8-K

BV Financial, Inc. (BVFL)

8-K 2023-07-28 For: 2023-07-28
View Original
Added on April 08, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2023

BV FINANCIAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland 001-36094 14-1920944
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
7114 North Point Blvd.
Baltimore, Maryland 21219
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 410 477-5000
---

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share BVFL N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 8.01. Other Events.

On July 26, 2023, BV Financial, Inc. (the “Company”), the holding company for BayVanguard Bank, issued a press release announcing the completion of the community offering by the Company in connection with the conversion of Bay-Vanguard, M.H.C., Inc. from mutual to stock form. For additional information, refer to the press release dated July 26, 2023, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

               Press Release dated July 26, 2023

104 Cover Page Interactive Data File (embedded within Inline XBRL document)

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 hereunto duly authorized.

BV FINANCIAL, INC.
Date: July 28, 2023 By: /s/ David M. Flair
David M. Flair<br>Co-President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Contact:

Michael J. Dee

Chief Financial Officer

(410) 477- 5000

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Baltimore, Maryland, July 26, 2023– BV Financial, Inc. (OTCBB: BVFL), the holding company for BayVanguard Bank (the “Bank”), today reported net income of $3.9 million, or $0.52 per diluted share, for the quarter ended June 30, 2023 compared to net income of $2.8 million, or $0.37 per diluted share, for the quarter ended June 30, 2022. Net income for the six-month period ended June 30, 2023 was $7.0 million or $0.94 per diluted share compared to net income of $5.2 million or $0.70 per diluted share for the six-month period ended June 30, 2022.

Financial Highlights

• Return on average assets and return on average equity for the three months ended June 30, 2023 were 1.78% and 15.24%, respectively.

• Nets loans held to maturity increased $35.7 million or 5.4% compared to December 31, 2022.

• Deposits decreased $14.5 million or 2.1% from $684.6 million at December 31, 2022 to $670.1 million at June 30, 2023.

• Foreclosed real estate decreased $1.4 million or 72.1% as a commercial property was sold at a gain of $678,000.

• Total loan delinquencies at June 30, 2023 decreased by 65.2% to $3.7 million or 0.53% of loans from $10.6 million or 1.59% of total loans at December 31, 2022.

• The Company recorded a credit to the provision for credit losses of $150,000. Net recoveries for the quarter exceeded the required increase in the allowance for credit losses (“ACL”)– loans. Additionally, the required ACL for unfunded commitments decreased by $88,000.

Total Assets. Total assets were $920.8 million at June 30, 2023, an increase of $75.9 million, or 8.9%, from $845.0 million at December 31, 2022. The increase was due primarily to a $45.7 million increase in cash, and a $35.7 million increase in gross loans receivable to $702.9 million at June 30, 2023, partially offset by decreases of $1.4 million in repossessed assets and $500,000 in the cash value of life insurance.

Cash and Cash Equivalents. Cash and cash equivalents increased $41.6 million, or 60.6%, to $110.3 million at June 30, 2023 from $68.7 million at December 31, 2022 as funds were held by

BayVanguard Bank in conjunction with the stock offering of BV Financial, Inc. The offering is expected to close on July 31, 2023.

Net Loans Receivable. Net loans receivable increased $35.7 million, or 5.4%, to $694.8 million at June 30, 2023 from $659.1 million at December 31, 2022. Increases in commercial real estate and construction loans offset decreases in owner and non-owner occupied one- to four-family loans and commercial loans. The increase in construction loans was due primarily to draws on existing lines of credit. The decreases in one- to four-family loans and commercial loans were due primarily to payoffs and paydowns exceeding originations during the six months ended June 30, 2023.

Securities. Securities increased $0.9 million, or 2.0%, to $44.4 million at June 30, 2023 from $43.5 million at December 31, 2022. This increase was primarily due to an increase of $4.0 million in agency securities, partially offset by a $2.5 million decrease in available for sale mortgage-backed securities to $28.6 million at June 30, 2023. Purchases exceeded paydowns and maturities of debt securities for the period.

Total Liabilities. Total liabilities increased $69.1 million or 9.3%, to $816.4 million at June 30, 2023 from $747.2 million at December 31, 2022. The increase was primarily due to $54.9 million in funds collected by the Company for the capital raise in process as of June 30, 2023, a $25.5 million increase in Federal Home Loan Bank borrowings, partially offset by a decrease in total deposits of $14.5 million.

Deposits. Total deposits decreased $14.5 million, or 2.1%, to $670.1 million at June 30, 2023 from $684.6 million at December 31, 2022. Interest-bearing deposits increased $7.0 million, or 1.4%, to $524.3 million at June 30, 2023 from $517.4 million at December 31, 2022. Noninterest bearing deposits decreased $21.5 million, or 12.9%, to $145.7 million at June 30, 2023 from $167.2 million at December 31, 2022.

The decrease in deposits primarily occurred in the month of January 2023 when deposits decreased $14.5 million, primarily from commercial customers making made routine annual post-year end distributions, moved cash to alternative investments and made certain large capital expenditures. The Company has been adjusting interest rates paid on deposits to retain and grow these balances. The turmoil experienced in the banking system in early March 2023 has not led to a measurable increase in customer inquiries or withdrawals.

Federal Home Loan Bank Borrowings. The Company had $37.5 million in Federal Home Loan Bank borrowings at June 30, 2023 compared to $12.0 million in Federal Home Loan Bank borrowings at December 31, 2022. The increase was used to fund loan growth and to maintain on balance sheet liquidity.

Stockholders’ Equity. Stockholders’ equity increased $6.7 million, or 6.9%, to $104.5 million at June 30, 2023, primarily due to $7.0 million in net income and a $547,000 negative adjustment to retained earnings resulting from the adoption of ASC Topic 326 “Financial Instruments-Credit Losses” during the quarter ended March 31, 2023.

Net Interest Income. Net interest income was $8.2 million for the three months ended June 30, 2023 compared to $7.2 million in the three months ended June 30, 2022.The net interest margin for the three months ended June 30, 2023 was 4.19% compared to 3.70% for the three months ended June 30, 2022. The 1.23% increase in the yield on interest-earning assets offset the 1.00% increase in the cost of deposits and borrowed money. The increase in the yield on interest-earning assets was due to higher rates earned on cash balances and loans due to higher market interest rates. The increase in the cost of interest-bearing liabilities was due to an increased reliance on advances from the Federal Home Loan Bank of Atlanta and higher rates paid on deposits and a shift to higher cost certificates of deposits.

Net interest income was $16.4 million for the six months ended June 30, 2023, compared to $13.7 million in the six months ended June 30, 2022.The net interest margin for the six months ended June 30, 2023 was 4.26% compared to 3.60% for the six months ended June 30, 2022. The 1.20% increase in the yield on interest-earning assets offset the 0.72% increase in the cost of deposits and borrowed money. The increase in the yield on interest-earning assets was due to higher rates earned on cash balances and loans due to higher market interest rates. The increase in the cost of interest-bearing liabilities was due to an increased reliance on advances from the Federal Home Loan Bank of Atlanta and higher rates paid on deposits and a shift to higher cost certificates of deposits.

Noninterest Income. For the three months ended June 30, 2023, noninterest income totaled $1.4 million compared to $1.2 million in the quarter ended June 30, 2022. In the quarter ended June 30, 2023, the Company recognized a gain of $678,000 on the sale of foreclosed real estate. In the quarter ended June 30, 2022, the Company recognized a gain of $235,000 on the sale of a former branch building and a $364,000 gain on bargain purchase from the North Arundel Savings Bank acquisition.

For the six months ended June 30, 2023, noninterest income totaled $2.2 million as compared to $2.7 million for the six months ended June 30, 2022. In the six-months ended June 30, 2023, the Company recognized a gain of $678,000 on the sale of foreclosed real estate and $225,000 in excess life insurance proceeds. In the six months ended June 30, 2022, the Company recognized a $694,000 gain on bargain purchase and $620,000 in prepayment penalties on loans.

Noninterest Expense. For the three months ended June 30, 2023, noninterest expense totaled $4.5 million compared to $4.7 million in the three months ended June 30, 2022. Expenses in the quarter ended June 30, 2022 included $727,000 in data processing conversion expenses related the acquisition of North Arundel Savings Bank.

For the six months ended June 30, 2023, noninterest expense totaled $9.2 million as compared to $9.0 million in the six months ended June 30, 2023. Increases in compensation and benefits, professional fees and foreclosed real estate holding costs were partially offset by lower other expenses. Other expenses in the six months ended June 30, 2022 included the above mentioned $727,000 in data processing conversion expenses.

Asset Quality. Non-performing assets at June 30, 2023 totaled $5.1 million consisting of $4.6 million in nonperforming loans and $555,000 in other real estate owned, compared to $7.9 million at December 31, 2022, consisting of $5.9 million in non-performing loans and $2.0 million in other

real estate owned. At June 30 2023, the allowance for credit losses on loans was $8.2 million, which represented 1.16% of total loans and 179.1% of non-performing loans compared to $3.8 million at December 31, 2022, which represented 0.57% of total loans and 64.8% of non-performing loans. In addition, at December 31, 2022, the Bank had credit marks of $3.8 million that was not included in the Bank’s allowance for loan loss estimate which is in accordance with U.S. Generally Accepted Accounting Principles. The credit impairment allowances were established for loans acquired previous mergers.

Forward-Looking Statements

This press release may contain certain forward-looking statements that are based on management’s current expectations regarding economic, legislative and regulatory issues that may impact the Company’s earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, increased competitive pressures, the effects of inflation, potential recessionary conditions, general economic conditions or conditions within the securities markets, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the FRB, changes in the quality, size and composition of our loan and securities portfolios, changes in liquidity, including the size and composition of our deposit portfolio, including the percentage of uninsured deposits in the portfolio, changes in demand for our products and services, accounting and tax changes, deposit flows, real estate values and competition, changes in accounting principles, policies or guidelines, changes in legislation or regulation and other economic, competitive, governmental, regulatory and technological factors affecting the Company’s operations, pricing, products and services, a failure in or breach of our operational or security systems or infrastructure, including cyberattacks that could adversely affect the Company’s financial condition and results of operations and the business in which the Company and the Bank are engaged and the failure to maintain current technologies, the failure to retain or attract employees.

BV Financial, Inc. is the parent company of BayVanguard Bank. BayVanguard Bank is headquartered in Baltimore, Maryland with fifteen branches in the Baltimore metropolitan area and the eastern shore of Maryland. The Bank is a full-service community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses.

BV FINANCIAL, INC.
At or For the Three Months At or For the Six Months
Ended June 30, Ended June 30,
2023 2022 2023 2022
Performance Ratios(1):
Return on average assets 1.78 % 1.28 % 1.62 % 1.22 %
Return on average equity 15.24 % 12.21 % 13.90 % 11.65 %
Interest rate spread(2) 3.77 % 3.55 % 3.92 % 3.44 %
Net interest margin(3) 4.19 % 3.70 % 4.26 % 3.59 %
Non-interest expense to average assets 2.07 % 2.17 % 2.14 % 2.12 %
Efficiency ratio(4) 46.57 % 57.74 % 49.27 % 56.63 %
Average interest-earning assets to average interest-bearing liabilities 135.48 % 136.03 % 135.05 % 135.39 %
Average equity to average assets 11.68 % 10.50 % 11.67 % 10.47 %
Credit Quality Ratios:(6)
Allowance for credit losses as a percentage of total loans 1.16 % 0.49 % 1.16 % 0.49 %
Allowance for credit losses as a percentage of non-performing loans 179.14 % 70.75 % 179.14 % 70.75 %
Net (charge-offs) recoveries to average outstanding loans during the year -0.01 % 0.00 % -0.02 % -0.01 %
Non-performing loans as a percentage of total loans 0.65 % 0.69 % 0.65 % 0.69 %
Non-performing loans as a percentage of total assets 0.50 % 0.52 % 0.50 % 0.52 %
Total non-performing assets as a percentage of total assets 0.56 % 0.75 % 0.56 % 0.75 %
Other:
Number of offices 15 17 15 17
Number of full-time equivalent employees 117 109 117 109
(1) Performance ratios are annualized.
(2) Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(3) Represents net interest income as a percentage of average interest-earning assets.
(4) Represents non-interest expenses divided by the sum of net interest income and non-interest income.
(6) The Company adopted ASC 326 on January 1, 2023. Some ratios are not comparable pre and post adoption of this accounting standard.
BV FINANCIAL,INC.
--- --- --- --- --- ---
Consolidated Balance Sheets
December 31, 2022
(dollars in thousands, except share amounts) derived from audited financial statements
Assets
Cash 23,934 $ 12,704
Interest-bearing deposits in other banks 86,333 55,948
Cash and cash equivalents 110,267 68,652
Equity Investment 217 221
Securities available for sale 34,067 33,034
Securities held to maturity (fair value of 9,175 and 9,660, ACL of 7 and 0) 10,325 10,461
Loans held for maturity 702,978 662,944
Allowance for Credit Losses (8,163 ) (3,813 )
Net Loans 694,815 659,131
Foreclosed real estate 555 1,987
Premises and equipment, net 14,413 15,176
Federal Home Loan Bank of Atlanta stock, at cost 2,052 977
Investment in life insurance 19,480 19,983
Accrued interest receivable 3,193 2,952
Goodwill 14,420 14,420
Intangible assets, net 1,102 1,195
Deferred tax assets, net 8,888 9,113
Other assets 7,041 7,661
Total assets 920,835 $ 844,963
Liabilities and Stockholders' Equity
Liabilities
Noninterest-bearing deposits 145,686 $ 167,202
Interest-bearing deposits 524,378 517,416
Total deposits 670,064 684,618
FHLB borrowings 37,500 12,000
Subordinated Debentures 37,145 37,039
Other liabilities 71,646 13,555
Total liabilities 816,355 747,212
Stockholders' equity
Preferred stock, 0.01 par value; 1,000,000 shares authorized; none issued or outstanding Common stock, 0.01 par value; 45,000,000 shares authorized 2023 and 14,000,000 authorized in 2022; 7,430,095 shares issued and 7,430,095 shares outstanding as of June 30, 2023; 7,418,575 shares issued and 7,418,575 shares outstanding as of December 31, 2022 74
Paid-in capital 15,599 15,406
Retained earnings 91,079 84,612
Accumulated other comprehensive loss (2,272 ) (2,341 )
Total stockholders' equity 104,480 97,751
Total liabilities and stockholders' equity 920,835 $ 844,963

All values are in US Dollars.

BV FINANCIAL,INC.
Consolidated Statements of Income
(dollars in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30,
Interest Income 2023 2022 2023 2022
Loans, including fees $ 9,327 $ 7,573 $ 18,100 $ 14,776
Investment securities available for sale 277 141 543 277
Investment securities held to maturity 92 54 186 89
Other interest income 843 232 1,398 268
Total interest income 10,539 8,000 20,227 15,410
Interest Expense
Interest on deposits 1,266 321 1,931 688
Interest on FHLB borrowings 495 783
Interest on Subordinated debentures 541 509 1,075 1,012
Other interest expense 5 2
Total interest expense 2,302 835 3,789 1,702
Net interest income 8,237 7,165 16,438 13,708
Provision for (recovery of) credit losses (150 ) 224 (147 ) 401
Net interest income after provision for credit losses 8,387 6,941 16,585 13,307
Noninterest Income
Service fees on deposits 101 121 195 234
Fees from debit cards 188 198 360 381
Income from investment in life insurance 145 128 464 221
Gain on sale of repossessed assets 678 678
Gain on sale of fixed assets 235 235
Other income 258 500 481 1,697
Total noninterest income 1,370 1,182 2,178 2,668
Noninterest Expense
Compensation and related benefits 2,859 2,413 5,738 4,815
Occupancy 366 447 782 911
Data processing 340 367 689 731
Advertising 14 7 28 11
Professional fees 176 144 376 319
Equipment 108 102 213 214
Foreclosed real estate and repossessed assets holding costs 32 48 159 58
Amortization of intangible assets 46 46 92 91
FDIC insurance premiums 64 55 118 108
Other 539 1,060 1,049 1,789
Total noninterest expense 4,544 4,689 9,244 9,047
Net income before tax 5,213 3,434 9,519 6,928
Income tax expense 1,314 669 2,505 1,746
Net income $ 3,899 $ 2,765 $ 7,014 $ 5,182
Basic earnings per share $ 0.52 $ 0.37 $ 0.94 $ 0.70
Diluted earnings per share $ 0.52 $ 0.37 $ 0.94 $ 0.70
BV FINANCIAL,INC.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Average Balance Sheet for the Quarters ended June, 30
(Dollars in thousands)
For the Three Months Ended June 30,
2023 2022
(dollars in thousands) Average Outstanding Balance Interest Average Yield/Rate Average Outstanding Balance Interest Average Yield/Rate
(Unaudited)
Interest-earning assets:
Loans $ 679,179 $ 9,327 5.51% $ 627,675 $ 7,573 4.84 %
Securities available-for-sale 35,240 277 3.15% 37,759 141 1.49 %
Securities held-to-maturity 12,415 92 2.99% 7,976 53 2.70 %
Cash, cash equivalents and other interest-earning assets 61,780 843 5.49% 102,406 233 0.14 %
Total interest-earning assets 788,614 10,539 5.36% 775,816 8,000 4.13 %
Noninterest-earning assets 87,991 86,772
Total assets $ 876,605 $ 862,588
Interest-bearing liabilities:
Interest-bearing demand deposits $ 87,647 143 0.65% $ 94,061 15 0.06 %
Savings deposits 159,790 52 0.13% 171,425 24 0.06 %
Money market deposits 91,957 140 0.61% 108,593 48 0.18 %
Certificates of deposit 168,064 931 2.22% 159,327 234 0.59 %
Total interest-bearing deposits 507,458 1,266 1.00% 533,406 321 0.24 %
Federal Home Loan Bank advances 37,500 495 5.29% —%
Subordinated debentures 37,122 541 5.85% 36,911 514 5.53 %
Total borrowings 74,622 1,036 5.57% 36,911 514 5.53 %
Total interest-bearing<br>liabilities 582,080 2,302 1.59% 570,317 835 0.58 %
Noninterest-bearing demand deposits 149,444 175,619
Other noninterest-bearing liabilities 42,715 26,066
Total liabilities 774,239 772,002
Equity 102,366 90,586
Total liabilities and equity $ 876,605 $ 862,588
Net interest income $ 8,237 $ 7,165
Net interest rate spread 3.77% 3.55 %
Net interest-earning assets $ 206,534 $ 205,499
Net interest margin 4.19% 3.70 %
Average interest-earning assets to interest-bearing liabilities 135.48 % 136.03 %
BV FINANCIAL,INC.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Average Balance Sheet for the Six Months ended June, 30
(Dollars in thousands)
2023 2022
(dollars in thousands) Average Outstanding Balance Interest Average Yield/Rate Average Outstanding Balance Interest Average Yield/Rate
(Unaudited)
Interest-earning assets:
Loans $ 673,564 $ 18,100 5.42% $ 621,696 $ 14,776 4.79 %
Securities available-for-sale 35,685 543 3.07% 38,370 277 1.45 %
Securities held-to-maturity 12,166 186 3.08% 6,843 89 2.63 %
Cash, cash equivalents and other interest-earning assets 56,362 1,398 5.02% 101,660 268 0.53 %
Total interest-earning assets 777,777 20,227 5.24% 768,569 15,410 4.04 %
Noninterest-earning assets 87,176 83,219
Total assets $ 864,953 $ 851,788
Interest-bearing liabilities:
Interest-bearing demand deposits $ 89,733 161 0.36% $ 94,054 29 0.06 %
Savings deposits 162,290 92 0.11% 169,619 47 0.06 %
Money market deposits 95,749 236 0.50% 107,588 94 0.18 %
Certificates of deposit 160,207 1,441 1.81% 159,537 520 0.66 %
Total interest-bearing deposits 507,979 1,930 0.77% 530,798 690 0.26 %
Federal Home Loan Bank advances 30,862 783 5.12%
Subordinated debentures 37,096 1,076 5.85% 36,884 1,012 5.53 %
Total borrowings 67,958 1,859 5.52% 36,884 1,012 5.53 %
Total interest-bearing<br>liabilities 575,937 3,789 1.33% 567,682 1,702 0.60 %
Noninterest-bearing demand deposits 154,521 171,899
Other noninterest-bearing liabilities 33,598 23,215
Total liabilities 764,056 762,796
Equity 100,897 88,992
Total liabilities and equity $ 864,953 $ 851,788
Net interest income $ 16,438 $ 13,708
Net interest rate spread 3.92% 3.44 %
Net interest-earning assets $ 201,840 $ 200,887
Net interest margin 4.26% 3.60 %
Average interest-earning assets to interest-bearing liabilities 135.05 % 135.39 %
ALLOWANCE FOR CREDIT LOSS - LOANS
--- --- --- --- --- --- ---
(Dollars in 000's)
QTR YTD
Beginning Balance $ 8,095 $ 3,813
Provision for credit loss -loans (61 ) (48 )
CECL Transition - Gross up of PCD loans - 3,778
CECL Transition - Cumulative effect adjustment related to adoption - 454
Net Charge-offs (recoveries):
Owner Occupied 1-4 (17 ) (26 )
Non-Owner Occupied 1-4 (11 ) (31 )
Investor Commercial Real Estate - -
OO Commercial Real Estate - -
Construction & Land (148 ) (153 )
Farm Loans - -
Marine & Consumer 49 46
Guaranteed by the US Gov't - -
Commercial (2 ) (2 )
Net charge-offs (recoveries) (129 ) (166 )
Ending Balance- ACL for Loans $ 8,163 $ 8,163
Balance Reserve for unfunded loan commitments 194 194
Balance Reserve for HTM Securities 7 7
Total ACL $ 8,364 $ 8,364
Provision expense for Unfunded Commitments (88 ) (95 )
Provision expense for HTM Securities (1 ) (4 )
Total other provision expense $ (89 ) $ (99 )
Total provision for credit losses $ (150 ) $ (147 )