19,948)

ESOP shares committed to be released

​

—

​

​

—

​

​

1

​

​

101

​

​

—

​

​

—

​

​

102

Regular cash dividend paid ($0.03 per share)

 

—

 

​

—

 

​

—

 

​

—

 

​

(348)

 

​

—

 

​

(348)

Balance, September 30, 2023

 

10,828,903

​

$

108

​

$

114,934

​

$

(9,093)

​

$

58,410

​

$

(27,965)

​

$

136,394

Net income

 

—

​

 

—

​

 

—

​

 

—

​

 

11

​

 

—

​

 

11

Other comprehensive income

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

7,023

​

 

7,023

Restricted stock expense

​

—

​

​

—

​

​

281

​

​

—

​

​

—

​

​

—

​

​

281

Stock option expense

​

—

​

​

—

​

​

195

​

​

—

​

​

—

​

​

—

​

​

195

Stock purchased and retired

​

(1,191,831)

​

​

(12)

​

​

(14,766)

​

​

—

​

​

—

​

​

—

​

​

(14,778)

ESOP shares committed to be released

​

—

​

​

—

​

​

7

​

​

102

​

​

—

​

​

—

​

​

109

Regular cash dividend paid ($0.03 per share)

​

—

​

​

—

​

​

—

​

​

—

​

​

(289)

​

​

—

​

​

(289)

Balance, December 31, 2023

 

9,637,072

​

$

96

​

$

100,651

​

$

(8,991)

​

$

58,132

​

$

(20,942)

​

$

128,946

​

See accompanying notes to consolidated financial statements

​

6

Table of Contents

WILLIAM PENN BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

For the Six Months Ended December 31, 2024 and 2023 (unaudited)

​

​

​

​

​

​

​

​

​

​

Six Months Ended

​

​

December 31, 

​

​

2024

    

2023

​

​

​

​

​

​

Cash flows from operating activities

​

​

​

 

​

  

Net (loss) income

​

$

(1,009)

​

$

190

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

​

​

​

​

 

  

(Recovery) provision for credit losses

​

​

(381)

​

 

30

Depreciation expense

​

​

339

​

 

400

Other accretion, net

​

​

(177)

​

 

(281)

Deferred income taxes

​

​

(64)

​

 

(295)

Net gain on disposition of premises and equipment

​

​

(211)

​

​

—

Amortization of core deposit intangibles

​

​

67

​

 

82

Amortization of ESOP

​

​

218

​

​

211

Net gain on sale of securities

​

​

—

​

 

(85)

Unrealized gain on equity securities

​

​

(281)

​

 

(221)

Earnings on bank-owned life insurance

​

​

(662)

​

 

(603)

Stock based compensation expense

​

​

1,008

​

​

953

Other, net

​

​

(139)

​

 

335

Net cash (used in) provided by operating activities

​

​

(1,292)

​

 

716

Cash flows from investing activities

​

​

​

​

 

  

Securities available for sale:

​

​

​

​

 

  

Purchases

​

​

—

​

 

(1,152)

Maturities, calls and principal paydowns

​

​

7,497

​

 

6,015

Proceeds from sale of securities

​

​

—

​

 

2,438

Securities held to maturity:

​

​

​

​

 

  

Purchases

​

​

(998)

​

 

(998)

Maturities, calls and principal paydowns

​

​

8,979

​

 

4,301

Net decrease in loans receivable

​

​

3,662

​

 

10,384

Interest bearing time deposits:

​

​

​

​

 

  

Maturities and principal paydowns

​

​

—

​

 

500

Regulatory stock purchases

​

​

(1,830)

​

 

(3,341)

Regulatory stock redemptions

​

​

2,581

​

 

2,605

Purchases of premises and equipment, net

​

​

(30)

​

​

(104)

Proceeds from the sale of premises and equipment held for sale

​

​

2,399

​

 

—

Net cash provided by investing activities

​

​

22,260

​

 

20,648

Cash flows from financing activities

​

​

​

​

 

  

Net decrease in deposits

​

​

(2,359)

​

 

(8,525)

Net (repayment) increase of short-term borrowed funds

​

​

(20,000)

​

 

20,000

Repurchase of common stock

​

​

(1,612)

​

​

(34,726)

Decrease in advances from borrowers for taxes and insurance

​

​

(667)

​

 

(745)

Cash dividends

​

​

(508)

​

 

(637)

Net cash used in financing activities

​

​

(25,146)

​

 

(24,633)

Net decrease in cash and cash equivalents

​

​

(4,178)

​

 

(3,269)

Cash and cash equivalents - beginning

​

​

20,198

​

 

20,793

Cash and cash equivalents - ending

​

$

16,020

​

$

17,524

Supplementary cash flows information

​

​

​

​

 

  

Interest paid

​

$

8,014

​

$

7,084

Income tax payments

​

​

—

​

 

221

Operating lease right-of-use asset recorded

​

​

1,798

​

​

—

Operating lease liabilities recorded

​

​

1,798

​

​

—

Premises transferred to held for sale

​

​

—

​

 

1,237

​

See accompanying notes to consolidated financial statements

​

7

Table of Contents

Notes to the Consolidated Financial Statements

Note 1 - Nature of Operations

William Penn Bancorporation (the “Company” or “William Penn”) is a Maryland corporation that was incorporated in July 2020 to be the successor to William Penn Bancorp,  Inc. (“William Penn Bancorp”) upon completion of the second-step conversion of William Penn Bank (the “Bank”) from the two-tier mutual holding company structure to the stock holding company structure.  William Penn, MHC was the former mutual holding company for William Penn Bancorp prior to completion of the second-step conversion.  In conjunction with the second-step conversion, each of William Penn, MHC and William Penn Bancorp ceased to exist.  The second-step conversion was completed on March 24, 2021, at which time the Company sold, for gross proceeds of $126.4 million, a total of 12,640,035 shares of common stock at $10.00 per share.  As part of the second-step conversion, each of the existing 776,647 outstanding shares of William Penn Bancorp common stock owned by persons other than William Penn, MHC was converted into 3.2585 shares of Company common stock.  In addition, $5.4 million of cash held by William Penn, MHC was transferred to the Company and recorded as an increase to additional paid-in capital following the completion of the second-step conversion.

In connection with the second-step conversion offering, the William Penn Bank Employee Stock Ownership Plan (“ESOP”) trustees subscribed for, and intended to purchase, on behalf of the ESOP, 8% of the shares of the Company common stock sold in the offering and to fund its stock purchase through a loan from the Company equal to 100% of the aggregate purchase price of the common stock.  As a result of the second-step conversion offering being oversubscribed in the first tier of subscription priorities, the ESOP trustees were unable to purchase shares of the Company’s common stock in the second-step conversion offering.  Subsequent to the completion of the second-step conversion on March 24, 2021, the ESOP trustees purchased 881,130 shares, or $10.1 million, of the Company’s common stock in the open market.  Such shares represent 6.97% of the shares of the Company common stock sold in the offering.  The ESOP did not purchase any additional shares of Company common stock in connection with the second-step conversion and offering.

The Company owns 100% of the outstanding common stock of the Bank, a Pennsylvania chartered stock savings bank. The Bank offers consumer and commercial banking services to individuals, businesses, and nonprofit organizations throughout the Delaware Valley area through twelve full-service branch offices in Bucks County and Philadelphia, Pennsylvania, and Burlington, Camden, and Mercer Counties in New Jersey. The Company is subject to regulation and supervision by the Board of Governors of the Federal Reserve System. The Bank is supervised and regulated by the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking and Securities.

On October 31, 2024, the Company and Mid Penn Bancorp, Inc. (“Mid Penn”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company will merge with and into Mid Penn with Mid Penn as the surviving corporation (the “Merger”). Immediately after the Merger, the Bank will merge with and into Mid Penn Bank, with Mid Penn Bank as the surviving institution. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of Company common stock then issued and outstanding will be converted into the right to receive 0.426 shares of Mid Penn common stock, with cash to be paid in lieu of any fractional shares. Mid Penn will also assume all outstanding options to acquire shares of Company common stock pursuant to their terms, subject to adjustment to reflect the 0.426 exchange ratio set forth in the Merger Agreement. Consummation of the Merger is subject to the satisfaction of customary closing conditions, including receipt of necessary shareholder and regulatory approvals, and the parties currently expect the Merger to be completed in the second calendar quarter of 2025.  

​

Note 2 - Summary of Significant Accounting Policies

The unaudited financial statements and other financial information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements, and related notes, of the Company at and for the year ended June 30, 2024.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, the Bank, as well as the Bank’s wholly owned subsidiary, WPSLA Investment Corporation (“WPSLA”).  WPSLA is a Delaware corporation organized in April 2000 to hold certain investment securities for the Bank. At December 31, 2024, WPSLA held $221.7 million of the Bank’s $230.2 million investment securities portfolio.  All significant intercompany accounts and transactions have been eliminated. Management makes significant operating decisions based upon the analysis of the entire Company and financial performance is evaluated on a company-wide basis.

8

Table of Contents

Use of Estimates in the Preparation of Financial Statements

These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules of the U.S. Securities and Exchange Commission for Quarterly Reports on Form 10-Q. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The significant estimates include the allowance for credit losses, goodwill, and income taxes. Actual results could differ from those estimates and assumptions.

The interim unaudited consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three and six months ended December 31, 2024 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year or any other period. Certain reclassifications have been made in the consolidated financial statements to conform with current year classifications.

Presentation of Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and interest-bearing demand deposits.

Revenue Recognition

Management determined that the primary sources of revenue emanating from interest and dividend income on loans and investments, along with noninterest revenue resulting from investment security and loan gains (losses) and earnings on bank owned life insurances, are not within the scope of Accounting Standards Codification (“ASC”) 606. The main types of noninterest income within the scope of ASC 606 include service charges on deposit accounts. The Company has contracts with its deposit customers where fees are charged if certain parameters are not met. These agreements can be cancelled at any time by either the Company or the deposit customer. Revenue from these transactions is recognized on a monthly basis as the Company has an unconditional right to the fee consideration. The Company also has transaction fees related to specific transactions or activities resulting from a customer request or activity that include overdraft fees, online banking fees, interchange fees, ATM fees and other transaction fees. These fees are attributable to specific performance obligations of the Company where the revenue is recognized at a defined point in time upon the completion of the requested service/transaction.

Segment Reporting

The Company acts as an independent community financial services provider and offers traditional banking and related financial services to individual, business, and government customers. Through its branch network, the Bank offers a full array of commercial and retail financial services, including the taking of time, savings, and demand deposits; the making of commercial and mortgage loans; and the providing of other financial services. Management does not separately allocate expenses, including the cost of funding loan demand, between the commercial and retail operations of the Bank. As such, discrete financial information is not available and segment reporting would not be meaningful.

Recent Accounting Pronouncements Not Yet Adopted

​

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU were issued to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. These updates are not expected to have a significant impact on the Company’s financial statements.

​

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this ASU were issued in response to the SEC’s August 2018 final rule that updated and simplified disclosure requirements that the SEC believed were “redundant, duplicative, overlapping, outdated, or superseded.” The new guidance is intended to align U.S. GAAP requirements with those of the SEC and to facilitate the application of U.S. GAAP for all entities. Some of the amendments introduced by the ASU are technical corrections or clarifications of the FASB’s current disclosure or presentation requirements. These updates are not expected to have a significant impact on the Company’s financial statements.

9

Table of Contents

Recent Accounting Pronouncements Adopted

In January 2020, the FASB issued ASU 2020-04, 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 the 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 sunset provision  included in Topic 848 was based on the expectations of when LIBOR would cease being published. In March 2021, the UK Financial Conduct Authority announced that the intended cessation date of LIBOR would be June 30, 2024, which is beyond the established sunset date of Topic 848. In December 2023, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this ASU provide temporary relief by deferring the sunset date provision included in Topic 848. The amendments in ASU 2023-06 defer the effective date for all entities upon issuance through December 31, 2024. The Company adopted these updates effective December 31, 2024 and these updates did not have a significant impact on the Company’s financial statements.

Allowance for Credit Losses on Loans

The Company maintains its allowance for credit losses (“ACL”) at a level that management believes to be appropriate to absorb estimated credit losses as of the date of the Consolidated Statements of Financial Condition.  The Company established its allowance in accordance with the guidance included in Accounting Standards Codification (“ASC”) 326, Financial Instruments – Credit Losses (“ASC 326”). The ACL is a valuation reserve established and maintained by charges against income and is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans.  Loans, or portions thereof, are charged-off against the ACL when they are deemed uncollectible.  Expected recoveries do not exceed the aggregate amounts previously charged-off and expected to be charged-off.  The ACL is an estimate of expected credit losses, measured over the contractual life of a loan, that considers our historical loss experience, the historical loss experience of a peer group of banks identified by management, current conditions and forecasts of future economic conditions.  The determination of an appropriate ACL is inherently subjective and may have significant changes from period to period.  The methodology for determining the ACL has two main components: evaluation of expected credit losses for certain groups of homogeneous loans that share similar risk characteristics and evaluation of loans that do not share risk characteristics with other loans.  The ACL is measured on a collective (pool) basis when similar characteristics exist.  The Company’s loan portfolio is segmented by loan types that have similar risk characteristics and behave similarly during economic cycles.

Historical credit loss experience is the basis for the estimate of expected credit losses.  We apply our historical loss rates and the historical loss rates of a group of peer banks identified by management to pools of loans with similar risk characteristics using the Weighted-Average Remaining Maturity (“WARM”) method.  The remaining contractual life of the pools of loans with similar risk characteristics is adjusted by expected scheduled payments and prepayments.  After consideration of the historical loss calculation, management applies qualitative adjustments to reflect the current conditions and reasonable and supportable forecasts not already reflected in the historical loss information.  Our reasonable and supportable forecast adjustment is based on a regional economic indicator obtained from the St. Louis Federal Reserve economic database.  The Company selected eight qualitative metrics which were correlated with the Bank and its peer group’s historical loss patterns.  The eight qualitative metrics include: changes in lending policies and procedures, changes in national and local economic conditions as well as business conditions, changes in the nature, complexity, and volume of the portfolio, changes in the experience, ability, and depth of lenders and lending management, changes in the volume and severity of past due and classified loans, changes in the quality of the Bank’s loan review system, changes in the value of collateral securing the loans, and changes in or the existence of credit concentrations. The adjustments are weighted for relevance before applying to each pool of loans.  Each quarter, management reviews the recommended adjustment factors and applies any additional adjustments based on local and current conditions.

The Company has elected to exclude $2.0 million of accrued interest receivable as of December 31, 2024 and June 30, 2024 from the measurement of its ACL.  When a loan is placed on non-accrual status, any outstanding accrued interest is reversed against interest income.  Accrued interest on loans is reported in the accrued interest receivable and other assets line on the consolidated statements of financial condition.

The ACL for individual loans begins with the use of normal credit review procedures to identify whether a loan no longer shares similar risk characteristics with other pooled loans and, therefore, should be individually assessed.

10

Table of Contents

We evaluate all commercial loans that meet the following criteria: (1) when it is determined that foreclosure is probable, (2) substandard, doubtful and nonperforming loans when repayment is expected to be provided substantially through the operation or sale of the collateral, (3) when it is determined by management that a loan does not share similar risk characteristics with other loans. Credit loss estimates are calculated based on the following three acceptable methods for measuring the ACL: 1) the present value of expected future cash flows discounted at the loan’s original effective interest rate; 2) the loan’s observable market price; or 3) the fair value of the collateral when the loan is collateral dependent. Our individual loan evaluations consist primarily of the fair value of collateral method because most of our loans are collateral dependent. Collateral values are discounted to consider disposition costs when appropriate. A charge-off is recorded if the fair value of the loan is less than the loan balance.

Allowance for Credit Losses on Unfunded Loan Commitments

The Company estimates expected credit losses over the contractual period in which the Bank is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Bank. The allowance for credit losses on unfunded loan commitments is included in accrued interest payable and other liabilities in the Company’s Statements of Financial Condition and is adjusted through credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

Allowance for Credit Losses on Held to Maturity Securities

The Company accounts for its held to maturity securities in accordance with Accounting Standards Codification (ASC) 326-20, Financial Instruments – Credit Loss – Measured at Amortized Cost, which requires that the Company measure expected credit losses on held to maturity debt securities on a collective basis by major security type.  The estimate of expected credit losses considers historical credit loss information that is adjusted for current economic conditions and reasonable and supportable forecasts.  

The Company classifies its held to maturity debt securities into the following major security types: mortgage-backed securities, U.S. government agency securities and municipal bonds.  Generally, the mortgage-backed securities and U.S. government agency securities are government guaranteed with a history of no credit losses and the municipal bonds are highly rated with a history of no credit losses.  Credit ratings of the municipal bonds are reviewed on a quarterly basis. Based on the government guarantee, our historical experience including no credit losses, and the high credit rating of our municipal bonds, the Company determined that an allowance for credit losses on its held to maturity portfolio is not required as of December 31, 2024 and June 30, 2024.

Accrued interest receivable on held to maturity debt securities totaled $112 thousand and $170 thousand as of December 31, 2024 and June 30, 2024, respectively, and is included within accrued interest receivable and other assets on the Company’s Consolidated Statements of Financial Condition. This amount is excluded from the estimate of expected credit losses. Generally, held to maturity debt securities are classified as nonaccrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest. When held to maturity debt securities are placed on nonaccrual status, unpaid interest credited to income is reversed against interest income.

Allowance for Credit Losses on Available for Sale Securities

The Company measures expected credit losses on available for sale debt securities when the Bank intends to sell, or when it is not more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the amortized cost basis of the security is written down to fair value through income. For available for sale debt securities that do not meet the previously mentioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this evaluation indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, equal to the amount that the fair value is less than the amortized cost basis.  Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

The ACL on available for sale debt securities is included within securities available for sale on the Consolidated Statements of Financial Condition. Changes in the allowance for credit losses are recorded within provision for credit losses on the Consolidated Statements of Income. Losses are charged against the allowance when the Company believes the collectability of an available for sale security is in jeopardy or when either of the criteria regarding intent or requirement to sell is met.

11

Table of Contents

Accrued interest receivable on available for sale debt securities totaled $647 thousand and $662 thousand as of December 31, 2024 and June 30, 2024, respectively, and is included within accrued interest receivable and other assets on the Company’s Consolidated Statements of Financial Condition. This amount is excluded from the estimate of expected credit losses. Generally, available for sale debt securities are classified as nonaccrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest. When available for sale debt securities are placed on nonaccrual status, unpaid interest credited to income is reversed against interest income.

Note 3 - Earnings Per Share

The following table presents a calculation of basic and diluted earnings per share for the three and six months ended December 31, 2024 and 2023. Earnings per share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding. The difference between common shares issued and basic average common shares outstanding, for purposes of calculating basic earnings per share, is a result of subtracting unallocated ESOP shares and unvested restricted stock shares. There are no convertible securities which would affect the numerator in calculating basic and diluted earnings per share; therefore, the net loss of $988 thousand and $1.0 million for the three and six months ended December 31, 2024, respectively, and the net income of $11 thousand and $190 thousand for the three and six months ended December 31, 2023, respectively, were used as the numerators. See Note 11 to these consolidated financial statements for further discussion of stock grants.

The following table sets forth the composition of the weighted average common shares (denominator) used in the basic and diluted earnings per share computation.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

December 31, 

​

December 31, 

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

​

2024

​

2023

​

2024

​

2023

Basic and diluted (loss) earnings per share:

​

​

​

​

​

​

​

​

​

​

​

​

Net (loss) income

​

$

(988)

​

$

11

​

$

(1,009)

​

$

190

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic average common shares outstanding

​

​

8,140,493

​

​

8,845,633

​

​

8,172,952

​

​

9,723,078

Effect of dilutive securities

​

​

67,354

​

​

64,680

​

​

48,140

​

​

43,066

Dilutive average shares outstanding

​

​

8,207,847

​

​

8,910,313

​

​

8,221,092

​

​

9,766,144

(Loss) earnings per share:

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

(0.12)

​

$

0.00

​

$

(0.12)

​

$

0.02

Diluted

​

$

(0.12)

​

$

0.00

​

$

(0.12)

​

$

0.02

​

Anti-dilutive shares are common stock equivalents with weighted average exercise prices in excess of the weighted average market value for the periods presented. There were 1,264,000 stock options that were anti-dilutive for both the three and six months ended December 31, 2024. There were 1,197,640 stock options that were anti-dilutive for both the three and six months ended December 31, 2023.

​

​

​

12

Table of Contents

Note 4 – Changes in and Reclassifications Out of Accumulated Other Comprehensive Loss

The following tables present the changes in the balances of each component of accumulated other comprehensive loss (“AOCL”) for the three and six months ended December 31, 2024 and 2023.

​

​

​

​

​

​

​

​

(Dollars in thousands)

​

​

​

​

​

​

Unrealized Losses on Securities

​

​

Available for Sale

Accumulated Other Comprehensive Loss (1)

​

2024

​

2023

Balance at June 30, 

​

$

(22,013)

​

$

(23,378)

Other comprehensive income (loss) before reclassifications

​

 

4,822

​

 

(4,587)

Amounts reclassified from accumulated other comprehensive loss

​

 

—

​

 

—

Period change

​

 

4,822

​

 

(4,587)

Balance at September 30, 

​

$

(17,191)

​

$

(27,965)

Other comprehensive (loss) income before reclassifications

​

 

(3,319)

​

​

7,088

Amounts reclassified from accumulated other comprehensive loss

​

 

—

​

​

(65)

Period change

​

 

(3,319)

​

 

7,023

Balance at December 31, 

​

$

(20,510)

​

$

(20,942)

(1) All amounts are net of tax. Related income tax expense is calculated using an income tax rate approximating 23% for both 2024 and 2023.

​

The following tables present the reclassifications out of AOCL by component during the three and six months ended December 31, 2024

and 2023:

​

​

​

​

​

​

​

​

​

​

(Dollars in thousands)

​

Amounts Reclassified from Accumulated

​

​

​

​

Other Comprehensive Loss (1)

​

​

Details about Accumulated Other Comprehensive

​

Three Months Ended December 31,

​

Affected Line Item in the

Loss Components

    

2024

​

2023

    

Consolidated Statements of Income

Securities available for sale:

​

​

​

​

​

  

​

​

Net securities gains reclassified into net income

​

$

—

​

$

(85)

​

Net gain on sale of securities

Related income tax expense

​

​

—

​

​

20

 

Income tax benefit

​

​

$

—

​

$

(65)

​

​
(1) Amounts in parenthesis indicate debits.

​

​

​

​

​

​

​

​

​

​

(Dollars in thousands)

​

Amounts Reclassified from Accumulated

​

​

​

​

Other Comprehensive Loss (2)

​

​

Details about Accumulated Other Comprehensive

​

Six Months Ended December 31, 

​

Affected Line Item in the

Loss Components

    

2024

​

2023

    

Consolidated Statements of Income

Securities available for sale:

    

​

​

​

​

  

​

​

Net securities gains reclassified into net income

​

$

—

​

$

(85)

​

Net gain on sale of securities

Related income tax expense

​

​

—

​

​

20

​

Income tax benefit

​

​

$

—

​

$

(65)

​

​
(2) Amounts in parenthesis indicate debits.

​

​

​

​

13

Table of Contents

Note 5 – Investment Securities

​

Debt Securities

The amortized cost, gross unrealized gains and losses, and fair value of investments in debt securities are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

December 31, 2024

​

​

​

​

Gross

​

Gross

​

Allowance

​

​

​

​

​

Amortized

​

Unrealized

​

Unrealized

​

for Credit

​

Fair

(Dollars in thousands)

​

Cost

​

Gains

​

Losses

​

Losses

​

Value

Available For Sale:

    

​

  

    

 

  

    

 

  

​

 

  

    

 

  

Mortgage-backed securities

​

$

107,394

​

$

19

​

$

(17,593)

​

$

—

​

$

89,820

U.S. agency collateralized mortgage obligations

​

​

8,594

​

​

—

​

​

(1,654)

​

​

—

​

​

6,940

U.S. government agency securities

​

​

614

​

​

—

​

​

(76)

​

​

—

​

​

538

Municipal bonds

​

​

19,958

​

​

—

​

​

(5,043)

​

​

—

​

​

14,915

Corporate bonds

​

​

35,200

​

​

—

​

​

(2,324)

​

​

—

​

​

32,876

Total Available For Sale

​

$

171,760

​

$

19

​

$

(26,690)

​

$

—

​

$

145,089

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

December 31, 2024

​

​

​

​

Gross

​

Gross

​

​

​

​

Allowance

​

​

Amortized

​

Unrealized

​

Unrealized

​

Fair

​

for Credit

(Dollars in thousands)

​

Cost

​

Gains

​

Losses

​

Value

​

Losses

Held To Maturity:

    

​

  

    

 

  

    

 

  

​

 

  

    

 

  

Mortgage-backed securities

​

$

84,093

​

$

—

​

$

(16,782)

​

$

67,311

​

$

—

U.S. government agency securities

​

​

969

​

​

—

​

​

—

​

​

969

​

​

—

Municipal bonds

​

​

36

​

​

—

​

​

—

​

​

36

​

​

—

Total Held To Maturity

​

$

85,098

​

$

—

​

$

(16,782)

​

$

68,316

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

June 30, 2024

​

​

​

​

Gross

​

Gross

​

Allowance

​

​

​

​

​

Amortized

​

Unrealized

​

Unrealized

​

for Credit

​

Fair

(Dollars in thousands)

​

Cost

​

Gains

​

Losses

​

Losses

​

Value

Available For Sale:

    

​

  

    

 

  

    

 

  

​

 

  

    

 

  

Mortgage-backed securities

​

$

112,439

​

$

20

​

$

(17,334)

​

$

—

​

$

95,125

U.S. agency collateralized mortgage obligations

​

​

8,937

​

​

—

​

​

(1,737)

​

​

—

​

​

7,200

U.S. government agency securities

​

​

769

​

​

1

​

​

(77)

​

​

—

​

​

693

Municipal bonds

​

​

19,999

​

​

—

​

​

(5,030)

​

​

—

​

​

14,969

Corporate bonds

​

​

37,200

​

​

—

​

​

(4,432)

​

​

—

​

​

32,768

Total Available For Sale

​

$

179,344

​

$

21

​

$

(28,610)

​

$

—

​

$

150,755

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

June 30, 2024

​

​

​

​

Gross

​

Gross

​

​

​

​

Allowance

​

​

Amortized

​

Unrealized

​

Unrealized

​

Fair

​

for Credit

(Dollars in thousands)

​

Cost

​

Gains

​

Losses

​

Value

​

Losses

Held To Maturity:

    

​

  

    

 

  

    

 

  

​

 

  

    

 

  

Mortgage-backed securities

​

$

87,526

​

$

—

​

$

(16,216)

​

$

71,310

​

$

—

U.S. government agency securities

​

​

5,482

​

​

—

​

​

(13)

​

​

5,469

​

​

—

Municipal bonds

​

​

48

​

​

—

​

​

—

​

​

48

​

​

—

Total Held To Maturity

​

$

93,056

​

$

—

​

$

(16,229)

​

$

76,827

​

$

—

​

The Company did not sell any investment securities during the three and six months ended December 31, 2024. The Company recognized $85 thousand of gross gains on the sale of $2.4 million of investment securities during the three and six months ended December 31, 2023.

​

14

Table of Contents

The amortized cost and fair value of debt securities, by contractual maturity, are shown below. Maturities for mortgage-backed securities are dependent upon the rate environment and prepayments of the underlying loans. Expected maturities may differ from contractual maturities because the securities may be called or prepaid with or without penalties.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

Available For Sale

​

Held To Maturity

​

    

Amortized

​

Fair

    

Amortized

​

Fair

(Dollars in thousands)

​

Cost

​

Value

​

Cost

​

Value

Due in one year or less

​

$

—

​

$

—

​

$

1,005

​

$

1,005

Due after one year through five years

​

 

1,500

​

 

1,453

​

 

—

​

 

—

Due after five years through ten years

​

 

41,178

​

​

37,369

​

 

—

​

 

—

Due after ten years

​

​

129,082

​

​

106,267

​

​

84,093

​

​

67,311

​

​

$

171,760

​

$

145,089

​

$

85,098

​

$

68,316

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The following tables provide information on the gross unrealized losses and fair market value of the Company's investments for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2024 and June 30, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

Less than 12 Months

​

12 Months or More

​

Total

​

Total

​

    

Fair

    

Unrealized

​

Fair

    

Unrealized

    

Fair

    

Unrealized

(Dollars in thousands)

​

Value

​

Losses

​

Value

​

Losses

​

Value

​

Losses

Available For Sale:

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

Mortgage-backed securities

 

$

—

 

$

—

 

$

88,815

 

$

(17,593)

 

$

88,815

 

$

(17,593)

U.S. agency collateralized mortgage obligations

 

 

—

 

 

—

 

 

6,940

​

 

(1,654)

 

 

6,940

 

 

(1,654)

U.S. government agency securities

 

 

42

 

 

(1)

 

 

496

​

 

(75)

 

 

538

 

 

(76)

Municipal bonds

 

 

—

 

 

—

 

 

14,915

 

 

(5,043)

 

 

14,915

 

 

(5,043)

Corporate bonds

​

 

—

​

 

—

​

 

31,976

​

 

(2,324)

​

 

31,976

​

 

(2,324)

​

​

​

42

​

​

(1)

​

​

143,142

​

​

(26,689)

​

​

143,184

​

​

(26,690)

Held To Maturity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mortgage-backed securities

​

 

—

​

 

—

​

 

67,311

​

 

(16,782)

​

​

67,311

 

​

(16,782)

​

​

 

—

​

 

—

​

 

67,311

​

 

(16,782)

​

 

67,311

​

 

(16,782)

​

 

$

42

 

$

(1)

 

$

210,453

 

$

(43,471)

 

$

210,495

 

$

(43,472)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

June 30, 2024

​

​

Less than 12 Months

​

12 Months or More

​

Total

​

Total

​

​

Fair

​

Unrealized

​

Fair

​

Unrealized

​

Fair

​

Unrealized

(Dollars in thousands)

​

Value

​

Losses

​

Value

​

Losses

​

Value

​

Losses

Available For Sale:

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

Mortgage-backed securities

 

$

—

 

$

—

 

$

94,110

 

$

(17,334)

 

$

94,110

 

$

(17,334)

U.S. agency collateralized mortgage obligations

 

 

—

 

 

—

 

 

7,200

​

 

(1,737)

 

 

7,200

 

 

(1,737)

U.S. government agency securities

 

 

—

 

 

—

 

 

556

 

 

(77)

 

 

556

 

 

(77)

Municipal bonds

 

 

—

 

 

—

 

 

14,969

 

 

(5,030)

 

 

14,969

 

 

(5,030)

Corporate bonds

​

 

—

​

 

—

​

 

32,768

​

 

(4,432)

​

 

32,768

​

 

(4,432)

​

​

​

—

​

​

—

​

​

149,603

​

​

(28,610)

​

​

149,603

​

​

(28,610)

Held To Maturity:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mortgage-backed securities

​

​

—

​

 

—

​

 

71,310

​

 

(16,216)

​

​

71,310

​

​

(16,216)

U.S. government agency securities

​

 

982

 

 

(1)

 

 

4,487

 

 

(12)

 

 

5,469

 

​

(13)

​

​

 

982

​

 

(1)

​

 

75,797

​

 

(16,228)

​

 

76,779

​

 

(16,229)

​

 

$

982

 

$

(1)

 

$

225,400

 

$

(44,838)

 

$

226,382

 

$

(44,839)

​

At December 31, 2024, the Company had one security in the less than 12 months loss position and 120 securities in the 12 months or greater loss position. At June 30, 2024, the Company had one security in the less than 12 months loss position and 124 securities in the 12 months or greater loss position. The unrealized loss on securities is due to current interest rate levels relative to the Company’s cost. Because the unrealized losses are due to current interest rate levels relative to the Company’s cost and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell these investments before recovery of its amortized cost, which may be at maturity, the Company does not consider the unrealized losses to be credit losses at December 31, 2024 and June 30, 2024.

15

Table of Contents

The Company did not recognize any credit losses on these securities for the three and six months ended December 31, 2024 and 2023.

At December 31, 2024 and June 30, 2024, $2.5 million and $2.6 million, respectively, in the carrying value of investment securities were pledged to secure municipal deposits.

​

Equity Securities

The Company had one equity security with a fair value of $2.3 million as of December 31, 2024 and $2.0 million as of June 30, 2024.  During the three and six months ended December 31, 2024, the Company recorded $202 thousand and $281 thousand of unrealized gains, respectively, and during the three and six months ended December 31, 2023, the Company recorded $148 thousand and $221 thousand of unrealized gains, respectively, which were recorded in Unrealized gain on equity securities in the Consolidated Statements of Income.

Note 6 – Loans

Major classifications of loans, net of deferred loan fees of $501 thousand and $545 thousand at December 31, 2024 and June 30, 2024, respectively, are summarized as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 

​

June 30, 

 

​

​

2024

​

2024

 

(Dollars in thousands)

 

Amount

 

Percent

​

Amount

 

Percent

​

Residential real estate:

​

​

​

​

​

​

​

​

​

​

​

1 - 4 family

    

$

125,477

    

26.69

%

$

127,911

    

27.00

%

Home equity and HELOCs

​

 

29,999

​

6.38

​

 

30,767

​

6.50

    

Construction -residential

​

 

3,734

​

0.80

​

 

8,802

​

1.86

​

Commercial real estate:

​

 

​

​

​

​

 

​

​

​

​

1 - 4 family investor

​

​

88,692

​

18.87

​

​

92,284

​

19.49

​

Multi-family (five or more)

​

 

15,543

​

3.31

​

 

15,619

​

3.30

​

Commercial non-residential

​

 

178,041

​

37.87

​

 

158,481

​

33.46

​

Construction and land

​

​

10,267

​

2.18

​

​

22,687

​

4.79

​

Commercial

​

 

16,652

​

3.54

​

 

15,090

​

3.19

​

Consumer loans

​

 

1,703

​

0.36

​

 

1,920

​

0.41

​

Total Loans

​

 

470,108

​

100.00

%

 

473,561

​

100.00

%

​

​

​

​

​

​

​

​

​

​

​

​

Allowance for credit losses

​

 

(2,598)

​

​

 

 

(2,989)

​

​

​

Net Loans

​

$

467,510

​

​

 

$

470,572

​

​

​

​

Mortgage loans serviced for others are not included in the accompanying Consolidated Statements of Financial Condition. The total amount of loans serviced for the benefit of others was approximately $10.3 million and $11.2 million at December 31, 2024 and June 30, 2024, respectively. The Bank retained the related servicing rights for the loans that were sold and receives a 25 basis point servicing fee from the purchasers of the loans.  Custodial escrow balances maintained in connection with the foregoing loan servicing are included in advances from borrowers for taxes and insurance.

Allowance for Credit Losses. The following tables set forth the allocation of the Bank’s allowance for credit losses by loan category at the dates indicated. The portion of the credit loss allowance allocated to each loan category does not represent the total available for future losses which may occur within the loan category since the total credit loss allowance is a valuation allocation applicable to the entire loan portfolio. The Company generally charges-off the collateral or discounted cash flow deficiency on all loans at 90 days past due and all loans rated substandard or worse that are 90 days past due.

​

16

Table of Contents

The following table presents, by loan portfolio segment, the changes in the allowance for credit losses for the three months ended December 31, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

    

Residential real estate:

    

Commercial real estate:

    

​

​

    

​

​

    

​

​

​

​

​

​

​

Home Equity 

​

Construction-

​

1 - 4 family

​

Multi-family 

​

Commercial 

​

Construction 

​

​

​

​

​

​

​

​

​

(Dollar amounts in thousands)

​

1 - 4 family

    

and HELOCs

    

residential

    

investor

    

(five or more)

    

non-residential

    

and Land

    

Commercial

    

Consumer

    

Total

Allowance for credit losses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Beginning balance

​

$

321

​

$

97

​

$

42

​

$

183

​

$

33

​

$

1,154

​

$

125

​

$

327

​

$

240

​

$

2,522

Charge-offs

​

 

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Recoveries

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Provision (recovery)

​

​

(2)

​

​

2

​

​

(29)

​

​

(1)

​

​

—

​

​

178

​

​

(63)

​

​

8

​

​

(17)

​

​

76

Ending Balance

​

$

319

​

$

99

​

$

13

​

$

182

​

$

33

​

$

1,332

​

$

62

​

$

335

​

$

223

​

$

2,598

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

    

Residential real estate:

    

Commercial real estate:

    

    

​

    

    

​

    

    

​

    

    

​

​

​

​

​

​

Home Equity

​

Construction-

​

1 - 4 family

​

Multi-family 

​

Commercial 

​

Construction 

​

​

​

​

​

​

​

​

​

(Dollar amounts in thousands)

​

1-4 family

    

and HELOCs

​

residential

​

investor

    

(five or more)

    

non-residential

    

and Land

    

Commercial

    

Consumer

    

Total

Allowance for credit losses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Beginning balance

​

$

407

​

$

131

​

$

39

​

$

325

​

$

53

​

$

1,767

​

$

233

​

$

340

​

$

292

​

$

3,587

Charge-offs

​

 

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(13)

​

​

(13)

Recoveries

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

2

​

​

2

Provision (recovery)

​

​

(4)

​

​

84

​

​

5

​

​

(8)

​

​

(1)

​

​

(13)

​

​

7

​

​

(18)

​

​

(27)

​

​

25

Ending Balance

​

$

403

​

$

215

​

$

44

​

$

317

​

$

52

​

$

1,754

​

$

240

​

$

322

​

$

254

​

$

3,601

​

The following table presents, by loan portfolio segment, the changes in the allowance for credit losses for the six months ended December 31, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

    

Residential real estate:

    

Commercial real estate:

    

​

​

    

​

​

    

​

​

​

​

​

​

​

Home Equity 

​

Construction-

​

1 - 4 family

​

Multi-family 

​

Commercial 

​

Construction 

​

​

​

​

​

​

​

​

​

(Dollar amounts in thousands)

​

1 - 4 family

    

and HELOCs

    

residential

    

investor

    

(five or more)

    

non-residential

    

and Land

    

Commercial

    

Consumer

    

Total

Allowance for credit losses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Beginning balance

​

$

325

​

$

100

​

$

31

​

$

268

​

$

32

​

$

1,533

​

$

147

​

$

304

​

$

249

​

$

2,989

Charge-offs

​

 

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(18)

​

​

(18)

Recoveries

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

1

​

​

1

Provision (recovery)

​

​

(6)

​

​

(1)

​

​

(18)

​

​

(86)

​

​

1

​

​

(201)

​

​

(85)

​

​

31

​

​

(9)

​

​

(374)

Ending Balance

​

$

319

​

$

99

​

$

13

​

$

182

​

$

33

​

$

1,332

​

$

62

​

$

335

​

$

223

​

$

2,598

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

    

Residential real estate:

    

Commercial real estate:

    

    

​

    

    

​

    

    

​

    

    

​

​

​

​

​

​

Home Equity

​

Construction-

​

1 - 4 family

​

Multi-family 

​

Commercial 

​

Construction 

​

​

​

​

​

​

​

​

​

(Dollar amounts in thousands)

​

1-4 family

    

and HELOCs

​

residential

​

investor

    

(five or more)

    

non-residential

    

and Land

    

Commercial

    

Consumer

    

Total

Allowance for credit losses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Beginning balance

​

$

486

​

$

113

​

$

214

​

$

569

​

$

89

​

$

1,420

​

$

281

​

$

82

​

$

59

​

$

3,313

Impact of adopting ASU 2016-13

​

​

(67)

​

​

19

​

​

(174)

​

​

(241)

​

​

(30)

​

​

379

​

​

(93)

​

​

254

​

​

196

​

​

243

Charge-offs

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

 

​

(13)

​

 

(13)

Recoveries

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

 

​

28

​

 

28

Provision (recovery)

​

 

(16)

​

 

83

​

 

4

​

 

(11)

​

 

(7)

​

 

(45)

​

 

52

​

 

(14)

 

​

(16)

​

 

30

Ending Balance

​

$

403

​

$

215

​

$

44

​

$

317

​

$

52

​

$

1,754

​

$

240

​

$

322

​

$

254

​

$

3,601

​

During the three and six months ended December 31, 2024, the changes in the provision for credit losses for each portfolio of loans were primarily due to fluctuations in the outstanding balance of each portfolio of loans collectively evaluated for impairment. The overall decrease in the allowance during the six months ended December 31, 2024 can be primarily attributed to a decrease in delinquent 1-4 family investor loans and commercial non-residential loans, as well as consistently low levels of net charge-offs, strong asset quality metrics and continued conservative lending practices.

​

During the three and six months ended December 31, 2023, and exclusive of the impact of the adoption of ASU 2016-13, the changes in the provision for credit losses for each portfolio of loans were primarily due to fluctuations in the outstanding balance of each portfolio of loans collectively evaluated for impairment. During the three months ended December 31, 2023, we experienced an increase in delinquent home equity loans and home equity lines of credit and a corresponding increase in the provision for credit losses for this portfolio.  The overall increase in the allowance during the six months ended December 31, 2023 can be primarily attributed to the previously mentioned increase in delinquent home equity loans and home equity lines of credit, partially offset by a decrease in the outstanding balance of our total loan portfolio.

​

​

17

Table of Contents

Under the provisions of ASC 326, loans evaluated individually for impairment consist of non-accrual loans.  The following table presents the allowance for credit losses and recorded investment by loan portfolio classification at December 31, 2024 and June 30, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

    

Residential real estate:

    

Commercial real estate:

    

​

​

    

​

​

    

​

​

​

​

​

​

​

Home Equity 

​

Construction-

​

1 - 4 family

​

Multi-family 

​

Commercial 

​

Construction 

​

​

​

​

​

​

​

​

​

(Dollar amounts in thousands)

    

1 - 4 family

    

and HELOCs

    

residential

    

investor

    

(five or more)

    

non-residential

    

and land

    

Commercial

    

Consumer

    

Total

Allowance ending balance:

 

​

  

 

​

  

 

​

  

 

​

  

​

​

  

 

​

  

 

​

  

 

​

  

 

​

  

​

​

  

Individually evaluated for impairment

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

Collectively evaluated for impairment

​

 

319

​

​

99

​

​

13

​

​

182

​

​

33

​

​

1,332

​

​

62

​

​

335

​

​

223

​

 

2,598

Total allowance

​

$

319

​

$

99

​

$

13

​

$

182

​

$

33

​

$

1,332

​

$

62

​

$

335

​

$

223

​

$

2,598

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans receivable ending balance:

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

Individually evaluated for impairment

​

$

1,003

​

$

42

​

$

—

​

$

922

​

$

—

​

$

331

​

$

—

​

$

—

​

$

105

​

$

2,403

Collectively evaluated for impairment

​

 

124,474

​

 

29,957

​

 

3,734

​

 

87,770

​

 

15,543

​

 

177,710

​

 

10,267

​

 

16,652

​

 

1,598

​

 

467,705

Total portfolio

​

$

125,477

​

$

29,999

​

$

3,734

​

$

88,692

​

$

15,543

​

$

178,041

​

$

10,267

​

$

16,652

​

$

1,703

​

$

470,108

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2024

​

Residential real estate:

    

Commercial real estate:

    

​

​

    

​

​

    

​

​

​

​

​

​

​

Home Equity 

​

Construction-

​

1 - 4 family

​

Multi-family 

​

Commercial 

​

Construction 

​

​

​

​

​

​

​

​

​

(Dollar amounts in thousands)

    

1 - 4 family

    

and HELOCs

    

residential

    

investor

    

(five or more)

    

non-residential

    

and land

    

Commercial

    

Consumer

    

Total

Allowance ending balance:

 

​

  

 

​

  

 

​

  

 

​

  

​

​

  

 

​

  

 

​

  

 

​

  

 

​

  

​

​

  

Individually evaluated for impairment

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

Collectively evaluated for impairment

​

 

325

​

​

100

​

​

31

​

​

268

​

​

32

​

​

1,533

​

​

147

​

​

304

​

​

249

​

 

2,989

Total allowance

​

$

325

​

$

100

​

$

31

​

$

268

​

$

32

​

$

1,533

​

$

147

​

$

304

​

$

249

​

$

2,989

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans receivable ending balance:

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

Individually evaluated for impairment

​

$

1,221

​

$

426

​

$

—

​

$

1,007

​

$

194

​

$

337

​

$

—

​

$

—

​

$

126

​

$

3,311

Collectively evaluated for impairment

​

 

126,690

​

 

30,341

​

 

8,802

​

 

91,277

​

 

15,425

​

 

158,144

​

 

22,687

​

 

15,090

​

 

1,794

​

 

470,250

Total portfolio

​

$

127,911

​

$

30,767

​

$

8,802

​

$

92,284

​

$

15,619

​

$

158,481

​

$

22,687

​

$

15,090

​

$

1,920

​

$

473,561

​

Credit Quality Information

The following tables represent credit exposures by internally assigned grades as of December 31, 2024 and June 30, 2024 that management uses to monitor the credit quality of the overall loan portfolio. The grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. All loans greater than 90 days past due are considered Substandard.  The Company’s internal credit risk grading system is based on experiences with similarly graded loans.

The Company’s internally assigned grades are as follows:

Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.

Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

The Bank has a structured loan rating process with several layers of internal and external oversight to help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed. Generally, consumer and residential mortgage loans are included in the Pass category unless a specific action, such as nonperformance, repossession, or death occurs to raise awareness of a possible credit event. The Company’s Credit Department is responsible for the timely and accurate risk rating of the loans on an ongoing basis. Every credit which must be approved by Loan Committee or the Board of Directors is assigned a risk rating at time of consideration. The Credit Department also annually reviews commercial relationships of $500,000 or greater to assign or re-affirm risk ratings.

18

Table of Contents

The following tables set forth the amounts of the portfolio of classified asset categories for the commercial loan portfolios at December 31, 2024 and June 30, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

December 31, 2024

​

​

Term Loans Amortized Cost Basis by Origination Fiscal Year

​

Revolving Loans

​

Revolving Loans

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortized

​

Converted

​

​

​

​

​

2025

​

2024

​

2023

​

2022

​

2021

​

Prior

​

Cost Basis

​

to Term

​

Total

1 - 4 family investor

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

627

​

$

3,796

    

$

9,740

    

$

6,960

    

$

17,047

    

$

44,744

    

$

3,403

    

$

696

    

$

87,013

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

757

​

​

—

​

​

—

​

​

757

Substandard

​

​

—

​

​

—

​

​

890

​

​

—

​

​

—

​

​

32

​

​

—

​

​

—

​

​

922

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total 1 - 4 family investor

​

$

627

​

$

3,796

​

$

10,630

​

$

6,960

​

$

17,047

​

$

45,533

​

$

3,403

​

$

696

​

$

88,692

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Multi-family (five or more)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

486

​

$

329

    

$

1,289

    

$

1,284

    

$

3,778

    

$

8,377

    

$

—

    

$

—

    

$

15,543

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total Multi-family

​

$

486

​

$

329

​

$

1,289

​

$

1,284

​

$

3,778

​

$

8,377

​

$

—

​

$

—

​

$

15,543

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial non-residential

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

12,065

​

$

12,999

    

$

21,191

    

$

69,317

    

$

24,268

    

$

32,852

    

$

—

    

$

87

    

$

172,779

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

4,931

​

​

—

​

​

—

​

​

—

​

​

4,931

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

319

​

​

12

​

​

—

​

​

—

​

​

331

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total Commercial non-residential

​

$

12,065

​

$

12,999

​

$

21,191

​

$

69,317

​

$

29,518

​

$

32,864

​

$

—

​

$

87

​

$

178,041

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Construction and land

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

1,294

​

$

6,668

    

$

798

    

$

—

    

$

—

    

$

1,507

    

$

—

    

$

—

    

$

10,267

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total Construction and land

​

$

1,294

​

$

6,668

​

$

798

​

$

—

​

$

—

​

$

1,507

​

$

—

​

$

—

​

$

10,267

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

96

​

$

853

    

$

7,591

    

$

7,717

    

$

—

    

$

395

    

$

—

    

$

—

    

$

16,652

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total Commercial

​

$

96

​

$

853

​

$

7,591

​

$

7,717

​

$

—

​

$

395

​

$

—

​

$

—

​

$

16,652

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

19

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

June 30, 2024

​

​

Term Loans Amortized Cost Basis by Origination Fiscal Year

​

Revolving Loans

​

Revolving Loans

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortized

​

Converted

​

​

​

​

​

2024

​

2023

​

2022

​

2021

​

2020

​

Prior

​

Cost Basis

​

to Term

​

Total

1 - 4 family investor

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

3,852

​

$

10,948

    

$

6,228

    

$

17,462

    

$

11,855

    

$

36,635

    

$

2,702

    

$

706

    

$

90,388

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

889

​

​

—

​

​

—

​

​

889

Substandard

​

​

—

​

​

—

​

​

930

​

​

—

​

​

—

​

​

77

​

​

—

​

​

—

​

​

1,007

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total 1 - 4 family investor

​

$

3,852

​

$

10,948

​

$

7,158

​

$

17,462

​

$

11,855

​

$

37,601

​

$

2,702

​

$

706

​

$

92,284

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Multi-family (five or more)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

331

​

$

1,307

    

$

1,310

    

$

4,072

    

$

5,508

    

$

2,897

    

$

—

    

$

—

    

$

15,425

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

194

​

​

—

​

​

—

​

​

194

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total Multi-family

​

$

331

​

$

1,307

​

$

1,310

​

$

4,072

​

$

5,508

​

$

3,091

​

$

—

​

$

—

​

$

15,619

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial non-residential

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

11,970

​

$

20,964

    

$

59,973

    

$

30,013

    

$

15,668

    

$

19,465

    

$

—

    

$

91

    

$

158,144

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

319

​

​

—

​

​

18

​

​

—

​

​

—

​

​

337

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total Commercial non-residential

​

$

11,970

​

$

20,964

​

$

59,973

​

$

30,332

​

$

15,668

​

$

19,483

​

$

—

​

$

91

​

$

158,481

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Construction and land

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

4,341

​

$

5,797

    

$

10,501

    

$

—

    

$

—

    

$

2,048

    

$

—

    

$

—

    

$

22,687

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total Construction and land

​

$

4,341

​

$

5,797

​

$

10,501

​

$

—

​

$

—

​

$

2,048

​

$

—

​

$

—

​

$

22,687

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

593

​

$

6,914

    

$

7,367

    

$

—

    

$

14

    

$

202

    

$

—

    

$

—

    

$

15,090

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Substandard

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loss

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total Commercial

​

$

593

​

$

6,914

​

$

7,367

​

$

—

​

$

14

​

$

202

​

$

—

​

$

—

​

$

15,090

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

20

Table of Contents

The Company monitors the credit risk profile by payment activity for residential and consumer loans.  Generally, residential and consumer loans on nonaccrual status and 90 or more days past due and accruing are considered non-performing and are reviewed monthly.  The following tables set forth the amounts of the portfolio that are not rated by class of loans for the residential and consumer loan portfolios at December 31, 2024 and June 30, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

December 31, 2024

​

​

Term Loans Amortized Cost Basis by Origination Fiscal Year

​

Revolving Loans

​

Revolving Loans

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortized

​

Converted

​

​

​

​

​

2025

​

2024

​

2023

​

2022

​

2021

​

Prior

​

Cost Basis

​

to Term

​

Total

1 - 4 family residential

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

$

6,356

​

$

10,286

    

$

7,540

    

$

12,926

    

$

14,599

    

$

72,767

    

$

—

    

$

—

    

$

124,474

Non-performing

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

1,003

​

​

—

​

​

—

​

​

1,003

Total 1 - 4 family residential

​

$

6,356

​

$

10,286

​

$

7,540

​

$

12,926

​

$

14,599

​

$

73,770

​

$

—

​

$

—

​

$

125,477

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Home equity & HELOCs

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

$

633

​

$

1,587

    

$

2,046

    

$

444

    

$

764

    

$

4,493

    

$

18,469

    

$

1,521

    

$

29,957

Non-performing

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

42

​

​

42

Total Home equity & HELOCs

​

$

633

​

$

1,587

​

$

2,046

​

$

444

​

$

764

​

$

4,493

​

$

18,469

​

$

1,563

​

$

29,999

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Construction residential

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

$

1,331

​

$

2,308

    

$

—

    

$

—

    

$

95

    

$

—

    

$

—

    

$

—

    

$

3,734

Non-performing

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total construction residential

​

$

1,331

​

$

2,308

​

$

—

​

$

—

​

$

95

​

$

—

​

$

—

​

$

—

​

$

3,734

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consumer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

$

—

​

$

108

    

$

—

    

$

30

    

$

—

    

$

957

    

$

—

    

$

503

    

$

1,598

Non-performing

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

105

​

​

—

​

​

—

​

​

105

Total Consumer

​

$

—

​

$

108

​

$

—

​

$

30

​

$

—

​

$

1,062

​

$

—

​

$

503

​

$

1,703

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

18

    

$

—

    

$

—

    

$

18

​

21

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

June 30, 2024

​

​

Term Loans Amortized Cost Basis by Origination Fiscal Year

​

Revolving Loans

​

Revolving Loans

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortized

​

Converted

​

​

​

​

​

2024

​

2023

​

2022

​

2021

​

2020

​

Prior

​

Cost Basis

​

to Term

​

Total

1 - 4 family residential

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

$

11,987

​

$

7,765

    

$

13,307

    

$

15,162

    

$

8,412

    

$

70,057

    

$

—

    

$

—

    

$

126,690

Non-performing

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

1,221

​

​

—

​

​

—

​

​

1,221

Total 1 - 4 family residential

​

$

11,987

​

$

7,765

​

$

13,307

​

$

15,162

​

$

8,412

​

$

71,278

​

$

—

​

$

—

​

$

127,911

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Home equity & HELOCs

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

$

1,685

​

$

2,164

    

$

474

    

$

859

    

$

576

    

$

4,595

    

$

18,333

    

$

1,655

    

$

30,341

Non-performing

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

381

​

​

45

​

​

426

Total Home equity & HELOCs

​

$

1,685

​

$

2,164

​

$

474

​

$

859

​

$

576

​

$

4,595

​

$

18,714

​

$

1,700

​

$

30,767

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Construction residential

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

$

5,180

​

$

2,510

    

$

105

    

$

1,007

    

$

—

    

$

—

    

$

—

    

$

—

    

$

8,802

Non-performing

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Total construction residential

​

$

5,180

​

$

2,510

​

$

105

​

$

1,007

​

$

—

​

$

—

​

$

—

​

$

—

​

$

8,802

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

    

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consumer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Performing

​

$

123

​

$

116

    

$

45

    

$

—

    

$

3

    

$

1,507

    

$

—

    

$

—

    

$

1,794

Non-performing

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

126

​

​

—

​

​

—

​

​

126

Total Consumer

​

$

123

​

$

116

​

$

45

​

$

—

​

$

3

​

$

1,633

​

$

—

​

$

—

​

$

1,920

Current period gross charge-offs

​

$

—

​

$

—

    

$

—

    

$

—

    

$

—

    

$

13

    

$

—

    

$

—

    

$

13

​

Loan Delinquencies and Non-accrual Loans

Management further monitors the performance and credit quality of the loan portfolio by analyzing the length of time a recorded payment is past due. The following are tables which include an aging analysis of the recorded investment of past due loans as of December 31, 2024 and June 30, 2024.  All non-accrual loans included in the tables below do not have an associated allowance for credit losses because any impairment is charged-off at the time the loan moves to non-accrual status.  As of December 31, 2024, $2.3 million of the non-accrual loans included in the table below are secured by real estate and $105 thousand are unsecured.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Aged Analysis of Past Due and Non-accrual Loans

​

​

​

​

​

​

​

​

As of December 31, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Recorded

​

Recorded

​

​

​

​

​

​

​

​

​

​

​

  

​

​

  

​

​

  

​

​

Investment

​

Investment

​

​

30 - 59 Days

​

60 - 89 Days

​

90 Days

​

Total Past

​

​

​

​

Total Loans

​

>90 Days and

​

Loans on

(Dollar amounts in thousands)

 

Past Due

 

Past Due

 

Or Greater

 

Due

 

Current

 

Receivable

 

Accruing

 

Non-Accrual

Residential real estate:

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

1 - 4 family

    

$

80

    

$

10

    

$

712

    

$

802

    

$

124,675

    

$

125,477

    

$

—

    

$

1,003

Home equity and HELOCs

​

​

19

​

​

—

​

​

42

​

​

61

​

​

29,938

​

​

29,999

​

​

—

​

​

42

Construction - residential

​

​

—

​

​

6

​

​

—

​

​

6

​

​

3,728

​

​

3,734

​

​

—

​

​

—

Commercial real estate:

​

​

  

​

​

  

​

​

  

​

​

  

​

​

  

​

​

​

​

​

  

​

​

  

1 - 4 family investor

​

​

—

​

​

15

​

​

—

​

​

15

​

​

88,677

​

​

88,692

​

​

—

​

​

922

Multi-family

​

​

—

​

​

—

​

​

—

​

​

—

​

​

15,543

​

​

15,543

​

​

—

​

​

—

Commercial non-residential

​

​

—

​

​

—

​

​

331

​

​

331

​

​

177,710

​

​

178,041

​

​

—

​

​

331

Construction and land

​

​

—

​

​

—

​

​

—

​

​

—

​

​

10,267

​

​

10,267

​

​

—

​

​

—

Commercial

​

​

—

​

​

—

​

​

—

​

​

—

​

​

16,652

​

​

16,652

​

​

—

​

​

—

Consumer

​

​

—

​

​

13

​

​

—

​

​

13

​

​

1,690

​

​

1,703

​

​

—

​

​

105

Total

​

$

99

​

$

44

​

$

1,085

​

$

1,228

​

$

468,880

​

$

470,108

​

$

—

​

$

2,403

​

​

22

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Aged Analysis of Past Due and Non-accrual Loans

​

​

​

​

​

​

​

​

As of June 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Recorded

​

Recorded

​

​

​

​

​

​

​

​

​

​

​

  

​

​

  

​

​

  

​

​

Investment

​

Investment

​

​

30 - 59 Days

​

60 - 89 Days

​

90 Days

​

Total Past

​

​

​

​

Total Loans

​

>90 Days and

​

Loans on

(Dollar amounts in thousands)

 

Past Due

 

Past Due

 

Or Greater

 

Due

 

Current

 

Receivable

 

Accruing

 

Non-Accrual

Residential real estate:

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

1 - 4 family

    

$

153

    

$

539

    

$

162

    

$

854

    

$

127,057

    

$

127,911

    

$

—

    

$

1,221

Home equity and HELOCs

​

​

49

​

​

—

​

​

—

​

​

49

​

​

30,718

​

​

30,767

​

​

—

​

​

426

Construction - residential

​

​

—

​

​

—

​

​

—

​

​

—

​

​

8,802

​

​

8,802

​

​

—

​

​

—

Commercial real estate:

​

​

  

​

​

  

​

​

  

​

​

  

​

​

  

​

​

​

​

​

  

​

​

  

1 - 4 family investor

​

​

85

​

​

930

​

​

—

​

​

1,015

​

​

91,269

​

​

92,284

​

​

—

​

​

1,007

Multi-family

​

​

—

​

​

—

​

​

—

​

​

—

​

​

15,619

​

​

15,619

​

​

—

​

​

194

Commercial non-residential

​

​

60

​

​

—

​

​

337

​

​

397

​

​

158,084

​

​

158,481

​

​

—

​

​

337

Construction and land

​

​

—

​

​

—

​

​

—

​

​

—

​

​

22,687

​

​

22,687

​

​

—

​

​

—

Commercial

​

​

—

​

​

—

​

​

—

​

​

—

​

​

15,090

​

​

15,090

​

​

—

​

​

—

Consumer

​

​

—

​

​

—

​

​

18

​

​

18

​

​

1,902

​

​

1,920

​

​

—

​

​

126

Total

​

$

347

​

$

1,469

​

$

517

​

$

2,333

​

$

471,228

​

$

473,561

​

$

—

​

$

3,311

​

Interest income on non-accrual loans that would have been recorded if these loans had performed in accordance with their terms was approximately $35 thousand, $72 thousand, $54 thousand and $106 thousand during the three and six months ended December 31, 2024 and 2023, respectively.

Concentration of Credit Risk

The Company’s primary business activity as of December 31, 2024 was with customers throughout the Delaware Valley through twelve full-service branch offices located in Bucks and Philadelphia Counties in Pennsylvania, as well as Burlington, Camden, and Mercer Counties in New Jersey.  Accordingly, the Company has extended credit primarily to residential borrowers and commercial entities in this area whose ability to repay their loans is influenced by the region’s economy.

As of December 31, 2024, the Company considered its concentration of credit risk to be acceptable.  As of December 31, 2024, commercial real estate loans secured by retail space totaled approximately $62.7 million, or 13.3% of total loans, and were comprised of $51.9 million of non-owner-occupied properties and $10.8 million of owner-occupied properties.  The Company’s non-owner occupied commercial real estate loans that are secured by retail space have high occupancy rates with longstanding tenants.

Loans with Modified Terms to Borrowers Experiencing Financial Difficulty

During the three and six months ended December 31, 2024 and 2023, there were no loans modified to borrowers experiencing financial difficulty.

​

Note 7 – Premises and Equipment

The components of premises and equipment are as follows as of December 31, 2024 and June 30, 2024:

​

​

​

​

​

​

​

​

​

    

December 31, 

​

June 30, 

(Dollars in thousands)

​

2024

​

2024

Land

​

$

1,441

​

$

1,441

Office buildings and improvements

​

 

7,953

​

 

7,921

Furniture, fixtures and equipment

​

 

2,291

​

 

2,293

Automobiles

​

 

58

​

 

58

​

​

 

11,743

​

 

11,713

​

​

​

​

​

​

​

Accumulated depreciation

​

 

(4,866)

​

 

(4,527)

​

​

$

6,877

​

$

7,186

​

Depreciation expense amounted to $167 thousand and $339 thousand for the three and six months ended December 31, 2024 and $203 thousand and $400 thousand for the three and six months ended December 31, 2023, respectively.  

​

23

Table of Contents

Note 8 – Goodwill and Intangibles

The goodwill and intangible assets arising from acquisitions is accounted for in accordance with the accounting guidance in FASB ASC Topic 350 for Intangibles — Goodwill and Other. The Company recorded goodwill of $4.9 million and core deposit intangibles of $1.4 million in connection with the 2018 acquisition of Audubon Savings Bank. The Company also recorded core deposit intangibles totaling $65 thousand and $197 thousand in connection with the 2020 acquisitions of Fidelity Savings and Loan Association of Bucks County (“Fidelity”) and Washington Savings Bank (“Washington”), respectively. As of December 31, 2024 and June 30, 2024, the other intangibles consisted of $289 thousand and $356 thousand, respectively, of core deposit intangibles, which are amortized over an estimated useful life of ten years.

The Company performs its annual impairment evaluation on June 30 or more frequently if events and circumstances indicate that the fair value of the banking unit is less than its carrying value. During the year ended June 30, 2024, management included considerations of the current economic environment in its evaluation, and determined that it is not more likely than not that the carrying value of goodwill is impaired. No goodwill impairment existed at June 30, 2024. During the three and six months ended December 31, 2024, management considered the current economic environment in its evaluation, and determined based on the totality of its qualitative assessment that it is not more likely than not that the carrying value of goodwill is impaired. No goodwill impairment existed during the three and six months ended December 31, 2024.

Goodwill and other intangibles are summarized as follows for the periods presented:

​

​

​

​

​

​

​

​

​

    

​

​

    

Core Deposit

(Dollars in thousands)

​

Goodwill

​

Intangibles

Balance, June 30, 2024

​

$

4,858

​

$

356

Adjustments:

​

 

  

​

 

  

Additions

​

 

—

​

 

—

Amortization

​

 

—

​

 

(33)

Balance, September 30, 2024

​

$

4,858

​

$

323

Adjustments:

​

 

  

​

 

  

Additions

​

 

—

​

 

—

Amortization

​

 

—

​

 

(34)

Balance, December 31, 2024

​

$

4,858

​

$

289

​

​

​

​

​

​

​

​

​

    

​

​

    

Core Deposit

(Dollars in thousands)

​

Goodwill

​

Intangibles

Balance, June 30, 2023

​

$

4,858

​

$

519

Adjustments:

​

 

  

​

 

  

Additions

​

 

—

​

 

—

Amortization

​

 

—

​

 

(41)

Balance, September 30, 2023

​

$

4,858

​

$

478

Adjustments:

​

 

  

​

 

  

Additions

​

 

—

​

 

—

Amortization

​

 

—

​

 

(41)

Balance, December 31, 2023

​

$

4,858

​

$

437

​

Aggregate amortization expense was $34 thousand and $67 thousand for the three and six months ended December 31, 2024 and $41 thousand and $82 thousand for the three and six months ended December 31, 2023, respectively.

​

​

​

24

Table of Contents

Note 9 – Deposits

Deposits consist of the following major classifications as of December 31, 2024 and June 30, 2024:

​

​

​

​

​

​

​

​

(Dollars in thousands)

​

December 31, 2024

​

June 30, 2024

Non-interest bearing checking

 

$

59,201

 

$

64,627

Interest bearing checking

​

​

130,436

​

​

132,927

Money market accounts

​

​

171,881

​

​

176,422

Savings and club accounts

 

 

78,138

 

 

82,173

Certificates of deposit

 

 

187,780

 

 

173,661

​

 

$

627,436

 

$

629,810

​

Note 10 – Borrowings

The Bank is a member of the Federal Home Loan Bank (“FHLB”) system, which consists of 11 regional Federal Home Loan Banks. The FHLB provides a central credit facility primarily for member institutions. The Bank had a maximum borrowing capacity with the FHLB of Pittsburgh of approximately $279.5 million and $287.3 million at December 31, 2024 and June 30, 2024, respectively. FHLB advances are secured by qualifying assets of the Bank, which include Federal Home Loan Bank stock and loans. The Bank had $405.1 million and $415.9 million of loans pledged as collateral as of December 31, 2024 and June 30, 2024, respectively. The Bank, as a member of the FHLB of Pittsburgh, is required to acquire and hold shares of capital stock in the FHLB of Pittsburgh. The Bank was in compliance with the requirements for the FHLB of Pittsburgh with an investment of $2.0 million and $2.8 million at December 31, 2024 and June 30, 2024, respectively.

Advances from the FHLB of Pittsburgh consisted of $28.0 million and $48.0 million of fixed rate short-term borrowings as of December 31, 2024 and June 30, 2024, respectively.

​

As of December 31, 2024 and June 30, 2024, the Bank had $8.6 million and $8.8 million of loans pledged as collateral to secure a $4.0 million and $3.6 million overnight line of credit from the Federal Reserve Bank, respectively.  There was no outstanding balance for the overnight line of credit from the Federal Reserve Bank as of December 31, 2024 and June 30, 2024. In addition, as of December 31, 2024 and June 30, 2024, the Bank had $10.0 million of available credit from Atlantic Community Bankers Bank to purchase federal funds.

​

​

​

Note 11 – Stock Based Compensation

Stock-based compensation is accounted for in accordance with FASB ASC Topic 718 for Compensation — Stock Compensation. The Company establishes fair value for its equity awards to determine their cost. The Company recognizes the related expense for employees over the appropriate vesting period, or when applicable, service period, using the straight-line method. However, consistent with the guidance, the amount of stock-based compensation recognized at any date must at least equal the portion of the grant date value of the award that is vested at that date. As a result, it may be necessary to recognize the expense using a ratable method.

On May 10, 2022, the shareholders of the Company approved the William Penn Bancorporation 2022 Equity Incentive Plan (the “Plan”). The Plan provides for the issuance of up to 1,769,604 shares (505,601 restricted stock awards and 1,264,003 stock options) of Company common stock.

Under the Plan, the Company has granted 505,600 shares of restricted stock, net of forfeitures, with a weighted average grant date fair value of $11.71 per share. To fund the grant of restricted common stock, the Company issued shares from authorized but unissued shares. Restricted shares granted under the Plan vest in equal installments over a five year period. Compensation expense related to the restricted shares is recognized ratably over the vesting period in an amount which totals the market price of the Company’s stock at the grant date. The expense recognized for the restricted shares for the three and six months ended December 31, 2024 was $298 thousand and $596 thousand, respectively, and $281 thousand and $563 thousand for the three and six months ended December 31, 2023, respectively. The expected future compensation expense related to the 313,989 non-vested restricted shares outstanding at December 31, 2024 was $2.9 million over a weighted average period of 2.52 years. The expected future compensation expense related to the 383,258 non-vested restricted shares outstanding at December 31, 2023 was $3.8 million over a weighted average period of 3.37 years.

​

​

25

Table of Contents

The following is a summary of the Company's restricted stock activity during the six months ended December 31, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted

​

​

Number of

​

Average

Summary of Non-vested Restricted Stock Award Activity

    

Shares

​

Grant Price

Non-vested Restricted Stock Awards outstanding July 1, 2024

​

​

313,989

​

$

11.73

Issued

​

​

—

​

​

—

Vested

​

​

—

​

​

—

Forfeited

​

​

—

​

​

—

Non-vested Restricted Stock Awards outstanding December 31, 2024

​

​

313,989

​

$

11.73

​

The following is a summary of the Company's restricted stock activity during the six months ended December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted

​

​

Number of

​

Average

Summary of Non-vested Restricted Stock Award Activity

    

Shares

​

Grant Price

Non-vested Restricted Stock Awards outstanding July 1, 2023

​

​

383,258

​

$

11.66

Issued

​

​

—

​

​

—

Vested

​

​

—

​

​

—

Forfeited

​

​

—

​

​

—

Non-vested Restricted Stock Awards outstanding December 31, 2023

​

​

383,258

​

$

11.66

​

Under the Plan, the Company granted 1,264,000 stock options, net of forfeitures, with a weighted average grant date fair value of $3.24 per share. Stock options granted under the Plan vest in equal installments over a five year period. Stock options were granted at a weighted average exercise price of $11.71, which represents the fair value of the Company's common stock price on the grant date based on the closing market price, and have an expiration period of 10 years. The fair value of stock options granted was valued using the Black-Scholes option pricing model using the following weighted average assumptions: expected life of 6.5 years, risk-free rate of return of 2.98%, volatility of 24.60%, and a dividend yield of 1.02%. Compensation expense recognized for the stock options for the three and six months ended December 31, 2024 was $206 thousand and $412 thousand, respectively. Compensation expense recognized for the stock options for the three and six months ended December 31, 2023 was $195 thousand and $390 thousand, respectively. The expected future compensation expense related to the 1,264,000 stock options outstanding at December 31, 2024 was $2.0 million over a weighted average period of 2.52 years. The expected future compensation expense related to the 1,197,640 stock options outstanding at December 31, 2023 was $2.6 million over a weighted average period of 3.37 years.

​

The following is a summary of the Company's stock option activity during the six months ended December 31, 2024:

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted

​

​

Number of

​

Exercise Price

Summary of Stock Option Activity

    

Options

​

per Shares

Beginning balance July 1, 2024

​

​

1,264,000

​

$

11.71

Granted

​

​

—

​

​

—

Exercised

​

​

​

​

​

​

Forfeited

​

​

—

​

​

—

Expired

​

​

—

​

​

—

Ending balance December 31, 2024

​

​

1,264,000

​

$

11.71

​

The following is a summary of the Company's stock option activity during the six months ended December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted

​

​

Number of

​

Exercise Price

Summary of Stock Option Activity

    

Options

​

per Shares

Beginning balance July 1, 2023

​

​

1,197,640

​

$

11.66

Granted

​

​

—

​

​

—

Exercised

​

​

—

​

​

—

Forfeited

​

​

—

​

​

—

Expired

​

​

—

​

​

—

Ending balance December 31, 2023

​

​

1,197,640

​

$

11.66

​

26

Table of Contents

The weighted average remaining contractual term was approximately 7.47 years and the aggregate intrinsic value was $401 thousand for options outstanding as of December 31, 2024. As of December 31, 2024, exercisable options totaled 479,056 with a weighted average exercise of price of $11.66 per share, a weighted average remaining contractual term of approximately 7.38 years, and the aggregate intrinsic value was $161 thousand. The weighted average remaining contractual term was approximately 8.38 years and the aggregate intrinsic value was $653 thousand for options outstanding as of December 31, 2023. As of December 31, 2023, exercisable options totaled 239,528 with a weighted average exercise of price of $11.66 per share, a weighted average remaining contractual term of approximately 8.38 years, and the aggregate intrinsic value was $131 thousand.

Note 12 – Commitments and Contingencies

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s Consolidated Statements of Financial Condition.

A summary of the Company's loan commitments is as follows as of December 31, 2024 and June 30, 2024:

​

​

​

​

​

​

​

​

​

    

December 31, 

​

June 30,

(Dollars in thousands)

​

2024

 

2024

Commitments to extend credit

​

$

16,171

​

$

15,676

Unfunded commitments under lines of credit

​

 

65,044

​

 

65,705

Standby letters of credit

​

 

118

​

 

86

​

Commitments to extend credit are agreements to lend to a customer if there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have 90-day fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies, but primarily includes residential and commercial real estate.

As of December 31, 2024 and June 30, 2024, the allowance for credit losses on unfunded lending commitments was $121 thousand and $128 thousand, respectively. The recovery for credit losses on unfunded lending commitments recognized for the three and six months ended December 31, 2024 was $62 thousand and $7 thousand, respectively. The Company did not record a provision for credit losses on unfunded lending commitments for the three and six months ended December 31, 2023.

Periodically, there have been other various claims and lawsuits against the Bank, such as claims to enforce liens, condemnation proceedings on properties in which it holds security interests, claims involving the making and servicing of real property loans and other issues incident to its business. The Bank is not a party to any pending legal proceedings that it believes would have a material adverse effect on its financial condition, results of operations or cash flows.

​

Note 13 - Regulatory Capital Requirements

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

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (described below) of tangible and core capital to total adjusted assets and of total capital to risk-weighted assets.

As of December 31, 2024 and June 30, 2024, the most recent notification from the regulators categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action.

Federal banking agencies have established an optional “community bank leverage ratio” of between 8% to 10% tangible equity to average total consolidated assets for qualifying institutions with assets of less than $10 billion of assets. Institutions with capital meeting the specified requirement and electing to follow the alternative framework would be deemed to comply with the applicable regulatory capital requirements, including the risk-based requirements and would be considered well-capitalized under the prompt corrective action framework.

27

Table of Contents

In April 2020, the Federal banking regulatory agencies modified the original Community Bank Leverage Ratio (CBLR) framework and provided that, as of the second quarter 2020, a banking organization with a leverage ratio of 8 percent or greater and that meets the other existing qualifying criteria may elect to use the community bank leverage ratio framework. The modified rule also states that the community bank leverage ratio requirement will be greater than 8 percent for the second through fourth quarters of calendar year 2020, greater than 8.5 percent for calendar year 2021, and greater than 9 percent thereafter. The transition rule also maintains a two-quarter grace period for a qualifying community banking organization whose leverage ratio falls no more than 100 basis points below the applicable community bank leverage ratio requirement.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CBLR Framework

As of December 31, 2024

​

Actual

​

Requirement

(Dollars in thousands except for ratios)

    

Amount

​

Ratio

​

Amount

​

Ratio

William Penn Bank:

​

​

  

    

  

​

  

  

    

  

  

Tier 1 leverage

​

$

134,541

​

16.66%

​

$

72,688

​

​

9.00%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CBLR Framework

As of June 30, 2024

​

Actual

​

Requirement

(Dollars in thousands except for ratios)

    

Amount

​

Ratio

​

Amount

​

Ratio

William Penn Bank:

​

​

  

    

  

​

  

  

    

  

  

Tier 1 leverage

​

$

134,494

​

16.10%

​

$

75,164

​

​

9.00%

​

​

​

Note 14 – Fair Value of Financial Instruments

The Company follows authoritative guidance under FASB ASC Topic 820 for Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The definition of fair value under ASC 820 is the exchange price. The guidance clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability. The definition focuses on the price that would be received to sell the asset or paid to transfer the liability (an exit price), not the price that would be paid to acquire the asset or received to assume the liability (an entry price). The guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement.

Fair value is based on quoted market prices, when available. If listed prices or quotes are not available, fair value is based on fair value models that use market participant or independently sourced market data which include: discount rate, interest rate yield curves, credit risk, default rates and expected cash flow assumptions. In addition, valuation adjustments may be made in the determination of fair value. These fair value adjustments may include amounts to reflect counter party credit quality, creditworthiness, liquidity, and other unobservable inputs that are applied consistently over time. These adjustments are estimated and, therefore, subject to significant management judgment, and at times, may be necessary to mitigate the possibility of error or revision in the model-based estimate of the fair value provided by the model. The methods described above may produce fair value calculations that may not be indicative of the net realizable value. While the Company believes its valuation methods are consistent with other financial institutions, the use of different methods or assumptions to determine fair values could result in different estimates of fair value. FASB ASC Topic 820 for Fair Value Measurements and Disclosures describes three levels of inputs that may be used to measure fair value:

Level 1:

Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level 2:

Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

Level 3:

Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

The following table presents the assets required to be measured and reported on a recurring basis on the Company’s Consolidated Statements of Financial Condition at their fair value as of December 31, 2024 and June 30, 2024, by level within the fair value hierarchy.

28

Table of Contents

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

December 31, 2024

(Dollars in thousands)

    

Level I

​

Level II

​

Level III

​

Total

Assets:

 

​

  

 

​

  

 

​

  

 

​

  

Investments available for sale:

    

​

  

    

​

  

    

​

  

    

​

  

Mortgage-backed securities

​

$

—

​

$

89,820

​

$

—

​

$

89,820

U.S. agency collateralized mortgage obligations

​

​

—

​

​

6,940

​

​

—

​

​

6,940

U.S. government agency securities

​

​

—

​

​

538

​

​

—

​

​

538

Municipal bonds

​

​

—

​

​

14,915

​

​

—

​

​

14,915

Corporate bonds

​

​

—

​

​

32,876

​

​

—

​

​

32,876

Equity securities

​

​

2,297

​

​

—

​

​

—

​

​

2,297

Total Assets

​

$

2,297

​

$

145,089

​

$

—

​

$

147,386

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

June 30, 2024

(Dollars in thousands)

    

Level I

​

Level II

​

Level III

​

Total

Assets:

 

​

  

 

​

  

 

​

  

 

​

  

Investments available for sale:

    

​

  

    

​

  

    

​

  

    

​

  

Mortgage-backed securities

​

$

—

​

$

95,125

​

$

—

​

$

95,125

U.S. agency collateralized mortgage obligations

​

 

—

​

​

7,200

​

 

—

​

 

7,200

U.S. government agency securities

​

 

—

​

 

693

​

 

—

​

 

693

Municipal bonds

​

 

—

​

​

14,969

​

 

—

​

 

14,969

Corporate bonds

​

 

—

​

​

32,768

​

 

—

​

 

32,768

Equity securities

​

​

2,016

​

​

—

​

​

—

​

​

2,016

Total Assets

​

$

2,016

​

$

150,755

​

$

—

​

$

152,771

​

​

Assets and Liabilities Measured on a Non-Recurring Basis

Certain assets and liabilities may be required to be measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition. Generally, nonrecurring valuation is the result of the application of other accounting pronouncements which require assets and liabilities to be assessed for impairment or recorded at the lower of cost or fair value.

Loans individually evaluated for impairment are generally measured for impairment using the fair value of the collateral supporting the loan. Evaluating the collateral for these loans is based on Level 3 inputs utilizing outside appraisals adjusted by management for sales costs and other assumptions regarding market conditions to arrive at fair value. As of December 31, 2024 and June 30, 2024, the Company charged-off the collateral deficiency on loans evaluated individually for impairment. As a result, there were no specific reserves on loans evaluated individually for impairment as of December 31, 2024 and June 30, 2024.

Other real estate owned (OREO) is measured at fair value, based on appraisals 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 OREO.

As of December 31, 2024 and June 30, 2024, there were no assets required to be measured and reported at fair value on a non-recurring basis.  

​

Management uses its best judgment in estimating the fair value of the Company's financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year-ends and have not been reevaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year-end.

The following information should not be interpreted as an estimate of the fair value of the entire company since a fair value calculation is only provided for a limited portion of the Company's assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company's disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments.

29

Table of Contents

Cash and Due from Banks and Interest-Bearing Time Deposits

The carrying amounts of cash and amounts due from banks and interest-bearing time deposits approximate their fair value due to the relatively short time between origination of the instrument and its expected realization.

Securities Available for Sale and Held to Maturity

The fair value of investment and mortgage-backed securities is equal to the available quoted market price. If no quoted market price is available, fair value is estimated using the quoted market price for similar securities.

Equity Securities

The fair value of equity securities is equal to the available quoted market price.

Loans Receivable

The fair value is estimated by discounting future cash flows using current market inputs at which loans with similar terms are adjusted for liquidity and credit risk.

Regulatory Stock

The carrying amount of Federal Home Loan Bank stock approximates fair value because Federal Home Loan Bank stock can only be redeemed or sold at par value and only to the respective issuing government supported institution or to another member institution.

Bank-Owned Life Insurance

The Company reports bank-owned life insurance on its Consolidated Statements of Financial Condition at the cash surrender value.  The carrying amount of bank-owned life insurance approximates fair value because the fair value of bank-owned life insurance is equal to the cash surrender value of the life insurance policies.

Accrued Interest Receivable and Payable

The carrying amount of accrued interest receivable and payable approximates fair value.

Deposits

Fair values for demand deposits, NOW accounts, savings and club accounts, and money market deposits are, by definition, equal to the amount payable on demand at the reporting date as these products have no stated maturity. Fair values of fixed-maturity certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates currently being offered on similar instruments with similar maturities.

Advances from Federal Home Loan Bank

Fair value of advances from Federal Home Loan Bank is estimated using discounted cash flow analyses, based on rates currently available to the Company for advances from Federal Home Loan Bank with similar terms and remaining maturities.

Off-Balance Sheet Financial Instruments

Fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, considering market interest rates, the remaining terms and present credit worthiness of the counterparties.

In accordance with FASB ASC Topic 825 for Financial Instruments, Disclosures about Fair Value of Financial Instruments, the Company is required to disclose the fair value of financial instruments. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a distressed sale. Fair value is best determined using observable market prices; however, for many of the Company’s financial instruments, no quoted market prices are readily available. In instances where quoted market prices are not readily available, fair value is determined using present value or other techniques appropriate for the particular instrument. These techniques involve some degree of judgment, and as a result, are not necessarily indicative of the amounts the Company would realize in a current market exchange.

30

Table of Contents

Different assumptions or estimation techniques may have a material effect on the estimated fair value.

The following tables set forth the carrying value of financial assets and liabilities and the fair value for certain financial instruments that are not required to be measured or reported at fair value on the Consolidated Statements of Financial Condition for the periods indicated.  The tables below exclude financial instruments for which the carrying amount approximates fair value.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Fair Value Measurements at December 31, 2024

​

​

​

​

​

​

​

​

Quoted Prices

​

Significant

​

Significant

​

​

​

​

​

​

​

​

in Active Markets

​

Other Observable

​

Unobservable

​

​

Carrying

​

Fair

​

for Identical Assets

​

Inputs

​

Inputs

(Dollars in thousands)

​

Amount

    

Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

Financial instruments - assets:

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

Loans receivable, net

​

$

467,510

​

$

438,764

​

$

—

​

$

—

​

$

438,764

Securities held to maturity

​

​

85,098

​

​

68,316

​

​

—

​

​

68,316

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Financial instruments - liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Certificates of deposit

​

 

187,780

​

 

186,718

​

 

—

​

 

—

​

 

186,718

Advances from Federal Home Loan Bank

​

 

28,000

​

 

28,000

​

 

—

​

 

—

​

 

28,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Off-balance sheet financial instruments

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Fair Value Measurements at June 30, 2024

​

​

​

​

​

​

​

​

Quoted Prices

​

Significant

​

Significant

​

​

​

​

​

​

​

​

in Active Markets

​

Other Observable

​

Unobservable

​

​

Carrying

​

Fair

​

for Identical Assets

​

Inputs

​

Inputs

(Dollars in thousands)

    

Amount

    

Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

Financial instruments - assets:

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

Loans receivable, net

​

$

470,572

​

$

439,118

​

$

—

​

$

—

​

$

439,118

Securities held to maturity

​

​

93,056

​

​

76,827

​

​

—

​

​

76,827

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Financial instruments - liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Certificates of deposit

​

 

173,661

​

 

171,613

​

 

—

​

 

—

​

 

171,613

Advances from Federal Home Loan Bank

​

 

48,000

​

 

48,000

​

 

—

​

 

—

​

 

48,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Off-balance sheet financial instruments

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

​

​

​

Note 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. Substantially all of the leases in which the Company is the lessee include real estate property for branches and office space with terms extending through 2043. Topic 842 requires the Company to recognize a right-of-use (“ROU”) asset and corresponding lease liability for each of its operating leases. The operating lease ROU asset was $9.8 million and $8.3 million as of December 31, 2024 and June 30, 2024, respectively, and the operating lease liability was $10.1 million and $8.6 million as of December 31, 2024 and June 30, 2024, respectively. The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months of less), or equipment leases (deemed immaterial) on the Consolidated Statements of Financial Condition.

The calculated amount of the ROU assets and lease liabilities 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.

​

31

Table of Contents

​

​

​

​

​

    

December 31, 

 

​

​

2024

 

Weighted average remaining lease term

 

  

​

Operating leases

 

16.2

years

Weighted average discount rate

 

​

​

Operating leases

 

3.30

%

​

​

​

​

​

​

    

June 30, 

 

​

​

2024

 

Weighted average remaining lease term

 

  

​

Operating leases

 

15.8

years

Weighted average discount rate

 

​

​

Operating leases

 

2.92

%

​

The Company recorded $260 thousand and $482 thousand of net lease costs during the three and six months ended December 31, 2024, respectively, and $224 thousand and $446 thousand of net lease costs during the three and six months ended December 31, 2023, respectively.  Future minimum payments for operating leases with initial or remaining terms of one year or more as of June 30, 2024 were as follows:

​

​

​

​

​

​

    

December 31, 

​

​

2024

​

​

Operating

(in thousands)

​

Leases

For the twelve months ended December 31,

 

​

  

2025

​

$

835

2026

​

 

743

2027

​

 

762

2028

​

 

776

2029

​

 

790

Thereafter

​

 

9,403

Total future minimum lease payments

​

$

13,309

Amounts representing interest

​

 

(3,247)

Present value of net future minimum lease payments

​

$

10,062

​

​

​

Note 16 – Subsequent Events

​

On January 15, 2025, the Company declared a cash dividend of $0.03 per share, payable on February 6, 2025, to common shareholders of record at the close of business on January 27, 2025.

​

​

​

​

​

32

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Statements contained in this report that are not historical facts may constitute forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended), which involve significant risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by the use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “plan,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain and actual results may differ from those predicted. The Company undertakes no obligation to update these forward-looking statements in the future.

The Company cautions readers of this report that a number of important factors could cause the Company’s actual results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from those predicted and could affect the future prospects of the Company include, but are not limited to: (i) general economic conditions, either nationally or in our market area, that are worse than expected; (ii) changes in the interest rate environment that reduce our interest margins, reduce the fair value of financial instruments or reduce the demand for our loan products; (iii) increased competitive pressures among financial services companies; (iv) changes in consumer spending, borrowing and savings habits; (v) changes in the quality and composition of our loan or investment portfolios; (vi) changes in future allowance for credit losses, including changes required under relevant accounting and regulatory requirements; (vii) the ability to pay future dividends; (viii) changes in real estate market values in our market area; (ix) decreased demand for loan products, deposit flows, competition, or decreased demand for financial services in our market area; (x) major catastrophes such as earthquakes, floods or other natural or human disasters and infectious disease outbreaks, the related disruption of any of these events to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers and other constituencies; (xi) legislative or regulatory changes that adversely affect our business or changes in the monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; (xii) technological changes that may be more difficult or expensive than expected; (xiii) success or consummation of new business initiatives may be more difficult or expensive than expected; (xiv) our ability to successfully execute our business plan and strategies and integrate the business operations of acquired businesses into our business operations (xv) our ability to manage market risk, credit risk and operational risk in the current economic environment; (xvi) adverse changes in the securities markets; (xvii) the inability of third party service providers to perform; (xviii) changes in accounting policies and practices, as may be adopted by bank regulatory agencies or the Financial Accounting Standards Board; and (xix) the impact of failures or disruptions in or breaches of the Company’s operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns.

The following factors relating to the Merger and the Merger Agreement, among others, could also cause our financial performance to differ materially from that expressed in forward-looking statements: (i) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; (ii)  the ability to obtain regulatory approvals and satisfy other closing conditions to the Merger, including approval by shareholders of Mid Penn and the Company; (iii) the outcome of any legal proceedings that may be instituted against Mid Penn or the Company in connection with the Merger or the transactions contemplated by the Merger Agreement; (iv) the possibility that the Merger may be more expensive to complete than anticipated; (v) diversion of management’s attention from ongoing business operations and opportunities; and (vi) potential adverse reactions or changes to business or employee relationships resulting from the announcement or completion of the Merger.

Critical Accounting Policies

We consider accounting policies involving significant judgments and assumptions by management 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 these accounting policies to be our critical accounting policies. The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Actual results could differ from these judgments and estimates under different conditions, resulting in a change that could have a material impact on the carrying values of our assets and liabilities and our results of operations.

33

Table of Contents

Allowance for Credit Losses

We consider the allowance for credit losses to be a critical accounting policy. Note 2 to the Company’s Consolidated Financial Statements for the period ended December 31, 2024 discusses significant accounting policies, including the allowance for credit losses.  Although we believe that we use the best information available to establish the allowance for credit losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Securities, as an integral part of their examination process, periodically review our allowance for credit losses.

Our financial results are affected by the changes in and the level of the allowance for credit losses. This process involves our analysis of complex internal and external variables, and it requires that we exercise judgment to estimate an appropriate allowance for credit losses. As a result of the uncertainty associated with this subjectivity, we cannot assure the precision of the amount reserved, should we experience sizeable loan losses in any particular period. For example, changes in the financial condition of individual borrowers, economic conditions, or the condition of various markets in which collateral may be sold could require us to significantly decrease or increase the level of the allowance for credit losses. Such an adjustment could materially affect net income as a result of the change in provision for credit losses. We also have approximately $2.4 million as of December 31, 2024 in non-performing assets consisting of non-performing loans. Most of these assets are collateral dependent loans where we have incurred credit losses to write the assets down to their current appraised value less selling costs. We continue to assess the collectability of these loans and update our appraisals on these loans each year. To the extent the property values continue to decline, there could be additional losses incurred on these non-performing loans which may be material. In recent periods, we experienced strong asset quality metrics including low levels of delinquencies, net charge-offs and non-performing assets. Management considered market conditions in deriving the estimated allowance for credit losses; however, given the continued economic difficulties, the ultimate amount of loss could vary from that estimate.

Goodwill

The acquisition method of accounting for business combinations requires us to record assets acquired, liabilities assumed, and consideration paid at their estimated fair values as of the acquisition date. The excess of consideration paid (or the fair value of the equity of the acquiree) over the fair value of net assets acquired represents goodwill. Goodwill totaled $4.9 million at December 31, 2024. Goodwill and other indefinite lived intangible assets are not amortized on a recurring basis, but rather are subject to periodic impairment testing. The provisions of Accounting Standards Codification (“ASC”) Topic 350 allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.

During the three and six months ended December 31, 2024, management considered the then current economic environment in its evaluation, and determined, based on the totality of its qualitative assessment, that it is not more likely than not that the carrying value of goodwill is impaired. No goodwill impairment existed during the three and six months ended December 31, 2024.

Income Taxes

We are subject to the income tax laws of the various jurisdictions where we conduct business and estimate income tax expense based on amounts expected to be owed to these various tax jurisdictions. The estimated income tax expense (benefit) is reported in the Consolidated Statements of Income. The evaluation pertaining to the tax expense and related tax asset and liability balances involves a high degree of judgment and subjectivity around the ultimate measurement and resolution of these matters.

Accrued taxes represent the net estimated amount due to or to be received from tax jurisdictions either currently or in the future and are reported in other assets on our Consolidated Statements of Financial Condition. We assess the appropriate tax treatment of transactions and filing positions after considering statutes, regulations, judicial precedent and other pertinent information and maintain tax accruals consistent with our evaluation. Changes in the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws, the status of examinations by the authorities and newly issued or enacted statutory, judicial and regulatory guidance that could impact the relative merits of tax positions. These changes, when they occur, impact accrued taxes and can materially affect our operating results. We regularly evaluate our uncertain tax positions and estimate the appropriate level of reserves related to each of these positions.

As of December 31, 2024, we had net deferred tax assets totaling $9.2 million. 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 carrying amounts of existing assets and liabilities and their respective tax bases. If currently available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. 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.

34

Table of Contents

We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax assets and liabilities. These judgments require us to make projections of future taxable income. Management believes, based upon current facts, that it is more likely than not that there will be sufficient taxable income in future years to realize the deferred tax assets. The judgments and estimates we make in determining our deferred tax assets are inherently subjective and are reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. A valuation allowance that results in additional income tax expense in the period in which it is recognized would negatively affect earnings. Our net deferred tax assets were determined based on the current enacted federal tax rate of 21%. Any possible future reduction in federal tax rates, would reduce the value of our net deferred tax assets and result in immediate write-down of the net deferred tax assets though our statement of operations, the effect of which would be material.

Comparison of Financial Condition at December 31, 2024 and June 30, 2024

Summary.  Total assets decreased $22.3 million, or 2.7%, to $796.4 million at December 31, 2024, from $818.7 million at June 30, 2024, primarily due to a $13.3 million decrease in investments, a $4.2 million decrease in cash and cash equivalents and a $3.1 million decrease in net loans.

Cash and cash equivalents decreased $4.2 million, or 20.7%, to $16.0 million at December 31, 2024, from $20.2 million at June 30, 2024.  The decrease in cash and cash equivalents was primarily due to a $20.0 million decrease in advances from the Federal Home Loan Bank (“FHLB”) of Pittsburgh, a $2.4 million decrease in deposits and the repurchase of $1.6 million of shares of stock under previously announced repurchase programs, partially offset by $15.6 million of investment paydowns and a $3.1 million decrease in net loans.

​

Investments.  Total investments decreased $13.3 million, or 5.4%, to $232.5 million at December 31, 2024, from $245.8 million at June 30, 2024.  The decrease in investments was primarily due to the maturity and principal paydowns of securities included in the available for sale and held to maturity portfolios, partially offset by a $2.0 million decrease in the gross unrealized loss on available for sale securities.  The unrealized loss on available for sale securities is due to current interest rate levels relative to the Company’s cost and not credit quality.  The Company remains focused on maintaining a high-quality investment portfolio that provides a steady stream of cash flows both in the current and in rising interest rate environments.

​

Loans.  Net loans decreased $3.1 million, or 0.7%, to $467.5 million at December 31, 2024, from $470.6 million at June 30, 2024.  The Company maintains conservative lending practices and credit pricing discipline and is focused on lending to borrowers with high credit quality within its market footprint.

Deposits.  Deposits decreased $2.4 million, or 0.4%, to $627.4 million at December 31, 2024, from $629.8 million at June 30, 2024.  During the six months ended December 31, 2024, we experienced a $4.5 million decrease in money market accounts, a $4.4 million decrease in non-interest bearing checking accounts, a $4.0 million decrease in savings accounts and a $2.5 million decrease in interest bearing checking accounts, partially offset by a $14.1 million increase in time deposit accounts.

Borrowings.  Borrowings decreased $20.0 million, or 41.7%, to $28.0 million at December 31, 2024, from $48.0 million at June 30, 2024.  During the six months ended December 31, 2024, the Company used cash received from investment paydowns to pay off a portion of the Company’s borrowings.

Stockholders’ Equity.  Stockholders’ equity decreased $400 thousand, or 0.3%, to $124.2 million at December 31, 2024, from $124.6 million at June 30, 2024. The decrease in stockholders’ equity was primarily due to the repurchase of 135,683 shares at a total cost of $1.6 million, or $11.86 per share, under the Company’s previously announced stock repurchase programs, the $1.0 million net loss recorded during the six months ended December 31, 2024 and the payment of two $0.03 per share quarterly cash dividends totaling $508 thousand.  These decreases to stockholders’ equity were partially offset by a $1.5 million decrease in the accumulated other comprehensive loss component of equity related to the unrealized loss on available for sale securities.

​

Book value per share measured $13.49 as of December 31, 2024 compared to $13.33 as of June 30, 2024, and tangible book value per share(2) measured $12.93 as of December 31, 2024 compared to $12.78 as of June 30, 2024.  Tangible book value per share is a non-GAAP financial measure that excludes goodwill and other intangible assets. Please refer to the “Non-GAAP Financial Information” section below for a reconciliation of tangible book value per share to book value per share.

​

35

Table of Contents

As previously announced, the Company’s Board of Directors had authorized seven stock repurchase programs to acquire up to 6,433,769 shares of the Company’s outstanding shares. As of December 31, 2024, the Company completed its share repurchase programs and repurchased a total of 6,433,769 shares under these repurchase programs at a total cost of $75.3 million, or $11.70 per share.  

​

Results of Operations for the Three Months Ended December 31, 2024 and 2023

Summary

The following table sets forth the income summary for the periods indicated:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended December 31, 

​

​

    

​

​

    

​

​

    

Change Fiscal 2024/2023

​

(Dollars in thousands)

 

2024

 

2023

​

$

 

%

​

Net interest income

​

$

4,056

​

$

4,211

​

$

(155)

​

​

(3.68)

%

Provision for credit losses

​

​

14

​

 

25

​

 

(11)

 

​

(44.00)

​

Non-interest income

​

​

975

​

 

828

​

 

147

 

​

17.75

​

Non-interest expenses

​

​

6,182

​

 

5,071

​

 

1,111

 

​

21.91

​

Income tax benefit

​

​

(177)

​

 

(68)

​

 

(109)

 

​

160.29

​

Net (loss) income

​

$

(988)

​

$

11

​

$

(999)

 

​

(9,081.82)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(Loss) return on average assets (annualized)

​

 

(0.50)

%  

​

0.01

%

​

​

​

​

​

​

Core (loss) return on average assets(1) (non-GAAP) (annualized)

​

​

(0.37)

​

​

(0.08)

​

​

​

​

​

​

​

(Loss) return on average equity (annualized)

​

 

(3.15)

​

 

0.04

​

​

​

​

​

​

​

Core (loss) return on average equity(1) (non-GAAP) (annualized)

​

​

(2.37)

​

​

(0.54)

​

​

​

​

​

​

​
(1) Core (loss) return on average assets and core (loss) return on average equity are non-GAAP financial measures. Please refer to the “Non-GAAP Financial Information” section below for a reconciliation of core (loss) return on average assets to (loss) return on average assets and core (loss) return on average equity to (loss) return on average equity.

General

The Company recorded a $988 thousand net loss, or $(0.12) per basic and diluted share, for the three months ended December 31, 2024, compared to net income of $11 thousand, or $0.00 per basic and diluted share, for the three months ended December 31, 2023.  The net loss for the three months ended December 31, 2024 includes $731 thousand of professional fees associated with the pending merger with Mid Penn Bancorp, Inc.  The Company recorded a core net loss of $743 thousand, or $(0.09) per basic and diluted share, for the three months ended December 31, 2024, compared to a core net loss of $168 thousand, or $(0.02) per basic and diluted share, for the three months ended December 31, 2023.  Core net loss is a non-GAAP financial measure that excludes certain pre-tax adjustments and the tax impact of such adjustments, and income tax benefit adjustments.  Please refer to the “Non-GAAP Financial Information” section below for a reconciliation of core net loss to net income (loss).

​

Net Interest Income

​

For the three months ended December 31, 2024, net interest income was $4.1 million, a decrease of $155 thousand, or 3.7%, from the three months ended December 31, 2023.  The decrease in net interest income was primarily due to a decrease in interest income on investment securities. The net interest margin measured 2.27% for the three months ended December 31, 2024, compared to 2.28% for the three months ended December 31, 2023.  The one basis point decrease in the net interest margin during the three months ended December 31, 2024, compared to the same period in 2023, was primarily due to a decrease in the average balance of investment securities, partially offset by a decrease in the average balance of borrowings.

​

Provision for Credit Losses

​

During the three months ended December 31, 2024, we recorded a $14 thousand provision for credit losses primarily due to an increase in total loans. During the three months ended December 31, 2023, we recorded a $25 thousand provision for credit losses primarily due to an increase in delinquent home equity loans and home equity lines of credit. Our allowance for credit losses totaled $2.6 million, or 0.55% of total loans, as of December 31, 2024, compared to $3.0 million, or 0.63% of total loans, as of June 30, 2024. Our total credit losses coverage ratio, including $2.0 million of fair value marks on acquired loans and the $2.5 million allowance for credit losses, was 0.98% as of December 31, 2024 compared to 1.08% as of June 30, 2024, including $2.2 million of fair value marks on acquired loans and the $3.0 million allowance for credit losses. Based on a review of the loans that were in the loan portfolio at December 31, 2024, management believes that the allowance is maintained at a level that represents its best estimate of lifetime credit losses.

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Table of Contents

Total credit losses coverage ratio is a non-GAAP financial measure that includes the fair value mark on acquired loans. Please refer to the “Non-GAAP Financial Information” section below for a reconciliation of total credit losses coverage ratio to allowance for credit losses coverage ratio.

​

Management uses available information to establish the appropriate level of the allowance for credit losses. Future additions or reductions to the allowance may be necessary based on estimates that are susceptible to change as a result of changes in economic conditions and other factors. As a result, our allowance for credit losses may not be sufficient to cover actual loan losses, and future provisions for credit losses could materially adversely affect our operating results. In addition, various bank regulatory agencies, as an integral part of their examination process, periodically review our allowance for credit losses.

​

Non-Interest Income

The following table sets forth a summary of non-interest income for the periods indicated:

​

​

​

​

​

​

​

​

​

Three Months Ended December 31, 

(Dollars in thousands)

    

2024

    

2023

Service fees

​

$

221

​

$

225

Net gain on sale of securities

​

 

—

​

 

85

Earnings on bank-owned life insurance

​

​

333

​

​

309

Net gain on disposition of premises and equipment

​

​

211

​

​

—

Unrealized gain on equity securities

​

​

202

​

​

148

Other

​

 

8

​

 

61

Total

​

$

975

​

$

828

​

For the three months ended December 31, 2024, non-interest income totaled $975 thousand, an increase of $147 thousand, or 17.8%, from the three months ended December 31, 2023.  The increase was primarily due to a $211 thousand net gain on the disposition of fixed assets associated with the sale of two bank-owned buildings during the three months ended December 31, 2024.

​

Non-Interest Expense

​

The following table sets forth an analysis of non-interest expense for the periods indicated:

​

​

​

​

​

​

​

​

​

​

Three Months Ended December 31, 

(Dollars in thousands)

    

2024

    

2023

Salaries and employee benefits

​

$

3,223

​

$

2,861

Occupancy and equipment

​

 

713

​

 

728

Data processing

​

 

519

​

 

504

Professional fees

​

 

193

​

 

192

Amortization of intangible assets

​

 

34

​

 

41

Merger related expenses

​

​

731

​

​

—

Other

​

 

769

​

 

745

Total

​

$

6,182

​

$

5,071

​

For the three months ended December 31, 2024, non-interest expense totaled $6.2 million, an increase of $1.1 million, or 21.9%, from the three months ended December 31, 2023.  The increase in non-interest expense was primarily due to $731 thousand of professional fees associated with the previously mentioned pending merger with Mid Penn Bancorp, Inc. recorded during the three months ended December 31, 2024, as well as a $362 thousand increase in salaries and employee benefits primarily due to annual merit increases.

​

Income Taxes

​

For the three months ended December 31, 2024, the Company recorded a $177 thousand income tax benefit, reflecting an effective tax rate of (15.2)%, compared to a $68 thousand income tax benefit, reflecting an effective tax rate of (119.3)%, for the same period in 2023.  The income tax benefit recorded during these periods was primarily due to the $333 thousand and $309 thousand of federal tax-exempt income recorded on bank-owned life insurance during the three months ended December 31, 2024 and 2023, respectively.

​

​

​

37

Table of Contents

Results of Operations for the Six Months Ended December 31, 2024 and 2023

Summary

The following table sets forth the income summary for the periods indicated:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Six Months Ended December 31, 

​

​

    

​

​

    

​

​

    

Change 2024/2023

​

(Dollars in thousands)

 

2024

 

2023

​

$

 

%

​

Net interest income

​

$

8,197

​

$

8,955

​

$

(758)

​

​

(8.46)

%

(Recovery) provision for credit losses

​

​

(381)

​

 

30

​

 

(411)

 

​

(1,370.00)

​

Non-interest income

​

​

1,625

​

 

1,478

​

 

147

 

​

9.95

​

Non-interest expenses

​

​

11,505

​

 

10,296

​

 

1,209

 

​

11.74

​

Income tax benefit

​

​

(293)

​

 

(83)

​

 

(210)

 

​

253.01

​

Net (loss) income

​

$

(1,009)

​

$

190

​

$

(1,199)

 

​

(631.05)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(Loss) return on average assets

​

​

(0.25)

%

 

0.05

%  

​

​

​

​

​

​

Core (loss) return on average assets(1) (non-GAAP)

​

 

(0.19)

​

 

(0.01)

​

​

​

​

​

​

​

(Loss) return on average equity

​

 

(1.61)

​

 

0.27

​

​

​

​

​

​

​

Core (loss) return on average equity(1) (non-GAAP)

​

​

(1.19)

​

​

(0.07)

​

​

​

​

​

​

​
(2) Core (loss) return on average assets and core (loss) return on average equity are non-GAAP financial measures. Please refer to the “Non-GAAP Financial Information” section below for a reconciliation of core (loss) return on average assets to (loss) return on average assets and core (loss) return on average equity to (loss) return on average equity.

General

The Company recorded a net loss of $1.0 million, or $(0.12) per basic and diluted share, for the six months ended December 31, 2024, compared to net income of $190 thousand, or $0.02 per basic and diluted share, for the six months ended December 31, 2023.  The net loss for the six months ended December 31, 2024 includes $836 thousand of professional fees associated with the pending merger with Mid Penn Bancorp, Inc.  The Company recorded a core net loss of $744 thousand, or $(0.09) per basic and diluted share, for the six months ended December 31, 2024, compared to a core net loss of $46 thousand, or $(0.00) per basic and diluted share, for the six months ended December 31, 2023.  Core net loss is a non-GAAP financial measure that excludes certain pre-tax adjustments and the tax impact of such adjustments, and income tax benefit adjustments.  Please refer to the “Non-GAAP Financial Information” section below for a reconciliation of core net loss to net income (loss).

​

Net Interest Income

​

For the six months ended December 31, 2024, net interest income was $8.2 million, a decrease of $758 thousand, or 8.5%, from the six months ended December 31, 2023.  The decrease in net interest income was primarily due to an increase in interest expense on deposits, partially offset by an increase in interest income on loans. The net interest margin measured 2.28% for the six months ended December 31, 2024, compared to 2.40% for the six months ended December 31, 2023.  The decrease in the net interest margin during the six months ended December 31, 2024, compared to the same period in 2023, was primarily due to the rise in interest rates that caused an increase in the cost of deposits that exceeded the increase in interest income on loans.

​

Provision for Credit Losses

​

During the six months ended December 31, 2024, we recorded a $381 thousand recovery for credit losses primarily due to a decrease in delinquent loans, as well as consistently low levels of net charge-offs, strong asset quality metrics and continued conservative lending practices.  During the six months ended December 31, 2023, we recorded a $30 thousand provision for credit losses primarily due to an increase in delinquent home equity loans and home equity lines of credit, partially offset by a decrease in the outstanding balance of our total loan portfolio.  Our allowance for credit losses totaled $2.6 million, or 0.55% of total loans, as of December 31, 2024, compared to $3.0 million, or 0.63% of total loans, as of June 30, 2024.  Our total credit losses coverage ratio, including $2.0 million of fair value marks on acquired loans and the $2.5 million allowance for credit losses, was 0.98% as of December 31, 2024 compared to 1.08% as of June 30, 2024, including $2.2 million of fair value marks on acquired loans and the $3.0 million allowance for credit losses.  Based on a review of the loans that were in the loan portfolio at December 31, 2024, management believes that the allowance is maintained at a level that represents its best estimate of lifetime credit losses.  Total credit losses coverage ratio is a non-GAAP financial measure that

38

Table of Contents

includes the fair value mark on acquired loans.  Please refer to the “Non-GAAP Financial Information” section below for a reconciliation of total credit losses coverage ratio to allowance for credit losses coverage ratio.

​

Management uses available information to establish the appropriate level of the allowance for credit losses. Future additions or reductions to the allowance may be necessary based on estimates that are susceptible to change as a result of changes in economic conditions and other factors. As a result, our allowance for credit losses may not be sufficient to cover actual loan losses, and future provisions for credit losses could materially adversely affect our operating results. In addition, various bank regulatory agencies, as an integral part of their examination process, periodically review our allowance for credit losses.

​

Non-Interest Income

The following table sets forth a summary of non-interest income for the periods indicated:

​

​

​

​

​

​

​

​

​

​

Six Months Ended December 31, 

(Dollars in thousands)

    

2024

    

2023

Service fees

​

$

432

​

$

440

Net gain on sale of securities

​

 

—

​

 

85

Earnings on bank-owned life insurance

​

​

662

​

​

603

Net gain on disposition of premises and equipment

​

​

211

​

​

—

Unrealized gain on equity securities

​

​

281

​

​

221

Other

​

 

39

​

 

129

Total

​

$

1,625

​

$

1,478

​

For the six months ended December 31, 2024, non-interest income totaled $1.6 million, an increase of $147 thousand, or 9.9%, from the six months ended December 31, 2023.  The increase was primarily due to a $211 thousand net gain on the disposition of fixed assets associated with the sale of two bank-owned buildings during the three months ended December 31, 2024.

​

Non-Interest Expense

​

The following table sets forth an analysis of non-interest expense for the periods indicated:

​

​

​

​

​

​

​

​

​

​

Six Months Ended December 31, 

(Dollars in thousands)

​

2024

    

2023

Salaries and employee benefits

​

$

6,182

​

$

5,796

Occupancy and equipment

​

 

1,419

​

​

1,488

Data processing

​

 

1,025

​

​

998

Professional fees

​

 

416

​

​

402

Amortization of intangible assets

​

 

67

​

​

82

Merger related expenses

​

​

836

​

​

—

Other

​

 

1,560

​

​

1,530

Total

​

$

11,505

​

$

10,296

​

For the six months ended December 31, 2024, non-interest expense totaled $11.5 million, an increase of $1.2 million, or 11.7%, from the six months ended December 31, 2023.  The increase in non-interest expense was primarily due to $836 thousand of professional fees associated with the previously mentioned pending merger with Mid Penn Bancorp, Inc. recorded during the six months ended December 31, 2024, as well as a $386 thousand increase in salaries and employee benefits primarily due to annual merit increases.

​

Income Taxes

​

For the six months ended December 31, 2024, the Company recorded a $293 thousand income tax benefit, reflecting an effective tax rate of (22.5)%, compared to an $83 thousand income tax benefit, reflecting an effective tax rate of (77.6)%, for the same period in 2023.  The income tax benefit recorded during these periods was primarily due to the $662 thousand and $603 thousand of federal tax-exempt income recorded on bank-owned life insurance during the six months ended December 31, 2024 and 2023, respectively.

​

39

Table of Contents

Asset Quality

Asset quality metrics remain strong with non-performing assets to total assets decreasing to 0.30% as of December 31, 2024 from 0.40% as of June 30, 2024.  Total nonperforming loans consisted of 22 loans to 19 unrelated borrowers at December 31, 2024, as compared to 30 loans to 27 unrelated borrowers at June 30, 2024.  Interest income related to non-performing loans would have been approximately $72 thousand during the six months ended December 31, 2024 if these loans had performed in accordance with their terms during the period rather than having been on non-accrual.

There are circumstances when foreclosure and liquidations are the remedy pursued. However, from time to time, as part of our loss mitigation strategy, we may renegotiate the loan terms (i.e., interest rate, structure, repayment term, etc.) based on the economic or legal reasons related to the borrower’s financial difficulties.  We had no loans modified to borrowers experiencing financial difficulty during the six months ended December 31, 2024.

​

40

Table of Contents

Average Balances and Yields

The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average daily balances of assets or liabilities, respectively, for the periods presented. Loan fees, including prepayment fees, are included in interest income on loans and are not material. Non-accrual loans are included in the average balances only.  Any adjustments necessary to present yields on a tax-equivalent basis are insignificant.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Three Months Ended December 31, 

​

​

2024

​

2023

​

​

​

Average

​

Interest and

​

Yield/

​

Average

​

Interest and

​

Yield/

​

(Dollars in thousands)

​

Balance

​

Dividends

​

Cost

​

Balance

​

Dividends

​

Cost

​

Interest-earning assets:

    

​

  

    

​

  

    

  

    

​

  

    

​

  

    

  

    

Loans(1)

​

$

467,261

​

$

6,250

​

5.35

%

$

472,456

​

$

6,194

​

5.24

%

Investment securities(2)

​

 

238,330

​

​

1,504

​

2.52

​

 

254,542

​

​

1,700

​

2.67

​

Other interest-earning assets

​

 

10,616

​

​

140

 

5.28

​

 

11,544

​

​

169

 

5.86

​

Total interest-earning assets

​

 

716,207

​

​

7,894

 

4.41

​

 

738,542

​

 

8,063

 

4.37

​

Non-interest-earning assets

​

 

80,912

​

​

​

​

​

​

​

83,582

​

​

​

​

​

​

Total assets

​

$

797,119

​

​

​

​

​

​

$

822,124

​

​

​

​

​

​

Interest-bearing liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest-bearing checking accounts

​

$

132,256

​

​

408

 

1.23

%

$

139,246

​

​

588

 

1.69

%

Money market deposit accounts

​

 

170,644

​

​

1,272

 

2.98

​

 

194,016

​

​

1,458

 

3.01

​

Savings and club accounts

    

 

78,499

​

​

11

 

0.06

​

 

84,609

​

​

12

 

0.06

​

Certificates of deposit

 

 

188,747

​

​

1,811

 

3.84

​

 

161,761

​

​

1,162

 

2.87

​

Total interest-bearing deposits

 

 

570,146

​

​

3,502

 

2.46

​

 

579,632

​

 

3,220

 

2.22

​

FHLB advances and other borrowings

 

 

26,489

​

​

336

 

5.07

​

 

43,652

​

​

632

 

5.79

​

Total interest-bearing liabilities

 

 

596,635

​

​

3,838

 

2.57

​

 

623,284

​

 

3,852

 

2.47

​

Non-interest-bearing liabilities:

 

 

​

​

​

​

 

​

​

 

  

​

 

  

 

  

​

Non-interest-bearing deposits

 

 

57,358

​

​

​

 

​

​

 

55,266

​

 

​

 

​

​

Other non-interest-bearing liabilities

 

 

17,567

​

​

​

 

​

​

 

18,375

​

 

​

 

​

​

Total liabilities

 

 

671,560

​

​

​

 

​

​

 

696,925

​

 

​

 

​

​

Total stockholders' equity

 

 

125,559

​

​

​

 

​

​

 

125,199

​

 

​

 

​

​

Total liabilities and equity

​

$

797,119

​

​

​

 

​

​

$

822,124

​

 

​

 

​

​

Net interest income

​

​

​

​

$

4,056

 

​

​

 

​

​

$

4,211

​

​

​

Interest rate spread(3)

​

​

​

​

 

1.84

%

​

​

 

​

​

 

1.90

%

​

​

Net interest-earning assets(4)

​

$

119,572

​

​

​

​

​

​

$

115,258

​

 

​

​

​

​

Net interest margin(5)

​

​

​

​

 

2.27

%

​

​

 

​

​

 

2.28

%

​

​

Ratio of interest-earning assets to interest-bearing liabilities

​

 

120.04%

​

​

​

​

​

​

 

118.49%

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1) Includes nonaccrual loan balances and interest recognized on such loans.

​

​

(2) Includes securities available for sale, securities held to maturity, and equity securities.

​

​

(3) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

​

​

(4) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

​

​

(5) Net interest margin represents net interest income divided by average total interest-earning assets.

​

​

​

41

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Six Months Ended December 31, 

​

​

​

2024

​

2023

​

​

​

Average

​

Interest and

​

Yield/

​

Average

​

Interest and

​

Yield/

 

(Dollars in thousands)

    

Balance

    

Dividends

    

Cost

    

Balance

    

Dividends

    

Cost

    

Interest-earning assets:

​

​

  

​

​

  

​

  

​

​

  

​

​

  

​

  

​

Loans(1)

​

$

467,154

​

$

12,778

​

5.47

%

$

475,711

​

$

12,333

​

5.19

%

Investment securities(2)

​

 

241,235

​

​

3,053

​

2.53

​

 

259,083

​

​

3,411

​

2.63

​

Other interest-earning assets

​

 

11,044

​

​

311

 

5.63

​

 

11,466

​

​

330

 

5.76

​

Total interest-earning assets

​

 

719,433

​

​

16,142

 

4.49

​

 

746,260

​

 

16,074

 

4.31

​

Non-interest-earning assets

​

 

81,058

​

​

​

​

​

​

​

82,849

​

​

​

​

​

​

Total assets

​

$

800,491

​

​

​

​

​

​

$

829,109

​

​

​

​

​

​

Interest-bearing liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest-bearing checking accounts

​

$

129,975

​

​

864

 

1.33

%

$

130,122

​

​

893

 

1.37

%

Money market deposit accounts

​

 

172,698

​

​

2,663

 

3.08

​

 

197,371

​

​

2,884

 

2.92

​

Savings and club accounts

​

 

79,257

​

​

22

 

0.06

​

 

86,225

​

​

30

 

0.07

​

Certificates of deposit

​

 

183,347

​

​

3,444

 

3.76

​

 

161,793

​

​

2,143

 

2.65

​

Total interest-bearing deposits

​

 

565,277

​

​

6,993

 

2.47

​

 

575,511

​

 

5,950

 

2.07

​

FHLB advances and other borrowings

​

 

34,777

​

​

952

 

5.47

​

 

40,739

​

​

1,169

 

5.74

​

Total interest-bearing liabilities

​

 

600,054

​

​

7,945

 

2.65

​

 

616,250

​

 

7,119

 

2.31

​

Non-interest-bearing liabilities:

​

 

​

​

​

​

 

​

​

 

  

​

 

  

 

  

​

Non-interest-bearing deposits

​

 

57,841

​

​

​

 

​

​

 

56,158

​

 

​

 

​

​

Other non-interest-bearing liabilities

​

 

17,461

​

​

​

 

​

​

 

17,994

​

 

​

 

​

​

Total liabilities

​

 

675,356

​

​

​

 

​

​

 

690,402

​

 

​

 

​

​

Total stockholders' equity

​

 

125,135

​

​

​

 

​

​

 

138,707

​

 

​

 

​

​

Total liabilities and equity

​

$

800,491

​

​

​

 

​

​

$

829,109

​

 

​

 

​

​

Net interest income

​

​

​

​

$

8,197

 

​

​

 

​

​

$

8,955

​

​

​

Interest rate spread(3)

​

​

​

​

 

1.84

%

​

​

 

​

​

 

2.00

%

​

​

Net interest-earning assets(4)

​

$

119,379

​

​

​

​

​

​

$

130,010

​

 

​

​

​

​

Net interest margin(5)

​

​

​

​

 

2.28

%

​

​

 

​

​

 

2.40

%

​

​

Ratio of interest-earning assets to interest-bearing liabilities

​

 

119.89%

​

​

​

​

​

​

 

121.10%

​

 

​

​

​

​

​

(1) Includes nonaccrual loan balances and interest recognized on such loans.

(2) Includes securities available for sale, securities held to maturity, and equity securities.

(3) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(5) Net interest margin represents net interest income divided by average total interest-earning assets.

​

42

Table of Contents

Rate/Volume Analysis

The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by current rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately based on the changes due to rate and volume.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Three Months Ended December 31, 2024

    

Six Months Ended December 31, 2024

​

​

Compared to

​

Compared to

​

​

Three Months Ended December 31, 2023

​

Six Months Ended December 31, 2023

​

​

Increase (Decrease)

​

Increase (Decrease)

​

​

Due to

​

Due to

(Dollars in thousands)

    

Volume

    

Rate

    

Total

    

Volume

    

Rate

    

Total

Interest income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans

​

$

(333)

​

$

389

​

$

56

​

$

(559)

​

$

1,004

​

$

445

Investment securities

​

​

(105)

​

​

(91)

​

​

(196)

​

 

(229)

​

 

(129)

​

 

(358)

Other interest-earning assets

​

​

(13)

​

​

(16)

​

​

(29)

​

 

(12)

​

 

(7)

​

 

(19)

Total interest-earning assets

​

​

(451)

​

​

282

​

​

(169)

​

 

(800)

​

 

868

​

 

68

Interest expense:

​

​

​

​

​

​

​

​

​

​

 

  

​

 

  

​

 

  

Interest-bearing checking accounts

​

​

(28)

​

​

(152)

​

​

(180)

​

 

(3)

​

​

(26)

​

 

(29)

Money market deposit accounts

​

​

(98)

​

​

(88)

​

​

(186)

​

 

(595)

​

 

374

​

 

(221)

Savings and club accounts

​

​

—

​

​

(1)

​

​

(1)

​

 

(2)

​

 

(6)

​

 

(8)

Certificates of deposit

​

​

215

​

​

434

​

​

649

​

 

1,068

​

 

233

​

 

1,301

Total interest-bearing deposits

​

​

89

​

​

193

​

​

282

​

 

468

​

 

575

​

 

1,043

FHLB advances and other borrowings

​

​

(225)

​

​

(71)

​

​

(296)

​

 

(3)

​

 

(214)

​

 

(217)

Total interest-bearing liabilities

​

​

(136)

​

​

122

​

​

(14)

​

 

465

​

 

361

​

 

826

Net change in net interest income

​

$

(315)

​

$

160

​

$

(155)

​

$

(1,265)

​

$

507

​

$

(758)

​

Non-GAAP Financial Information

In this report, we present the non-GAAP financial measures discussed below, which are used to evaluate our performance and exclude the effects of certain transactions and one-time events that we believe are unrelated to our core business and not necessarily indicative of our current performance or financial position. Management believes excluding these items facilitates greater visibility into our core businesses and underlying trends that may, to some extent, be obscured by inclusion of such items.

Tangible Book Value per Share.  Tangible book value per share represents our total equity less goodwill and other intangible assets divided by total common shares outstanding. Management believes tangible book value per share helps management and investors better understand and assess changes from period to period in stockholders’ equity exclusive of changes in intangible assets. This non-GAAP data should be considered in addition to results prepared in accordance with Generally Accepted Accounting Principles in the U.S. (GAAP), and is not a substitute for, or superior to, GAAP results. The following table provides a reconciliation of tangible book value per share of common stock to book value per share of common stock, the most directly comparable GAAP financial measure, for the periods presented.

​

​

​

​

​

​

​

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

​

​

​

​

​

​

As of December 31, 

​

As of June 30, 

Calculation of Tangible Book Value per Share:

    

2024

    

2024

Total stockholders' equity

​

$

124,201

​

$

124,601

Less: goodwill and other intangible assets

​

 

5,147

​

 

5,214

Total tangible equity (non-GAAP)

​

 

119,054

​

 

119,387

​

​

​

​

​

​

​

Total common shares outstanding

​

​

9,208,217

​

​

9,343,900

​

​

​

​

​

​

​

Book value per share (GAAP)

​

$

13.49

​

$

13.33

Tangible book value per share (non-GAAP)

​

$

12.93

​

$

12.78

​

43

Table of Contents

Total Credit Losses Coverage Ratio.  Total Credit Losses Coverage Ratio represents the total of our allowance for credit losses and the fair value mark on acquired loans divided by total loans excluding the fair value mark on acquired loans. Management believes the total credit losses coverage ratio helps management and investors better understand the total coverage for credit losses on loans. This non-GAAP data should be considered in addition to results prepared in accordance with Generally Accepted Accounting Principles in the U.S. (GAAP), and is not a substitute for, or superior to, GAAP results. The following table provides a reconciliation of the total credit losses coverage ratio to allowance for credit losses to total loans, the most directly comparable GAAP financial measure, for the periods presented.

​

​

​

​

​

​

​

​

​

As of December 31, 

​

As of June 30, 

Calculation of the total credit losses coverage ratio:

​

2024

​

2024

Allowance for credit losses

​

$

2,598

​

$

2,989

Purchase accounting fair value mark

​

​

2,038

    

​

2,171

Total credit losses coverage

​

$

4,636

​

$

5,160

Gross loans receivable

​

$

470,108

​

$

473,561

Gross loans receivable, excluding purchase accounting fair value mark

​

$

472,146

​

$

475,732

​

​

​

​

​

​

​

Allowance for credit losses to total loans (GAAP)

​

​

0.55%

​

​

0.63%

Total credit losses coverage to total loans (non-GAAP)

​

​

0.98%

​

​

1.08%

​

​

44

Table of Contents

Core net income, core earnings per share, core return on average assets, and core return on average equity.  These non-GAAP financial measures exclude certain pre-tax adjustments and the tax impact of such adjustments, and income tax benefit adjustments.  We believe these ratios help management and investors better understand the earnings attributable to our core business. This non-GAAP data should be considered in addition to results prepared in accordance with Generally Accepted Accounting Principles in the U.S. (GAAP), and is not a substitute for, or superior to, GAAP results. The following table provides a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended December 31,

​

Six Months Ended December 31,

​

​

2024

​

2023

​

2024

​

2023

Calculation of core net (loss) income:

​

​

​

​

​

​

​

​

​

​

​

​

Net (loss) income (GAAP)

​

$

(988)

​

$

11

​

$

(1,009)

​

$

190

Less pre-tax adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

Net gain on sale of securities

​

​

—

​

​

(85)

​

​

—

​

​

(85)

Net gain on disposition of premises and equipment

​

​

(211)

​

​

—

​

​

(211)

​

​

—

Unrealized gain on equity securities

​

​

(202)

​

​

(148)

​

​

(281)

​

​

(221)

Merger related expenses

​

​

731

​

​

—

​

​

836

​

​

—

Tax impact of pre-tax adjustments

​

​

(73)

​

​

54

​

​

(79)

​

​

70

Core net (loss) income (non-GAAP)

​

$

(743)

​

$

(168)

​

$

(744)

​

$

(46)

​

​

​

​

​

​

​

​

​

​

​

​

​

Calculation of core basic (loss) earnings per share:

​

​

​

​

​

​

​

​

​

​

​

​

Basic (loss) earnings per share (GAAP)

​

$

(0.12)

​

$

0.00

​

$

(0.12)

​

$

0.02

Less pre-tax adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

Net gain on sale of securities

​

​

—

​

​

(0.01)

​

​

—

​

​

(0.01)

Net gain on disposition of premises and equipment

​

​

(0.03)

​

​

—

​

​

(0.03)

​

​

—

Unrealized gain on equity securities

​

​

(0.02)

​

​

(0.02)

​

​

(0.03)

​

​

(0.02)

Merger related expenses

​

​

0.09

​

​

—

​

​

0.10

​

​

—

Tax impact of pre-tax adjustments

​

​

(0.01)

​

​

0.01

​

​

(0.01)

​

​

0.01

Core basic (loss) earnings per share (non-GAAP)

​

$

(0.09)

​

$

(0.02)

​

$

(0.09)

​

$

(0.00)

​

​

​

​

​

​

​

​

​

​

​

​

​

Calculation of core diluted (loss) earnings per share:

​

​

​

​

​

​

​

​

​

​

​

​

Diluted (loss) earnings per share (GAAP)

​

$

(0.12)

​

$

0.00

​

$

(0.12)

​

$

0.02

Less pre-tax adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

Net gain on sale of securities

​

​

—

​

​

(0.01)

​

​

—

​

​

(0.01)

Net gain on disposition of premises and equipment

​

​

(0.03)

​

​

—

​

​

(0.03)

​

​

—

Unrealized gain on equity securities

​

​

(0.02)

​

​

(0.02)

​

​

(0.03)

​

​

(0.02)

Merger related expenses

​

​

0.09

​

​

—

​

​

0.10

​

​

—

Tax impact of pre-tax adjustments

​

​

(0.01)

​

​

0.01

​

​

(0.01)

​

​

0.01

Core diluted (loss) earnings per share (non-GAAP)

​

$

(0.09)

​

$

(0.02)

​

$

(0.09)

​

$

(0.00)

​

​

​

​

​

​

​

​

​

​

​

​

​

Calculation of core (loss) return on average assets:

​

​

​

​

​

​

​

​

​

​

​

​

(Loss) return on average assets (GAAP)

​

​

(0.50)%

​

​

0.01%

​

​

(0.25)%

​

​

0.05%

Less pre-tax adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

Net gain on sale of securities

​

​

—

​

​

(0.04)

​

​

—

​

​

(0.02)

Net gain on disposition of premises and equipment

​

​

(0.11)

​

​

—

​

​

(0.05)

​

​

—

Unrealized gain on equity securities

​

​

(0.10)

​

​

(0.08)

​

​

(0.07)

​

​

(0.06)

Merger related expenses

​

​

0.38

​

​

—

​

​

0.20

​

​

—

Tax impact of pre-tax adjustments

​

​

(0.04)

​

​

0.03

​

​

(0.02)

​

​

0.02

Core (loss) return on average assets (non-GAAP)

​

​

(0.37)%

​

​

(0.08)%

​

​

(0.19)%

​

​

(0.01)%

Average assets

​

$

797,119

​

$

822,124

​

$

800,491

​

$

829,109

​

​

​

​

​

​

​

​

​

​

​

​

​

Calculation of core (loss) return on average equity:

​

​

​

​

​

​

​

​

​

​

​

​

(Loss) return on average equity (GAAP)

​

​

(3.15)%

​

​

0.04%

​

​

(1.61)%

​

​

0.27%

Less pre-tax adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

Net gain on sale of securities

​

​

—

​

​

(0.27)

​

​

—

​

​

(0.12)

Net gain on disposition of premises and equipment

​

​

(0.67)

​

​

—

​

​

(0.34)

​

​

—

Unrealized gain on equity securities

​

​

(0.64)

​

​

(0.48)

​

​

(0.45)

​

​

(0.32)

Merger related expenses

​

​

2.32

​

​

—

​

​

1.34

​

​

—

Tax impact of pre-tax adjustments

​

​

(0.23)

​

​

0.17

​

​

(0.13)

​

​

0.10

Core (loss) return on average equity (non-GAAP)

​

​

(2.37)%

​

​

(0.54)%

​

​

(1.19)%

​

​

(0.07)%

Average equity

​

$

125,559

​

$

125,199

​

$

125,135

​

$

138,707

45

Table of Contents

Liquidity and Capital Resources

We maintain liquid assets at levels we believe are adequate to meet our liquidity needs. The Bank’s liquidity ratio was 37.2% as of December 31, 2024 compared to 38.5% as of June 30, 2024. We adjust our liquidity levels to fund deposit outflows, pay real estate taxes on mortgage loans, repay our borrowings, and to fund loan commitments. We also adjust liquidity as appropriate to meet asset and liability management objectives. Our liquidity ratio is calculated as the sum of total cash and cash equivalents and unencumbered investments securities divided by the sum of total deposits and total borrowings. The Bank maintains a liquidity ratio policy that requires this metric to be above 10.0% to provide for the effective management of extension risk and other interest rate risks.

Our primary sources of liquidity are deposits, amortization and prepayment of loans and mortgage-backed securities, maturities of investment securities, other short-term investments, earnings, and funds provided from operations. 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. In addition, we invest excess funds in short-term interest-earning assets, which provide liquidity to meet lending requirements.

Liquidity management is both a daily and long-term function of business management. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the FHLB of Pittsburgh to provide advances and with the Federal Reserve Bank to provide an overnight line of credit. We also have available credit from the Atlantic Community Bankers Bank to purchase federal funds.  As a member of the FHLB of Pittsburgh, we are required to own capital stock in the FHLB of Pittsburgh and are authorized to apply for advances on the security of such stock and certain of our mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. We had an available borrowing limit of $279.5 million with the FHLB of Pittsburgh at December 31, 2024. There were $28.0 million of FHLB of Pittsburgh advances outstanding at December 31, 2024.

At December 31, 2024, we had outstanding commitments to originate loans of $16.2 million, unfunded commitments under lines of credit of $65.0 million and $118 thousand of standby letters of credit. At December 31, 2024, certificates of deposit scheduled to mature in less than one year totaled $170.8 million. Based on prior experience, management believes that a significant portion of such deposits will remain with us, although there can be no assurance that this will be the case. In the event a significant portion of our deposits are not retained by us, we will have to utilize other funding sources, such as FHLB of Pittsburgh advances, in order to maintain our level of assets. Alternatively, we could reduce our level of liquid assets, such as our cash and cash equivalents. In addition, the cost of such deposits may be significantly higher if market interest rates are higher at the time of renewal.

Impact of Inflation and Changing Prices

​

The consolidated financial statements and related notes of the Company have been prepared in accordance with GAAP, which generally requires the measurement of financial position and operating results in terms of historical dollars without consideration for changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.

​

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk is defined as the exposure to current and future earnings and capital that arises from adverse movements in interest rates. Depending on a bank’s asset/liability structure, adverse movements in interest rates could be either rising or falling interest rates. For example, a bank with predominantly long-term fixed-rate assets and short-term liabilities could have an adverse earnings exposure to a rising rate environment. Conversely, a short-term or variable-rate asset base funded by longer term liabilities could be negatively affected by falling rates. This is referred to as re-pricing or maturity mismatch risk.

Interest rate risk also arises from changes in the slope of the yield curve (yield curve risk), from imperfect correlations in the adjustment of rates earned and paid on different instruments with otherwise similar re-pricing characteristics (basis risk), and from interest rate related options embedded in our assets and liabilities (option risk).

Our objective is to manage our interest rate risk by determining whether a given movement in interest rates affects our net interest income and the market value of our portfolio equity in a positive or negative way and to execute strategies to maintain interest rate risk within established limits. The analysis at December 31, 2024 indicates a level of risk within the parameters of our model.

46

Table of Contents

Our management believes that the December 31, 2024 analysis indicates a profile that reflects interest rate risk exposures in both rising and declining rate environments for both net interest income and economic value.

Model Simulation Analysis. We view interest rate risk from two different perspectives. The traditional accounting perspective, which defines and measures interest rate risk as the change in net interest income and earnings caused by a change in interest rates, provides the best view of short-term interest rate risk exposure. We also view interest rate risk from an economic perspective, which defines and measures interest rate risk as the change in the market value of portfolio equity caused by changes in the values of assets and liabilities, which fluctuate due to changes in interest rates. The market value of portfolio equity, also referred to as the economic value of equity, is defined as the present value of future cash flows from existing assets, minus the present value of future cash flows from existing liabilities.

These two perspectives give rise to income simulation and economic value simulation, each of which presents a unique picture of our risk of any movement in interest rates. Income simulation identifies the timing and magnitude of changes in income resulting from changes in prevailing interest rates over a short-term time horizon (usually one or two years). Economic value simulation reflects the interest rate sensitivity of assets and liabilities in a more comprehensive fashion, reflecting all future time periods. It can identify the quantity of interest rate risk as a function of the changes in the economic values of assets and liabilities, and the corresponding change in the economic value of equity of the Bank. Both types of simulation assist in identifying, measuring, monitoring, and controlling interest rate risk and are employed by management to ensure that variations in interest rate risk exposure will be maintained within policy guidelines.

We produce these simulation reports and discuss them with our management Asset and Liability Committee and Board Risk Committee on at least a quarterly basis. The simulation reports compare baseline (no interest rate change) to the results of an interest rate shock, to illustrate the specific impact of the interest rate scenario tested on income and equity. The model, which incorporates all asset and liability rate information, simulates the effect of various interest rate movements on income and equity value. The reports identify and measure our interest rate risk exposure present in our current asset/liability structure. Management considers a static (current position) analysis as well as non-parallel and gradual changes in interest rates and the yield curve in assessing interest rate exposures.

If the results produce quantifiable interest rate risk exposure beyond our limits, then the testing will have served as a monitoring mechanism to allow us to initiate asset/liability strategies designed to reduce and therefore mitigate interest rate risk. The table below sets forth an approximation of our interest rate risk exposure. The simulation uses projected repricing of assets and liabilities at December 31, 2024. The income simulation analysis presented represents a one-year impact of the interest scenario assuming a static balance sheet. Various assumptions are made regarding the prepayment speed and optionality of loans, investment securities and deposits, which are based on analysis and market information. The assumptions regarding optionality, such as prepayments of loans and the effective lives and repricing of non-maturity deposit products, are documented periodically through evaluation of current market conditions and historical correlations to our specific asset and liability products under varying interest rate scenarios. Because the prospective effects of hypothetical interest rate changes are based on a number of assumptions, these computations should not be relied upon as indicative of actual results. While we believe such assumptions to be reasonable, assumed prepayment rates may not approximate actual future prepayment activity on mortgage-backed securities or agency issued collateralized obligations (secured by one- to four-family loans and multi-family loans). Further, the computation does not reflect any actions that management may undertake in response to changes in interest rates and assumes a constant asset base. Management periodically reviews the rate assumptions based on existing and projected economic conditions and consults with industry experts to validate our model and simulation results.

The table below sets forth, as of December 31, 2024, the Bank’s net portfolio value, the estimated changes in our net portfolio value and net interest income that would result from the designated instantaneous parallel changes in market interest rates.

​

​

​

​

​

​

​

​

​

​

​

​

Twelve Month

​

Net Portfolio 

​

​

Net Interest Income

​

Value

​

​

Percent

​

Estimated

​

Percent

Change in Interest Rates (Basis Points)

    

of Change

​

NPV

    

of Change

+200

 

(16.06)

%

​

$

145,859

​

(4.39)

%

+100

 

(8.12)

​

​

​

149,028

​

(2.31)

​

0

 

—

​

​

​

152,558

​

—

​

-100

​

6.88

​

​

​

155,067

​

1.64

​

-200

 

13.82

​

​

​

157,844

​

3.46

​

​

As of December 31, 2024, based on the scenarios above, net interest income would decrease by approximately 8.12% to 16.06%, over a one-year time horizon in a rising interest rate environment. One-year net interest income would increase by approximately 6.88% to 13.82% in a declining interest rate environment.

47

Table of Contents

Economic value at risk would be negatively impacted by a rise in interest rates and would be positively impacted by a decline in interest rates.  We have established an interest rate floor of zero percent for measuring interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief 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 Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure (1) that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (2) that they are alerted in a timely manner about material information relating to the Company required to be filed in its periodic Securities and Exchange Commission filings.

During the quarter ended December 31, 2024, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

​

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in various legal actions and claims arising in the normal course of business. In the opinion of management, these legal actions and claims are not expected to have a material adverse impact on the Company’s financial condition.

​

ITEM 1A. RISK FACTORS

For information regarding the Company’s risk factors, refer to the “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, filed with the Securities and Exchange Commission on September 5, 2024 (the “Form 10-K”).  Except as set forth below, as of December 31, 2024, the risk factors of the Company have not changed materially from those disclosed in the Form 10-K.

​

Because the market price of Mid Penn shares of common stock will fluctuate, William Penn shareholders cannot be sure of the value of the merger consideration they may receive.

Upon completion of the Merger, each share of William Penn common stock will be automatically converted into the right to receive 0.426 shares of Mid Penn common stock. The market price for shares of Mid Penn common stock may vary from the market price of Mid Penn common stock on the date we announced the Merger and any change in the market price of Mid Penn shares of common stock prior to closing the Merger may affect the value of the merger consideration that William Penn shareholders will receive upon completion of the Merger. William Penn is not permitted to resolicit the vote of William Penn shareholders solely because of changes in the market price of Mid Penn shares of common stock. Because the exchange ratio is fixed, if Mid Penn’s stock price declines prior to the completion of the Merger, Mid Penn will not be required to adjust the exchange ratio. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects and regulatory considerations. Many of these factors are beyond our control. You should obtain current market quotations for shares of Mid Penn common stock.

William Penn and Mid Penn shareholders will have a reduced ownership percentage and voting interest after the Merger and will exercise less influence over management.

William Penn’s shareholders currently have the right to vote in the election of the board of directors of William Penn and on certain other matters affecting William Penn. When the Merger occurs, each William Penn shareholder that receives shares of Mid Penn common stock will become a shareholder of Mid Penn with a percentage ownership of the combined organization that is much smaller than the shareholder’s current percentage ownership of William Penn. Additionally, each Mid Penn shareholder will have a percentage ownership of the combined organization that is smaller than the shareholder’s current ownership in Mid Penn. Because of this, each institution’s existing shareholders will have less influence on the management and policies of Mid Penn than they now have on the management and policies of the institution in which they currently own shares.

​

48

Table of Contents

Shareholders may be unable to timely sell shares after completion of the Merger.

There will be a time period between the completion of the Merger and the time at which former William Penn shareholders actually receive their shares of Mid Penn common stock. Until shares are received, former William Penn shareholders may not be able to sell their Mid Penn shares in the open market and, therefore, may not be able to avoid losses resulting from any decrease, or secure gains resulting from any increase, in the trading price of Mid Penn common stock during this period.

The Merger Agreement limits William Penn’s ability to pursue alternatives to the Merger.

The Merger Agreement contains “no shop” provisions that, subject to specified exceptions, limit William Penn’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of William Penn. In addition, a termination fee is payable by William Penn under certain circumstances, generally involving the decision to pursue an alternative transaction. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of William Penn from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share value than that proposed in the Merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire William Penn than it might otherwise have proposed to pay, if the Merger with Mid Penn had not been announced.

William Penn shareholders will not have appraisal or dissenters’ rights in the Merger.

Appraisal or dissenters’ rights are statutory rights that, if applicable, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in that extraordinary transaction. Under Maryland General Corporation Law, holders of William Penn common stock are not entitled to appraisal rights in the Merger with respect to their shares of William Penn common stock.

Required regulatory waivers and approvals may not be received in a timely manner, or at all, and may impose materially burdensome conditions that prevent the Merger from being completed.

Before the transactions contemplated in the Merger Agreement, including the Merger, may be completed, various waivers, approvals or consents must be obtained from various bank regulatory and other authorities, including the Board of Governors of the Federal Reserve System, the FDIC, and the Pennsylvania Department of Banking and Securities. In determining whether to grant these approvals, regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in any party’s regulatory standing or any other factors considered by regulators in granting such approvals; governmental, political, or community group inquiries, investigations or opposition; or changes in legislation or the political or regulatory environment generally, including as a result of changes of the U.S. executive administration, or Congressional leadership and regulatory agency leadership.

Even if the approvals are granted, they may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the Merger Agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations, or restrictions or that such conditions, limitations, or restrictions will not have the effect of preventing or delaying the completion of any of the transactions contemplated by the Merger Agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the Merger or otherwise reducing the anticipated benefits of the Merger if the Merger were completed successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the Merger. The completion of the Merger is conditioned on the receipt of the requisite regulatory approvals without the imposition of any materially burdensome regulatory condition and the expiration of all statutory waiting periods. Additionally, the completion of the Merger is conditioned on the absence of certain orders, injunctions or decrees issued by any court or any other governmental entity of competent jurisdiction that would prevent, prohibit or make illegal the completion of the Merger or any of the other transactions contemplated by the Merger Agreement. Further, such approvals are subject to expiration if the transaction is not consummated within the time period provided in the approval. 

Despite the parties’ expected commitment to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the Merger Agreement, neither party is required under the terms of the Merger Agreement to take any actions, or agree to any condition or restriction in connection with obtaining these approvals, that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the proposed Merger.

49

Table of Contents

The shares of Mid Penn common stock to be received by William Penn shareholders as a result of the Merger will have different rights from the shares of William Penn common stock.

Upon completion of the Merger, William Penn shareholders will become Mid Penn shareholders. Their rights as shareholders will be governed by Pennsylvania corporate law and the articles of incorporation and bylaws of Mid Penn. The rights associated with William Penn common stock are currently governed by Maryland corporate law, the articles of incorporation and bylaws of William Penn and are different from the rights associated with Mid Penn common stock.

Termination of the Merger Agreement could negatively affect William Penn and Mid Penn.

If the Merger Agreement is terminated, there may be various consequences, including the fact that Mid Penn and/or William Penn may experience negative reactions from the financial markets and from each party’s respective customers and employees. Certain costs related to the transactions contemplated by the Merger Agreement, such as legal, accounting and certain financial advisory fees, must be paid even if the Merger is not completed. In addition, William Penn’s businesses may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. If the Merger Agreement is terminated and William Penn’s board of directors seeks another merger or business combination, William Penn shareholders cannot be certain that William Penn will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Mid Penn has agreed to provide in the Merger. If the Merger Agreement is terminated and a different business combination is pursued, William Penn may also be required to pay a termination fee of $4,900,000 to Mid Penn under certain circumstances. Finally, if the Merger is not completed, whether because of the failure to receive required regulatory approvals in a timely fashion or because one of the parties has breached its obligations in a way that permits termination of the Merger Agreement, or for any other reason, Mid Penn’s and William Penn’s stock prices may decline to the extent that the current market price reflects a market assumption that the Merger will be completed. 

The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed for other reasons.

The Merger Agreement is subject to a number of conditions that must be fulfilled in order to complete the Merger. Those conditions include, among others: approval of the Merger Agreement by William Penn shareholders and approval of the issuance of shares of Mid Penn common stock as merger consideration by Mid Penn shareholders, regulatory approvals, absence of orders prohibiting the completion of the Merger, effectiveness of the Mid Penn registration statement with respect to the shares of Mid Penn common stock to be issued as merger consideration, approval of the shares of Mid Penn common stock to be issued to William Penn shareholders for listing on the Nasdaq Global Market, the continued accuracy of the representations and warranties by both parties, the performance by both parties of their covenants and agreements, and the receipt by both parties of legal opinions from their respective tax counsels. The conditions to closing of the Merger may not be fulfilled and the Merger may not be completed.

Failure to complete the Merger could negatively affect the market price of Mid Penn’s and William Penn’s common stock.

If the Merger is not completed for any reason, Mid Penn and William Penn will be subject to a number of material risks, including the following: 

 

•

 

the market price of William Penn common stock may decline to the extent that the current market prices of its common stock already reflect a market assumption that the Merger will be completed;

 

 

•

 

costs relating to the Merger, such as legal, accounting and financial advisory fees, and, in specified circumstances, additional reimbursement and termination fees, must be paid even if the Merger is not completed; and

 

 

•

 

the diversion of management’s attention from the day-to-day business operations and the potential disruption to each company’s employees and business relationships during the period before the completion of the Merger may make it difficult to regain financial and market positions if the Merger does not occur.

William Penn will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on William Penn and consequently on Mid Penn. These uncertainties may impair William Penn’s ability to attract, retain and motivate key personnel until the Merger is consummated, and could cause customers and others that deal with William Penn to seek to change existing business relationships with William Penn.

50

Table of Contents

Retention of certain employees may be challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles with Mid Penn. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Mid Penn, Mid Penn’s business following the Merger could be harmed. In addition, the Merger Agreement restricts William Penn from taking certain actions until the Merger occurs without the consent of Mid Penn. These restrictions may prevent William Penn from pursuing attractive business opportunities that may arise prior to the completion of the Merger.

If the Merger is not completed, William Penn and Mid Penn will have incurred substantial expenses without realizing the expected benefits of the Merger.

William Penn and Mid Penn have both incurred substantial expenses in connection with the Merger. The completion of the Merger depends on the satisfaction of specified conditions and the continued effectiveness of regulatory approvals and the approval of Mid Penn’s and William Penn’s shareholders. William Penn and Mid Penn cannot guarantee that these conditions will be met. If the Merger is not completed, these expenses could have an adverse impact on the financial condition and results of operations on a stand-alone basis for both William Penn and Mid Penn.

Litigation relating to the Merger could require us to incur significant costs and suffer management distraction, as well as delay and/or enjoin the Merger.

Neither William Penn nor Mid Penn is currently able to predict the outcome of any suit arising out of or relating to the proposed transaction that may be filed in the future. If any letters or complaints are filed, absent allegations that are material, William Penn and Mid Penn will not necessarily announce such filings.

William Penn and Mid Penn could be subject to demands or litigation related to the Merger, whether or not the Merger is consummated. Such actions may create additional uncertainty relating to the Merger, and responding to such demands and defending such actions may be costly and distracting to management. Although there can be no assurance as to the ultimate outcomes of any demand or any subsequent litigation, neither William Penn nor Mid Penn believes that the resolution of such demands or any subsequent litigation will have a material adverse effect on its respective financial position, results of operations or cash flows.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

​

On March 11, 2022, the Company announced its first stock repurchase program, which became effective on March 25, 2022 and authorized the purchase of up to 758,528 shares.  Under this previously announced program, 758,528 shares of common stock have been repurchased at a cost of $8,981,445, or $11.84 per share. The Company completed this repurchase program on June 29, 2022.

​

On June 9, 2022, the Company announced its second stock repurchase program, which became effective upon the completion of the Company’s first stock repurchase program and authorized the purchase of up to 771,445 shares.  Under this previously announced program, 771,445 shares of common stock have been repurchased at a cost of $8,945,802, or $11.60 per share. The Company completed this repurchase program on January 10, 2023.

​

On August 18, 2022, the Company announced its third stock repurchase program, which became effective upon the completion of the Company’s second stock repurchase program and authorized the purchase of up to 739,385 shares.  Under this previously announced program, 739,385 shares of common stock have been repurchased at a cost of $8,467,495, or $11.45 per share.  The Company completed this repurchase program on April 3, 2023.

​

On February 17, 2023, the Company announced its fourth stock repurchase program, which became effective upon the completion of the Company’s third stock repurchase program and authorized the purchase of up to 698,312 shares.  Under this previously announced program, 698,312 shares of common stock have been repurchased at a cost of $7,268,678, or $10.41 per share.  The Company completed this repurchase program on May 31, 2023.

​

On May 5, 2023, the Company announced its fifth stock repurchase program, which became effective upon the completion of the Company’s fourth stock repurchase program and authorized the purchase of up to 1,281,019 shares.  Under this previously announced program, 1,281,019 shares of common stock have been repurchased at a cost of $14,955,344, or $11.67 per share.  The Company completed this repurchase program on August 28, 2023.

​

On August 29, 2023, the Company announced its sixth stock repurchase program, which was authorized following the completion of the Company’s fifth stock repurchase program on August 28, 2023, and authorized the purchase of up to 1,138,470 shares. Under this previously announced program, 1,138,470 shares of common stock have been repurchased at a cost of $14,109,837, or $12.39 per share.

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Table of Contents

The Company completed this repurchase program on October 30, 2023.

​

On October 18, 2023, the Company announced its seventh stock repurchase program, which became effective upon the completion of the Company’s sixth stock repurchase program and authorized the purchase of up to 1,046,610 shares. Under this previously announced program, 1,046,610 shares of common stock have been repurchased at a cost of $12,745,776, or $12.18 per share. The Company completed this repurchase program on October 7, 2024.

​

Each of the Company’s stock repurchase programs was adopted following the Company’s consultation with the Federal Reserve Board.

​

The following table provides information on repurchases by the Company of its common stock under the Company’s Board approved program.

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

    

​

    

Total Number of

    

Maximum Number

​

​

​

​

​

​

​

​

Shares Purchased

​

of Shares that May

​

​

Total Number

​

​

​

​

​

as Part of Publicly

​

Yet Be Purchased

​

​

of Shares

​

​

Average Price

​

Announced Plans

​

Under the Plans

Period

    

Purchased

    

​

Paid Per Share

    

or Programs

    

or Programs

October 1 - 31, 2024

 

10,242

​

​

$

12.23

 

​

10,242

 

—

November 1 - 30, 2024

 

—

​

​

​

—

 

​

—

 

—

December 1 - 31, 2024

 

—

​

​

​

—

 

​

—

 

—

Total

 

10,242

​

​

$

12.23

 

​

10,242

 

​

​

​

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

​

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

​

ITEM 5. OTHER INFORMATION

During the fiscal quarter ended December 31, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

​

ITEM 6. EXHIBITS

See Exhibit Index.

​

52

Table of Contents

EXHIBIT INDEX

​

​

​

​

Exhibit

No.

    

Description

​

3.1

​

Amended and Restated Articles of Incorporation of William Penn Bancorporation (Incorporated by reference to Exhibit 3.1 to William Penn Bancorporation’s Registration Statement on Form S-1 (Registration No. 333-249492))

​

3.2

​

Bylaws of William Penn Bancorporation (Incorporated by reference to Exhibit 3.2 to William Penn Bancorporation’s Registration Statement on Form S-1 (Registration No. 333-249492))

​

​

​

10.1

​

Employment Agreement, dated as of October 31, 2024, by and between Mid Penn Bancorp, Inc., Mid Penn Bank, William Penn Bancorporation, William Penn Bank and Kenneth J. Stephon*

​

31.1

​

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of William Penn Bancorporation

​

31.2

​

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of William Penn Bancorporation

​

​

​

32.1

​

Certification of Chief Executive Officer of William Penn Bancorporation Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

​

​

​

32.2

​

Certification of Chief Financial Officer of William Penn Bancorporation Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

​

101.0

​

The following materials from the Company’s Quarterly Report to Stockholders on Form 10-Q for the quarter ended December 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

​

​

​

104

​

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

* Management contract or compensation plan or arrangement.

​

53

Table of Contents

​

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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.

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WILLIAM PENN BANCORPORATION

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Date: February 6, 2025

By:

/s/ Kenneth J. Stephon

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Kenneth J. Stephon

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Chairman, President and Chief Executive Officer

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(Principal Executive Officer)

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Date: February 6, 2025

By:

/s/ Jonathan T. Logan

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Jonathan T. Logan

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Executive Vice President and Chief Financial Officer

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(Principal Financial and Chief Accounting Officer)

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54

EX-10.1 2 wmpn-20241231xex10d1.htm EX-10.1
Exhibit 10.1

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EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 31st day of October, 2024, between MID PENN BANCORP, INC., a Pennsylvania business corporation (the “Corporation”), MID PENN BANK, a state-chartered commercial bank (the “Bank”), WILLIAM PENN BANCORPORATION, a Maryland business corporation (“William Penn”), WILLIAM PENN BANK, a state-chartered stock savings bank (“WPB”), and KENNETH J. STEPHON, an adult individual (“Executive”). WITNESSETH: WHEREAS, the Corporation and William Penn have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, at the Effective Time (as that term is defined in the Merger Agreement), and subject to and upon the terms and conditions of the Merger Agreement, William Penn will merge with and into the Corporation, with the Corporation surviving, and immediately thereafter, WPB, a wholly-owned subsidiary of William Penn, will merge with and into the Bank, with the Bank surviving; WHEREAS, Executive is employed by William Penn and WPB as President and Chief Executive Officer pursuant to the terms of an Amended and Restated Employment Agreement dated July 1, 2022 (the “Existing Agreement”); WHEREAS, the Corporation and the Bank desire to employ Executive as Chief Corporate Development Officer of the Corporation and the Bank, and Executive desires to serve as such; WHERAS, concurrently with the execution of the Merger Agreement, the Corporation, the Bank, William Penn, WPB, and Executive desire to enter into this Agreement; and WHEREAS, by this Agreement, the Corporation, the Bank, and Executive, declare the Existing Agreement to be null and void and that all benefits and amounts payable pursuant to this Agreement shall be made in lieu of any benefits that may be payable under the Existing Agreement as well as the Amended and Restated Directors Consultation and Retirement Plan of William Penn Bank. NOW, THEREFORE, in consideration of the covenants set forth below, and intending to be legally bound hereby, the parties agree, effective the date hereof, as follows: AGREEMENT: 1. Employment. The Bank hereby employs Executive, and Executive hereby accepts employment with the Bank, on the terms and conditions set forth in this Agreement, effective from and after the Effective Time; provided, however, that in the event the Effective Time does not occur or the Merger Agreement is otherwise terminated, this Agreement shall thereupon become null and void.

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- 2 - 2. Duties of Executive. (a) Executive shall serve as the Chief Corporate Development Officer of the Corporation and the Bank, reporting to the Chief Executive Officer of the Corporation, and shall have such powers and duties as may be reasonably prescribed by the Board of Directors of the Corporation (the “Board”) and/or the Board of Directors of the Bank (the “Bank Board”), provided such powers and duties are consistent with Executive’s position as Chief Corporate Development Officer. Excluding any periods of time off for vacation, illness, or leave to which he is entitled in accordance with the Bank’s policies, Executive shall devote his full time, attention, and energies to the business of the Bank during the Employment Period (as defined in Section 3); provided, however, that this Section 2 shall not be construed as preventing Executive from: (a) engaging in activities incident or necessary to personal investments; (b) acting as a member of the board of directors of any non-profit association or corporation; or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive shall not engage in any business or commercial activities, duties, or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank. Executive’s primary place of employment shall be Doylestown, PA. (b) During the Employment Period, Executive shall also serve as Vice-Chair of the Bank Board. 3. Term of Agreement. (a) Employment Period. This Agreement shall be for a period (“Employment Period”) beginning at the Effective Time and, if not previously terminated pursuant to the terms of this Agreement, ending on the date that is three (3) years subsequent thereto. Notwithstanding anything herein contained to the contrary, nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the Employment Period upon such terms as the Board, the Bank Board, and Executive may mutually agree. (b) Termination for Cause. Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement may be terminated by the Corporation or the Bank for Cause. As used in this Agreement, “Cause” shall mean any of the following: (i) willful act of material dishonesty with respect to any material matter involving the Corporation or the Bank; (ii) theft or material misuse of Corporation or Bank property; (iii) willful violation of any material law or regulation applicable to the Corporation or the Bank or any subsidiary thereof; (iv) willful violation of the Corporation’s or the Bank’s material written policies or procedures; or

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- 3 - (v) conviction of, or plea of guilty or nolo contendere to, a felony, any criminal charge involving moral turpitude, or illegal substance abuse. If this Agreement is terminated for Cause, all of Executive’s rights under this Agreement shall cease as of the effective date of such termination, except that: (vi) the Bank shall pay to Executive the unpaid portion, if any, of his Annual Base Salary and any accrued but unused vacation and personal days through the date of termination; and (vii) the Bank shall provide to Executive such post-employment benefits, if any, as may be provided for under the terms of the employee benefit plans of the Bank then in effect. (c) Death. Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s death, and Executive’s rights under this Agreement shall cease as of the date of such termination, except that: (i) the Bank shall pay to Executive’s spouse, personal representative, or estate the unpaid portion, if any, of his Annual Base Salary through his date of death; (ii) the Bank shall pay to Executive’s spouse, personal representative or estate, any unpaid portion of the retention bonus described in Section 4(c); and (iii) the Bank shall provide to Executive’s dependents any benefits due under the Bank’s employee benefit plans. (d) Disability. Executive, the Corporation, and the Bank agree that if Executive becomes Disabled within the meaning of Section 409A of the Internal Revenue Code of 1986 as amended (the “Code”) and the regulations thereunder and, as result thereof, becomes eligible for employer-provided short-term and/or long-term disability benefits or worker’s compensation benefits, then: (i) the Bank’s obligation to pay Executive his Annual Base Salary shall be reduced by the amount of the disability or worker’s compensation benefits received by Executive; and (ii) if Executive’s employment is thereafter terminated by reason of his Disability, the Bank will pay Executive any unpaid portion of the retention bonus described in Section 4(c). (e) Termination for Good Reason. Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement may be terminated by Executive for Good Reason (as defined herein). As used in this Agreement, “Good Reason” shall mean any of the following, if taken without Executive’s written consent: (i) Any action taken by the Bank or the Corporation which results in a material reduction or diminution in Executive’s authority, duties, or responsibilities as Chief Corporate Development Officer of the Corporation and the Bank; (ii) The assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s role as Chief Corporate Development Officer of the Corporation and the Bank;

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- 4 - (iii) Any material decrease in Executive’s Annual Base Salary and/or benefits, including any incentive compensation plan; (iv) The reassignment of Executive to a primary place of employment that would require an additional one-way commute of fifty (50) or more miles; or (v) A material breach of the Agreement. Notwithstanding the foregoing, Executive must give the Bank or the Corporation written notice of any event or condition that would constitute Good Reason within 30 days of the event or condition which would constitute Good Reason, and upon the receipt of such written notice the Bank or the Corporation shall have 30 days to remedy such event or condition. If such event or condition is not remedied within such 30-day period, any termination of employment by Executive for Good Reason must occur within 30 days after the period for remedying such condition or event has expired. (f) Resignation from Board of Directors. In the event Executive’s employment under this Agreement is terminated for any reason, if applicable, Executive’s service as a Director of the Corporation, the Bank, and/or any affiliate or subsidiary thereofshall immediately terminate. This Section 3(f) shall constitute a resignation notice for such purposes. 4. Employment Period Compensation, Benefits and Expenses. (a) Annual Base Salary. The Bank shall pay Executive an annual base salary during the Employment Period, minus applicable withholdings and deductions, payable at the same times as salaries are payable to other executive employees of the Bank (the “Annual Base Salary”). The Annual Base Salary shall be at the rate of $400,000.00 (Four Hundred Thousand Dollars and No Cents) per year. (b) Stay Bonus. Immediately prior to the Effective Time, either William Penn or WPB shall pay Executive a one-time bonus of $2,074,776.00 (Two Million Seventy-Four Thousand Seven Hundred Seventy-Six Dollars and No Cents)), payable in a single lump-sum, minus applicable withholdings and deductions (“Stay Bonus”). (c) Retention Bonus. Assuming Executive remains actively employed during and throughout the Employment Period, the Bank shall pay Executive a retention bonus in the total amount of $900,000.00 (Nine Hundred Thousand Dollars and No Cents), which shall be payable in three (3) equal installments over the course of the Employment Period as follows: (i) Executive shall receive a lump sum payment of $300,000.00 (Three Hundred Thousand Dollars and No Cents), minus applicable withholdings and deductions, on the first regularly scheduled payroll date following the first anniversary of the Effective Time (“First Retention Bonus”). (ii) Executive shall receive a lump sum payment of $300,000.00 (Three Hundred Thousand Dollars and No Cents), minus applicable


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- 5 - withholdings and deductions, on the first regularly scheduled payroll date following the second anniversary of the Effective Time (“Second Retention Bonus”). (iii) Executive shall receive a lump sum payment of $300,000.00 (Three Hundred Thousand Dollars and No Cents), minus applicable withholdings and deductions, on the first regularly scheduled payroll date following the third anniversary of the Effective Time, i.e., the anticipated conclusion of the three-year Employment Period hereunder (“Third Retention Bonus”). (d) Other Bonuses (Cash- or Equity-Based). During the term of this Agreement, Executive shall be entitled to such cash bonuses and stock-based incentives as may be granted by the Board and/or Bank Board under the Corporation’s and/or Bank’s cash bonus and stock-incentive plans and consistent with Executive’s responsibilities and performance. (e) Vacations, Holidays, Etc. During the Employment Period, Executive shall be entitled to paid time off of at least 25 days per year or, if greater, such other amount as provided under the policies as established from time to time by the Board and/or the Bank Board. Executive shall also be entitled to all paid holidays, sick days, and personal days provided by the Bank to its regular full-time employees and senior executive officers. (f) Deferred Compensation Plan. During the Employment Period, Executive shall be eligible to participate in a deferred compensation plan to be established by the Bank, which, at a minimum, shall include fully vested annual contributions from the Bank of $50,000.00 (Fifty Thousand Dollars and No Cents). The plan shall provide for payment of Executive’s account balance upon his termination of employment for any reason, other than a termination for Cause. (g) Employee Benefit Plans. During the Employment Period, Executive shall be entitled to participate in or receive the benefits of any employee benefit plan currently in effect at the Bank, subject to the eligibility and terms of each such plan, until such time that the Board and/or the Bank Board authorizes a change in such benefits. The Corporation and the Bank shall not make any changes in such plans or benefits which would adversely affect Executive’s rights or benefits thereunder unless such change occurs pursuant to a program applicable to all executive officers of Corporation and Bank and does not result in a proportionately greater adverse change in the rights of or benefits to Executive as compared with any other executive officer of Corporation and Bank. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to Executive pursuant to Section 4(a) hereof. (h) Perquisites, Business Expenses. During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all customary and usual expenses incurred by him, which are properly accounted for, in accordance with the policies and procedures established by the Corporation and/or the Bank in accordance with industry practice for its senior executive officers.

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- 6 - (i) Automobile. During the Employment Period, Executive shall be entitled to use of a company automobile in accordance with the automobile policy as established from time to time by the Corporation and/or the Bank. The Corporation and/or the Bank will cover the cost of maintenance, insurance, and fuel for this vehicle, and Executive will be responsible for the taxes associated with any personal use of the vehicle. (j) Country Club Membership. During the Employment Period, Executive shall be entitled to reimbursement of the annual membership fee for one (1) country club mutually agreed upon by the Executive and Bank. 5. Rights in Event of Termination of Employment. (a) Upon the termination of Executive’s employment for any reason: (i) the Bank shall pay to Executive in a lump sum within thirty (30) days after the termination date: (A) any Annual Base Salary that has accrued but is unpaid; (B) any bonus that has been earned for the year prior to the year in which the termination date occurs, but is unpaid; (C) any reimbursable expenses that have been incurred but are unpaid; and (D) any accrued but unused vacation or personal days, as of the termination date; and (ii) the Bank shall provide any vested plan benefits that by their terms extend beyond termination of Executive’s employment, but only to the extent provided in any such benefit plan in which Executive has participated in accordance with the terms thereof. (b) If Executive’s employment is involuntarily terminated without Cause (other than for death or Disability) or is voluntarily terminated by Executive for Good Reason, Executive shall be entitled to receive the compensation set forth below: (i) Executive shall be paid severance equal to the continuation of the Annual Base Salary for the remaining term of the Employment Period determined as of Executive’s termination of employment, plus any unpaid portion of the retention bonus described in Section 4(c). Such amount shall be paid in one lump sum within thirty (30) days following Executive’s termination of employment. The amount shall be subject to federal, state and local tax withholdings. Executive shall not be required to mitigate the amount of any payment provided for in this Section 5(b)(i) by seeking other employment or otherwise, nor shall the amount of payment or the benefit provided for in this Section 5(b)(i) be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

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- 7 - (ii) In addition, through the end of the period that Executive is receiving severance pursuant to Section 5(b)(i), or until Executive is eligible for substantially similar benefits through other employment, whichever shall first occur, Executive shall be permitted to continue participation in, and the Bank shall maintain the same level of contribution for, Executive’s participation in the Bank’s life, disability, and medical/health insurance, and any other health and welfare benefits in effect with respect to Executive as of the date of his termination of employment, or, if the Bank cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the after-tax cost to Executive of obtaining such benefits (or substantially similar benefits), such amount to be paid within thirty (30) days following the Executive’s termination of employment. (c) Notwithstanding anything in this Section 5 to the contrary, if, during the Employment Period, Executive’s employment is terminated either without Cause or for Good Reason following a Change in Control of the Corporation that occurs: (i) prior to the first anniversary of the Effective Time: Executive shall receive, subject to the limitations under Section 17, a lump sum cash severance payable under Section 5(b)(i) in an amount equal to three (3) times the Annual Base Salary, and the benefits in Section 5(b)(ii) shall be extended for a period of thirty-six (36) months; (ii) after the first anniversary but prior to the second anniversary of the Effective Time: Executive shall receive, subject to the limitations under Section 17, a lump sum cash severance payable under Section 5(b)(i) in an amount equal to two (2) times the Annual Base Salary, and the benefits in Section 5(b)(ii) shall be extended for a period of twenty-four (24) months; or (iii) after the second anniversary but prior to the third anniversary of the Effective Time (i.e., the end of the Employment Period): Executive shall receive, subject to the limitations under Section 17, a lump sum cash severance payable under Section 5(b)(i) in an amount equal to one (1) times the Annual Base Salary, and the benefits in Section 5(b)(ii) shall be extended for a period of twelve (12) months. (iv) For the avoidance of doubt, the foregoing payments and benefits of this Section 5(c) shall be in addition to the payment of any unpaid portion of the retention bonus described in Section 4(c). (v) “Change in Control” means a change in the ownership or effective control of the Corporation or a change in the ownership of a substantial portion of the assets of the Corporation, as determined


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- 8 - pursuant to Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the regulations and guidance thereunder. 6. Restrictive Covenants: Confidentiality, Non-Solicitation, Non-Disparagement. (a) Executive agrees that he shall not at any time, except in performance of his obligations to the Corporation and the Bank or with the prior written consent of the Corporation or the Bank, directly or indirectly, reveal to any “Person” (as defined in Section 3(9) of the Employee Retirement Income Security Act of 1974, as amended) (other than the Corporation, the Bank, or their employees, officers, directors, shareholders, or agents) or use for the Executive’s own benefit any confidential information of the Corporation, the Bank, or any of their subsidiaries or affiliates (such subsidiaries and affiliates, collectively “Affiliates”) relating to the assets, liabilities, employees, goodwill, or business affairs of the Corporation, the Bank, or any of their Affiliates, including, without limitation, any information concerning past, present, or prospective customers, marketing, operating, or financial data, or other confidential information used by, or useful to, the Corporation, the Bank, or any of their Affiliates and known (whether or not known with the knowledge and permission of the Corporation, the Bank, or any of their Affiliates and whether or not at any time prior to the Effective Time developed, devised, or otherwise created in whole or in part by Executive’s efforts) to Executive by reason of Executive’s employment by, shareholdings in, or other association with the Corporation, the Bank, or any of their Affiliates and which is of tangible or intangible value to the Corporation, the Bank, or any of their Affiliates and the details of which are not generally known to their competitors or the general public (“Confidential Information”). Executive further agrees that Executive will retain all copies and extracts of any written or electronic Confidential Information acquired or developed by Executive during any such employment, shareholding, or association in trust for the sole benefit of the Corporation, the Bank, their Affiliates, and their successors and assigns. Upon the request and at the expense of the Corporation or the Bank, Executive will promptly make all disclosures, execute all instruments and papers, and perform all acts reasonably necessary to vest and confirm in the Corporation, the Bank, and their Affiliates, fully and completely, all rights created or contemplated by this Section 6(a). The term “Confidential Information” will not include information that is or becomes generally available to the public other than as a result of a disclosure by, or at the direction of, Executive. Executive’s agreements set forth in this Section 6(a) regarding Confidential Information are independent of, and in addition to, Executive’s agreements set forth in the rest of Section 6 and will not be construed either to enlarge or to contract the scope of such other agreements. (b) Executive agrees with the Corporation and the Bank that, for so long as Executive is employed by the Corporation, the Bank, or any of their Affiliates, and for a period of time (defined below) following Executive’s termination of employment (“Non-Solicit Period”), Executive will not in any way, directly or indirectly (except in the course of Executive’s employment with the Corporation, the Bank, and their Affiliates), for the purpose of conducting or engaging in any Competing Business, call upon, solicit, advise, or accept business from any Person who is, or was, during the then most recent 12-month period, a customer of the Corporation, the Bank, or any of their Affiliates, or take away or interfere or attempt to take away or interfere with any custom, trade, business, patronage, or affairs of the Corporation, the Bank, or any of their Affiliates, or hire or attempt to hire, or otherwise engage or attempt to engage as an independent contractor or otherwise any Person who is, or was during the then most recent 12-month period,


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- 9 - an employee, officer, representative, or agent of the Corporation, the Bank, or any of their Affiliates, or solicit, induce, or attempt to solicit or induce any Person who is an employee, officer, representative, or agent of the Corporation, the Bank, or any of their Affiliates to leave the employ of the Corporation, the Bank, or any of their Affiliates or cease their business relationship with Corporation, the Bank, or any of their Affiliates (as the case may be), or violate the terms of their contracts, or any employment arrangements, with the Corporation, the Bank, or any of their Affiliates. (i) In the event that Executive is involuntarily terminated for Cause or voluntary terminates employment without Good Reason, the Non-Solicit Period for all purposes (i.e., both customers and employees) will last for twelve (12) months from the date of such termination. (ii) In the event that Executive is involuntarily terminated without Cause or voluntary terminates employment for Good Reason, the Non-Solicit Period with respect to customers will last for six (6) months from the date of such termination, and the Non-Solicit Period with respect to employees will last for twelve (12) months from the date of such termination. (iii) In the event that Executive is terminated, for any reason, following a Change in Control, the Non-Solicit Period with respect to customers will be inapplicable, and the Non-Solicit Period with respect to employees will last for twelve (12) months from the date of such termination. (c) For purposes of this Section 6, a “Competing Business” means a business or enterprise (other than the Corporation, the Bank, and their Affiliates) that is engaged in the commercial banking, financial services or investment, insurance, or any similar financial services-related business in which the Corporation, the Bank, or any of their Affiliates is/are currently engaged or was/were so engaged during the most recent twelve (12) months. (d) Executive confirms that all Confidential Information is and will remain the exclusive property of the Corporation, the Bank, and their Affiliates. All business records, papers, and documents kept or made by Executive relating to the business of the Corporation, the Bank, and/or their Affiliates will be and remain the property of the Corporation, the Bank, and their Affiliates. (e) Executive agrees to refrain from making, publishing, or communicating to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Corporation, the Bank, or any of their Affiliates, or any of its or their employees, officers, directors, agents, or advisors in their capacities as such. Subject to the provisions of this Agreement, nothing in this Section 6(e) will preclude Executive from fulfilling any duty or obligation that Executive may have at law, from responding to any subpoena or official inquiry from any court or government agency (including providing truthful testimony and/or documents subpoenaed or requested), from cooperating in good faith with any such proceeding or


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- 10 - investigation, from consulting with an attorney retained by Executive, or from taking any reasonable actions to enforce Executive’s rights under this Agreement. (f) Without intending to limit the remedies available to the Corporation, the Bank, and their Affiliates, Executive agrees that a breach of any of the covenants contained in this Section 6 may result in material and irreparable injury to the Corporation, the Bank, or their Affiliates for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Corporation, the Bank, and their Affiliates will be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining Executive from engaging in activities prohibited by this Section 6 or such other relief as may be required specifically to enforce any of the covenants in this Section 6. Such injunctive relief in any court will be available to the Corporation, the Bank, and their Affiliates in lieu of, or prior to or pending determination in, any arbitration proceeding. (g) Although the parties consider the restrictions contained in this Section 6 to be the minimum restriction reasonable for the purposes of preserving the Corporation’s and the Bank’s goodwill and other proprietary rights, if a final determination is made by a court that any restriction contained in this Section 6 is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of this Section 6 will not be rendered void, but will be deemed amended to apply to the maximum extent permitted by the court. (h) Notwithstanding anything to the contrary in Section 5, in the event that Executive breaches any of the covenants contained in this Section 6: (i) Any remaining payments or benefits to be provided under Section 5 will not be paid or will cease immediately upon such breach; and (ii) The Corporation and the Bank will be entitled to the immediate repayment of all payments and benefits provided to Executive under Section 5 following the date of any such breach. (i) Executive agrees that the covenants contained in this Section 6 may be assigned by the Corporation and the Bank, as needed, to affect its purpose and intent and that the Corporation’s or the Bank’s assignee will be entitled to the full benefit of the restrictions enjoyed by the Corporation and the Bank under the terms of these covenants. (j) Notwithstanding any other provision of this Agreement, Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or for any disclosure of a trade secret that is made in a complaint or other document filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Corporation, the Bank, or their Affiliates for reporting a suspected violation of law, Executive may disclose the Corporation’s, the Bank’s, or their Affiliate’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding, but only if


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- 11 - Executive files any document containing trade secrets under seal; and does not disclose trade secrets, except pursuant to court order. 7. Required Release. Notwithstanding anything herein to the contrary, Executive’s entitlement to any payments under Section 5 shall be contingent upon Executive’s prior agreement with and signature to a complete release agreement in the form as mutually agreed by the parties. Such release agreement shall be executed, if at all, and the applicable payments and benefits contingent upon the execution of such agreement shall be provided or commence being provided, if at all, within 60 days following the date of termination; provided, however, that if such 60-day period begins in one taxable year and ends in a second taxable year, the payments and benefits will be provided or commence being provided, if at all, in the second taxable year. The form of such release agreement is attached hereto as Exhibit A and incorporated herein by reference. 8. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and if mailed by registered or certified U.S. mail, postage prepaid with return receipt requested, and by regular U.S. mail, postage prepaid, to Executive’s address, in the case of notices to Executive, and to the principal executive office of the Corporation, in the case of notice to the Corporation or the Bank. 9. Waiver. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by Executive and an executive officer specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 10. Assignment. This Agreement shall not be assignable by any party, except by the Bank and the Corporation to any successor in interest to its business. 11. Integration. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes and replaces any prior written or oral agreements between them respecting the within subject matter, including, without limitation, the Existing Agreement. 12. Successors, Binding Agreement. (a) The Corporation and the Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Corporation and/or the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation and the Bank would be required to perform it if no such succession had taken place. As used in this Agreement, “Corporation” and “Bank” shall mean the Corporation and the Bank as defined previously and any successor to its respective business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. (b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, heirs, distributees,


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- 12 - devisees, or legatees. If Executive should die following termination of Executive’s employment without Cause, and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or, if there is no such designee, to Executive’s estate. 13. Legal Expenses; Indemnification. (a) In the event that a party to this Agreement is required to commence litigation to obtain or enforce any right or benefit of such party under this Agreement, such party shall be entitled to reimbursement from the other party for fees and costs reasonably incurred by such party in such litigation to the extent that such party is the prevailing party in such litigation. (b) The Bank shall indemnify Executive against payment of any claims arising out of or in connection with any business of the Bank or the Corporation, and against payment of any costs reasonably incurred by Executive in defending against any such claims, to the fullest extent permitted by law and by the articles of incorporation and bylaws of the Corporation and the Bank. 14. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 15. Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic, internal laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles. 16. Headings. The section headings of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. 17. Limitations on Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and that it would be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

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- 13 - (b) All determinations to be made under this Section 17 shall be made, in writing, by the Corporation’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Corporation and you within ten (10) days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Corporation and you. You shall in your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 17, which determination shall be made by delivery of written notice to the Corporation within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after your timely determination, the Corporation shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you, such amounts as are then due to you under this Agreement. In the event you do not make such timely determination then within fifteen (15) days after Corporation’s receipt of the determination of the Accounting Firm, the Corporation, in its sole discretion, may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Corporation which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Corporation could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Corporation together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Corporation if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of you together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. (e) All payments made to Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder. 18. Recovery of Bonuses and Incentive Compensation. Notwithstanding anything in this Agreement to the contrary, all bonuses and incentive compensation, but not Annual Base Salary or payments due Executive under Section 5, paid hereunder (whether in equity or in cash)

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- 14 - shall be subject to recovery by the Corporation or the Bank in the event that such bonuses or incentive compensation are subject to recovery pursuant to any clawback or similar policy maintained by the Corporation and/or Bank during the term of this Agreement. In the event that the Board or the Bank Board determines that a bonus or incentive compensation payment to Executive is recoverable, Executive shall reimburse all or a portion of such bonus or incentive compensation, to the fullest extent permitted by law, as soon as practicable following written notice to Executive by the Corporation or the Bank of the same. 19. Application of Code Section 409A. (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of Executive’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay)shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period. (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Any payments made pursuant to Section 5, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from


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- 15 - service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. (d) To the extent it is determined that any benefits described in Section 5(a)(ii) are taxable to Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision. 20. Limitation on Golden Parachute Payments. Notwithstanding anything in this Agreement to the contrary, the obligation to make payment of any severance benefits as provided herein (including, without limitation, any payments due Executive under Section 5, and, to the extent incurred after termination, legal fees and expenses covered by Section 13) is conditioned upon compliance with applicable law, including 12 C.F.R. Part 359. In addition, Executive covenants and agrees that the Corporation and the Bank and their successors and assigns shall have the right to demand the return of any “golden parachute payments” (as defined in 12 C.F.R. Part 359) in the event that any of them obtain information indicating that Executive committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses contained in 12 C.F.R. §359.4(a)(4), and Executive shall promptly return any such “golden parachute payment” upon such demand. 21. Recission. This Agreement nullifies, rescinds and declares void the Existing Agreement. This Agreement supersedes and is the controlling document for the employment relationship between the parties. [SIGNATURE BLOCK FOLLOWS]

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Exhibit A Ex. A p. 1 RELEASE AGREEMENT THIS RELEASE AGREEMENT (this “Release Agreement”) is made as of this ____ day of _____________, 20____, by and between MID PENN BANCORP, INC., a Pennsylvania business corporation (the “Corporation”), MID PENN BANK, a Pennsylvania chartered commercial bank (the “Bank”) (collectively, the “Employer”), and KENNETH J. STEPHON, an adult individual (“Executive”). Capitalized terms not defined in this Release Agreement shall have the meanings ascribed to them under the agreement between the Employer and the Executive, dated _________ ___, 20____, (the “Employment Agreement”). In consideration of the mutual agreements set forth below and intending to be legally bound, the parties hereby agree as follows. 1. General Release. In consideration of the payments and benefits required to be provided to the Executive under Section 5(b) or 5(c) of the Employment Agreement (the “Post-Termination Payments”), and after consultation with counsel, Executive, for himself and on behalf of each of his heirs, executors, administrators, representatives, agents, successors, and assigns (collectively, the “Releasors”), hereby irrevocably and unconditionally releases and forever discharges the Corporation, the Bank, and their Affiliates, and each of its/their officers, employees, directors, shareholders, and agents (collectively, the “Releasees”) from any and all claims (including claims for attorney’s fees), actions, causes of action, rights, judgments, obligations, damages, demands, accountings, or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local, or foreign law, that the Releasors may have, or in the future may possess, arising out of: (i) Executive’s employment relationship with and service as an employee, officer, or director of the Employer and any of its affiliates, or the termination of the Executive’s service in any and all of such relevant capacities; or (ii) the Employment Agreement; provided, however, that the release set forth in this Section shall not apply to: (x) the payment and/or benefit obligations of the Employer or any of its affiliates, (collectively, the “Employer Group”) under the Employment Agreement; (y) any Claims that Executive may have under any plans or programs not covered by the Employment Agreement in which Executive participated and under which Executive has accrued and become entitled to a benefit; and (z) any indemnification or other rights that Executive may have under the Employment Agreement or in accordance with the governing instruments of any member of the Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to liabilities arising as a result of Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof. Except as provided in the immediately preceding sentence, the Releasors further agree that the Post-Termination Payments shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Employer or any member of the Employer Group arising out of Executive’s employment relationship under the Employment Agreement and his service as an employee, officer, or director of the Employer or a member of the Employer Group under the Employment Agreement or the termination thereof, as applicable. 2. Specific Release of Claims. In further consideration of the Post-Termination Payments, the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have in connection with Executive’s employment or termination of employment, arising under:

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Exhibit A Ex. A p. 2 (a) Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), the Rehabilitation Act, the Family and Medical Leave Act (“FMLA”), the Genetic Information Non-Discrimination Act (“GINA”), and any similar federal, state, or local laws, including without limitation, the Pennsylvania Human Relations Act, as amended and any other non-discrimination and fair employment practices laws of any state and/or locality in which Executive works and/or resides, all as amended; and (b) the Fair Credit Reporting Act (“FCRA”), the Employee Retirement Income Security Act (“ERISA”), the Worker Adjustment and Retraining Notification Act (“WARN”). Notwithstanding anything contained herein to the contrary, no portion of any release contained in any Section of this Release Agreement shall release the Employer or the Employer Group from any Claims that Executive may have for breach of the provisions of this Release Agreement or to enforce this Release Agreement, that may arise after the date of this Release Agreement, or to challenge the validity of the Executive’s release of ADEA Claims. By signing this Release Agreement, Executive hereby acknowledges and confirms the following: (i) Executive was advised by the Employer or his then employer in connection with his termination of employment or retirement to consult with an attorney of his choice prior to signing this Release Agreement and to have such attorney explain to Executive the terms of this Release Agreement, including, without limitation, the terms relating to Executive’s release of Claims, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than 21 days to consider the terms of this Release Agreement prior to its signing; and (iii) Executive knowingly and voluntarily accepts the terms of this Release Agreement. 3. No Assignment of Claims. Executive represents and warrants that he has not assigned any of the Claims being released hereunder. 4. Complaints. Executive affirms that he has not filed any complaint against any Releasee with any local, state, or federal court and agrees not to do so in the future, except for Claims challenging the validity of the release of ADEA Claims. Executive affirms further that he has not filed any claim, charge, or complaint with the United States Equal Employment Opportunity Commission (“EEOC”) or any state or local agency authorized to investigate charges or complaints of unlawful employment discrimination (together, “Agency”). Executive understands that nothing in this Release Agreement prevents him from filing a charge or complaint of unlawful employment discrimination with any Agency or assisting in or cooperating with an investigation of a charge or complaint of unlawful employment discrimination by an Agency; provided, however, that Executive acknowledges he may not recover any monetary benefits in connection with any such claim, charge, complaint, or proceeding, and by signing this Release Agreement, he disclaims entitlement to any such relief. Furthermore, if any Agency or court has now assumed or later assumes jurisdiction of any claim, charge, or complaint on Executive’s behalf against any Releasee, Executive will disclaim entitlement to any relief. 5. Revocation. This Release Agreement may be revoked by Executive at any point within the seven-day period commencing on the date Executive signs this Release Agreement (the “Revocation Period”). In the event of any such revocation by Executive, all obligations of the


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Exhibit A Ex. A p. 3 parties under this Release Agreement shall terminate and be of no further force and effect as of the date of such revocation. No such revocation by Executive shall be effective unless it is in writing and signed by Executive and received by the Employer prior to the expiration of the Revocation Period. In the event of revocation, Executive shall not be entitled to the Post-Termination Payments, the receipt of which is conditioned on Executive’s execution of this Release Agreement. 6. Cooperation. Executive agrees to cooperate with the Employer’s reasonable requests with respect to all matters arising during or related to his employment about which he has personal knowledge because of his employment with the Employer, including but not limited to all matters (formal or informal) in connection with any government investigation, internal Employer investigation, litigation (potential or ongoing), administrative, regulatory, or other proceeding which currently exists, or which may have arisen prior to or arise following the signing of this Release Agreement. The Employer agrees to provide Executive with reasonable advance notice of such requests and to accommodate Executive’s schedule. Executive understands that the Employer agrees to reimburse Executive for his reasonable out-of-pocket expenses (not including attorney’s fees, legal costs, or lost time or opportunity) incurred in connection with such cooperation. 7. No Admission of Liability. Executive agrees that this Release Agreement does not constitute, nor should it be construed to constitute, an admission by the Employer of any violation of federal, state, or local law, regulation, or ordinance, nor as an admission of liability under the common law or for any breach of duty the Employer owed or owes to Executive. 8. Representations and Warranties. Executive acknowledges and agrees that, except as disclosed on a disclosure schedule to be provided at the time of execution of this Release Agreement: (i) he is not aware of nor has he reported any conduct by any of the Releasees that violates any federal, state, or local law, rule, or regulation; (ii) he has not been denied any rights or benefits under the FMLA or any state or local law, act, or regulation providing for family and/or medical leave or been discriminated against in any way for exercising his rights under these laws; and (iii) in connection with offering the Post-Termination Payments, the Employer has not provided to Executive, and has no obligation to provide to Executive, any material non-public information as defined in applicable federal securities laws, concerning the Employer. 9. Confidentiality. Executive agrees to keep and maintain as confidential the terms and contents of this Release Agreement and the contents of any/all negotiations and discussions resulting in this Release Agreement, except: (i) as needed to obtain legal counsel, financial, or tax advice; (ii) to the extent required by federal, state, or local law or by order of court; (iii) as needed to challenge the release of ADEA Claims or to participate in an Agency investigation; (iv) as otherwise agreed to in writing by an executive officer specifically designated by the Board or the Bank Board; or (v) to disclose to members of his immediate family. Executive agrees that before he seeks legal counsel or financial or tax advice or discloses the terms or contents of this Release Agreement to a member of his immediate family, he will secure an agreement from such counsel, advisors or family members to adhere to the same confidentiality obligations that apply to his hereunder.

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Exhibit A Ex. A p. 4 10. Successors. This Release Agreement is for the benefit of and is binding upon Executive and his heirs, administrators, representatives, executors, successors, beneficiaries, and assigns, and is also for the benefit of the Releasees and their successors and assigns. 11. Violation. If Executive violates Sections 1 or 2 of this Release Agreement, the Employer will be entitled to the immediate repayment of the Post-Termination Payments. Executive agrees that repayment will not invalidate this Release Agreement and acknowledges that he will be deemed conclusively to be bound by the terms of this Release Agreement and to waive any right to seek to overturn or avoid it. If Executive violates Sections 1 or 2 of this Release Agreement before all Post-Termination Payments have been provided, the Employer may discontinue any unpaid conditional payments and benefits. 12. Additional Damages Available for Violation. Executive agrees that the Employer will maintain all rights and remedies available to it at law and in equity in the event Executive violates any provision of this Release Agreement. These rights and remedies may include, but may not be limited to, the right to bring court action to recover all consideration paid to Executive pursuant to this Release Agreement and any damages the Employer may suffer as a result of such a breach. 13. Entire Agreement and Amendment. This Release Agreement, together with the Employment Agreement as it may be amended from time to time, contains and constitutes the entire understanding and agreement between the parties hereto with respect to Executive’s severance benefits and waiver and release of Claims against the Employer Group and cancels all previous oral and written negotiations, agreements, commitments, and writings in connection therewith. This Release Agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by a duly authorized representative of the parties and their respective agents, assign, heirs, executors, successors, and administrators. No delay or omission by the Employer in exercising any right under this Release Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Employer on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. 14. Applicable Law. This Release Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles and except as preempted by federal law. Should any provision of this Release Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and the illegal or invalid part, term, or provision will be deemed not to be a part of this Release Agreement. 15. Assignment. Executive’s rights and obligations under this Release Agreement shall inure to Executive’s benefit and shall bind Executive, his heirs, administrators, representatives, executors, successors, beneficiaries, and assigns. The Employer’s rights and obligations under this Release Agreement shall inure to the benefit of and shall bind the Employer, its successors, and assigns. Executive may not assign this Release Agreement. The Employer may assign this Release Agreement, but it may not delegate the duty to make any payments hereunder or under the


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Exhibit A Ex. A p. 5 Employment Agreement without Executive’s written consent, which shall not be unreasonably withheld. 16. Severability. If any provision of this Release Agreement is held unenforceable by a court of competent jurisdiction, all remaining provisions shall continue in full force and effect without being impaired or invalidated in any way. 17. Notices. Any notice required to be provided to Executive hereunder shall be given to Executive in writing by certified mail, return receipt requested, or by Federal Express, addressed to Executive at the address of record with the Employer, or at such other place as Executive may from time-to-time designate in writing. Any notice which Executive is required to give to the Employer hereunder shall be given in writing by certified mail, return receipt requested, or by Federal Express, addressed to the Senior Human Resources Officer at its principal office. The dates of mailing any such notice shall be deemed to be the date of delivery thereof. Executive is hereby advised that he has up to 21 calendar days to review this Release Agreement and that Executive should consult with an attorney of his choice prior to execution of this Release Agreement. Any modifications, material or otherwise, made to this Release Agreement do not restart or affect in any manner the original 21-day period. By signing this Release Agreement, Executive acknowledge that the Employer has advised and encouraged him to consult with an attorney prior to executing same. Executive has carefully read and fully understands the provisions of this Release Agreement and has had sufficient time and opportunity to consult with his personal tax, financial, and legal advisors prior to executing this Release Agreement, and Executive intends to be legally bound by its terms. [SIGNATURE BLOCK FOLLOWS]

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Exhibit A Ex. A p. 6 IN WITNESS WHEREOF, the parties have executed this Release Agreement as of the day and year first set forth above. ATTEST: MID PENN BANCORP, INC. ATTEST: MID PENN BANK WITNESS: KENNETH J. STEPHON

EX-31.1 3 wmpn-20241231xex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Kenneth J. Stephon, certify that:

1.            I have reviewed this quarterly report on Form 10-Q of William Penn Bancorporation;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.            The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)          Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s second fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.            The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 6, 2025

​

​

​

​

​

By:

/s/ Kenneth J. Stephon

​

Name:

Kenneth J. Stephon

​

Title:

Chairman, President and Chief Executive Officer

(principal executive officer)

​
EX-31.2 4 wmpn-20241231xex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Jonathan T. Logan, certify that:

1.            I have reviewed this quarterly report on Form 10-Q of William Penn Bancorporation;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.            The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)          Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s second fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.            The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 6, 2025

​

​

​

​

​

By:

/s/ Jonathan T. Logan

​

Name:

Jonathan T. Logan

​

Title:

Executive Vice President and Chief Financial Officer

(principal financial and chief accounting officer)

​
EX-32.1 5 wmpn-20241231xex32d1.htm EX-32.1

Exhibit 32.1

Certification of CEO Pursuant to 18 U.S.C. Section 1350,

As Added by Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of William Penn Bancorporation (the “Company”) on Form 10-Q for the period ended December 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, the undersigned, hereby certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)          The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

​

Date: February 6, 2025

​

​

​

​

​

By:

/s/ Kenneth J. Stephon

​

Name:

Kenneth J. Stephon

​

Title:

Chairman, President and Chief Executive Officer

​
EX-32.2 6 wmpn-20241231xex32d2.htm EX-32.2

​

Exhibit 32.2

Certification of CFO Pursuant to 18 U.S.C. Section 1350,

As Added by Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of William Penn Bancorporation (the “Company”) on Form 10-Q for the period ended December 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, the undersigned, hereby certify, pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)          The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

​

Date: February 6, 2025

​

​

​

​

​

By:

/s/ Jonathan T. Logan

​

Name:

Jonathan T. Logan

​

Title:

Executive Vice President and Chief Financial Officer

​