
PART I. FINANCIAL INFORMATION Financial Statements (Unaudited) The unaudited statements show total assets of $360.9 million, quarterly net income of $645,000, and stockholders' equity of $74.9 million Consolidated Balance Sheets Total assets slightly decreased to $360.9 million, while stockholders' equity increased to $74.9 million as of September 30, 2022 Consolidated Balance Sheet Summary (in thousands) | Account | September 30, 2022 (Unaudited) | June 30, 2022 | | :--- | :--- | :--- | | Assets | | | | Total cash and cash equivalents | $15,741 | $31,667 | | Securities held to maturity, at amortized cost | $152,141 | $145,239 | | Loans, net | $175,245 | $172,593 | | Total assets | $360,942 | $366,183 | | Liabilities & Equity | | | | Total deposits | $280,052 | $287,075 | | Total liabilities | $286,025 | $291,933 | | Total stockholders' equity | $74,917 | $74,250 | | Total liabilities and stockholders' equity | $360,942 | $366,183 | Consolidated Statements of Net Income Quarterly net income rose to $645,000, driven by a year-over-year increase in net interest income to $2.36 million Consolidated Statements of Net Income (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Total interest and dividend income | $2,605 | $2,261 | | Total interest expense | $242 | $278 | | Net interest income | $2,363 | $1,983 | | Provision for loan losses | - | $15 | | Total non-interest income | $200 | $242 | | Total non-interest expense | $1,748 | $1,638 | | Income before income taxes | $815 | $572 | | Net income | $645 | $472 | | Earnings per share (Basic and diluted) | $0.10 | N/A | Consolidated Statements of Comprehensive Income Comprehensive income for the quarter was $644,000, slightly below net income due to a minor unrealized loss on securities Consolidated Statements of Comprehensive Income (in thousands) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net income | $645 | $472 | | Other comprehensive income (loss), net of tax | ($1) | ($10) | | Comprehensive income | $644 | $462 | Consolidated Statements of Changes in Stockholders' Equity and Retained Earnings Total stockholders' equity increased to $74.92 million, primarily driven by the quarterly comprehensive income of $644,000 - Stockholders' equity rose to $74.9 million at September 30, 2022, mainly due to comprehensive income of $644,000 and ESOP-related adjustments18 Consolidated Statements of Cash Flows A net decrease in cash of $15.9 million resulted from investing and financing activities outpacing cash from operations Consolidated Statements of Cash Flows Summary (in thousands) | Cash Flow Activity | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $730 | $407 | | Net cash used in investing activities | ($9,696) | ($479) | | Net cash used in financing activities | ($6,960) | ($2,899) | | Net change in cash and cash equivalents | ($15,926) | ($2,971) | Notes to Unaudited Consolidated Financial Statements The notes detail accounting policies, business operations, and the impact of new accounting standards like ASU 2016-02 - The Bank's primary business consists of taking deposits from the public and investing them mainly in one- to four-family residential real estate loans24 - On January 12, 2022, the Bank reorganized into a two-tier mutual holding company structure and sold 43% of its common stock in an offering, raising gross proceeds of $28.0 million25 - The company is evaluating the impact of ASU 2016-13 (CECL), which requires measuring expected credit losses and will be effective for fiscal years beginning after December 15, 2022; the impact may be material31 Management's Discussion and Analysis of Financial Condition and Results of Operations Net income increased 36.7% year-over-year, driven by higher net interest income, while total assets saw a slight decrease Comparison of Financial Condition (September 30, 2022 vs. June 30, 2022) Total assets decreased by 1.4% to $360.9 million as cash was redeployed into securities and loans - Total assets decreased by 1.4% to $360.9 million, as cash was used to purchase securities and fund loan growth94 - Net loans increased by 1.5% to $175.2 million, led by growth in one-to-four family residential and commercial real estate loans94 - Deposits decreased by 2.4% to $280.1 million, reflecting management's decision not to raise interest rates amid excess liquidity and customer choices in a rising rate environment94 Comparison of Operating Results (For the Three Months Ended September 30, 2022 and 2021) Net income grew 36.7% to $645,000 year-over-year, propelled by a 25 basis point expansion in the net interest rate spread - Net income rose 36.7% to $645,000, primarily due to a 19.2% increase in net interest income95 - Net interest margin increased by 26 basis points to 2.72% year-over-year, as the yield on interest-earning assets rose while the cost of interest-bearing liabilities fell97 - No provision for loan losses was recorded for the quarter ended September 30, 2022, reflecting continued strong asset quality; the allowance for loan losses was 0.99% of total loans97 Non-Interest Income (in thousands) | Category | Q3 2022 | Q3 2021 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Customer service fees | $37 | $30 | $7 | 23.3% | | Income on bank-owned life insurance | $64 | $60 | $4 | 6.7% | | Gain on sale of security | - | $48 | ($48) | (100.0%) | | Total non-interest income | $200 | $242 | ($42) | (17.4%) | Non-Interest Expense (in thousands) | Category | Q3 2022 | Q3 2021 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Salaries and employee benefits | $1,018 | $967 | $51 | 5.3% | | Occupancy and equipment | $243 | $210 | $33 | 15.7% | | Total non-interest expense | $1,748 | $1,638 | $110 | 6.7% | Management of Market Risk The company manages interest rate risk, with models showing a potential 6.8% NII decrease from a +200 bps rate shock Net Interest Income Sensitivity Analysis (as of Sep 30, 2022) | Rate Change (bps) | Year 1 Change from Level | | :--- | :--- | | +400 | (13.4%) | | +200 | (6.8%) | | +100 | (3.4%) | | Level | - | | -100 | (0.9%) | | -200 | (2.8%) | Economic Value of Equity (EVE) Sensitivity Analysis (as of Sep 30, 2022) | Rate Change (bps) | Decrease in EVE (%) | | :--- | :--- | | +400 | (40.5%) | | +300 | (31.2%) | | +200 | (21.2%) | | +100 | (10.6%) | | Level | - | | -100 | 8.7% (Increase) | | -200 | 16.6% (Increase) | Liquidity and Capital Resources The company maintains a strong liquidity position and exceeds all regulatory capital requirements, remaining 'well capitalized' - Primary sources of funds are deposits, loan and security payments, and available borrowings from the Federal Home Loan Bank of Boston116 - At September 30, 2022, the Bank had the ability to borrow $66.7 million in FHLB advances and had an undrawn $2.4 million line of credit116 - The Bank exceeded all regulatory capital requirements as of September 30, 2022117 Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, this disclosure is not required - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk122 Controls and Procedures Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - Based on an evaluation as of September 30, 2022, the CEO and COO concluded that the company's disclosure controls and procedures are effective125 - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls126 PART II. OTHER INFORMATION Legal Proceedings The company is not involved in any material legal proceedings outside the ordinary course of business - As of September 30, 2022, the company was not involved in any legal proceedings that would be material to its financial condition or results of operations128 Risk Factors As a smaller reporting company, this disclosure is not required - The company is a smaller reporting company and is not required to provide risk factor disclosures129 Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities occurred during the reporting period - None131 Defaults Upon Senior Securities This item is not applicable to the company for the reporting period - Not applicable133 Mine Safety Disclosures This item is not applicable to the company's operations - Not applicable135 Other Information There is no additional information to report for this item - None137 Exhibits This section lists all exhibits filed with the report, including CEO/CFO certifications and XBRL data files - Exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and XBRL data files140