Blue Foundry Bancorp(BLFY) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides the unaudited consolidated financial statements and management's discussion and analysis for the interim period ITEM 1. FINANCIAL STATEMENTS This section presents the unaudited consolidated financial statements, including balance sheets, statements of operations, comprehensive income, equity changes, and cash flows, along with detailed accounting notes CONSOLIDATED BALANCE SHEETS Presents the company's financial position, including assets, liabilities, and shareholders' equity, at specific reporting dates Consolidated Balance Sheet Highlights (In thousands) | Metric | June 30, 2023 | December 31, 2022 | | :-------------------------- | :------------ | :---------------- | | Total Assets | $2,080,514 | $2,043,338 | | Total Liabilities | $1,713,980 | $1,649,620 | | Total Shareholders' Equity | $366,534 | $393,718 | | Loans Receivable, net | $1,567,332 | $1,531,727 | | Deposits | $1,267,261 | $1,288,862 | | FHLB Advances | $399,500 | $310,500 | CONSOLIDATED STATEMENTS OF OPERATIONS Details the company's revenues, expenses, and net income or loss over the reported periods Consolidated Statements of Operations Highlights (In thousands, except EPS) | Metric (3 Months Ended June 30) | 2023 | 2022 | | :------------------------------ | :---------- | :-------- | | Total Interest Income | $19,765 | $14,878 | | Total Interest Expense | $8,859 | $1,716 | | Net Interest Income | $10,906 | $13,162 | | Net (Loss) Income | $(1,825) | $40 | | Basic (Loss) Earnings Per Share | $(0.08) | $0.00 | | Diluted (Loss) Earnings Per Share | $(0.08) | $0.00 | | Metric (6 Months Ended June 30) | 2023 | 2022 | | :------------------------------ | :---------- | :-------- | | Total Interest Income | $38,597 | $28,472 | | Total Interest Expense | $15,750 | $3,371 | | Net Interest Income | $22,847 | $25,101 | | Net (Loss) Income | $(3,034) | $593 | | Basic (Loss) Earnings Per Share | $(0.13) | $0.02 | | Diluted (Loss) Earnings Per Share | $(0.13) | $0.02 | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Reports the company's net income or loss and other comprehensive income or loss components for the periods presented Consolidated Statements of Comprehensive Income (Loss) Highlights (In thousands) | Metric (3 Months Ended June 30) | 2023 | 2022 | | :------------------------------ | :---------- | :-------- | | Net (Loss) Income | $(1,825) | $40 | | Unrealized (Loss) Gain on AFS Securities (arising during period) | $(3,800) | $(10,805) | | Unrealized Gain on Cash Flow Hedge (arising during period) | $5,149 | $2,214 | | Comprehensive Loss | $(1,824) | $(8,203) | | Metric (6 Months Ended June 30) | 2023 | 2022 | | :------------------------------ | :---------- | :-------- | | Net (Loss) Income | $(3,034) | $593 | | Unrealized (Loss) Gain on AFS Securities (arising during period) | $239 | $(26,544) | | Unrealized Gain on Cash Flow Hedge (arising during period) | $3,709 | $7,451 | | Comprehensive Loss | $(1,440) | $(17,782) | CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Outlines the changes in each component of shareholders' equity over the reporting periods Changes in Shareholders' Equity (In thousands) | Metric | June 30, 2023 | December 31, 2022 | | :-------------------------------------- | :------------ | :---------------- | | Total Shareholders' Equity | $366,534 | $393,718 | | Net Loss (6 months) | $(3,034) | N/A | | Other Comprehensive Income (6 months) | $1,594 | N/A | | Purchase of Treasury Stock (6 months) | $(27,645) | N/A | CONSOLIDATED STATEMENTS OF CASH FLOWS Summarizes the cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows Highlights (6 Months Ended June 30, In thousands) | Cash Flow Activity | 2023 | 2022 | | :---------------------------------- | :---------- | :---------- | | Net Cash Used in Operating Activities | $(5,689) | $(2,444) | | Net Cash Used in Investing Activities | $(30,048) | $(206,374) | | Net Cash Provided by Financing Activities | $40,314 | $70,178 | | Net Increase (Decrease) in Cash and Cash Equivalents | $4,577 | $(138,640) | | Cash and Cash Equivalents at End of Period | $45,759 | $54,806 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Provides detailed explanations and additional information supporting the consolidated financial statements NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Outlines the key accounting principles and methods used in preparing the financial statements - The Company adopted ASU 2016-13 (CECL model) on January 1, 2023, resulting in an $18 thousand increase in allowances for credit losses, comprising a $660 thousand increase on loans, a $170 thousand reserve on held-to-maturity securities, and an $811 thousand reversal in the reserve for commitments and letters of credit[128] - ASU 2022-02, which eliminates accounting guidance for Troubled Debt Restructurings (TDRs), was also adopted on January 1, 2023, with a cumulative-effect adjustment to retained earnings of $8 thousand[155] - The CECL model requires estimating expected credit losses over the remaining contractual life of financial assets, utilizing discounted cash flow models, historical loss data, macroeconomic forecasts, and qualitative adjustments[145] NOTE 2 – SECURITIES Details the composition, fair value, and credit loss allowances for the company's investment securities portfolio Securities Portfolio Overview (In thousands) | Metric | June 30, 2023 | December 31, 2022 | | :----------------------------------- | :------------ | :---------------- | | Securities Available-for-Sale (Fair Value) | $300,923 | $314,248 | | Securities Held-to-Maturity (Amortized Cost) | $33,615 | $33,705 | | Total Unrealized Losses on AFS Securities | $(36,006) | $(36,236) | | Allowance for Credit Losses on HTM Securities | $170 | N/A | - The decline in fair value for held-to-maturity securities is primarily attributable to changes in interest rates and liquidity, not credit quality, and the Company does not intend to sell these securities before recovery or maturity[153] NOTE 3 – LOANS RECEIVABLE Provides a breakdown of the loan portfolio by category and discusses credit quality indicators Loans Receivable, Net (In thousands) | Loan Category | June 30, 2023 | December 31, 2022 | | :---------------------------- | :------------ | :---------------- | | Residential one-to-four family | $580,396 | $594,521 | | Multifamily | $696,956 | $690,278 | | Non-residential | $237,247 | $216,394 | | Construction | $36,032 | $17,990 | | Junior liens | $21,338 | $18,477 | | Commercial and industrial | $9,743 | $4,682 | | Consumer and other | $33 | $38 | | Total Loans Receivable, Net | $1,567,332 | $1,531,727 | - The Company categorizes loans into risk categories (Pass, Special Mention, Substandard) based on credit quality indicators, including financial information, payment history, credit documentation, and economic trends[30] NOTE 4 – ALLOWANCE FOR CREDIT LOSSES Presents information on the allowance for credit losses on loans and off-balance-sheet exposures, including non-accrual loans Allowance for Credit Losses on Loans (In thousands) | Metric | June 30, 2023 | December 31, 2022 | | :-------------------------------------- | :------------ | :---------------- | | Balance at End of Period | $14,413 | $13,400 | | Provision for Credit Loss on Loans (3 months) | $273 | $594 | | Provision for Credit Loss on Loans (6 months) | $362 | $(358) | | Net Charge-offs (3 months) | $(13) | $(9) | | Net Charge-offs (6 months) | $(17) | $(17) | Non-Accrual Loans (In thousands) | Loan Category | June 30, 2023 | December 31, 2022 | | :---------------------------- | :------------ | :---------------- | | Residential one-to-four family | $7,460 | $7,498 | | Multifamily | $160 | $182 | | Commercial and industrial | $65 | $35 | | Junior liens | $51 | $52 | | Total Non-Accrual Loans | $7,736 | $7,767 | - The allowance for credit losses for off-balance-sheet exposures decreased to $636 thousand at June 30, 2023, from $1.7 million at December 31, 2022[69] NOTE 5 – LEASES Details the company's operating lease assets, liabilities, and associated costs Operating Lease Information (In thousands) | Metric | June 30, 2023 | December 31, 2022 | | :----------------------------------- | :------------ | :---------------- | | Right-of-Use Assets | $26,594 | $25,906 | | Lease Liabilities | $28,130 | $27,324 | | Weighted Average Remaining Lease Term | 10.7 years | 11.3 years | | Weighted Average Discount Rate | 2.39% | 2.19% | | Net Lease Cost (3 Months Ended June 30) | 2023 | 2022 | | :-------------------------------------- | :------ | :------ | | Total Net Lease Cost | $945 | $835 | | Net Lease Cost (6 Months Ended June 30) | 2023 | 2022 | | :-------------------------------------- | :------ | :------ | | Total Net Lease Cost | $1,846 | $1,665 | NOTE 6 – DEPOSITS Provides a breakdown of deposits by type, including non-interest bearing, NOW, savings, and time deposits Deposits by Type (In thousands) | Deposit Type | June 30, 2023 | December 31, 2022 | | :---------------------------- | :------------ | :---------------- | | Non-interest Bearing Deposits | $26,067 | $37,907 | | NOW and Demand Accounts | $404,407 | $410,937 | | Savings | $315,713 | $423,758 | | Time Deposits | $521,074 | $416,260 | | Total Deposits | $1,267,261 | $1,288,862 | NOTE 7 – STOCK-BASED COMPENSATION Reports the expense recognized for stock options and restricted stock, along with outstanding awards and future compensation costs Share-Based Compensation Expense (In thousands) | Metric (3 Months Ended June 30) | 2023 | | :------------------------------ | :---- | | Stock Option Expense | $397 | | Restricted Stock Expense | $371 | | Total Share-Based Compensation Expense | $768 | | Metric (6 Months Ended June 30) | 2023 | | :------------------------------ | :---- | | Stock Option Expense | $796 | | Restricted Stock Expense | $648 | | Total Share-Based Compensation Expense | $1,444 | - As of June 30, 2023, 1,021,761 stock options were outstanding with a weighted average grant fair value of $11.87[88] - Expected future expense for non-vested options is $9.1 million over a weighted average period of 5.8 years, and for non-vested restricted shares is $8.3 million over 6.0 years[92][98] NOTE 8 – DERIVATIVES AND HEDGING ACTIVITIES Describes the company's use of derivative instruments, primarily interest rate swaps, to manage interest rate risk Interest Rate Swap Summary (In thousands, except rates and years) | Metric | June 30, 2023 | December 31, 2022 | | :-------------------------- | :------------ | :---------------- | | Notional Amounts | $209,000 | $109,000 | | Weighted Average Pay Rates | 2.53% | 1.46% | | Weighted Average Receive Rates | 5.25% | 4.61% | | Weighted Average Maturity | 3.8 years | 4.2 years | | Unrealized Gains, Net | $12,450 | $11,091 | - The Company expects $3.8 million of the unrealized gain on cash flow hedges to be reclassified as a reduction to interest expense during the remainder of 2023[100] NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME Presents the components of accumulated other comprehensive income (loss), including unrealized gains/losses on securities and cash flow hedges Accumulated Other Comprehensive Income (Loss) Components (In thousands) | Component | June 30, 2023 | December 31, 2022 | | :-------------------------------------- | :------------ | :---------------- | | Unrealized Gains on Cash Flow Hedges | $12,450 | $11,091 | | Unrealized Losses on Available-for-Sale Securities | $(35,944) | $(36,183) | | Post-Retirement Plans | $369 | $373 | | Total Accumulated Other Comprehensive Income (Loss) | $(23,125) | $(24,719) | NOTE 10 – FAIR VALUE OF ASSETS AND LIABILITIES Discloses the fair value measurements for financial assets and liabilities, categorized by valuation input levels Fair Value of Financial Assets Measured on a Recurring Basis (June 30, 2023, In thousands) | Asset Category | Total Fair Value | Level 1 | Level 2 | Level 3 | | :---------------------------------- | :--------------- | :------ | :-------- | :------ | | Securities Available-for-Sale | $300,923 | $55,330 | $245,593 | $— | | Derivatives | $12,527 | $— | $12,527 | $— | | Total Financial Assets | $313,450 | $55,330 | $258,120 | $— | Fair Value of Financial Instruments Not Recorded at Fair Value (June 30, 2023, In thousands) | Instrument | Book Value | Fair Value | Level 1 | Level 2 | Level 3 | | :-------------------------- | :--------- | :--------- | :------ | :-------- | :---------- | | Securities Held-to-Maturity | $33,615 | $27,986 | $— | $27,986 | $— | | Loans, Net | $1,567,332 | $1,349,811 | $— | $— | $1,349,811 | | Time Deposits | $521,074 | $513,745 | $— | $513,745 | $— | | FHLB Advances | $399,500 | $403,841 | $— | $403,841 | $— | NOTE 11 – REVENUE FROM CONTRACTS WITH CUSTOMERS AND OTHER INCOME Details the revenue generated from contracts with customers, primarily service charges on deposits and interchange income Revenue from Contracts with Customers (In thousands) | Revenue Source (3 Months Ended June 30) | 2023 | 2022 | | :-------------------------------------- | :---- | :---- | | Service Charges on Deposits | $225 | $267 | | Interchange Income | $13 | $10 | | Total Revenue | $238 | $277 | | Revenue Source (6 Months Ended June 30) | 2023 | 2022 | | :-------------------------------------- | :---- | :---- | | Service Charges on Deposits | $431 | $496 | | Interchange Income | $24 | $19 | | Total Revenue | $455 | $515 | NOTE 12 – EARNINGS PER SHARE Calculates basic and diluted earnings per share, considering net income (loss) and weighted average shares outstanding Earnings Per Share (EPS) (In thousands, except EPS) | Metric (3 Months Ended June 30) | 2023 | 2022 | | :------------------------------ | :---------- | :---------- | | Net (Loss) Income Applicable to Common Shares | $(1,825) | $40 | | Basic EPS | $(0.08) | $0.00 | | Diluted EPS | $(0.08) | $0.00 | | Weighted Average Shares Outstanding - Basic | 24,249,714 | 26,366,324 | | Metric (6 Months Ended June 30) | 2023 | 2022 | | :------------------------------ | :---------- | :---------- | | Net (Loss) Income Applicable to Common Shares | $(3,034) | $593 | | Basic EPS | $(0.13) | $0.02 | | Diluted EPS | $(0.13) | $0.02 | | Weighted Average Shares Outstanding - Basic | 24,131,017 | 26,354,979 | - Anti-dilutive equity awards totaling 1,490,010 for the three months and 1,177,136 for the six months ended June 30, 2023, were excluded from EPS calculation due to the Company's net loss[175] NOTE 13 – SUBSEQUENT EVENTS Confirms that no material events occurred after the balance sheet date but before the financial statements were issued - The Company performed an evaluation and determined that there were no subsequent events to report after the balance sheet date of June 30, 2023, but before the financial statements were issued[169] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Provides management's analysis of the company's financial performance, condition, liquidity, and capital resources for the reported periods Forward-Looking Statements Highlights that the report contains forward-looking statements subject to various business, economic, and competitive uncertainties - The report contains forward-looking statements based on current beliefs and expectations, which are inherently subject to significant business, economic, and competitive uncertainties and contingencies beyond the Company's control[168] - Factors that could cause actual results to differ materially include inflation, changes in the interest rate environment, adverse changes in securities or secondary mortgage markets, changes in monetary or fiscal policies, general economic conditions, and changes in credit losses[168] Critical Accounting Policies and Estimates Identifies and discusses key accounting policies and estimates, particularly the allowance for credit losses, which involve significant judgment - The allowance for credit losses (ACL) is identified as a critical accounting estimate due to the necessity of projecting future loan performance, including cash flows, delinquencies, charge-offs, and collateral values, based on forward-looking economic scenarios[194] - ACL estimates are significantly influenced by external factors such as industry and business trends, geopolitical events, laws, regulations, and economic conditions including interest rates, housing prices, GDP, inflation, and unemployment[194] - Management's estimates involve a high degree of judgment, and changes in the forecasted economic environment could lead to significant impacts on the allowance and provision for credit losses[194] Comparison of Operating Results for the Three Months Ended June 30, 2023 and 2022 Compares the company's financial performance for the three-month periods, highlighting changes in net income, net interest income, and non-interest income - The Company reported a net loss of $1.8 million for the three months ended June 30, 2023, a significant decline from net income of $40 thousand in the prior year period[195] - Net interest income decreased to $10.9 million from $13.2 million, driven by a substantial increase in interest expense ($7.1 million increase) despite a rise in interest income ($4.9 million increase)[195] - Net interest spread decreased by 96 basis points to 1.75%, and net interest margin decreased by 66 basis points to 2.17%[195] - Non-interest income decreased by $114 thousand (23.1%) to $380 thousand, primarily due to reduced loan prepayment fees and the elimination of overdraft fees[195] Comparison of Operating Results for the Six Months Ended June 30, 2023 and 2022 Compares the company's financial performance for the six-month periods, focusing on changes in net income, interest income, and net interest margin - The Company recorded a net loss of $3.0 million for the six months ended June 30, 2023, compared to net income of $593 thousand for the same period in 2022[201] - Interest income increased by $10.1 million (35.6%) to $38.6 million, while interest expense surged by $12.4 million to $15.8 million, primarily due to higher rates on interest-bearing liabilities and increased FHLB advances[201] - Net interest income decreased by $2.3 million to $22.8 million, with net interest spread falling by 73 basis points to 1.89% and net interest margin decreasing by 43 basis points to 2.29%[201] - Non-interest income decreased by $557 thousand (39.2%) to $864 thousand, mainly attributable to a $540 thousand reduction in prepayment fees and the absence of overdraft fees[201] Comparison of Financial Condition at June 30, 2023 and December 31, 2022 Analyzes changes in the company's balance sheet, including total assets, loans, deposits, borrowings, and shareholders' equity - Total assets increased by $37.2 million (1.8%) to $2.08 billion at June 30, 2023, from $2.04 billion at December 31, 2022[198] - Gross loans held for investment increased by $36.6 million (2.4%) to $1.58 billion, driven by increases in non-residential real estate, construction, multifamily, and commercial and industrial loans[212] - Total deposits decreased by $21.6 million (1.68%) to $1.27 billion, with checking and savings accounts decreasing by $126.4 million, partially offset by a $104.8 million increase in time deposits[184] - Borrowings from the Federal Home Loan Bank increased by $89.0 million (28.7%) to $399.5 million, with $209.0 million associated with longer-dated swap agreements[215] - Total shareholders' equity decreased by $27.2 million (6.9%) to $366.5 million, primarily due to the repurchase of approximately 2.76 million treasury shares[215] Liquidity and Capital Resources Assesses the company's ability to meet its financial obligations and maintain adequate capital levels, including regulatory compliance - The Bank exceeded all applicable regulatory capital requirements at June 30, 2023, and was considered 'well capitalized' under regulatory guidelines[220] - Available borrowing capacity at June 30, 2023, totaled $363.0 million with the Federal Home Loan Bank of New York, a $30.0 million line of credit with a correspondent bank, and a $2.5 million line of credit with the Federal Reserve Bank of New York[222] - Total available borrowing capacity is 2.3 times total uninsured and uncollateralized deposits[222] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Details the company's exposure to market risk, primarily interest rate risk, and outlines its management strategies and quantitative impact - The most significant form of market risk for the Company is interest rate risk, which is managed by its ALCO/Investment Committee to limit exposure of the balance sheet and results of operations to changes in market interest rates[216] - Strategies to manage interest rate risk include growing target deposit accounts, utilizing investment securities and interest rate swaps, and diversifying the loan portfolio with more commercial loans[216] Estimated Changes in Economic Value of Equity (EVE) at June 30, 2023 (In thousands) | Change in Interest Rates (basis points) | Estimated EVE | Estimated Increase (Decrease) Amount | Percent Change | | :-------------------------------------- | :------------ | :----------------------------------- | :------------- | | +200 | $12,998 | $(81,091) | (86.2)% | | +100 | $52,720 | $(41,369) | (44.0)% | | 0 | $94,089 | — | — | | -100 | $136,337 | $42,248 | 44.9% | | -200 | $178,358 | $84,269 | 89.6% | - The Company uses derivative financial instruments, specifically interest rate swap agreements with an aggregate notional amount of $209.0 million at June 30, 2023, to reduce risk associated with interest rate volatility[210] ITEM 4. CONTROLS AND PROCEDURES Confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control over financial reporting - The effectiveness of the design and operation of disclosure controls and procedures was evaluated by management, including the Principal Executive Officer and Principal Financial Officer, and concluded to be effective as of June 30, 2023[231] - There were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[231] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity security transactions ITEM 1. LEGAL PROCEEDINGS States that the company is not involved in any material legal proceedings and expects no material adverse effects from existing actions - The Company is not engaged in any legal proceedings of a material nature at the present time[224] - Management believes that the resolution of existing legal actions is not expected to have a material adverse effect on the Company's financial condition or results of operations[224] ITEM 1A. RISK FACTORS Refers to previously disclosed risk factors and confirms no material changes have occurred since prior filings - There have been no material changes in risk factors from those identified in the Annual Report on Form 10-K or prior Quarterly Report on Form 10-Q[225] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES. USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES Details the company's common stock repurchase activities during the quarter and the approval of a new repurchase program Issuer Purchases of Equity Securities (Quarter Ended June 30, 2023) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :----- | :------------------------------- | :--------------------------- | | April | 722,071 | $9.79 | | May | 711,642 | $9.14 | | June | 458,347 | $10.34 | | Total | 1,892,060 | $9.68 | - On April 19, 2023, the Company adopted a new program to repurchase up to 1,335,126 shares (5% of its outstanding common stock), commencing upon the completion of the existing stock repurchase program and having no expiration date[235] ITEM 3. DEFAULTS UPON SENIOR SECURITIES Indicates that there are no reportable events concerning defaults upon senior securities for the company - This item is not applicable to the Company[236] ITEM 4. MINE SAFETY DISCLOSURES States that the company has no disclosures related to mine safety, as this item is not applicable to its operations - This item is not applicable to the Company[241] ITEM 5. OTHER INFORMATION Indicates that there is no other information to report under this item for the company - This item is not applicable to the Company[242] ITEM 6. EXHIBITS Lists all exhibits filed as part of the report, including organizational documents and executive certifications - Exhibits filed include the Certificate of Incorporation, Bylaws, Form of Common Stock Certificate, Blue Foundry Bancorp 2022 Equity Incentive Plan, and certifications from the Principal Executive Officer and Principal Financial Officer[244]