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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS
12 Months Ended
Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS

1. Summary of Significant Accounting Policies

Basis of presentation and consolidation

These consolidated financial statements of CFSB Bancorp, Inc. (the "Company") include the accounts of Colonial Federal Savings Bank (the “Bank”) and its wholly-owned subsidiary, Beach Street Security Corporation, which was established for the purpose of buying, holding and selling securities. All significant intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, all adjustments necessary for a fair presentation are reflected in these consolidated financial statements, and all adjustments made are of a normal recurring nature.

Business

The Bank provides a variety of financial services to individuals and small businesses through its offices in Quincy, Holbrook and Weymouth. Its primary deposit products are savings, checking and term certificate accounts, and its primary lending product is residential mortgage loans.

Reorganization and Offering

On January 12, 2022 the Bank reorganized from a federally chartered mutual savings bank to a two-tier mutual holding company structure. As part of the reorganization, a mutual holding company (the “MHC”) was formed as a federal corporation, into which all of the current voting rights of the members of the Bank were transferred. As part of the reorganization, the Bank converted to a federal stock savings bank. The Company, a stock holding company was established as a federal corporation and a majority-owned subsidiary of the MHC at all times so long as the MHC remains in existence. Concurrently with the reorganization, the Company sold 43% of its common stock in a stock offering on a priority basis to depositors of the Bank and the tax qualified employee plans of the Bank and contributed 2% of its common stock to a charitable foundation established as a part of the reorganization. The remainder of the Company common stock is held by the MHC. The Company sold 2,804,306 shares of common stock at $10.00 per share for gross offering proceeds of $28.0 million.

Employee Stock Ownership Plan ("ESOP")

The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of shareholders' equity. The Company records compensation expense for the ESOP equal to fair market value of shares when they are committed to be released from the suspense account to participants' accounts under the plan.

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. For purposes of calculating basic EPS, weighted average common shares outstanding excludes unallocated employee stock ownership plan shares. Diluted EPS is computed using the same method as basic EPS and reflects the potential dilution that could occur if stock options shares were exercised and converted into common stock. The potentially diluted shares would then be included in the weighted average number of shares outstanding for the period using the treasury stock method. The Company did not have any outstanding stock options or shares of restricted stock for the years ended June 30, 2022 or 2021.

The following is a reconciliation of the numerators and denominators of the basic and diluted EPS calculation for the six months ended June 30, 2022, which reflects the period in which the Company had outstanding shares.

 

 

 

Year Ended

 

Basic and diluted

 

June 30, 2022

 

 

 

 

 

Net Income

 

$

442

 

Weighted average common shares outstanding

 

 

6,125,299

 

Less: Average unallocated ESOP shares

 

 

(238,370

)

Average Shares

 

 

5,886,929

 

Basic earnings per common share

 

$

0.08

 

 

 

 

 

 

 

Use of estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near term is the allowance for loan losses.

Reclassification

Certain amounts in the 2021 consolidated financial statements have been reclassified to conform to the 2022 presentation.

Cash and cash equivalents

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, and interest-bearing deposits consisting primarily of balances at the Federal Reserve Bank of Boston and deposits sold that mature overnight. The Company may from time to time have deposits in financial institutions which exceed federally insured limits. At June 30, 2022 and 2021, the Company had a concentration of cash on deposit at the Federal Reserve Bank of Boston amounting to $28,930,000 and $35,157,000, respectively.

Certificates of deposit

Certificates of deposits generally mature within one year and are carried at cost, which approximates fair value.

Fair value hierarchy

The Company groups its assets that are measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.

Level 1 – Valuation is based on quoted prices in active exchange markets for identical assets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets.

Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Securities

Debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Securities not classified as held to maturity are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income, net of tax effects.

Purchase premiums and discounts are recognized in interest income using the level yield method over the terms of the securities except for purchase premiums on callable securities which are amortized to the earliest call date. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Each reporting period, the Company evaluates all securities with a decline in fair value below the amortized cost of the investment to determine whether or not the impairment is deemed to be other-than-temporary (“OTTI”).

OTTI is required to be recognized if (1) the Company intends to sell the security; (2) it is “more likely than not” that the Company will be required to sell the security before recovery of its amortized cost basis; or (3) for debt securities, the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. For impaired debt securities that the Company intends to sell, or more likely than not will be required to sell, the full amount of the depreciation is recognized as OTTI through earnings. For all other impaired securities, credit-related

OTTI is recognized through earnings and non-credit related OTTI is recognized in other comprehensive income, net of applicable taxes.

Federal Home Loan Bank Stock

The Bank, as a member of the Federal Home Loan Bank (“FHLB”) system, is required to maintain an investment in capital stock of the FHLB of Boston. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost. At its discretion, the FHLB of Boston may declare dividends on the stock. The Company reviews its investment in FHLB stock for impairment based on the ultimate recoverability of the cost basis in the FHLB stock. As of June 30, 2022 and 2021, no impairment has been recognized

Loans

The Bank’s loan portfolio includes residential real estate, commercial real estate, construction and consumer loan segments. Residential real estate loans include classes for 1-4 family, multi-family, second mortgages and home equity lines of credit.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method. When loans are sold or paid off, any unamortized fees and costs are recorded in earnings.

The accrual of interest on all loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on non-accrual is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are less than 90 days past due and future payments are reasonably assured, generally after six months.

Allowance for loan losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of general, allocated and unallocated components, as further described below.

General component

The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential real estate, commercial real estate, construction and consumer loans. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: levels/trends in delinquencies; trends in volume, credit concentrations and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; experience/ability/depth of lending management and staff; and national and local economic trends and conditions. There were no significant changes in the Bank’s policies or methodology pertaining to the general component of the allowance for loan losses during 2022 or 2021. During 2022 and 2021, the Bank further disaggregated the classes within the residential real estate segment to create a separate class for multi-family loans.

The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:

Residential real estate – This segment includes residential 1-4 family, multi-family, second mortgages and home equity lines of credit. The Bank generally does not originate loans with a loan-to-value ratio greater than 80 percent (without private mortgage insurance) and does not generally grant loans that would be classified as subprime upon origination. Multi-family are residential 5 family or greater and primarily income-producing properties

throughout Eastern Massachusetts. The underlying cash flows generated by the properties can be adversely impacted by a downturn in the economy due to increased vacancy rates, which in turn, would have an effect on the credit quality. The Bank generally has first and second liens on property securing home equity lines of credit. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.

Construction - Our construction loans are generally 1-4 family residential owner occupied properties where the borrower is improving the property.

Commercial real estate – Loans in this segment are primarily on income-producing properties throughout Eastern Massachusetts. The underlying cash flows generated by the properties can be adversely impacted by a downturn in the economy due to increased vacancy rates, which in turn, would have an effect on the credit quality in this segment.

Consumer – Loans, which include home improvement loans, in this segment are generally unsecured and repayment is dependent on the credit quality of the individual borrower. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Allocated component

The allocated component relates to loans that are classified as impaired. Based on internal credit ratings, residential real estate, commercial real estate and construction loans are evaluated for impairment on a loan-by-loan basis. Impairment is measured by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows or collateral value of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify consumer loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring agreement.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

The Bank periodically may agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring (“TDR”). All TDRs are initially classified as impaired.

Unallocated component

An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating general and allocated reserves in the portfolio.

Premises and equipment

Land is carried at cost. Buildings and equipment are carried at cost, less accumulated depreciation computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the term of the respective leases.

Bank-owned life insurance

Bank-owned life insurance policies are reflected on the consolidated balance sheet at cash surrender value. Changes in the net cash surrender value of the policies, as well as insurance proceeds received, are reflected in non-interest income in the consolidated statements of operations and are not subject to income taxes.

Deferred Compensation Plan

The Bank has entered into individual Deferred Compensation Agreements with specified executives.

Advertising

Advertising expenses are charged to earnings when incurred.

Pension plan

Costs of the multi-employer pension plan are based on the contribution required to be made to the plan. It is the Company’s policy to fund pension costs in the year of accrual.

Income taxes

Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted accordingly through the provision for income taxes in the period of enactment. A valuation allowance is established against deferred tax assets when, based upon available evidence it is more likely than not that some or all of the deferred tax assets will not be realized. The valuation allowance on deferred tax assets was $115,000 and $0 at June 30, 2022 and 2021.

The Company’s base amount of its federal income tax reserve for loan losses is a permanent difference for which there is no recognition of a deferred tax liability. However, the loan loss allowance maintained for financial reporting purposes is a temporary difference with allowable recognition of a related deferred tax asset, if it is deemed realizable.

The Company does not have any uncertain tax positions at June 30, 2022 or 2021 which require disclosure. The Bank accounts for interest and penalties as part of its provision for federal and state taxes. No interest and penalties were recorded for the years ended June 30, 2022 and 2021.

Transfers of financial assets

Transfers of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets.

During the normal course of business, the Bank may transfer a portion of a financial asset, for example, a participation loan or the government guaranteed portion of a loan. In order to be eligible for sales treatment, the transfer of the portion of the loan must meet the criteria of a participating interest. If it does not meet the criteria of a participating interest, the transfer must be accounted for as a secured borrowing. In order to meet the criteria for a participating interest, all cash flows from the loan must be divided proportionately, the rights of each loan holder must have the same priority, the loan holders must have no recourse to the transferor other than standard representations and warranties and no loan holder has the right to pledge or exchange the entire loan.

Comprehensive income/loss

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the retained earnings section of the consolidated balance sheets, such items, along with net income, are components of comprehensive operations.

The components of accumulated other comprehensive income, included in stockholders' equity, are as follows:

 

 

 

Year Ended June 30,

 

(Dollars in thousands)

 

2022

 

 

2021

 

Net unrealized gains on available for sale securities

 

$

56

 

 

$

24

 

Tax effect

 

 

(19

)

 

 

(7

)

 

 

$

37

 

 

$

17

 

 

 

 

 

 

 

 

 

 

Recent accounting pronouncements

As an emerging growth company as defined in the Jumpstart Our Business Startups (JOBS) Act, the Company has elected to use the extended transition period to delay the adoption of new or reissued accounting pronouncements applicable to public companies until such pronouncements are made applicable to non-public companies. As of June 30, 2022, there is no significant difference in the comparability of the financial statements as a result of this extended transition period.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842). This ASU is intended to improve financial reporting about leasing transactions and the key provision impacting the Company is the requirement for a lessee to record a right-to-use asset and a liability representing the obligation to make lease payments for long-term operating leases. The ASU, as amended, will be effective for fiscal years beginning after December 15, 2021. Management does not expect a material impact due to the small amount of leases. It is expected that assets and liabilities will increase based on the estimated present value of remaining lease payments in place at the adoption date.

On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. This ASU, as amended, is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Management is currently evaluating the impact of adopting this ASU to the consolidated financial statements, which may be material.

2. Restrictions on cash and amounts due from banks

Effective March 26, 2020, the Board of Governors of the Federal Reserve reduced reserve requirement ratios to zero percent and therefore no reserve balance was required at June 30, 2022 or 2021.

3. Securities

The amortized cost and fair value of securities, with gross unrealized gains and losses, follows:

 

 

 

June 30, 2022

 

(In thousands)

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored enterprises:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities

 

$

186

 

 

$

-

 

 

$

-

 

 

$

186

 

Collateralized mortgage obligations

 

 

13

 

 

 

-

 

 

 

-

 

 

 

13

 

Total securities available for sale

 

$

199

 

 

$

-

 

 

$

-

 

 

$

199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored enterprises:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities

 

$

47,741

 

 

$

26

 

 

$

(1,895

)

 

$

45,872

 

Collateralized mortgage obligations

 

 

7

 

 

 

-

 

 

 

-

 

 

 

7

 

Municipal bonds

 

 

45,776

 

 

 

23

 

 

 

(5,172

)

 

 

40,627

 

Corporate bonds

 

 

51,715

 

 

 

20

 

 

 

(4,648

)

 

 

47,087

 

Total securities held to maturity

 

$

145,239

 

 

$

69

 

 

$

(11,715

)

 

$

133,593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2021

 

(In thousands)

 

Amortized

Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored enterprises:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt obligations

 

$

1,983

 

 

$

12

 

 

$

-

 

 

$

1,995

 

Mortgage-backed securities

 

 

260

 

 

 

12

 

 

 

-

 

 

 

272

 

Collateralized mortgage obligations

 

 

27

 

 

 

-

 

 

 

-

 

 

 

27

 

Total securities available for sale

 

$

2,270

 

 

$

24

 

 

$

-

 

 

$

2,294

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored enterprises:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt obligations

 

$

1,001

 

 

$

12

 

 

$

-

 

 

$

1,013

 

Mortgage-backed securities

 

 

27,680

 

 

 

1,229

 

 

 

(12

)

 

 

28,897

 

Collateralized mortgage obligations

 

 

17

 

 

 

1

 

 

 

-

 

 

 

18

 

Municipal bonds

 

 

38,360

 

 

 

458

 

 

 

(216

)

 

 

38,602

 

Corporate bonds

 

 

38,056

 

 

 

936

 

 

 

(131

)

 

 

38,861

 

Total securities held to maturity

 

$

105,114

 

 

$

2,636

 

 

$

(359

)

 

$

107,391

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities with an amortized cost of $14,681,000 and a fair value of $12,777,000 at June 30, 2022 were pledged to secure a credit line with the Federal Reserve Bank. See Note 7.

The amortized cost and fair value of debt securities, by contractual maturity, at June 30, 2022, is shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

 

June 30, 2022

 

 

 

Available for Sale

 

 

Held to Maturity

 

(Dollars in thousands)

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

Within 1 year

 

$

-

 

 

$

-

 

 

$

4,006

 

 

$

4,008

 

Over 1 year through 5 years

 

 

-

 

 

 

-

 

 

 

25,269

 

 

 

24,763

 

Over 5 years through 10 years

 

 

-

 

 

 

-

 

 

 

42,934

 

 

 

38,600

 

Over 10 years

 

 

-

 

 

 

-

 

 

 

25,282

 

 

 

20,343

 

 

 

 

-

 

 

 

-

 

 

 

97,491

 

 

 

87,714

 

Mortgage-backed securities

 

 

186

 

 

 

186

 

 

 

47,741

 

 

 

45,872

 

Collateralized mortgage obligations

 

 

13

 

 

 

13

 

 

 

7

 

 

 

7

 

 

 

$

199

 

 

$

199

 

 

$

145,239

 

 

$

133,593

 

 

Information pertaining to securities with gross unrealized losses at June 30, 2022 and 2021 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

 

 

 

Less Than Twelve Months

 

 

Over Twelve Months

 

(Dollars in thousands)

 

Gross Unrealized Losses

 

 

Fair Value

 

 

Gross Unrealized Losses

 

 

Fair Value

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities

 

$

1,712

 

 

$

39,843

 

 

$

183

 

 

$

1,855

 

Municipal bonds

 

 

3,520

 

 

 

25,976

 

 

 

1,652

 

 

 

6,394

 

Corporate bonds

 

 

3,679

 

 

 

37,015

 

 

 

969

 

 

 

5,682

 

Total temporarily impaired securities held to maturity

 

$

8,911

 

 

$

102,834

 

 

$

2,804

 

 

$

13,931

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Than Twelve Months

 

 

Over Twelve Months

 

(Dollars in thousands)

 

Gross Unrealized Losses

 

 

Fair Value

 

 

Gross Unrealized Losses

 

 

Fair Value

 

June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities

 

$

12

 

 

$

2,598

 

 

$

-

 

 

$

-

 

Municipal bonds

 

 

216

 

 

 

7,839

 

 

 

-

 

 

 

-

 

Corporate bonds

 

 

131

 

 

 

9,249

 

 

 

-

 

 

 

-

 

Total temporarily impaired securities held to maturity

 

$

359

 

 

$

19,686

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2022, 228 debt securities have unrealized losses with aggregate depreciation of 9.11% from the Company's amortized cost basis. These unrealized losses are the result of changes in the interest rate environment and there have been no downgrades in the investment quality of these securities. The contractual terms of these securities do not permit the entities to settle the security at a price less than par value. Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, it does not consider these securities to be other-than-temporarily impaired at June 30, 2022.

Proceeds from the sale of securities available for sale was $2,031,000 for the year ended June 30, 2022. There were no sales during the year ended June 30, 2021.

 

4. Loans

A summary of the balances of loans follows:

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

June 30, 2022

 

 

June 30, 2021

 

Mortgage loans on real estate:

 

 

 

 

 

 

Residential:

 

 

 

 

 

 

1-4 family

 

$

141,073

 

 

$

139,687

 

Multi-family

 

 

14,310

 

 

 

15,868

 

Second mortgages and home equity lines of credit

 

 

1,970

 

 

 

2,454

 

Construction

 

 

375

 

 

 

-

 

Commercial

 

 

14,761

 

 

 

16,366

 

Total mortgage loans on real estate

 

 

172,489

 

 

 

174,375

 

Consumer loans:

 

 

 

 

 

 

Consumer

 

 

84

 

 

 

139

 

Home improvement

 

 

2,116

 

 

 

1,972

 

Total other loans

 

 

2,200

 

 

 

2,111

 

Total loans

 

 

174,689

 

 

 

176,486

 

 

 

 

 

 

 

 

Less: Allowance for loan losses

 

 

(1,747

)

 

 

(1,722

)

    Net deferred loan fees

 

 

(349

)

 

 

(331

)

Loans, net

 

$

172,593

 

 

$

174,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage loans serviced for others were $0 and $499,000 at June 30, 2022 and 2021, respectively.

Residential loans are subject to a blanket lien securing FHLB advances. See Note 7.

Included in total loans are loans due from directors and other related parties of $3.0 million and $2.5 million at June 30, 2022 and 2021, respectively. All loans made to directors have substantially the same terms and interest rates as other bank borrowers at their origination date. The Board of Directors confirms that collateral requirements, terms and rates are comparable to other borrowers and are in compliance with underwriting policies prior to approving loans to individual directors. The following presents the activity in amount due from directors and other related parties for the years ended June 30, 2022 and 2021:

 

(Dollars in thousands)

 

June 30, 2022

 

 

June 30, 2021

 

Outstanding related party loans at July 1,

 

$

2,544

 

 

$

2,177

 

New Loans

 

 

1,211

 

 

 

1,385

 

Repayments

 

 

(708

)

 

 

(1,018

)

Outstanding related party loans at June 30,

 

$

3,047

 

 

$

2,544

 

 

 

 

 

 

Activity in the allowance for loan losses and allocation of the allowance to loan segments follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Residential Real Estate

 

 

Residential Real Estate Construction

 

 

Commercial Real Estate

 

 

 

Consumer

 

 

Unallocated

 

 

Total

 

Provision (credit) for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2021

 

$

1,262

 

 

$

-

 

 

$

279

 

 

 

$

58

 

 

$

123

 

 

$

1,722

 

Provision (credit) for loan losses

 

 

(39

)

 

 

3

 

 

 

(27

)

 

 

 

4

 

 

 

85

 

 

 

26

 

Loans charged-off

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

(1

)

 

 

-

 

 

 

(1

)

Recoveries

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at June 30, 2022

 

$

1,223

 

 

$

3

 

 

$

252

 

 

 

$

61

 

 

$

208

 

 

$

1,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2020

 

$

1,228

 

 

$

-

 

 

$

301

 

 

 

$

48

 

 

$

85

 

 

$

1,662

 

Provision (credit) for loan losses

 

 

34

 

 

 

-

 

 

 

(22

)

 

 

 

10

 

 

 

38

 

 

 

60

 

Loans charged-off

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Recoveries

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at June 30, 2021

 

$

1,262

 

 

$

-

 

 

$

279

 

 

 

$

58

 

 

$

123

 

 

$

1,722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for impaired loans

 

$

-

 

 

$

-

 

 

$

-

 

 

 

$

-

 

 

$

-

 

 

$

-

 

Allowance for non-impaired loans

 

 

1,223

 

 

 

3

 

 

 

252

 

 

 

 

61

 

 

 

208

 

 

 

1,747

 

Total allowance for loan losses

 

$

1,223

 

 

$

3

 

 

$

252

 

 

 

$

61

 

 

$

208

 

 

$

1,747

 

Impaired loans

 

$

-

 

 

$

-

 

 

$

-

 

 

 

$

-

 

 

$

-

 

 

$

-

 

Non-impaired loans

 

 

157,353

 

 

 

375

 

 

 

14,761

 

 

 

 

2,200

 

 

 

-

 

 

 

174,689

 

Total loans

 

$

157,353

 

 

$

375

 

 

$

14,761

 

 

 

$

2,200

 

 

$

-

 

 

$

174,689

 

June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for impaired loans

 

$

-

 

 

$

-

 

 

$

-

 

 

 

$

-

 

 

$

-

 

 

$

-

 

Allowance for non-impaired loans

 

 

1,262

 

 

 

-

 

 

 

279

 

 

 

 

58

 

 

 

123

 

 

 

1,722

 

Total allowance for loan losses

 

$

1,262

 

 

$

-

 

 

$

279

 

 

 

$

58

 

 

$

123

 

 

$

1,722

 

Impaired loans

 

$

-

 

 

$

-

 

 

$

-

 

 

 

$

-

 

 

$

-

 

 

$

-

 

Non-impaired loans

 

 

158,009

 

 

 

-

 

 

 

16,366

 

 

 

 

2,111

 

 

 

-

 

 

 

176,486

 

Total loans

 

$

158,009

 

 

$

-

 

 

$

16,366

 

 

 

$

2,111

 

 

$

-

 

 

$

176,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2022 and 2021 there were no past due loans or loans on non-accrual. At June 30, 2022 and 2021 there were no loans past due ninety days or more and still accruing.

There were no impaired loans at June 30, 2022 or 2021.

During the years ended June 30, 2022 and 2021, there were no troubled debt restructurings or troubled debt restructurings that defaulted in the first twelve months after restructuring. Management performs a discounted cash flow calculation to determine the amount of impairment reserve required on each of the troubled debt restructurings. Any reserve required is recorded through the provision for loan losses.

 

 

Credit Quality Information

The Bank utilizes an internal loan rating system for residential real estate, commercial real estate, and construction loans as follows:

Pass: Loans in this category are considered to pose low to average risk. Passed assets are generally protected by the current net worth and paying capacity of the obligor or by the value of collateral pledged.

Special Mention: Loans in this category possess credit deficiencies or potential weaknesses deserving management’s close attention. If uncorrected, such deficiencies or weaknesses may expose the Bank to an increased risk of loss.

Substandard: Loans in this category are considered to be inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. These assets have a well-defined weakness and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans in this category have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

Loss: Loans in this category are considered uncollectible and continuance as a bankable asset is not warranted. Loans in this category are generally charged-off.

On an annual basis, or more often if needed, the Bank formally reviews the ratings on all commercial real estate and construction loans. On a monthly basis, the Bank reviews the residential and other loan portfolios for credit quality primarily through the use of delinquency reports.

The following table presents information on the Bank’s loans by risk ratings at June 30, 2022 and 2021:

 

 

 

June 30, 2022

 

 

June 30, 2021

 

(Dollars in thousands)

 

Residential Real Estate

 

 

Commercial Real Estate

 

 

Residential Real Estate

 

 

Commercial Real Estate

 

Pass

 

$

157,728

 

 

$

14,761

 

 

$

158,009

 

 

$

14,342

 

Special mention

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,024

 

 

 

$

157,728

 

 

$

14,761

 

 

$

158,009

 

 

$

16,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential real estate included $375,000 of pass rated residential construction loans. At June 30, 2022 and 2021, there were no loans rated substandard, doubtful or loss.

5. Premises and Equipment

A summary of the cost and accumulated depreciation and amortization of premises and equipment follows:

 

(Dollars in thousands)

 

June 30, 2022

 

 

June 30, 2021

 

Land

 

$

1,553

 

 

$

1,553

 

Bank buildings

 

 

1,066

 

 

 

1,066

 

Building improvements

 

 

926

 

 

 

926

 

Furniture, fixtures and equipment

 

 

1,225

 

 

 

1,267

 

Leasehold improvements

 

 

167

 

 

 

167

 

 

 

 

4,937

 

 

 

4,979

 

Less accumulated depreciation and amortization

 

 

(1,603

)

 

 

(1,520

)

 

 

$

3,334

 

 

$

3,459

 

 

 

 

 

 

 

 

Depreciation and amortization expense for the years ended June 30, 2022 and 2021 amounted to $255,000 and $270,000, respectively.

6. Deposits

A summary of deposit balances, by type, is as follows:

 

(Dollars in thousands)

 

June 30, 2022

 

 

June 30, 2021

 

NOW and demand

 

$

64,163

 

 

$

62,785

 

Regular and other

 

 

75,774

 

 

 

68,998

 

Money market deposits

 

 

47,010

 

 

 

41,319

 

Total non-certificate accounts

 

 

186,947

 

 

 

173,102

 

Term certificates of $250,000 or more

 

 

24,608

 

 

 

25,833

 

Term certificates less than $250,000

 

 

75,520

 

 

 

85,739

 

Total certificate accounts

 

 

100,128

 

 

 

111,572

 

Total deposits

 

$

287,075

 

 

$

284,674

 

 

 

 

 

 

 

 

 

A summary of certificate accounts by maturity is as follows:

 

 

 

June 30, 2022

 

 

June 30, 2021

 

(Dollars in thousands)

 

Amount

 

 

Weighted Average Rate

 

 

Amount

 

 

Weighted Average Rate

 

Due within 1 year

 

$

78,847

 

 

 

0.67

%

 

$

67,440

 

 

 

0.66

%

Over 1 year to 2 years

 

 

14,307

 

 

 

0.96

 

 

 

33,517

 

 

 

1.11

 

Over 2 years to 3 years

 

 

5,277

 

 

 

0.92

 

 

 

5,208

 

 

 

1.86

 

Over 3 years to 5 years

 

 

1,697

 

 

 

0.65

 

 

 

5,407

 

 

 

0.95

 

 

 

$

100,128

 

 

 

0.73

%

 

$

111,572

 

 

 

0.86

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7. Federal Home Loan Bank Advances and Other Borrowings

Short-term FHLB advances with an original maturity of less than one year amounted to $0 at June 30, 2022 and $918,000 with a weighted average rate of 2.75% at June 30, 2021. There were no long-term FHLB advances outstanding at June 30, 2022 and 2021.

The Bank has an available line of credit in the amount of $2,354,000 with the FHLB of Boston at an interest rate that adjusts daily. Borrowings under the line are limited to 2% of the Bank’s total assets. At June 30, 2022 and 2021 there were no funds advanced under the line of credit. All borrowings from the FHLB are secured by a blanket lien on qualified collateral, defined principally as first mortgage loans on owner-occupied 1-4 family residential property.

The Bank has an available line of credit under the Federal Reserve Bank Borrower-in-Custody program offered through the Discount Window. Under the terms of the credit line, the Bank has pledged certain qualifying securities with a fair market value of $12,777,000 and $10,081,000, respectively, and the line bears a variable interest rate equal to the federal funds rate plus 0.50%. At June 30, 2022 and 2021, there were no outstanding balances under this program.

 

8. Income Taxes

Allocation of federal and state income taxes between current and deferred portions is as follows:

 

 

Years Ended June 30,

 

 

 

2022

 

 

2021

 

 

 

(Dollars in Thousands)

 

Current tax provision:

 

 

 

 

 

 

Federal

 

$

313

 

 

$

129

 

State

 

 

42

 

 

 

54

 

 

 

 

355

 

 

 

183

 

Deferred tax expense (benefit):

 

 

 

 

 

 

Federal

 

 

(322

)

 

 

58

 

State

 

 

(200

)

 

 

5

 

Valuation Allowance

 

 

115

 

 

 

-

 

 

 

 

(407

)

 

 

63

 

Total income tax provision (benefit)

 

$

(52

)

 

$

246

 

 

 

 

 

 

 

 

 

The reasons for the differences between the statutory federal income tax rate and the effective tax rates are summarized as follows:

 

 

 

Years Ended June 30,

 

 

 

2022

 

 

2021

 

 

 

(Dollars in Thousands)

 

Statutory amount

 

$

82

 

 

$

344

 

Increase (decrease) resulting from:

 

 

 

 

 

 

State taxes, net of federal tax benefit

 

 

(120

)

 

 

47

 

Tax exempt interest

 

 

(96

)

 

 

(114

)

Bank-owned life insurance

 

 

(34

)

 

 

(35

)

Other, net

 

 

1

 

 

 

4

 

Valuation Allowance

 

 

115

 

 

 

-

 

Effective (benefit) tax

 

$

(52

)

 

$

246

 

Effective tax rate

 

 

-13.3

%

 

 

15.0

%

 

 

 

 

 

 

 

 

 

 

 

 

The components of the net deferred tax asset are as follows:

 

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

 

(Dollars in Thousands)

 

Deferred tax assets:

 

 

 

 

 

 

Allowance for loan losses

 

$

466

 

 

$

459

 

Employee benefit plans

 

 

328

 

 

 

294

 

ESOP

 

 

14

 

 

 

-

 

Charitable Contribution carryforward

 

 

403

 

 

 

-

 

 

 

 

1,211

 

 

 

753

 

Valuation Allowance

 

 

(115

)

 

 

-

 

Gross deferred tax assets

 

 

1,096

 

 

 

753

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

Net unrealized gain on available for sale securities

 

 

-

 

 

 

(7

)

Depreciation and amortization

 

 

(17

)

 

 

(81

)

 

 

 

(17

)

 

 

(88

)

Net deferred tax asset

 

$

1,079

 

 

$

665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A summary of the change in the net deferred tax asset is as follows:

 

 

Years Ended June 30,

 

 

 

2022

 

 

2021

 

 

 

(Dollars in Thousands)

 

Balance at beginning of year

 

$

665

 

 

$

732

 

Deferred tax benefit (expense)

 

 

407

 

 

 

(63

)

Deferred tax effects of net unrealized gain on
     available for sale securities

 

 

7

 

 

 

(4

)

Balance at end of year

 

$

1,079

 

 

$

665

 

 

 

 

 

 

 

 

The calculation of the Company's charitable contribution carryforward deferred tax asset is based upon a carryforward of approximately $1,417,000 of charitable contributions at June 30, 2022. As of June 30, 2022 it has been determined that it is more likely than not that a portion of the benefit from this charitable contribution carryforward will not be realized prior to expiration. As a result, a valuation allowance of $115,000 has been provided on this deferred tax asset for the year ended June 30, 2022. There was no valuation allowance for the year ended June 30, 2021. All other deferred tax assets as of June 30, 2022 and 2021 have not been reduced by a valuation allowance because management believes that it is more likely than not that the full amount of these deferred tax assets will be realized.

The federal income tax reserve for loan losses at the Bank’s base year amounted to $2,582,000. If any portion of the reserve is used for purposes other than to absorb loan losses, approximately 150% of the amount actually used, limited to the amount of the reserve, would be subject to taxation in the fiscal year in which used. As the Bank intends to use the reserve only to absorb loan losses, a deferred income tax liability of $726,000 has not been provided.

The Company and the Bank’s income tax returns are subject to review and examination by federal and state taxing authorities. The Bank is currently open to audit under the applicable statues of limitations by the internal revenue service for the years ended December 2019 through 2021. The years open to examination by state taxing authorities vary by jurisdiction; no years prior to 2019 are open.

9. Minimum Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial

statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Federal banking regulations require minimum capital requirements for community banking institutions as set forth in the following table. Additionally, community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital, Tier 1 capital or total capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonuses. At June 30, 2022, the Bank met the required capital conservation buffer. Management believes that the Bank’s capital levels will remain characterized as “well capitalized”.

As of June 30, 2022, the most recent notification from the Office of the Comptroller of Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum capital ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category. The Bank is subject to dividend restrictions imposed by various regulators, including a limitation on the total of all dividends that the Bank may pay to the Company in any calendar year, to an amount that shall not exceed the Bank's net income for the current year, plus its net income retained for the two previous years.

The Bank’s actual capital amounts and ratios as of June 30, 2022 and 2021 are also presented in the table.

 

 

 

Actual

 

 

Minimum Capital Requirement

 

 

Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions

 

(Dollars in thousands)

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk weighted assets)

 

$

65,237

 

 

 

34.9

%

 

$

14,936

 

 

 

8.0

%

 

$

18,670

 

 

 

10.0

%

Common equity Tier 1 capital (to risk weighted assets)

 

 

63,490

 

 

 

34.0

%

 

 

8,401

 

 

 

4.5

 

 

 

12,135

 

 

 

6.5

 

Tier 1 capital (to risk weighted assets)

 

 

63,490

 

 

 

34.0

%

 

 

11,202

 

 

 

6.0

 

 

 

14,936

 

 

 

8.0

 

Tier 1 capital (to adjusted total assets)

 

 

63,490

 

 

 

17.4

%

 

 

14,580

 

 

 

4.0

 

 

 

18,225

 

 

 

5.0

 

June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk weighted assets)

 

$

50,350

 

 

 

29.7

%

 

$

13,585

 

 

 

8.0

%

 

$

16,981

 

 

 

10.0

%

Common equity Tier 1 capital (to risk weighted assets)

 

 

48,628

 

 

 

28.6

 

 

 

7,641

 

 

 

4.5

 

 

 

11,038

 

 

 

6.5

 

Tier 1 capital (to risk weighted assets)

 

 

48,628

 

 

 

28.6

 

 

 

10,189

 

 

 

6.0

 

 

 

13,585

 

 

 

8.0

 

Tier 1 capital (to adjusted total assets)

 

 

48,628

 

 

 

14.4

 

 

 

13,519

 

 

 

4.0

 

 

 

16,898

 

 

 

5.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10. Commitments and Contingencies

Loan commitments

The Bank is a party to credit related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and advance funds on lines-of-credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

The Bank’s exposure to credit loss is represented by the contractual amount of these commitments. The Bank uses the same credit policies in making commitments as it does for on-balance sheet instruments.

At June 30, 2022 and 2021, the following financial instruments were outstanding whose contract amounts represent credit risk:

(Dollars in thousands)

 

June 30, 2022

 

 

June 30, 2021

 

Commitments to grant loans

 

$

5,551

 

 

$

1,460

 

Unadvanced funds on construction loans

 

 

460

 

 

 

-

 

Unadvanced funds on equity lines of credit

 

 

4,305

 

 

 

4,237

 

Unadvanced funds on commercial and other lines of credit

 

 

1,188

 

 

 

1,422

 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for construction loans and lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis and the commitments are collateralized by real estate.

Operating lease commitments

Pursuant to the terms of noncancelable lease agreements in effect at June 30, 2022 pertaining to premises, future minimum rent commitments for 2023 through 2027 and thereafter are as follows:

 

 

 

 

 

Years ending

 

 

 

 

 

June 30,

 

2023

 

 

 

$

117,400

 

2024

 

 

 

 

117,400

 

2025

 

 

 

 

117,400

 

2026

 

 

 

 

117,400

 

2027

 

 

 

 

113,400

 

Thereafter

 

 

 

 

633,267

 

The cost of such rentals is not included above. Total rent expense for the years ended June 30, 2022 and 2021 amounted to $93,000 and $89,000, respectively.

Employment agreements

During the year ended June 30, 2022, the Bank entered into employment agreements with two executives (each for a term of three years) which provide for a specified annual compensation and certain other benefits as defined in the agreement. Commencing on the first anniversary of the effective date of the agreement and continuing on each anniversary thereafter, members of the Board of Directors may extend the agreement for an additional year.

The Bank has also entered into agreements with certain executives setting forth the terms and conditions of payment due to the executive and the rights and obligations of the parties in the event of a change in control as defined in the agreement. The agreements are subject to renewal each year by the Board of Directors.

Other contingencies

Various legal claims also arise from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Bank’s consolidated financial statements.

11. Employee Benefits Plan

Employee Stock Ownership Plan

As part of the stock offering, the Bank established the Colonial Federal Savings Bank Employee Stock Ownership Plan ("ESOP") to provide eligible employees of the Bank the opportunity to own Company Stock. The ESOP is a tax-qualified retirement plan for the benefit of Bank employees. Contributions are allocated to eligible participants on the basis of compensation, subject to federal limits. The number of shares committed to be released per year is 10,226.

The ESOP funded its purchase of 255,648 shares through a loan from the Company equal to 100% of the purchase price of the common stock. The ESOP trustee will repay the loan principally through the Bank's contributions to the ESOP over the loan term of 25 years. At June 30, 2022, the principal balance on the ESOP loan was $2.6 million.

Total compensation expense recognized in connection with the ESOP for the year ended June 30, 2022 was $51,000.

Shares held by the ESOP include the following:

 

 

June 30, 2022

 

Shares committed to be allocated

 

 

5,112

 

Unallocated shares

 

 

250,536

 

Total

 

 

255,648

 

 

The fair value of unallocated shares was approximately $2.3 million at June 30, 2022.

Defined benefit plan

The Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions (“The Pentegra DB Plan”), a tax-qualified defined-benefit pension plan. The Pentegra DB Plan’s Employer Identification Number is 13-5645888 and the Plan Number is 333. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and is subject to the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. There are no collective bargaining agreements in place that require contributions to the Pentegra DB Plan.

The risks of participating in this multi-employer plan are different from a single-employer plan in the following aspects:

a. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.

b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

c. If the Bank chooses to stop participating in its multi-employer plan, the Bank may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

Pension expense under the plan for the years ended June 30, 2022 and 2021 amounted to $735,000 and $780,000, respectively.

Total contributions made to the Pentegra DB Plan, as reported on Form 5500 amounted to $248,563,000 and $253,199,000 for the plan years ended June 30, 2021 and June 30, 2020, respectively, the latest data on file. The Bank’s contributions to the Pentegra DB Plan are not more than 5% of the total contributions to the Pentegra DB Plan. Contributions of $715,000 and $755,000 were paid by the Bank during the years ended June 30, 2022 and 2021, respectively.

The funded status (market value of plan assets divided by funding target) of the Bank’s portion of the Pentegra DB Plan as of July 1, 2022 and 2021, was 120.63% and 103.72%, respectively, per the valuation reports. Market value of plan assets reflects any contributions received applied to the 2021-2022 plan year.

401(k) plan

The Bank has a savings plan which is intended to qualify under Section 401(k) of the Internal Revenue Code. The plan provides for voluntary contributions by participating employees ranging from two percent to fifteen percent

of their compensation, subject to certain limitations. The Bank matches 10% of the employee’s voluntary contributions up to 3% of their compensation. Employer 401(k) plan contribution expense amounted to $33,000 and $41,000 for the years ended June 30, 2022 and 2021, respectively.

Supplemental compensation plan

The Bank has entered into a Supplemental Executive Retirement Plan (the “SERP”) with certain officers, which provides for payments upon attaining the retirement age noted in the SERP. The present value of these future payments is provided over the remaining terms of the officers’ employment and at June 30, 2022 and 2021, the accrued liability amounted to $814,000 and $748,000, respectively. SERP expense for the years ended June 30, 2022 and 2021 amounted to $66,000 and $78,000, respectively. In connection with these SERPs, the Bank purchased life insurance policies, which have a cash surrender value of $5,733,000 and $4,922,000 at June 30, 2022 and 2021, respectively.

In addition, the Bank provides death benefits for officers and directors of the Bank under the terms of Split Dollar Agreements. The Bank has purchased life insurance contracts in connection with these agreements and the cash surrender value of the policies at June 30, 2022 and 2021 amounted to $4,411,000 and $4,328,000, respectively. For the years ended June 30, 2022 and 2021, post-retirement expense related to these obligations amounted to $89,000 and $63,000, respectively.

12. Fair Value of Assets and Liabilities

Determination of fair value

The Bank uses fair value measurements to record fair value adjustments to certain assets. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in some instances, quoted market prices may not be available. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques, including collateral value. Those techniques are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Assets and liabilities measured at fair value on a recurring basis.

At June 30, 2022 and 2021, securities available for sale were measured at Level 2 with a fair value of $199,000 and $2,294,000, respectively. All fair value measurements are obtained from a third- party pricing service and are not adjusted by management. Securities measured at fair value in Level 2 are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. There are no securities measured at fair value in Levels 1 and 3.

There are no liabilities measured at fair value on a recurring basis at June 30, 2022 and June 30, 2021.

Assets and liabilities measured at fair value on a non-recurring basis.

The Bank may also be required, from time to time, to measure certain other financial assets on a non-recurring basis in accordance with generally accepted accounting principles. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There are no assets or liabilities measured at fair value on a non-recurring basis at June 30, 2022 or 2021.

The following table summarizes financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022 and June 30, 2021.

 

 

June 30, 2022

 

(Dollars in thousands)

 

Carrying
 Value

 

 

Level 1

 

 

Fair Value Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

31,667

 

 

$

31,667

 

 

$

-

 

 

$

-

 

 

$

31,667

 

Securities available for sale

 

 

199

 

 

 

-

 

 

 

199

 

 

 

-

 

 

 

199

 

Securities held to maturity

 

 

145,239

 

 

 

-

 

 

 

133,593

 

 

 

-

 

 

 

133,593

 

Federal Home Loan Bank of Boston stock

 

 

191

 

 

 

-

 

 

 

-

 

 

 

191

 

 

 

191

 

Loans - net

 

 

172,593

 

 

 

-

 

 

 

-

 

 

 

161,098

 

 

 

161,098

 

Accrued interest receivable

 

 

1,265

 

 

 

-

 

 

 

-

 

 

 

1,265

 

 

 

1,265

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

287,075

 

 

 

-

 

 

 

-

 

 

 

268,039

 

 

 

268,039

 

 

 

 

 

June 30, 2021

 

(Dollars in thousands)

 

Carrying
 Value

 

 

Level 1

 

 

Fair Value Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

40,678

 

 

$

40,678

 

 

$

-

 

 

$

-

 

 

$

40,678

 

Certificates of deposits

 

 

980

 

 

 

-

 

 

 

988

 

 

 

-

 

 

 

988

 

Securities available for sale

 

 

2,294

 

 

 

-

 

 

 

2,294

 

 

 

-

 

 

 

2,294

 

Securities held to maturity

 

 

105,114

 

 

 

-

 

 

 

107,391

 

 

 

-

 

 

 

107,391

 

Federal Home Loan Bank of Boston stock

 

 

453

 

 

 

-

 

 

 

-

 

 

 

453

 

 

 

453

 

Loans - net

 

 

174,433

 

 

 

-

 

 

 

-

 

 

 

177,324

 

 

 

177,324

 

Accrued interest receivable

 

 

1,146

 

 

 

-

 

 

 

-

 

 

 

1,146

 

 

 

1,146

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

284,674

 

 

 

-

 

 

 

-

 

 

 

285,955

 

 

 

285,955

 

Short-term borrowings

 

 

918

 

 

 

-

 

 

 

-

 

 

 

925

 

 

 

925

 

Accrued interest payable

 

 

3

 

 

 

-

 

 

 

-

 

 

 

3

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13. Subsequent Events

Management has evaluated subsequent events through September 22, 2022, which is the date the financial statements were available to be issued. There were no subsequent events that required adjustment to the financial statements.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Treasurer and Chief Operating Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on their evaluation of the Company’s disclosure controls and procedures as of June 30, 2022, the Company’s Chief Executive Officer and Treasurer and Chief Operating Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and regulations are operating in an effective manner.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

DIRECTORS

The Board of Directors of the Company consists of seven members and is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year.

The following table sets forth certain information regarding the directors of the Company.

 

Name(1)

 

Position(s)

 

Age(2)

 

Director Since(3)

 

Current Term Expires

Paul N. Baharian

 

 Director

 

76

 

2000

 

2023

Robert Guarnieri

 

 Director

 

75

 

1989

 

2023

Edward J. Keohane

 

 Director

 

78

 

1980

 

2022

Stephen D. Marini

 

 Director

 

76

 

1997

 

2024

Michael E. McFarland

 

 Director, President & CEO

 

68

 

1994

 

2022

James M. O'Leary Jr.

 

 Chairman of the Board

 

66

 

2014

 

2024

Tracy L. Wilson

 

 Director

 

52

 

2018

 

2022

 

(1)

The mailing address for each individual is 15 Beach Street, Quincy, Massachusetts 02170.

(2)

As of June 30, 2022.

(3)

The indicated period for service as a director includes service as a director of Colonial Federal Savings Bank.

Information regarding the directors is provided below. Unless otherwise stated, each individual has held his or her current occupation for the last five years.

Paul N. Baharian has over 40 years of experience in congregate elderly housing serving as the Executive Director of 1000 Southern Artery in Quincy, Massachusetts. He retired in 2010. Mr. Baharian currently serves on the Board of Trustees of 1000 Southern Artery. He also has both commercial and residential banking experience with the South Shore National Bank prior to joining 1000 Southern Artery. Mr. Baharian has extensive experience in management, customer service and employee relations. He has been involved in many civic and community projects over the years.

Robert Guarnieri is the retired President and Chief Executive Officer of Colonial Federal Savings Bank. He has been associated with Colonial Federal Savings Bank since 1975 and had served as Controller and Treasurer before being elected as the President and Chief Executive Officer and a director in 1989. He also served as Chairman of the Board for five years. Mr. Guarnieri formerly worked at the accounting firm of KPMG. He was a certified public accountant for many years. Mr. Guarnieri has a strong banking and accounting background and an excellent track record in sales, customer assessment, risk management and team building. Over the years he has served on numerous boards in the congregate housing industry and various charitable endeavors.

Edward Keohane is the past Chairman of the Board of Colonial Federal Savings Bank. He is the retired president of Keohane Funeral Service in Quincy, Massachusetts. Mr. Keohane is associated with Keohane Funeral Service in an advisory and mentoring role. He has extensive experience in the service industry and in employee recruitment, retention and professional development. Mr. Keohane has been involved in the business community serving both nationally and locally. He is a former president and director of National Selected Morticians. He is also one of the founders of the Quincy Chamber of Commerce and served as its first president. Mr. Keohane brings a wealth of business knowledge, community and civic involvement to Colonial Federal Savings Bank.

Stephen D. Marini has over 40 years of experience as a certified public accountant and an auditor. He is a retired vice president of the firm of Gerald T. Reilly & Co. CPAs. Mr. Marini serves as Chairman of the Audit Committee. He also served on the Board of the former Braintree Savings Bank. Mr. Marini has significant experience building relationships with clients and developing employees. He had served as a director of the South Shore Chamber of Commerce for many years and has been involved in many non-profit and charitable endeavors.

Michael E. McFarland is the President and Chief Executive Officer of Colonial Federal Savings Bank. He has served in this position for nine years. His position as President and Chief Executive Officer fosters clear accountability, effective decision making, a clear and direct channel of communication from senior management to the full board of directors, and alignment on corporate strategy. Mr. McFarland has served as an elected member of both the Quincy City Council and the Quincy School Committee. He currently serves as the Vice Chairman of the Norfolk County Agricultural High School Board of Trustees in Walpole, Massachusetts. Mr. McFarland has been involved in many community and civic endeavors including past board member of both the Quincy and South Shore Chambers of Commerce. He is a member of the Quincy Retirement Board and also serves on the Quincy Affordable Housing Trust. Mr. McFarland serves on the Board of Trustees of 1000 Southern Artery in Quincy.

James O’Leary is the Chairman of the Board of Colonial Federal Savings Bank. He was elected Chairman in 2018. Mr. O’Leary is the President of Milton E. T. Lawrence Company, a group insurance provider. Mr. O’Leary has extensive experience in insurance, employee benefit plans and risk management. He brings a wealth of knowledge of local contacts, sales experience, extensive insights into customers and the local real estate market. Mr. O’Leary is a member of the BID Milton Hospital Board of Advisors. He is actively involved in a variety of civic and educational institutions.

Tracy L. Wilson is a life-long resident of Quincy, Massachusetts. Ms. Wilson is an attorney and president of the Law Offices of Tracy Wilson, P.C., with offices located in Quincy and Canton, Massachusetts. Ms. Wilson is a former Norfolk County Assistant District Attorney. Ms. Wilson brings considerable legal perspective to both policy and employment matters. She is active in the local legal community, specializing in probate/estate, guardianship, civil litigation, divorce/family law and mediation/conciliation. Ms. Wilson has raised thousands of dollars for Children’s Hospital-Boston running with the Miles for Miracles Team in the Boston Marathon. She remains active in the community, participates in various local charity and civic organizations, and is a long-time sponsor and supporter of local youth sports and the arts.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The following sets forth information regarding our executive officers who are not directors. Age information is as of June 30, 2022. The executive officers of CFSB Bancorp and Colonial Federal Savings Bank are elected annually.

Susan Shea, age 64, has been employed at Colonial Federal Savings Bank since 1978 and is currently our Treasurer and Chief Operating Officer, positions she has held since 2013. Ms. Shea serves as a member of the Loan Committee, Asset Review Committee, Asset/Liability Committee, Compliance Committee and IT Steering Committee.

Kemal A. Denizkurt, age 56, is the Vice President of Financial Markets. He joined Colonial Federal Savings Bank in 2000 to manage interest rate risk and the investment portfolio. Mr. Denizkurt serves as Chairman of the Asset/Liability Committee and the Compliance Committee and oversees both compliance and internal audit programs for Colonial Federal Savings Bank. He is a long-serving member of the Loan Committee, conducts internal loan review, and provides oversight of the commercial real estate participation loan portfolio including credit underwriting and monitoring. Prior to joining Colonial Federal Savings Bank, Mr. Denizkurt was a national bank examiner for the Office of Thrift Supervision, conducting safety and soundness examinations for a ten-year period. Mr. Denizkurt is a long-time member of the Zoning Board of Appeals in Weymouth, Massachusetts and currently serves as Vice Chairman.

William R. Esselstyn, age 53, is Vice President of Information Systems for Colonial Federal Savings Bank, a position he has held since 1999. He also serves as the Information Security Officer and is the Assistant Secretary of the Bank. He is a member of the Compliance Committee and IT Steering Committee and is responsible for E-Banking services. Mr. Esselstyn began his employment at Colonial Federal Savings Bank in 1987. He is active in the local Quincy and Braintree communities, and currently serves on the board and as treasurer of the Wollaston Church of the Nazarene.

Mary Kuropatkin, age 53, is the Vice President of Retail Banking for Colonial Federal Savings Bank. She has served in this position and also as Colonial Federal Savings Bank’s BSA Officer since 1999. Ms. Kuropatkin began her employment with Colonial Federal in 1985. Ms. Kuropatkin serves as a member of the Asset/Liability Committee, Compliance Committee and IT Steering Committee.

Angela M. Blanchard, age 55, is the Vice President-Retail Lending and CRA Officer of Colonial Federal Savings Bank, positions she has held since 2012. She joined Colonial Federal in 1996. Ms. Blanchard serves a as member of the Loan Committee, the Asset Review Committee, the Asset/Liability Committee and the Compliance Committee. Prior to joining Colonial Federal Savings Bank, Ms. Blanchard was an Assistant Vice President – Asset Manager/Commercial Loan Workout Officer for Shawmut Bank N.A.

DELINQUENT SECTION 16(A) REPORTS

Our executive officers and directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file reports with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership of our common stock. Securities and Exchange Commission rules require disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. Based on our review of ownership reports required to be filed during the year ended June 20, 2022, we believe that no executive officer, director or 10% beneficial owner of shares of Company common stock failed to file an ownership report on a timely basis, except for one late report by Mr. Baharian with regard to the purchase of shares of Company common stock.

CODE OF ETHICS FOR SENIOR OFFICERS

We have adopted a Code of Ethics for Senior Officers, which includes our principal executive officer and principal financial officer. The Code of Ethics for Senior Officers addresses conflicts of interest, the treatment of confidential information, and compliance with applicable laws, rules and regulations. In addition, it is designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations. The Code of Ethics for Senior Officers is available in the Corporate Governance portion of the Investor Relations section of Colonial Federal Savings Bank’s website, www.colonialfed.com. Any amendments to and waivers from the Code of Ethics for Senior Officers will be disclosed in the Investor Relations section of Colonial Federal Savings Bank’s website.

AUDIT COMMITTEE

The Audit Committee consists of Messrs. Baharian, Guarnieri, Keohane, Marini, O’Leary and Ms. Wilson. In addition to meeting the independence requirements of the NASDAQ Stock Market, each member of the Audit Committee meets the audit committee independence requirements of the Securities and Exchange Commission. The Board of Directors believes that Mr. Marini qualifies as an “audit committee financial expert” as such term is defined by the rules and regulations of the Securities and Exchange Commission.

 

 

Item 11. Executive Compensation.

Directors’ Compensation

The following table sets forth for the year ended June 30, 2022 certain information as to the total remuneration paid to directors other than Mr. McFarland, who receives no compensation for being a director.

 

 

 

Year Ended June 30, 2022

 

 

 

Fees earned or

 

 

All other

 

 

 

 

Name

 

paid in cash

 

 

compensation(1)

 

 

Total

 

Paul N. Baharian

 

$

29,200

 

 

$

1,401

 

 

$

30,601

 

Robert Guarnieri

 

 

29,200

 

 

 

6,027

 

 

 

35,227

 

Edward J. Keohane

 

 

29,200

 

 

 

2,873

 

 

 

32,073

 

Stephen D. Marini

 

 

29,200

 

 

 

1,663

 

 

 

30,863

 

James M. O'Leary Jr.

 

 

29,200

 

 

 

261

 

 

 

29,461

 

Tracy L. Wilson

 

 

29,200

 

 

 

25

 

 

 

29,225

 

 

(1) Represents imputed income on bank-owned life insurance and a cash reimbursement to offset taxes due to the imputed income.

 

Director Fees

Directors of Colonial Federal Savings Bank receive a fee of $2,000 per board meeting and $600 per Audit Committee meeting.

Split Dollar Life Insurance Agreements

Colonial Federal Savings Bank maintains Amended and Restated Colonial Federal Savings Bank Split Dollar Agreements, with each of the directors. Colonial Federal Savings Bank purchased life insurance policies on the life of each director in an amount sufficient to provide for the benefits under the plan. The director has the right to designate the beneficiary who will receive his or her share of the proceeds payable upon his or her death. The policies are owned by the Bank, which paid the premium due on the policies. In accordance with their agreements, upon the death of a covered director, the proceeds of the policy are divided between the executive’s beneficiary, who is entitled to the “director’s interest” and Colonial Federal Savings Bank, which is entitled to the remainder of the death benefit. The director interest is initially $50,000 and increases at the beginning of each plan year by $10,000 up to a maximum of $250,000; provided, however, that the director’s interest shall not increase after the director’s termination from service on the board of directors. The agreement may only be amended or terminated by written agreement signed by Colonial Federal Savings Bank and the director. In addition, the Bank will impute the economic benefit to the director on an annual basis and will pay the director annually the amount necessary to pay the federal and state taxes attributable to the imputed income.

Group Term Replacement Plan

As the former President and Chief Executive Officer of Colonial Federal Savings Bank, Mr. Guarnieri participates in the Group Term Replacement Plan (described below). Under the Group Term Replacement Plan, his interest in the death benefit equals the benefit set forth on his individual split dollar endorsement. Colonial Federal Savings Bank owns the bank-owned life insurance policies purchased to fund the death benefits and has the right to receive all death benefits under the policies after the satisfaction of the participant’s interest. Under the Group Term Replacement Plan, the death benefit for Mr. Guarnieri equals $688,500.

 

 

Executive Compensation

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by our President and Chief Executive Officer and our two other most highly compensated executive officers for the years ended June 30, 2022 and 2021. Each individual listed in the table below is referred to as a “Named Executive Officer.”

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Principal Position

 

Year

 

Salary

 

 

Bonus

 

 

All other compensation(1)

 

 

Total

 

Michael E. McFarland

 

2022

 

$

308,403

 

 

$

33,000

 

 

$

17,595

 

 

$

358,999

 

President and Chief Executive Officer

 

2021

 

 

281,195

 

 

 

30,000

 

 

 

38,302

 

 

 

349,497

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Susan J. Shea

 

2022

 

 

206,550

 

 

 

78,000

 

 

 

5,104

 

 

$

289,654

 

Treasurer and Chief Operating Officer

 

2021

 

 

202,512

 

 

 

26,250

 

 

 

6,498

 

 

 

235,260

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kemal A. Denizkurt

 

2022

 

 

172,987

 

 

 

32,000

 

 

 

3,330

 

 

$

208,317

 

Vice President of Financial Markets

 

2021

 

 

170,879

 

 

 

22,500

 

 

 

3,979

 

 

 

197,358

 

 

(1) The compensation represented by the amounts for 2022 set forth in the “All Other Compensation” column for the named executive officers is detailed in the following table:

 

 

 

401(k) Plan Matching Contributions

 

 

Automobile Allowance

 

 

Life Insurance Premiums

 

 

BOLI Income(1)

 

 

Total All Other Compensation

 

Michael E. McFarland

 

$

4,187

 

 

$

7,242

 

 

$

641

 

 

$

5,526

 

 

$

17,595

 

Susan J. Shea

 

 

3,952

 

 

 

-

 

 

 

92

 

 

 

1,060

 

 

 

5,104

 

Kemal A. Denizkurt

 

 

2,723

 

 

 

-

 

 

 

92

 

 

 

516

 

 

 

3,330

 

 

(1) Represents imputed income on bank-owned life insurance and a cash reimbursement to offset taxes due on the imputed income.

 

Agreements and Benefit Plans

Employment Agreements. Colonial Federal Savings Bank has entered into amended and restated employment agreements with Mr. McFarland and Ms. Shea. The employment agreements have terms of three years. As of each July 1, the board of directors may extend the terms of the agreements for one additional year, so that the remaining terms are three years, unless the executive gives notice to Colonial Federal Savings Bank of non-renewal. In connection with determining whether to renew the terms of the employment agreements, the disinterested members of the board of directors of Colonial Federal Savings Bank will conduct a comprehensive evaluation and review of each executive’s performance. Notwithstanding the foregoing, if CFSB Bancorp or Colonial Federal Savings Bank enters into an agreement to effect a transaction that would constitute a change in control, as defined under the employment agreements, the term of the agreements would automatically extend so that they would expire no less than two years following the effective date of the change in control.

The employment agreements specify the base salaries of Mr. McFarland and Ms. Shea, which currently are $312,010 and $235,000, respectively. The board of directors of Colonial Federal Savings Bank will review the executives’ salaries each year to determine whether any adjustment is necessary. In addition to base salary, the agreements provide that the executives will participate in any bonus plan or arrangement of Colonial Federal Savings Bank in which senior management is eligible to participate. The executives are also entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees and officers of Colonial Federal Savings Bank and to the reimbursement of reasonable business expenses incurred in the performance of his or her duties with Colonial Federal Savings Bank.

Colonial Federal Savings Bank may terminate the executives’ employment, or the executives may resign from their employment, at any time with or without “good reason.” Under the employment agreements, if Colonial Federal Savings Bank terminates the executive’s employment without “cause” or the executive voluntary resigns for “good reason” (i.e., a “qualifying termination event”), Colonial Federal Savings Bank will pay the executive a lump sum severance payment equal to the base salary he or she would have received during the remaining term of the employment agreement. In addition, the executive will continue to participate in benefit plans that provide medical, dental and life insurance for the remaining term of the employment agreement based on the same terms and conditions provided to senior officers. If Colonial Federal Savings Bank cannot provide those benefits, it will either provide the coverage under a comparable individual policy or make a cash equivalent payment to the executive.

A “good reason” condition under the employment agreements means a material reduction in the executive’s responsibilities or authority, an assignment of duties of a non-executive nature or duties for which the executive is not reasonably equipped by skills and experience, the failure to nominate the executive to the board of directors (in the case of Mr. McFarland), a reduction in salary or benefits, termination of incentive and benefit plans, programs or arrangements, or a reduction of the executive’s participation in those plans, programs or arrangements that is not applicable to other similarly situated participants, a relocation of the executive’s principal place of employment of more than 35 miles from its location at the effective date of the employment agreement, and a liquidation or dissolution of the Colonial Federal Savings Bank.

If a qualifying termination event occurs at or within two years following a change in control of CFSB Bancorp or Colonial Federal Savings Bank, the executive would be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to three times the average of the amount reported in Box 5 of the executive’s Form W-2 plus (1) the executive’s share of non-taxable premiums paid for medical and dental insurance and (2) deductions taken from the executive’s compensation to fund the executive’s flexible spending account, for the five calendar years preceding the year of the executive’s termination of employment or preceding the year in which the change in control occurs, whichever is higher. In addition, the executive will continue to participate in benefit plans that provide medical, dental and life insurance until the earlier of (1) the executive’s death, (2) the executive’s employment by another employer or (3) 36 months after the executive’s termination of employment. If Colonial Federal Savings Bank or its successor cannot provide those benefits, it will either provide the coverage under a comparable individual policy or make a cash equivalent payment to the executive.

Each employment agreement terminates upon the executive’s death, retirement or disability. Upon termination of employment (other than a termination in connection with a change in control), the executive will be required to adhere to one-year non-competition and non-solicitation restrictions set forth in his or her employment agreement.

Change in Control Agreement. Colonial Federal Savings Bank has entered into a change in control agreement with Mr. Denizkurt. As of each January 1, the board of directors may extend the term of the agreement for one additional year, so that the remaining term is again two years, unless the executive gives notice to Colonial Federal Savings Bank of non-renewal. Notwithstanding the foregoing, if CFSB Bancorp or Colonial Federal Savings Bank enters into an agreement to effect a transaction that would constitute a change in control, as defined under the change in control agreement, the term of the agreement would automatically extend so that it would expire no less than two years following the effective date of the change in control.

Upon termination of the executive’s employment by Colonial Federal Savings Bank or its successor without “cause” or by the executive with “good reason” on or within two years after the effective date of a change in control of Colonial Federal Savings Bank or CFSB Bancorp, the executive would be entitled to a severance payment equal to two times the average of the amount reported in Box 5 of the executive’s Form W-2 plus (1) the executive’s share of non-taxable premiums paid for medical and dental insurance and (2) deductions taken from the executive’s compensation to fund the executive’s flexible spending account, for the five calendar years preceding the year of the executive’s termination of employment or preceding the year in which the change in control occurs, whichever is higher. In addition, the executive will continue to participate in benefit plans that provide medical and life insurance for 24 months. If Colonial Federal Savings Bank or its successor cannot provide those benefits, it will either provide the coverage under a comparable individual policy or make a cash equivalent payment to the executive.

A “good reason” condition under the change in control agreement means a material reduction in base salary, a material reduction in authority, duties or responsibilities associated with the executive’s position with Colonial Federal Savings Bank, a relocation of the executive’s principal place of employment of more than 35 miles from its location as of the date of the agreement, an action by the bank that adversely effects the executive’s overall compensation and

benefits (unless the changes are made to substantially all employees) and the failure of a successor to assume Colonial Federal Savings Bank’s obligation under the change in control agreement.

Deferred Compensation Plan. Colonial Federal Savings Bank is a party to a Deferred Compensation Plan with each of the named executive officers (collectively, the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, the annual normal retirement benefit (i.e., the benefit paid if the executive separates from service after attaining age 65) equals $25,000. The annual benefit is paid in monthly installments over ten years unless the executive has previously elected to receive the benefit in an actuarial equivalent single lump sum.

If the executive separates from service before his or her normal retirement date, but after attaining age 62 and completing at least ten years of service with Colonial Federal Savings Bank, the executive will receive his or her vested retirement benefit. An executive is 0% vested in his or benefit prior to attaining age 62, 91% vested at age 62, 94% vested at age 63, 97% at age 64 and 100% vested at age 65. The executive becomes 100% vested in his or her retirement benefit under the Deferred Compensation Plan if he or she is involuntarily separated from service within 24 months following a change in control of CFSB Bancorp or Colonial Federal Savings Bank and is entitled to the change in control benefit regardless of his or her age and years of service.

If the executive dies while in active service, Colonial Federal Savings Bank will pay the executive’s beneficiary an annual death benefit of $50,000 for ten years, commencing on the first day of the month following the executive’s death. If the executive dies while receiving benefits under the Deferred Compensation Plan, his or her beneficiary will continue to receive the annual benefits in the same amount and at the same time the executive would have received the remaining benefits.

The Deferred Compensation Plan contains certain provisions that allow for elections by the covered individual with respect to the form of payment and regarding the change in form or timing of distributions, so long as those elections or changes are made in compliance with Section 409A of the Internal Revenue Code. In addition, the Deferred Compensation Plan contains a provision that limits the individual’s ability to compete with Colonial Federal Savings Bank for one year following his or her termination of employment; however, this provision does not apply to Mr. McFarland and Ms. Shea under the Deferred Compensation Plan since they have similar restrictions that would apply under their employment agreements.

Group Term Replacement Plan. Ms. Shea and Mr. Denizkurt each participate in the Colonial Federal Savings Bank Group Term Replacement Plan (the “Group Term Replacement Plan”). Under the Group Term Replacement Plan, the participant’s interest in the death benefit equals the benefit set forth on the participant’s individual split dollar endorsement. Colonial Federal Savings Bank owns the bank-owned life insurance policies purchased to fund the death benefits under the Group Term Replacement Plan and has the right to receive all death benefits under the policies after the satisfaction of the participant’s interest. Under the Group Term Replacement Plan, the death benefit for Ms. Shea and Mr. Denizkurt equals the lesser of (a) two times the participant’s base salary (determined as of the earliest of (1) death, (2) disability or (3) the normal retirement date, which occurs on the participant’s termination of employment after attaining age 65) or (b) $462,191 (in the case of Ms. Shea) and $587,784 (in the case of Mr. Denizkurt).

Retirement Death Benefit Only Plan. Colonial Federal Savings Bank and Mr. McFarland are parties to a Retirement Death Benefit Only Plan (the “DBO Plan”). Under the DBO Plan, if Mr. McFarland dies while employed by Colonial Federal Savings Bank or dies after terminating employment with the bank on or after attaining age 67 (other than as a result of a termination for cause), Colonial Federal Savings Bank will pay his beneficiary a death benefit equal to four times his base salary in effect on the earlier of (1) his date of termination of employment or (2) the date of his death. The death benefit is paid in a lump sum within 90 days following Mr. McFarland’s date of death and is offset by any benefit paid pursuant to a split-dollar life insurance agreement and/or a group-term replacement plan sponsored by Colonial Federal Savings Bank in which he participates.

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Stock Ownership

The following table provides information as of August 31, 2022 about the beneficial owners known to CFSB Bancorp that own more than 5% of our outstanding common stock and the shares of common stock beneficially owned by each nominee for director, by each director, by each named executive officer and by all directors and executive officers as a group. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, each of the named individuals has sole voting power and sole investment power with respect to the shares shown and none of the named individuals has pledged his or her shares.

 

 

 

Number of Shares Owned

 

 

Percent of Common Stock Outstanding(1)

15 Beach, MHC

 

 

3,586,903

 

 

55.0%

15 Beach Street

 

 

 

 

 

Quincy, MA 02170

 

 

 

 

 

 

 

 

 

 

 

Directors:

 

 

 

 

 

Paul N. Baharian

 

 

17,000

 

 

*

Robert Guarnieri

 

12,500(2)

 

 

*

Edward J. Keohane

 

15,000(3)

 

 

*

James M. O'Leary Jr.

 

15,000(4)

 

 

*

Stephen D. Marini

 

15,000(3)

 

 

*

Michael E. McFarland

 

15,882(3)

 

 

*

Tracy L. Wilson

 

5,200(5)

 

 

*

 

 

 

 

 

 

Named Executive Officers Who Are Not Directors:

 

 

 

 

 

Kemal A. Denizkurt

 

 

10,000

 

 

*

Susan Shea

 

15,000(6)

 

 

*

 

 

 

 

 

 

All directors and executive officers as a group (9 persons)

 

 

151,132

 

 

2.3%

 

 

 

 

 

 

 

 

 

 

 

 

* Less than 1%

 

 

 

 

 

(1) Based on 6,521,642 shares outstanding as of August 31, 2022.

 

 

 

 

 

(2) Includes 2,500 shares held by his spouse.

 

 

 

 

 

(3) Includes 5,000 shares held by his spouse's trust.

 

 

 

 

 

(4) Includes 5,000 shares held by his spouse.

 

 

 

 

 

(5) Includes 100 shares held by her spouse for benefit of a child.

 

 

 

 

 

(6) Includes 2,500 shares held by her spouse and her child.

 

 

 

 

 

 

EQUITY COMPENSATION PLAN INFORMATION

The Company does not currently maintain any equity compensation plans.

DIRECTOR INDEPENDENCE

The Board of Directors currently consists of seven members. Because 15 Beach, MHC owns a majority of our outstanding common stock, we are a “controlled company” within the meaning of The NASDAQ corporate governance guidelines. As a “controlled company,” we are exempt from certain requirements, including that a majority of our Board of Directors be independent under those standards, and that executive compensation and

director nominations be overseen by independent directors. However, at the present time, all of our directors are considered independent under the listing standards of the NASDAQ Stock Market, except for Michael E. McFarland, who serves as President and Chief Executive Officer of CFSB Bancorp and Colonial Federal Savings Bank. There were no transactions that the Board of Directors needed to review that are not required to be reported under “Transactions With Related Persons” that would bear in the determination of the independence of the directors.

TRANSACTIONS WITH RELATED PERSONS

The federal securities laws generally prohibit publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from such prohibition for loans made by federally insured financial institutions, such as Colonial Federal Savings Bank, to their executive officers and directors in compliance with federal banking regulations. Federal regulations permit executive officers and directors to receive the same terms that are widely available to other employees as long as the director or executive officer is not given preferential treatment compared to the other participating employees. At June 30, 2022, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to CFSB Bancorp or Colonial Federal Savings Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original repayment terms at June 30, 2022 and were made in compliance with federal banking regulations.

Neither CFSB Bancorp, Inc. nor Colonial Federal Savings Bank entered into any transactions in the fiscal year ended June 30, 2022 in which the amount involved exceeded $120,000 and in which any related persons had or will have a direct or indirect material interest.

Item 14. Principal Accounting Fees and Services.

AUDIT FEES

The following table sets forth the fees that Wolf & Company, P.C. billed to the Company and the Bank for the years ended June 30, 2022 and 2021, respectively.

 

 

2022

 

 

2021

 

Audit fees(1)

$

156,400

 

 

$

90,900

 

Audit-related fees(2)

 

-

 

 

 

227,025

 

Tax fees(3)

 

20,000

 

 

 

19,025

 

All other fees(4)

 

30,250

 

 

 

35,500

 

 

 

 

 

 

 

(1) Fees related to the audits of CFSB Bancorp, Inc's consolidated financial statements and review of the financial statements included in the Company's Quarterly Reports on Form 10-Q

 

 

 

 

 

(2) Fees related to the reorganization and offering

 

 

 

 

 

(3) Fees related to tax return preparation and tax-related compliance services

 

 

 

 

 

(4) Fees related to Information Technology assurance and BSA validation services

 

 

 

 

 

 

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In accordance with its charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. This approval process ensures that the firm does not provide any non-audit services to us prohibited by law or regulation.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

(1) Financial Statements:

Our consolidated financial statements are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.

(2) Financial Statement Schedules:

Schedules have been omitted since they are either not required or not applicable or the information is otherwise included herein

(3) Exhibits

The exhibits filed as part of this Annual Report on Form 10-K are listed below.

 

Exhibit
Number

Description

Form

File No.

Exhibit

Exhibit Filing Date

Furnished Herewith

 

 

 

 

 

 

 

3.1

Charter of CFSB Bancorp, Inc.

S-1

333-259406

3.1

September 9, 2021

 

3.2

Bylaws of CFSB Bancorp, Inc.

S-1

333-259406

3.2

October 26, 2021

 

4.0

Form of Common Stock Certificate of CFSB Bancorp, Inc.

S-1

333-259406

4

September 9, 2021

 

10.1

Amended and Restated Employment Agreement between Colonial Federal Savings Bank and Michael E. McFarland

S-1

333-259406

10.1

September 9, 2021

 

10.2

Amended and Restated Employment Agreement between Colonial Federal Savings Bank and Susan J. Shea

S-1

333-259406

10.2

September 9, 2021

 

10.3

Change in Control Agreement between Colonial Federal Savings Bank and Kemal A. Denizkurt

S-1

333-259406

10.3

September 9, 2021

 

10.4

Amended and Restated Deferred Compensation Plan between Colonial Federal Savings Bank and Michael E. McFarland

S-1

333-259406

10.4

September 9, 2021

 

10.5

Amended and Restated Deferred Compensation Plan between Colonial Federal Savings Bank and Susan J. Shea

S-1

333-259406

10.5

September 9, 2021

 

10.6

Amended and Restated Deferred Compensation Plan between Colonial Federal Savings Bank and Kemal A. Denizkurt

S-1

333-259406

10.5

September 9, 2021

 

10.7

Form of Amended and Restated Colonial Federal Savings Bank Group Term Replacement Plan

S-1

333-259406

10.7

September 9, 2021

 

10.8

Retirement Death Benefit Only Plan between Colonial Federal Savings Bank and Michael E. McFarland

S-1

333-259406

10.8

September 9, 2021

 

10.9

Amended and Restated Split Dollar Agreement between Colonial Federal Savings Bank and Michael E. McFarland

S-1

333-259406

10.9

September 9, 2021

 

10.10

Amended and Restated Split Dollar Agreement between Colonial Federal Savings Bank and Paul Baharian

S-1

333-259406

10.1

September 9, 2021

 

10.11

Amended and Restated Split Dollar Agreement between Colonial Federal Savings Bank and Edward Keohane

S-1

333-259406

10.11

September 9, 2021

 

10.12

Amended and Restated Split Dollar Agreement between Colonial Federal Savings Bank and Stephen Marini

S-1

333-259406

10.12

September 9, 2021

 

 

10.13

Amended and Restated Split Dollar Agreement between Colonial Federal Savings Bank and James M. O’Leary, Jr.

S-1

333-259406

10.13

September 9, 2021

 

21.1

Subsidiaries of CFSB Bancorp, Inc.

 

 

 

 

X

23.1

Consent of Wolf & Company, P.C.

 

 

 

 

X

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

X

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

X

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

X

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

X

101.INS

Inline XBRL Instance Document

 

 

 

 

X

101.SCH

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

X

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

X

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

X

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

X

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

X

104

Cover Page Interactive Data File (embedded within the Inline XBRL)

 

 

 

 

X

 

16. Form 10-K Summary.

None.

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.

 

 


CFSB BANCORP, INC.

 

 

 

 

 

 

 

 

Date: September 22, 2022

 

By:

/s/ Michael E. McFarland

 

 

 

Michael E. McFarland

 

 

 

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Signature

Title

 

Date

 

 

 

 

 

/s/ Michael E McFarland

President, Chief Executive Officer and Director

 

September 22, 2022

Michael E McFarland

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Susan Shea

 

Treasurer and Chief Operating Officer

 

September 22, 2022

Susan Shea

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ James M. O'Leary, Jr.

 

Chairman of the Board

 

September 22, 2022

James M. O'Leary, Jr.

 

 

 

 

 

 

 

 

 

/s/ Paul N. Baharian

 

Director

 

September 22, 2022

Paul N. Baharian

 

 

 

 

 

 

 

 

 

/s/ Robert Guarnieri

 

Director

 

September 22, 2022

Robert Guarnieri

 

 

 

 

 

 

 

 

 

/s/ Edward J. Keohane

 

Director

 

September 22, 2022

Edward J. Keohane

 

 

 

 

 

 

 

 

 

/s/ Stephen D. Marini

 

Director

 

September 22, 2022

Stephen D. Marini

 

 

 

 

 

 

 

 

 

/s/ Tracy L. Wilson

 

Director

 

September 22, 2022

Tracy L. Wilson