8-K

Ponce Financial Group, Inc. (PDLB)

8-K 2022-03-02 For: 2022-03-02
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, 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): March 2, 2022

Ponce Financial Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland 001-41255 87-1893965
(State or Other Jurisdiction<br><br><br>of Incorporation) (Commission File Number) (IRS Employer<br><br><br>Identification No.)
2244 Westchester Avenue<br><br><br>Bronx, NY 10462
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (718) 931-9000

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 (see General Instructions A.2. below):

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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br><br>Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share PDLB 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 (§ 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 2.02Results of Operations and Financial Condition

On March 2, 2022, Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp (the “Company”), the holding company for Ponce Bank, issued a press release announcing its financial results with respect to its fourth quarter ended December 31, 2021. The Company’s press release is included as Exhibit 99.1 to this report.

The information set forth in this Item 2.02 and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “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.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
99.1 Press release dated March 2, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL)

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.

Ponce Financial Group, Inc.
Date:  March 2, 2022 By: /s/ Carlos P. Naudon
Carlos P. Naudon
President<br><br><br>Chief Executive Officer

pdlb-ex991_6.htm

Exhibit 99.1

Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, Announces 2021 Fourth Quarter Results

New York (March 2, 2022): Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, (the “Company”) (NASDAQ: PDLB), the financial holding company for Ponce Bank (the “Bank”), reported net income of $15.0 million, or $0.90 per basic share and $0.89 per diluted share, for the fourth quarter of 2021, compared to net income of $2.1 million, or $0.12 per basic and diluted share, for the prior quarter and net income of $1.6 million, or $0.10 per basic and diluted share, for the fourth quarter of 2020.

Fourth Quarter Highlights

Net interest income of $16.8 million for the fourth quarter increased $1.3 million, or 8.7%, from the prior quarter and $5.1 million, or 43.8%, from the same quarter last year.
Income before income taxes of $19.2 million for the fourth quarter increased $15.9 million, or 470.4%, from the prior quarter and $17.1 million, or 810.2%, from the same quarter last year. Included in the fourth quarter was a net gain of $15.4 million resulting from the sale of real properties.
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Average cost of interest-bearing deposits was 0.51% for the fourth quarter, a decrease from 0.58% for the prior quarter and from 0.94% for the same quarter last year.
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Net interest margin was 4.51% for the fourth quarter, an increase from 4.13% for the prior quarter and from 3.78% for the same quarter last year.
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Net interest rate spread was 4.32% for the fourth quarter, an increase from 3.92% for the prior quarter and from 3.50% for the same quarter last year.
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Efficiency ratio was 44.10% for the fourth quarter compared to 78.89% for the prior quarter and 84.71% for the same quarter last year.
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Non-performing loans of $11.4 million as of December 31, 2021 decreased $240,000 year-over-year and was 0.87% of total gross loans receivable at December 31, 2021.
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Net loans receivable were $1.31 billion at December 31, 2021, an increase of $146.4 million, or 12.6%, from December 31, 2020.
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Deposits were $1.20 billion at December 31, 2021, an increase of $175.1 million, or 17.0%, from December 31, 2020.
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President and Chief Executive Officer’s Comments

Carlos P. Naudon, President & CEO, stated that “2021 was truly a transformational year, thanks to the efforts of our people and the leadership of our Board of Directors: we raised over $132.0 million in additional capital through our conversion and reorganization; we realized approximately $20.0 million in net gain while freeing up approximately $40.0 million in investable funds through our sale-and-leaseback initiative; we provided $261.6 million in PPP loans to over 5,000 small businesses in our hard-hit communities; and we had record earnings. Now, as we consider additional capital from ECIP funding, we are poised to deliver further and farther on our core mission: using our resources to provide impactful financial services to underserved but deserving communities while building value for our stakeholders.”

Executive Chairman’s Comments

Steven A. Tsavaris, Executive Chairman, noted that “from our humble beginnings in the turbulent South Bronx over 60 years ago, we have survived and flourished. In 2021 we reached critical milestones: our strongest-ever capital position – and getting even stronger; our largest loan portfolio at $1.3 billion; our impeccable asset quality; and, our improved loan origination capabilities. Now, as Ponce Financial Group, we will continue to responsibly deploy our capital.”

Loan Payment Deferrals

As of December 31, 2021, four loans in the amount of $8.0 million remained in forbearance as a result of renewed forbearance. Of the four loans receiving renewed forbearance, one loan in the amount of $6.6 million is related to construction real estate, two loans, totaling $1.0 million are related to one-to-four family residential real estate and one loan in the amount of $391,000 is related to non-residential properties. All of these loans had been performing in accordance with their contractual obligations prior to the granting of the initial forbearance.

Results of Operations Summary

Net income for the three months ended December 31, 2021 was $15.0 million, compared to $2.1 million of net income for the three months ended September 30, 2021 and $1.6 million of net income for the three months ended December 31, 2020.

The $12.9 million increase in net income for the three months ended December 31, 2021 compared to the three months ended September 30, 2021 was due substantially to an increase of $15.9 million in non-interest income primarily resulting from an increase of $15.4 million in gains, net of expenses, on sale of real properties. The increase in net income was also attributable to an increase of $1.3 million in net interest income, offset by increases of $2.9 million in provision for income taxes, $1.1 million in non-interest expense and $301,000 in provision for loan losses.

The $13.4 million increase in net income for the three months ended December 31, 2021 compared to the three months ended December 31, 2020 was due substantially to an increase of $14.4 million in non-interest income primarily resulting from an increase of $15.4 million in gains, net of expenses, on sale of real properties, offset by a $1.5 million decrease in income on sale of mortgage loans. The increase in net income was also attributable to an increase of $5.1 million in net interest income, offset by increases of $3.8 million in provision for income taxes, $1.9 million in non-interest expense and $467,000 in provision for loan losses.

Net income for the year ended December 31, 2021 was $25.4 million, compared to $3.9 million of net income for the year ended December 31, 2020. The change from the year ended December 31, 2020 is primarily due to a $21.4 million increase in non-interest income resulting from increases of $16.1 million in gains, net of expenses, on sale of real properties, $2.1 million in loan origination fees and $1.1 million in sale of mortgage loans. The increase in net income was also attributable to a $16.9 million increase in net interest income, offset by increases of $9.6 million in non-interest expense, $6.8 million in provision for income taxes and a $274,000 in provision for loan losses.

Net interest income for the three months ended December 31, 2021 was $16.8 million, an increase of $1.3 million, or 8.7%, compared to the three months ended September 30, 2021 and an increase of $5.1 million, or 43.8%, compared to the three months ended December 31, 2020. The increase of $1.3 million in net interest income for the three months ended December 31, 2021 compared to the three months ended September 30, 2021 was attributable to an increase of $1.2 million in interest and dividend income and a decrease of $115,000 in interest expense. The increase of $5.1 million in net interest income for the three months ended December 31, 2021 compared to the three months ended December 31, 2020 was attributable to an increase of $4.3 million in interest and dividend income and a decrease of $769,000 in interest expense.

Net interest income for the year ended December 31, 2021 was $58.8 million, an increase of $16.9 million, or 40.2%, compared to the year ended December 31, 2020. The increase in net interest income was attributable to an increase of $13.8 million in interest and dividend income and a decrease of $3.1 million in interest expense.

Net interest margin was 4.51% for the three months ended December 31, 2021, an increase of 38 basis points from 4.13% for the three months ended September 30, 2021 and an increase of 73 basis points from 3.78% for the three months ended December 31, 2020.

Net interest rate spread increased by 40 basis points to 4.32% for the three months ended December 31, 2021 from 3.92% for the three months ended September 30, 2021 and increased by 82 basis points from 3.50% for the three months ended December 31, 2020. The increase in the net interest rate spread for the three months ended December 31, 2021 compared to the three months ended September 30, 2021 was primarily due to an increase in the average yields on interest-earning assets of 35 basis points to 5.01% for the three months ended December 31, 2021 from 4.66% for the three months ended September 30, 2021, and a decrease on the average rates on interest-bearing liabilities of 5 basis points to 0.69% for the three months ended December 31, 2021 from 0.74% for the three months ended September 30, 2021. The increase in the net interest rate spread for the three months ended December 31, 2021 compared to the three months ended December 31, 2020 was primarily due to an increase in the average yields on interest-earning assets of 38 basis points to 5.01% for the three months ended December 31, 2021 from 4.63% for the three months ended December 31, 2020 and by a decrease on the average rates on interest-bearing liabilities of 44 basis points to 0.69% for the three months ended December 31, 2021 from 1.13% for the three months ended December 31, 2020.

Non-interest income increased $15.9 million to $19.2 million for the three months ended December 31, 2021 from $3.2 million for the three months ended September 30, 2021 and increased $14.4 million from $4.8 million for the three months ended December 31, 2020. Excluding the $15.4 million gain, net of expense, from sale of real properties, non-interest income increased $504,000 to $3.7 million for the three months ended December 31, 2021 compared to the three months ended September 30, 2021 and decreased $1.1 million compared to the three months ended December 31, 2020.

The increase of $15.9 million in non-interest income for the three months ended December 31, 2021 compared to the three months ended September 30, 2021 was due to increases of $15.4 million in gain, net of expenses, from the sale of real properties recognized in the fourth quarter of 2021, $261,000 in loan origination fees, $131,000 in brokerage commissions, $119,000 in income on sale of mortgage loans, $12,000 in other non-interest income and $7,000 in late and prepayment charges offset by a decrease of $26,000 in service charges and fees.

The increase of $14.4 million in non-interest income for the three months ended December 31, 2021 compared to the three months ended December 31, 2020 was primarily due to increases of $15.4 million in gain, net of expenses, from the sale of real properties recognized in the fourth quarter of 2021, $255,000 in late and prepayment charges, $230,000 in loan origination fees, $205,000 in service charges and fees, offset by decreases of $1.5 million in income on sale of mortgage, $243,000 in other non-interest income, and $54,000 in brokerage commissions.

Non-interest income increased $21.4 million to $34.6 million for the year ended December 31, 2021 from $13.2 million for the year ended December 31, 2020. The increase in non-interest income for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to increases of $16.1 million in gain, net of expenses, from the sale of real properties, $2.1 million in loan origination fees and $1.1 million on sale of mortgage loans. Other increases include $849,000 in late and prepayment charges, $765,000 in service charges and fees, $350,000 in brokerage commissions and $92,000 in other non-interest income. Excluding the $16.1 million increase in gain, net of expense, from the sale of real properties, non-interest income increased $5.3 million to $14.4 million for the year ended December 31, 2021 compared to $9.1 million for the year ended December 31, 2020.

Non-interest expense increased $1.1 million, or 7.6%, to $15.9 million for the three months ended December 31, 2021, from $14.7 million for the three months ended September 30, 2021 and increased $1.9 million from $14.0 million for the three months ended December 31, 2020.

The increase of $1.1 million in non-interest expense for the three months ended December 31, 2021, compared to the three months ended September 30, 2021, was attributable to an increase of $532,000 in compensation and benefits, primarily attributable to $700,000 of ESOP expenses attributable to an additional 48,250 shares to be released as of December 31, 2021, offset by decreases of $102,000 in bonuses and $111,000 in employer’s portion of social security. Other increases in non-interest expense were $353,000 in other operating expenses, $336,000 in direct loan expenses, $158,000 in occupancy and equipment, offset by a decrease of $146,000 in data processing expenses.

The increase of $1.9 million in non-interest expense for the three months ended December 31, 2021, compared to the three months ended December 31, 2020 primarily reflects increases of $433,000 in direct loan expenses, $432,000 in other operating expenses, $321,000 in occupancy and equipment, $193,000 in data processing expenses, $167,000 in office supplies, telephone and postage, $167,000 in professional fees and $113,000 in compensation and benefits. The $113,000 increase in compensation and benefits was primarily attributable to $748,000 of ESOP expenses of which $700,000 was attributable to an additional 48,250 shares to be released as of December 31, 2021, offset by decreases of $463,000 in bonuses and $109,000 in employer’s portion of social security.

Non-interest expense increased $9.6 million, or 20.2%, to $57.1 million for the year ended December 31, 2021, compared to $47.5 million for the year ended December 31, 2020. The increase in non-interest expense for the year ended December 31, 2021, compared to the year ended December 31, 2020 was attributable to increases of $2.4 million in direct loan expenses, $1.8 million in occupancy and equipment, $1.6 million in professional fees, primarily due to an increase in consulting expenses related to a third-party service provider that provided loan origination services related to PPP loans and $1.2 million in compensation and benefits. Other increases in non-interest expense include $1.2 million in other operating expenses, $878,000 in data processing expenses, $655,000 in office supplies, telephone and postage and $113,000 in regulatory dues, offset by a decrease of $282,000 in marketing and promotional expenses. The $1.2 million increase in compensation and benefits was primarily attributable to $867,000 of ESOP expenses of which $700,000 was attributable to an additional 48,250 shares to be released as of December 31, 2021 and $334,000 in bonuses.

Balance Sheet Summary

Total assets increased $298.3 million, or 22.0%, to $1.65 billion at December 31, 2021 from $1.36 billion at December 31, 2020. The increase in total assets is attributable to increases of $146.4 million in net loans receivable, including $51.4 million net increase in PPP loans, $95.8 million in available-for-sale securities, $81.8 million in cash and cash equivalents, $7.5 million in other assets and $966,000 in accrued interest receivable. The increase in total assets was reduced by decreases of $19.6 million in mortgage loans held for sale, at fair value, $12.4 million, net, in premises and equipment, $836,000 in deferred tax assets, $809,000 in held-to-maturity securities, $425,000 in FHLBNY stock, and $249,000 in placement with banks.

Total liabilities increased $268.6 million, or 22.5%, to $1.46 billion at December 31, 2021 from $1.20 billion at December 31, 2020. The increase in total liabilities was mainly attributable to increases of $175.1 million in deposits, of which $122.0 million were related to conversion and reorganization, $638,000 in advance payments by borrowers for taxes and insurance and $168,000 in accrued interest payable, offset by decreases of $14.9 million in warehouse lines of credit, $11.0 million in advances from FHLBNY and others, $2.0 in other liabilities and $1.5 million of mortgage loan fundings payable.

Total stockholders’ equity increased $29.7 million, or 18.6%, to $189.3 million at December 31, 2021 from $159.5 million at December 31, 2020. This increase in stockholders’ equity was mainly attributable to $25.4 million in net income, $3.1 million in net treasury stock activity, related to PDL Community Bancorp, $1.4 million related to share-based compensation and $1.3 million related to the Company’s ESOP, offset by $1.6 million related to unrealized loss on available-for-sale securities.

Pursuant to the conversion and reorganization, PDL Community Bancorp treasury stock was extinguished on January 27, 2022. The Ponce Financial Group, Inc. has no treasury stock.

About Ponce Financial Group, Inc.

Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, is the financial holding company for Ponce Bank. Ponce Bank is a Minority Depository Institution, a Community Development Financial Institution, and a certified Small Business Administration lender. The Bank’s business primarily consists of taking deposits from the general public and to a lesser extent alternative funding sources and investing those deposits, together with funds generated from operations and borrowings, in mortgage loans, consisting of 1-4 family residences (investor-owned and owner-occupied), multifamily residences, nonresidential properties and construction and land, and, to a lesser extent, in business and consumer loans. The Bank also invests in securities, which consist of U.S. Government and federal agency securities and securities issued by government-sponsored or government-owned enterprises, as well as, mortgage-backed securities, corporate bonds and obligations, and Federal Home Loan Bank stock.

Forward Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of 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 such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on business activities; changes in interest rates; competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which Ponce Bank operates, including changes that adversely affect borrowers’ ability to service and repay Ponce Bank’s loans; the anticipated impact of the COVID-19 pandemic and Ponce Bank’s attempts at mitigation; changes in the value of securities in the investment portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; changes in government regulation; changes in accounting standards and practices; the risk that intangibles recorded in the financial statements will become impaired; demand for loans in Ponce Bank’s market area; Ponce Bank’s ability to attract and maintain deposits; risks related to the implementation of acquisitions, dispositions, and restructurings; the risk that Ponce Financial Group, Inc. may not be successful in the implementation of its business strategy; changes in assumptions used in making such forward-looking statements and the risk factors described in PDL Community Bancorp’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Ponce Financial Group, Inc. disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as may be required by applicable law or regulation.

Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, and Subsidiaries

Consolidated Statements of Financial Condition

(Dollars in thousands, except for share data)

September 30, June 30, March 31, December 31,
2021 2021 2021 2020
ASSETS
Cash and due from banks:
Cash 98,954 $ 29,365 $ 32,541 $ 13,551 $ 26,936
Interest-bearing deposits in banks 54,940 33,673 33,551 76,571 45,142
Total cash and cash equivalents 153,894 63,038 66,092 90,122 72,078
Available-for-sale securities, at fair value 113,346 104,358 48,536 30,929 17,498
Held-to-maturity securities, at amortized cost 934 1,437 1,720 1,732 1,743
Placement with banks 2,490 2,490 2,739 2,739 2,739
Mortgage loans held for sale, at fair value 15,836 13,930 15,308 13,725 35,406
Loans receivable, net 1,305,078 1,302,238 1,343,578 1,230,458 1,158,640
Accrued interest receivable 12,362 13,360 13,134 12,547 11,396
Premises and equipment, net 19,617 34,081 34,057 33,625 32,045
Federal Home Loan Bank of New York stock (FHLBNY), at cost 6,001 6,001 6,156 6,057 6,426
Deferred tax assets 3,820 4,826 5,493 4,569 4,656
Other assets 20,132 14,793 10,837 7,204 12,604
Total assets 1,653,510 $ 1,560,552 $ 1,547,650 $ 1,433,707 $ 1,355,231
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits 1,204,716 $ 1,249,261 $ 1,236,161 $ 1,138,546 $ 1,029,579
Accrued interest payable 228 238 55 66 60
Advance payments by borrowers for taxes and insurance 7,657 9,118 7,682 9,264 7,019
Advances from the FHLBNY and others 106,255 106,255 109,255 109,255 117,255
Warehouse lines of credit 15,090 11,261 13,084 11,664 29,961
Mortgage loan fundings payable 1,136 743 676 1,483
Second step liabilities 122,000
Other liabilities 8,308 9,396 8,780 3,032 10,330
Total liabilities 1,464,254 1,386,665 1,375,760 1,272,503 1,195,687
Commitments and contingencies
Stockholders' Equity:
Preferred stock, 0.01 par value; 10,000,000 shares authorized
Common stock, 0.01 par value; 50,000,000  shares authorized 185 185 185 185 185
Treasury stock, at cost (13,687 ) (15,069 ) (15,069 ) (19,285 ) (18,114 )
Additional paid-in-capital 85,601 86,360 85,956 85,470 85,105
Retained earnings 122,956 107,977 105,925 99,993 97,541
Accumulated other comprehensive income (1,456 ) (621 ) (41 ) 28 135
Unearned compensation ─ ESOP (4,343 ) (4,945 ) (5,066 ) (5,187 ) (5,308 )
Total stockholders' equity 189,256 173,887 171,890 161,204 159,544
Total liabilities and stockholders' equity 1,653,510 $ 1,560,552 $ 1,547,650 $ 1,433,707 $ 1,355,231

All values are in US Dollars.

Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, and Subsidiaries

Consolidated Statements of Operations

(Dollars in thousands, except per share data)

Three Months Ended
December 31, September 30, June 30, March 31, December 31,
2021 2021 2021 2021 2020
Interest and dividend income:
Interest on loans receivable $ 18,013 $ 16,991 $ 15,603 $ 14,925 $ 14,070
Interest on deposits due from banks 7 9 2 2 10
Interest and dividend on securities and FHLBNY stock 632 425 239 250 233
Total interest and dividend income 18,652 17,425 15,844 15,177 14,313
Interest expense:
Interest on certificates of deposit 907 1,010 1,108 1,219 1,422
Interest on other deposits 309 354 382 382 448
Interest on borrowings 654 621 622 684 769
Total interest expense 1,870 1,985 2,112 2,285 2,639
Net interest income 16,782 15,440 13,732 12,892 11,674
Provision for loan losses 873 572 586 686 406
Net interest income after provision for loan losses 15,909 14,868 13,146 12,206 11,268
Non-interest income:
Service charges and fees 468 494 366 329 263
Brokerage commissions 401 270 430 223 455
Late and prepayment charges 336 329 298 244 81
Income on sale of mortgage loans 1,294 1,175 1,288 1,508 2,748
Loan origination 886 625 971 539 656
Gain on sale of real property 15,431 4,176 663
Other 353 341 812 387 596
Total non-interest income 19,169 3,234 8,341 3,893 4,799
Non-interest expense:
Compensation and benefits 6,959 6,427 4,212 5,664 6,846
Occupancy and equipment 3,007 2,849 2,838 2,634 2,686
Data processing expenses 771 917 733 594 578
Direct loan expenses 1,032 696 1,151 1,009 599
Insurance and surety bond premiums 149 147 143 146 166
Office supplies, telephone and postage 552 626 467 409 385
Professional fees 1,700 1,765 2,902 1,262 1,533
Marketing and promotional expenses 69 51 48 38
Directors fees 80 67 69 69 69
Regulatory dues 69 74 120 60 59
Other operating expenses 1,466 1,113 958 1,030 1,034
Total non-interest expense 15,854 14,732 13,641 12,915 13,955
Income before income taxes 19,224 3,370 7,846 3,184 2,112
Provision for income taxes 4,245 1,318 1,914 732 484
Net income $ 14,979 $ 2,052 $ 5,932 $ 2,452 $ 1,628
Earnings per share:
Basic $ 0.90 $ 0.12 $ 0.35 $ 0.15 $ 0.10
Diluted $ 0.89 $ 0.12 $ 0.35 $ 0.15 $ 0.10
Weighted average shares outstanding:
Basic 16,864,929 16,823,731 16,737,037 16,548,196 16,558,576
Diluted 16,924,785 16,914,833 16,773,606 16,548,196 16,558,576

Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, and Subsidiaries

Consolidated Statements of Operations

(Dollars in thousands, except per share data)

For the Years Ended December 31,
2021 2020 Variance Variance %
Interest and dividend income:
Interest on loans receivable $ 65,532 $ 52,389 25.09 %
Interest on deposits due from banks 20 84 ) (76.19 %)
Interest and dividend on securities and FHLBNY stock 1,546 866 78.52 %
Total interest and dividend income 67,098 53,339 25.80 %
Interest expense:
Interest on certificates of deposit 4,244 6,576 ) (35.46 %)
Interest on other deposits 1,427 2,174 ) (34.36 %)
Interest on borrowings 2,581 2,619 ) (1.45 %)
Total interest expense 8,252 11,369 ) (27.42 %)
Net interest income 58,846 41,970 40.21 %
Provision for loan losses 2,717 2,443 11.22 %
Net interest income after provision for loan losses 56,129 39,527 42.00 %
Non-interest income:
Service charges and fees 1,657 892 85.76 %
Brokerage commissions 1,324 974 35.93 %
Late and prepayment charges 1,207 358 237.15 %
Income on sale of mortgage loans 5,265 4,120 27.79 %
Loan origination 3,021 925 226.59 %
Gain on sale of real property 20,270 4,177 385.28 %
Other 1,893 1,801 5.11 %
Total non-interest income 34,637 13,247 161.47 %
Non-interest expense:
Compensation and benefits 23,262 22,053 5.48 %
Occupancy and equipment 11,328 9,564 18.44 %
Data processing expenses 3,015 2,137 41.09 %
Direct loan expenses 3,888 1,447 168.69 %
Insurance and surety bond premiums 585 553 5.79 %
Office supplies, telephone and postage 2,054 1,399 46.82 %
Professional fees 7,629 6,049 26.12 %
Marketing and promotional expenses 206 488 ) (57.79 %)
Directors fees 285 276 3.26 %
Regulatory dues 323 210 53.81 %
Other operating expenses 4,567 3,363 35.80 %
Total non-interest expense 57,142 47,539 20.20 %
Income before income taxes 33,624 5,235 542.29 %
Provision for income taxes 8,209 1,382 493.99 %
Net income $ 25,415 $ 3,853 559.62 %
Earnings per share:
Basic $ 1.52 $ 0.23 N/A N/A
Diluted $ 1.51 $ 0.23 N/A N/A
Weighted average shares outstanding:
Basic 16,744,561 16,673,193 N/A N/A
Diluted 16,791,443 16,682,584 N/A N/A

All values are in US Dollars.

Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, and Subsidiaries

Key Metrics

At or for the Three Months Ended
December 31, September 30, June 30, March 31, December 31,
2021 2021 2021 2021 2020
Performance Ratios:
Return on average assets ^(1)^ 3.69 % 0.52 % 1.59 % 0.72 % 0.50 %
Return on average equity ^(1)^ 31.46 % 4.59 % 13.95 % 6.16 % 4.03 %
Net interest rate spread ^(1) (2)^ 4.32 % 3.92 % 3.60 % 3.76 % 3.50 %
Net interest margin ^(1) (3)^ 4.51 % 4.13 % 3.84 % 4.00 % 3.78 %
Non-interest expense to average assets ^(1)^ 3.90 % 3.72 % 3.65 % 3.82 % 4.29 %
Efficiency ratio ^(4)^ 44.10 % 78.89 % 61.80 % 76.94 % 84.71 %
Average interest-earning assets to average interest- bearing liabilities 138.10 % 138.89 % 140.13 % 133.25 % 132.04 %
Average equity to average assets 11.71 % 11.27 % 11.37 % 11.77 % 12.44 %
Capital Ratios:
Total capital to risk weighted assets (bank only) 17.23 % 16.15 % 16.08 % 15.80 % 15.95 %
Tier 1 capital to risk weighted assets (bank only) 15.98 % 14.90 % 14.83 % 14.54 % 14.70 %
Common equity Tier 1 capital to risk-weighted assets (bank only) 15.98 % 14.90 % 14.83 % 14.54 % 14.70 %
Tier 1 capital to average assets (bank only) 10.95 % 9.98 % 10.22 % 10.78 % 11.19 %
Asset Quality Ratios:
Allowance for loan losses as a percentage of total loans 1.24 % 1.21 % 1.16 % 1.24 % 1.27 %
Allowance for loan losses as a percentage of nonperforming loans 142.90 % 157.17 % 175.63 % 126.07 % 127.28 %
Net (charge-offs) recoveries to average outstanding loans ^(1)^ (0.18 %) (0.13 %) (0.07 %) (0.02 %) 0.03 %
Non-performing loans as a percentage of total gross loans 0.87 % 0.77 % 0.66 % 0.99 % 1.00 %
Non-performing loans as a percentage of total assets 0.69 % 0.65 % 0.58 % 0.86 % 0.86 %
Total non-performing assets as a percentage of total assets 0.69 % 0.65 % 0.58 % 0.86 % 0.86 %
Total non-performing assets, accruing loans past due 90 days or more, and accruing troubled debt restructured loans as a percentage of total assets 1.07 % 1.05 % 1.01 % 1.32 % 1.35 %
Other:
Number of offices 19 19 19 20 20
Number of full-time equivalent employees 217 230 231 236 227
(1) Annualized where appropriate.
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(2) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
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(3) Net interest margin represents net interest income divided by average total interest-earning assets.
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(4) Efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.
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Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, and Subsidiaries

Loan Portfolio

As of
December 31, September 30, June 30, March 31, December 31,
2021 2021 2021 2021 2020
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
(Dollars in thousands)
Mortgage loans:
1-4 family residential
Investor Owned $ 317,304 24.01 % $ 319,346 24.14 % $ 325,409 23.83 % $ 317,895 25.51 % $ 319,596 27.27 %
Owner-Occupied 96,947 7.33 % 97,493 7.37 % 98,839 7.24 % 99,985 8.02 % 98,795 8.43 %
Multifamily residential 348,300 26.34 % 317,575 24.01 % 318,579 23.33 % 315,078 25.28 % 307,411 26.23 %
Nonresidential properties 239,691 18.13 % 211,075 15.96 % 211,181 15.46 % 215,340 17.28 % 218,929 18.68 %
Construction and land 134,651 10.19 % 133,130 10.07 % 125,265 9.17 % 119,339 9.57 % 105,858 9.03 %
Total mortgage loans 1,136,893 86.00 % 1,078,619 81.55 % 1,079,273 79.02 % 1,067,637 85.66 % 1,050,589 89.64 %
Non-mortgage loans:
Business loans (1) 150,512 11.38 % 207,859 15.72 % 253,935 18.59 % 142,135 11.40 % 94,947 8.10 %
Consumer loans (2) 34,693 2.62 % 36,095 2.73 % 32,576 2.39 % 36,706 2.94 % 26,517 2.26 %
Total non-mortgage loans 185,205 14.00 % 243,954 18.45 % 286,511 20.98 % 178,841 14.34 % 121,464 10.36 %
Total loans, gross 1,322,098 100.00 % 1,322,573 100.00 % 1,365,784 100.00 % 1,246,478 100.00 % 1,172,053 100.00 %
Net deferred loan origination costs (668 ) (4,327 ) (6,331 ) (512 ) 1,457
Allowance for losses on loans (16,352 ) (16,008 ) (15,875 ) (15,508 ) (14,870 )
Loans, net $ 1,305,078 $ 1,302,238 $ 1,343,578 $ 1,230,458 $ 1,158,640
(1) As of December 31, 2021, September 30, 2021, June 30, 2021, March 31, 2021 and December 31, 2020, business loans include $136.8 million, $195.9 million, $241.5 million, $132.5 million, and $85.3 million, respectively, of PPP loans.
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(2) As of December 31, 2021, September 30, 2021, June 30, 2021, March 31, 2021 and December 31, 2020, consumer loans include $33.9 million, $35.5 million, $32.0 million, $35.9 million and $25.5 million, respectively, of loans originated by the Bank pursuant to its arrangement with Grain Technologies, LLC.
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Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, and Subsidiaries

Deposits

September 30, June 30, March 31, December 31,
2021 2021 2021 2020
Percent Amount Percent Amount Percent Amount Percent Amount Percent
Demand (1) 274,956 22.83 % $ 297,777 23.85 % $ 320,404 25.91 % $ 242,255 21.28 % $ 189,855 18.44 %
Interest-bearing deposits:
NOW/IOLA accounts 35,280 2.93 % 28,025 2.24 % 28,996 2.35 % 32,235 2.83 % 39,296 3.82 %
Money market accounts 186,893 15.51 % 199,758 15.99 % 172,925 13.99 % 157,271 13.81 % 136,258 13.23 %
Reciprocal deposits 143,221 11.89 % 147,226 11.79 % 151,443 12.25 % 137,402 12.07 % 131,363 12.76 %
Savings accounts 134,887 11.20 % 142,851 11.43 % 130,430 10.55 % 130,211 11.44 % 125,820 12.22 %
Total NOW, money market, reciprocal and savings accounts 500,281 41.53 % 517,860 41.45 % 483,794 39.14 % 457,119 40.15 % 432,737 42.03 %
Certificates of deposit of 250K or more 78,454 6.51 % 70,996 5.68 % 74,941 6.06 % 77,418 6.80 % 78,435 7.62 %
Brokered certificates of deposit (2) 79,320 6.58 % 83,505 6.68 % 83,506 6.76 % 86,004 7.55 % 52,678 5.12 %
Listing service deposits (2) 66,411 5.51 % 66,340 5.31 % 66,518 5.38 % 61,133 5.37 % 39,476 3.83 %
All other certificates of deposit less than 250K 205,294 17.04 % 212,783 17.03 % 206,998 16.75 % 214,617 18.85 % 236,398 22.96 %
Total certificates of deposit 429,479 35.64 % 433,624 34.70 % 431,963 34.95 % 439,172 38.57 % 406,987 39.53 %
Total interest-bearing deposits 929,760 77.17 % 951,484 76.15 % 915,757 74.09 % 896,291 78.72 % 839,724 81.56 %
Total deposits 1,204,716 100.00 % $ 1,249,261 100.00 % $ 1,236,161 100.00 % $ 1,138,546 100.00 % $ 1,029,579 100.00 %

All values are in US Dollars.

(1) Included in demand deposits are deposits related to net PPP funding.
(2) As of December 31, 2021, September 30, 2021, June 30, 2021, March 31, 2021 and December 31, 2020, there were $29.0 million, $28.9 million, $28.9 million, $28.8 million and $27.0 million, respectively, in individual listing service deposits amounting to $250,000 or more. All brokered certificates of deposit individually amounted to less than $250,000.
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Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, and Subsidiaries

Nonperforming Assets

As of Three Months Ended
December 31, September 31, June 30, March 31, December 31,
2021 2021 2021 2021 2020
(Dollars in thousands)
Non-accrual loans:
Mortgage loans:
1-4 family residential
Investor owned $ 3,349 $ 1,669 $ 1,983 $ 2,907 $ 2,808
Owner occupied 1,284 1,090 1,593 1,585 1,053
Multifamily residential 1,200 2,577 955 946 946
Nonresidential properties 2,163 1,388 1,408 3,761 3,776
Construction and land 917 922
Non-mortgage loans:
Business
Consumer
Total non-accrual loans (not including non-accruing troubled debt restructured loans) $ 8,913 $ 7,646 $ 5,939 $ 9,199 $ 8,583
Non-accruing troubled debt restructured loans:
Mortgage loans:
1-4 family residential
Investor owned $ 234 $ 238 $ 242 $ 246 $ 249
Owner occupied 2,196 2,200 2,199 2,195 2,197
Multifamily residential
Nonresidential properties 100 101 659 661 654
Construction and land
Non-mortgage loans:
Business
Consumer
Total non-accruing troubled debt restructured loans 2,530 2,539 3,100 3,102 3,100
Total non-accrual loans $ 11,443 $ 10,185 $ 9,039 $ 12,301 $ 11,683
Total non-performing assets $ 11,443 $ 10,185 $ 9,039 $ 12,301 $ 11,683
Accruing troubled debt restructured loans:
Mortgage loans:
1-4 family residential
Investor owned $ 3,089 $ 3,121 $ 3,347 $ 3,362 $ 3,378
Owner occupied 2,374 2,396 2,431 2,466 2,505
Multifamily residential
Nonresidential properties 732 738 755 750 754
Construction and land
Non-mortgage loans:
Business
Consumer
Total accruing troubled debt restructured loans $ 6,195 $ 6,255 $ 6,533 $ 6,578 $ 6,637
Total non-performing assets and accruing troubled debt restructured loans $ 17,638 $ 16,440 $ 15,572 $ 18,879 $ 18,320
Total non-performing loans to total gross loans 0.87 % 0.77 % 0.66 % 0.99 % 1.00 %
Total non-performing assets to total assets 0.69 % 0.65 % 0.58 % 0.86 % 0.86 %
Total non-performing assets and accruing troubled debt restructured loans to total assets 1.07 % 1.05 % 1.01 % 1.32 % 1.35 %

Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, and Subsidiaries

Average Balance Sheets

For the Three Months Ended December 31,
2021 2020
Average Average
Outstanding Average Outstanding Average
Balance Interest Yield/Rate ^(1)^ Balance Interest Yield/Rate ^(1^)
(Dollars in thousands)
Interest-earning assets:
Loans ^(2)^ $ 1,320,635 $ 18,013 5.41% $ 1,164,323 $ 14,070 4.81%
Securities ^(3)^ 113,826 566 1.97% 17,205 154 3.56%
Other ^(4)^ 43,346 73 0.67% 47,541 89 0.74%
Total interest-earning assets 1,477,807 18,652 5.01% 1,229,069 14,313 4.63%
Non-interest-earning assets 134,798 63,771
Total assets $ 1,612,605 $ 1,292,840
Interest-bearing liabilities:
NOW/IOLA $ 29,771 $ 16 0.21% $ 30,752 $ 36 0.47%
Money market 340,334 259 0.30% 247,669 372 0.60%
Savings 137,383 33 0.10% 123,518 39 0.13%
Certificates of deposit 433,571 907 0.83% 391,107 1,422 1.45%
Total deposits 941,059 1,215 0.51% 793,046 1,869 0.94%
Advance payments by borrowers 10,361 1 0.04% 9,168 1 0.04%
Borrowings 118,692 654 2.19% 128,617 769 2.38%
Total interest-bearing liabilities 1,070,112 1,870 0.69% 930,831 2,639 1.13%
Non-interest-bearing liabilities:
Non-interest-bearing demand 320,074 192,542
Other non-interest-bearing liabilities 33,506 8,623
Total non-interest-bearing liabilities 353,580 201,165
Total liabilities 1,423,692 1,870 1,131,996 2,639
Total equity 188,913 160,844
Total liabilities and total equity $ 1,612,605 0.69% $ 1,292,840 1.13%
Net interest income $ 16,782 $ 11,674
Net interest rate spread ^(5)^ 4.32% 3.50%
Net interest-earning assets ^(6)^ $ 407,695 $ 298,238
Net interest margin ^(7)^ 4.51% 3.78%
Average interest-earning assets to interest-bearing liabilities 138.10% 132.04%
(1) Annualized where appropriate.
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(2) Loans include loans and mortgage loans held for sale, at fair value.
--- ---
(3) Securities include available-for-sale securities and held-to-maturity securities.
--- ---
(4) Includes FHLBNY demand account and FHLBNY stock dividends.
--- ---
(5) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
--- ---
(6) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
--- ---
(7) Net interest margin represents net interest income divided by average total interest-earning assets.
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Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, and Subsidiaries

Average Balance Sheets

For the Years Ended December 31,
2021 2020
Average Average
Outstanding Average Outstanding Average
Balance Interest Yield/Rate Balance Interest Yield/Rate
(Dollars in thousands)
Interest-earning assets:
Loans^(1)^ $ 1,312,505 $ 65,532 4.99 % $ 1,068,785 $ 52,389 4.90 %
Securities ^(2)^ 62,908 1,267 2.01 % 16,473 515 3.13 %
Other ^(3)^ 51,156 299 0.58 % 53,683 435 0.81 %
Total interest-earning assets 1,426,569 67,098 4.70 % 1,138,941 53,339 4.68 %
Non-interest-earning assets 89,152 56,415
Total assets $ 1,515,721 $ 1,195,356
Interest-bearing liabilities:
NOW/IOLA $ 30,851 $ 109 0.35 % $ 29,792 $ 153 0.51 %
Money market 310,611 1,168 0.38 % 207,454 1,869 0.90 %
Savings 133,244 146 0.11 % 118,956 148 0.12 %
Certificates of deposit 430,164 4,244 0.99 % 379,276 6,576 1.73 %
Total deposits 904,870 5,667 0.63 % 735,478 8,746 1.19 %
Advance payments by borrowers 10,106 4 0.04 % 8,463 4 0.05 %
Borrowings 121,319 2,581 2.13 % 121,193 2,619 2.16 %
Total interest-bearing liabilities 1,036,295 8,252 0.80 % 865,134 11,369 1.31 %
Non-interest-bearing liabilities:
Non-interest-bearing demand 287,008 164,555
Other non-interest-bearing liabilities 17,763 6,603
Total non-interest-bearing liabilities 304,771 171,158
Total liabilities 1,341,066 8,252 1,036,292 11,369
Total equity 174,655 159,064
Total liabilities and total equity $ 1,515,721 0.80 % $ 1,195,356 1.31 %
Net interest income $ 58,846 $ 41,970
Net interest rate spread^(4)^ 3.90 % 3.37 %
Net interest-earning assets ^(5)^ $ 390,274 $ 273,807
Net interest margin ^(6)^ 4.13 % 3.69 %
Average interest-earning assets to
interest-bearing liabilities 137.66 % 131.65 %
(1) Loans include loans and mortgage loans held for sale, at fair value.
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(2) Securities include available-for-sale securities and held-to-maturity securities.
--- ---
(3) Includes FHLBNY demand account and FHLBNY stock dividends.
--- ---
(4) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
--- ---
(5) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
--- ---
(6) Net interest margin represents net interest income divided by average total interest-earning assets.
--- ---

Ponce Financial Group, Inc., as the successor by merger with PDL Community Bancorp, and Subsidiaries

Other Data

As of
December 31, September 30, June 30, March 31, December 31,
2021 2021 2021 2021 2020
Other Data
Common shares issued 18,463,028 18,463,028 18,463,028 18,463,028 18,463,028
Less treasury shares 1,037,041 1,132,086 1,135,086 1,444,776 1,337,059
Common shares outstanding at end of period 17,425,987 17,330,942 17,327,942 17,018,252 17,125,969
Book value per share $ 10.86 $ 10.03 $ 9.92 $ 9.47 $ 9.32
Tangible book value per share $ 10.86 $ 10.03 $ 9.92 $ 9.47 $ 9.32

14