Equibles

8-K/A

NorthEast Community Bancorp, Inc./MD/ (NECB)

8-K/A 2025-03-11 For: 2025-01-29
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 29, 2025

NORTHEAST COMMUNITY BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland 001-40589 86-3173858
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)

325 Hamilton Avenue, White Plains, New York 10601

(Address of principal executive offices) (Zip Code)

(914) 684-2500

(Registrant’s telephone number, including area code)

Not Applicable

(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 symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share NECB The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. ¨

Explanatory Note

On January 29, 2025, NorthEast Community Bancorp, Inc. (the “Company”) filed a Current Report on Form 8-K furnishing under Items 2.02 and 9.01 the Company’s press release announcing its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2024 (the “Original Filing”). The full test of the press release was included as Exhibit 99.1 to the Original Filing.

This Amendment (this “Amendment”) to the Original Filing is being filed to reflect a subsequent event that occurred following the issuance of the Original Filing, more fully described herein. In accordance with ASC 855, Subsequent Events, the Company has determined that this event provided additional evidence about conditions that existed as of the date of the Consolidated Statements of Financial Condition. The adjustment was identified by the Company’s management after the date of the Original Filing and as part of the Company’s customary procedures to finalize its financial statements for inclusion in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Item 2.02 Results of Operations and Financial Condition.

An updated presentation of the Company’s Consolidated Statements of Financial Condition, Consolidated Statements of Income, Selected Consolidated Financial Data, and Net Interest Margin Analysis is attached as Exhibit 99.1 to this Amendment and is incorporated herein by reference. The following is a summary of the adjustment.

During the fourth quarter of 2024, management discovered one of our commercial and industrial (“C&I”) loan borrowers pleaded guilty to Federal criminal loan fraud charges and posted bail pending sentencing. Management immediately downgraded the outstanding $1.0 million balance of the C&I loan to special mention, pending sentencing that was rescheduled numerous times. The loan was performing as of December 31, 2024.

The loan became one month delinquent as of February 28, 2025. Management discovered on March 3, 2025 that a Federal judge revoked the borrower’s bail because additional loan fraud charges were brought against the borrower. The borrower is currently incarcerated and waiting for sentencing on March 18, 2025.

As a result of these developments, management determined the loan is uncollectible and has completely charged-off the $1.0 million loan effective as of December 31, 2024 due to the magnitude of the borrower’s outstanding debts to other lenders and the borrower’s incarceration for a possible extended period thereby rendering loan repayment highly unlikely. We intend to pursue all available remedies to us.

The charge-off resulted in a $717,000 decrease, net of taxes, to fourth quarter 2024 net income and to 2024 annual net income, comprising primarily of an increase of $1.0 million in provision for credit loss, offset by a decrease of $283,000 in provision for income taxes. The Company also decreased total loans by $1.0 million and total stockholders’ equity by $717,000, partially offset by an increase in other assets of $283,000.

Management has discussed the matters disclosed in this Amendment with S.R. Snodgrass, P.C., the Company’s independent registered public accountant firm, and with the Company’s Board of Directors and Audit Committee.

The information contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This report contains certain forward-looking statements. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause actual results to differ materially from expected results include, but are not limited to, changes in market interest rates, regional and national economic conditions (including higher inflation and its impact on regional and national economic conditions), legislative and regulatory changes, monetary and fiscal policies of the United States government, including policies of the United States Treasury and the Federal Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, decreases in deposit levels necessitating increased borrowing to fund loans and securities, competition, demand for financial services in NorthEast Community Bank’s market area, changes in the real estate market values in NorthEast Community Bank’s market area, 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, and changes in relevant accounting principles and guidelines. Additionally, other risks and uncertainties may be described in our annual and quarterly reports filed with the U.S. Securities and Exchange Commission (the “SEC”), which are available through the SEC’s website located at www.sec.gov. These risks and uncertainties should be considered in evaluating any forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Item 9.01 Financial Statements and Other Exhibits.
(d) Exhibits
Number Description
99.1 Updated Presentation of Consolidated Statements of Financial Condition,<br>Consolidated Statements of Income, Selected Consolidated Financial Data, and Net Interest Margin Analysis
104 Cover<br>Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

NORTHEAST COMMUNITY BANCORP, INC.
Date: March 11, 2025 By: /s/ Kenneth A. Martinek
Kenneth A. Martinek
Chairman and Chief Executive Officer

Exhibit 99.1

NORTHEAST COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

December 31,
2023
ASSETS
Cash and amounts due from depository institutions 13,700 $ 13,394
Interest-bearing deposits 64,559 55,277
Total cash and cash equivalents 78,259 68,671
Certificates of deposit 100 100
Equity securities 21,994 18,102
Securities held-to-maturity ( net of allowance for credit losses of 126 and 136, respectively ) 14,616 15,860
Loans receivable 1,812,647 1,586,721
Deferred loan (fees) costs, net (49 ) 176
Allowance for credit losses (4,830 ) (5,093 )
Net loans 1,807,768 1,581,804
Premises and equipment, net 24,805 25,452
Investments in restricted stock, at cost 397 929
Bank owned life insurance 25,738 25,082
Accrued interest receivable 13,481 12,311
Real estate owned 5,120 1,456
Property held for investment 1,370 1,407
Right of Use Assets – Operating 4,001 4,566
Right of Use Assets – Financing 347 351
Other assets 11,585 8,044
Total assets 2,009,581 $ 1,764,135
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing 287,135 $ 300,184
Interest bearing 1,383,240 1,099,852
Total deposits 1,670,375 1,400,036
Advance payments by borrowers for taxes and insurance 1,618 2,020
Borrowings - 64,000
Lease Liability – Operating 4,108 4,625
Lease Liability – Financing 609 571
Accounts payable and accrued expenses 14,530 13,558
Total liabilities 1,691,240 1,484,810
Stockholders’ equity:
Preferred stock, 0.01 par value; 25,000,000 shares authorized; none issued or outstanding — $ —
Common stock, 0.01 par value; 75,000,000 shares authorized; 14,016,254 shares and 14,144,856 shares outstanding, respectively 140 142
Additional paid-in capital 110,091 109,924
Unearned Employee Stock Ownership Plan (“ESOP”) shares (6,088 ) (6,563 )
Retained earnings 213,974 175,505
Accumulated other comprehensive income 224 317
Total stockholders’ equity 318,341 279,325
Total liabilities and stockholders’ equity 2,009,581 $ 1,764,135

All values are in US Dollars.

NORTHEAST COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Quarter Ended December 31, Year Ended December 31,
2024 2023 2024 2023
(In thousands, except per share amounts)
INTEREST INCOME:
Loans $ 39,081 $ 35,660 $ 153,902 $ 127,486
Interest-earning deposits 1,144 1,257 5,202 4,143
Securities 247 209 909 859
Total Interest Income 40,472 37,126 160,013 132,488
INTEREST EXPENSE:
Deposits 15,160 11,131 55,619 34,181
Borrowings 5 779 1,564 1,078
Financing lease 9 10 38 38
Total Interest Expense 15,174 11,920 57,221 35,297
Net Interest Income 25,298 25,206 102,792 97,191
Provision for credit loss 1,026 205 740 972
Net Interest Income after Provision for (Reversal of) Credit Loss 24,272 25,001 102,052 96,219
NON-INTEREST INCOME:
Other loan fees and service charges 485 474 2,098 1,891
Gain (loss) on disposition of equipment 22 (18 ) 22 (18 )
Earnings on bank owned life insurance 170 156 656 1,013
Investment advisory fees - 115 - 458
Realized and unrealized (loss) gain on equity securities (554 ) 621 (109 ) 294
Other 26 38 116 105
Total Non-Interest Income 149 1,386 2,783 3,743
NON-INTEREST EXPENSES:
Salaries and employee benefits 5,204 4,760 20,942 18,839
Occupancy expense 712 705 2,828 2,595
Equipment 229 211 890 1,055
Outside data processing 680 572 2,604 2,210
Advertising 108 101 418 521
Loss on disposition of business - 138 - 138
Real estate owned expense 204 41 731 93
Other 2,785 2,706 10,649 9,770
Total Non-Interest Expenses 9,922 9,234 39,062 35,221
INCOME BEFORE PROVISION FOR INCOME TAXES 14,499 17,153 65,773 64,741
PROVISION FOR INCOME TAXES 4,283 5,052 18,699 18,465
NET INCOME $ 10,216 $ 12,101 $ 47,074 $ 46,276

NORTHEAST COMMUNITY BANCORP, INC.

SELECTED CONSOLIDATED FINANCIAL DATA

(Unaudited)

Quarter Ended December 31, Year Ended December 31,
2024 2023 2024 2023
(In thousands, except per share amounts) (In thousands, except per share amounts)
Per share data:
Earnings per share - basic $ 0.78 $ 0.82 $ 3.58 $ 3.32
Earnings per share - diluted 0.75 0.82 3.52 3.32
Weighted average shares outstanding - basic 13,132 14,720 13,136 13,930
Weighted average shares outstanding - diluted 13,582 14,778 13,359 13,936
Performance ratios/data:
Return on average total assets 2.04 % 2.77 % 2.46 % 2.90 %
Return on average shareholders' equity 12.90 % 17.49 % 15.59 % 17.09 %
Net interest income $ 25,298 $ 25,206 $ 102,792 $ 97,191
Net interest margin 5.29 % 6.06 % 5.62 % 6.41 %
Efficiency ratio 38.99 % 34.72 % 37.00 % 34.90 %
Net charge-off ratio 0.28 % 0.01 % 0.08 % 0.02 %
Loan portfolio composition: December 31, 2024 December 31, 2023
--- --- --- --- --- --- ---
One-to-four family $ 3,472 $ 5,252
Multi-family 206,606 198,927
Mixed-use 26,571 29,643
Total residential real estate 236,649 233,822
Non-residential real estate 29,446 21,130
Construction 1,426,167 1,219,413
Commercial and industrial 118,736 111,116
Consumer 1,649 1,240
Gross loans 1,812,647 1,586,721
Deferred loan (fees) costs, net (49 ) 176
Total loans $ 1,812,598 $ 1,586,897
Asset quality data:
Loans past due over 90 days and still accruing $ - $ -
Non-accrual loans - 4,385
OREO property 5,120 1,456
Total non-performing assets $ 5,120 $ 5,841
Allowance for credit losses to total loans 0.27 % 0.32 %
Allowance for credit losses to non-performing loans 0.00 % 116.15 %
Non-performing loans to total loans 0.00 % 0.28 %
Non-performing assets to total assets 0.25 % 0.33 %
Bank's Regulatory Capital ratios:
Total capital to risk-weighted assets 13.92 % 13.43 %
Common equity tier 1 capital to risk-weighted assets 13.65 % 13.10 %
Tier 1 capital to risk-weighted assets 13.65 % 13.10 %
Tier 1 leverage ratio 14.44 % 14.43 %

NORTHEAST COMMUNITY BANCORP, INC.

NET INTEREST MARGIN ANALYSIS

(Unaudited)

Quarter Ended December 31, 2024 Quarter Ended December 31, 2023
Average Interest Average Average Interest Average
Balance and dividend Yield Balance and dividend Yield
(In thousands, except yield/cost information) (In thousands, except yield/cost information)
Loan receivable gross $ 1,784,920 $ 39,081 8.76 % $ 1,545,446 $ 35,660 9.23 %
Securities 36,817 232 2.52 % 33,124 188 2.27 %
Federal Home Loan Bank stock 455 15 13.19 % 929 21 9.04 %
Other interest-earning assets 90,279 1,144 5.07 % 83,436 1,257 6.03 %
Total interest-earning assets 1,912,471 40,472 8.46 % 1,662,935 37,126 8.93 %
Allowance for credit losses (4,833 ) (4,771 )
Non-interest-earning assets 92,422 87,557
Total assets $ 2,000,060 $ 1,745,721
Interest-bearing demand deposit $ 233,112 $ 2,198 3.77 % $ 118,691 $ 1,026 3.46 %
Savings and club accounts 137,295 767 2.23 % 206,120 1,404 2.72 %
Certificates of deposit 1,026,433 12,195 4.75 % 758,928 8,701 4.59 %
Total interest-bearing deposits 1,396,840 15,160 4.34 % 1,083,739 11,131 4.11 %
Borrowed money 1,293 14 4.33 % 67,049 789 4.71 %
Total interest-bearing liabilities 1,398,133 15,174 4.34 % 1,150,788 11,920 4.14 %
Non-interest-bearing demand deposit 263,711 298,739
Other non-interest-bearing liabilities 21,428 19,449
Total liabilities 1,683,272 1,468,976
Equity 316,788 276,745
Total liabilities and equity $ 2,000,060 $ 1,745,721
Net interest income / interest spread $ 25,298 4.12 % $ 25,206 4.79 %
Net interest rate margin 5.29 % 6.06 %
Net interest earning assets $ 514,338 $ 512,147
Average interest-earning assets
to interest-bearing liabilities 136.79 % 144.50 %

NORTHEAST COMMUNITY BANCORP, INC.

NET INTEREST MARGIN ANALYSIS

(Unaudited)

Year Ended December 31, 2024 Year Ended December 31, 2023
Average Interest Average Average Interest Average
Balance and dividend Yield Balance and dividend Yield
(In thousands, except yield/cost information) (In thousands, except yield/cost information)
Loan receivable gross $ 1,701,079 $ 153,902 9.05 % $ 1,401,492 $ 127,486 9.10 %
Securities 34,765 839 2.41 % 37,819 777 2.05 %
Federal Home Loan Bank stock 677 70 10.34 % 984 82 8.33 %
Other interest-earning assets 92,610 5,202 5.62 % 76,542 4,143 5.41 %
Total interest-earning assets 1,829,131 160,013 8.75 % 1,516,837 132,488 8.73 %
Allowance for credit losses (4,940 ) (4,676 )
Non-interest-earning assets 90,675 84,287
Total assets $ 1,914,866 $ 1,596,448
Interest-bearing demand deposit $ 209,993 $ 8,498 4.05 % $ 93,426 $ 2,459 2.63 %
Savings and club accounts 154,430 3,799 2.46 % 248,755 6,777 2.72 %
Certificates of deposit 917,665 43,322 4.72 % 615,124 24,945 4.06 %
Total interest-bearing deposits 1,282,088 55,619 4.34 % 957,305 34,181 3.57 %
Borrowed money 33,117 1,602 4.84 % 29,007 1,116 3.85 %
Total interest-bearing liabilities 1,315,205 57,221 4.35 % 986,312 35,297 3.58 %
Non-interest-bearing demand deposit 277,957 322,185
Other non-interest-bearing liabilities 19,739 17,139
Total liabilities 1,612,901 1,325,636
Equity 301,965 270,812
Total liabilities and equity $ 1,914,866 $ 1,596,448
Net interest income / interest spread $ 102,792 4.40 % $ 97,191 5.15 %
Net interest rate margin 5.62 % 6.41 %
Net interest earning assets $ 513,926 $ 530,525
Average interest-earning assets
to interest-bearing liabilities 139.08 % 153.79 %

Report a Problem

Category
Description
Email (optional, for follow-up)