Letter to Shareholders
Dear Fellow Shareholder of Kearny Financial Corp.,
• Tangible equity to tangible assets declined
Fiscal 2019 was another exciting year for the company on
many different fronts as our journey continued to focus on
the maturation and transformation of our culture and
business model. One very important part of this journey was
the successful integration of Clifton Savings Bank in October
of this fiscal year to the Bank’s core data processing platform,
as well as other client facing technologies marking our sixth
and largest integration to date. In furtherance of this theme,
our focus turned to the Bank’s retail branch network and the
launch of our new relationship-building and client experience
model. This model
includes internally-developed training
modules that provide our retail team with the support and
tools needed to deepen existing client relationships as well as
grow our client base. To support this transition, the Bank
expanded its consumer and business product suites to
include new offerings such as Positive Pay, CreditSense,
SecureAlerts, Virtual Vault, Kearny Bank Rewards, Kearny
Insured Liquidity Sweep, and the launch of a new business
intelligence platform designed to assist us to better
understand client data trends. While many of these
initiatives were launched towards the latter half of fiscal 2019,
we experienced some positive results as our core deposit mix
improved during the June quarter. Turning to our lending
operation, despite a challenging operating environment
characterized by intense competition for high quality loans
from banks, agencies, and other non-traditional
lenders,
elevated levels of prepayment activity, as well as a stubbornly
flat yield curve, the Kearny lending teams successfully
originated over $610 million in loans during fiscal 2019 which
was the third highest origination volume in company history.
Finally, while our loan mix did not change as much as we
expected in fiscal 2019, we are confident that a greater
diversification will occur in this next fiscal year.
From a financial perspective, the Company achieved record
earnings in fiscal 2019 of $42.1 million, or $0.46 per share, an
increase of $22.5 million or 115% compared to net income of
$19.6 million, or $0.24 per share for fiscal 2018. Below you
will find some additional milestones that we achieved along
with other important financial performance metrics.
• Return on average assets increased to .63%
from .37% in fiscal 2018.
• Return on average tangible equity increased to
4.30% from 2.08% in fiscal 2018.
• Non-interest expense to average assets declined to
1.64% from 1.86% in fiscal 2018.
• Non-performing assets increased to .31%
from .27% in fiscal 2018.
• Completed third share repurchase plan of
10,238,557 shares, or 10% of the Company’s
outstanding shares.
• Announced fourth share repurchase plan of
9,218,324 shares, or 10% of the Company’s
outstanding shares. As of June 30, 2019, the
Company repurchased 2,393,626 shares, or
of this plan.
26%
• Dividends per common share increased by $.12,
or 48% in fiscal 2019.
to 14.19% from 16.53% in fiscal 2018.
• During fiscal 2019, returned over $175 million in
capital to shareholders through dividends and
share repurchases.
As we look to the future, our management team remains
focused on a variety of important strategic opportunities for
this coming fiscal year and beyond. As noted in previous
shareholder letters, we recognize the importance of investing
in the buildout of the Bank’s digital channels and we plan to
accelerate this transformational process in this fiscal year.
The journey along this road will take a number of years as it
touches every business line and operating department
throughout the bank. The goal of this strategy is to ensure
that both retail and business clients can transact business
seamlessly through an omni-channel experience much like
our larger competitors while still receiving that personal
touch they have always enjoyed from us. The launch of our
new corporate website and online account opening platform
this fall will mark the beginning of this acceleration. Some
other areas of focus related to this journey include the
implementation of a new loan origination system for our
commercial lending team and further work with our current
residential loan origination system to drive pull-through rates
and turnaround times for our mortgage banking and
residential portfolio lending teams.
In the area of BSA/AML,
the implementation of a new cloud-based fraud detection
BSA/AML compliance management platform utilizing the
latest advances in artificial
intelligence technology is
scheduled for completion by mid fiscal 2020. Additionally,
this journey includes partnering and investing in select
Fintech companies that provide innovative technologies in
the areas of new products, services, as well as workflow
solutions not currently being provided by our current core
technology stack. We believe that these investments are
critical to further growth and diversification of our business
model ultimately resulting in improved productivity,
efficiency, and better profitability.
For over 135 years, Kearny Bank has grown and prospered
from the original four convenient offices to the forty-eight
that now service communities throughout New York and New
Jersey.
It is from this rich history that we continue to believe
that the future remains bright and that our journey has many
more miles to go. I would like to take this opportunity to
personally thank my fellow directors for their unwavering
support and advice. On behalf of the Board, I wish to thank
all of the employees and senior management team for their
vision, dedication, and passion for helping our clients achieve
their financial goals “For Today and For Tomorrow”. Lastly, I
would like to thank you, our shareholders, for your continued
support. Please know that we deeply appreciate and value
your longstanding commitment to the company.
Sincerely,
Craig L. Montanaro
President & CEO
Kearny Financial Corp.
Kearny Bank
Craig L. Montanaro
Raymond E. Chandonnet
Matthew T. McClane
Charles J. Pivirotto
Board of Directors
President/
Chief Executive Officer
John J. Mazur, Jr.
Chairman
Theodore J. Aanensen
Director
Director
John N. Hopkins
Director
Director
Director
Kearny Bank Officers
Catherine A. Lawton
Leopold W. Montanaro
Dr. Joseph P. Mazza
Christopher Petermann
John F. McGovern
Director
Director
Director
Director
Director
John F. Regan
Director
Craig L. Montanaro*
President/
Jeffrey Apostolou
Sr. Vice President/
Frank Milley
Sr. Vice President/Chief
Johanna Maggiore
1st Vice President/
Chief Executive Officer
Director of Residential Lending
Investment Officer/Treasurer
Loan Originations
Eric B. Heyer*
Sr. Executive Vice President/
Chief Operating Officer
Gail Corrigan*
Sr. Vice President/
Corporate Secretary
Mary E. Webb
Sr. Vice President/
Suzanne Marcialis
1st Vice President/
Director of Banking Services
Controller
Keith Suchodolski*
Executive Vice President/
Chief Financial Officer
Anthony V. Bilotta, Jr.
Executive Vice President/
Chief Banking Officer
Thomas D. DeMedici*
Executive Vice President/
Chief Credit Officer
John V. Dunne*
Executive Vice President/
Chief Risk Officer
Patrick M. Joyce*
Executive Vice President/
Chief Lending Officer
Erika K. Parisi*
Executive Vice President/
Chief Administrative Officer
Timothy Swansson*
Executive Vice President/Chief
Technology and Innovation
Officer
Linda D. Hanlon
Sr. Vice President/Retail
Administrative Leader
James J. Kreig
Sr. Vice President/
General Counsel
Cheryl L. Lyons
Sr. Vice President/
Loan
Operations/Assistant
Secretary
Nancy L. Malinconico
Sr. Vice President/
Kimberly T. Manfredo
Sr. Vice President/Director
of HR/Assistant Secretary
Thomas D. McGurk
Sr. Vice President/Director
of Financial Reporting
Robert L. Melchionne
Sr. Vice President/Director
of C&I Lending
Shareholder Information
Jack D. Anastasi
Heather Moskal
1st Vice President/Gov’t.
1st Vice President/Retail
Banking and Small Business
Sales and Development Leader
Banking Leader
Andrew Antanaitis
1st Vice President/
Special Assets Manager
Lynn Carnevale
1st Vice President/
Assistant Secretary
Grace Cruz-Beyer
1st Vice President/
Lisa Pontrelli
1st Vice President/
Assistant Secretary
Veronica Ross
1st Vice President/
Treasury Management Leader
Janine M. Specht
1st Vice President/
Business Application and
Innovation Officer
Carmine J. DiSomma
1st Vice President/Director
Jennifer Treshock
1st Vice President/
of Internal Auditing
Operations
Jennifer Hawley
1st Vice President/Assistant
Retail Admin. Officer
Eric L. Kesselman
1st Vice President/
Director of Marketing
*Kearny Financial
Corp. Officer
Chief Compliance and CRA Officer
Portfolio Risk Manager
Annual Meeting
Auditor
The annual meeting is scheduled for Thursday, October 24, 2019
Crowe LLP
at 10:00 a.m., at the DoubleTree by Hilton - Fairfield Hotel &
Suites, located at 690 Route 46 East, Fairfield, NJ 07004.
354 Eisenhower Parkway, Suite 2050
Livingston, NJ 07039
Stock Listing
The common stock is traded over-the-counter on the NASDAQ
Global Select Market under the ticker symbol KRNY. Stock
quotations can be found in the Wall Street Journal and local daily
newspapers. As of August 26, 2019, the closing price of the KRNY
common stock was $12.61.
Shareholder Inquiries:
Capital Market Inquiries:
Taryn Rockwell
(973) 244-4503
Keith Suchodolski
(973) 244-4034
Investor Relations Associate
Executive Vice President/CFO
trockwell@kearnybank.com
ksuchodolski@kearnybank.com
Legal Counsel
Luse Gorman, PC
Transfer Agent
Computershare
P.O. Box 505000
Louisville, KY 40233
1-877-373-6374
Number of Shares Outstanding
As of August 26, 2019 Kearny Financial Corp.
had 87,607,104 shares of common stock
outstanding, owned by 4,384 registered
holders plus approximately 7,872 beneficial
(street name) owners.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2019
or
(cid:4) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-37399
KEARNY FINANCIAL CORP.
(Exact name of Registrant as specified in its Charter)
Maryland
(State or Other Jurisdiction of
Incorporation or Organization)
120 Passaic Avenue, Fairfield, New Jersey
(Address of Principal Executive Offices)
30-0870244
(I.R.S. Employer
Identification No.)
07004
(Zip Code)
Registrant’s telephone number, including area code: (973) 244-4500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
Trading Symbol(s)
KRNY
Name of each exchange on which registered
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ⌧ YES (cid:4) NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. (cid:4) YES ⌧ NO
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. ⌧ YES (cid:4) NO
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). ⌧ YES (cid:4) NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
⌧
(cid:4)
Emerging growth company
(cid:4)
Accelerated filer
Smaller reporting company
(cid:4)
(cid:4)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:4)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). (cid:4) YES ⌧ NO
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on December 31, 2018 (the last
business day of the Registrant’s most recently completed second fiscal quarter) was $1.09 billion. Solely for purposes of this calculation, shares held
by directors, executive officers and greater than 10% stockholders are treated as shares held by affiliates.
As of August 20, 2019 there were outstanding 87,767,104 shares of the Registrant’s Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
1.
Portions of the definitive Proxy Statement for the Registrant’s 2019 Annual Meeting of Stockholders. (Part III)
[This page intentionally left blank.]
KEARNY FINANCIAL CORP.
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended June 30, 2019
INDEX
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART IV
Item 15.
Item 16.
Exhibits, Financial Statement Schedules
Form 10-K Summary
SIGNATURES
Page
2
33
40
40
40
40
41
43
45
59
62
63
63
63
64
64
64
65
65
66
68
i
Item 1. Business
Forward-Looking Statements
PART I
This Annual Report on Form 10-K contains forward-looking statements, which can be identified by the use of words such as
“estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking
statements include, but are not limited to:
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statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.
These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these
forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.
We are under no duty to and do not take any obligation to update any forward-looking statements after the date of the Annual Report on
Form 10-K.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements:
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general economic conditions, either nationally or in our market areas, that are worse than expected;
changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the
allowance for loan losses;
our ability to access cost-effective funding;
fluctuations in real estate values and both residential and commercial real estate market conditions;
demand for loans and deposits in our market area;
our ability to implement changes in our business strategies;
competition among depository and other financial institutions;
inflation and changes in the interest rate environment that reduce our margins and yields, or reduce the fair value of
financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and
prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets;
adverse changes in the securities markets;
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees
and capital requirements;
changes in monetary or fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal
Reserve Board;
our ability to manage market risk, credit risk and operational risk in the current economic conditions;
our ability to enter new markets successfully and capitalize on growth opportunities;
our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we have
acquired or may acquire into our operations and our ability to realize related revenue synergies and cost savings within
expected time frames and any goodwill charges related thereto;
changes in consumer demand, borrowing and savings habits;
changes in accounting policies and practices, as may be adopted by bank regulatory agencies, the Financial Accounting
Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;
our ability to retain key employees;
technological changes;
2
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significant increases in our loan losses;
cyber-attacks, computer viruses and other technological risks that may breach the security of our websites or other
systems to obtain unauthorized access to confidential information and destroy data or disable our systems;
technological changes that may be more difficult or expensive than expected;
the ability of third-party providers to perform their obligations to us;
the ability of the U.S. Government to manage federal debt limits;
changes in the financial condition, results of operations or future prospects of issuers of securities that we own; and
other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing products
and services described elsewhere in this Annual Report on Form 10-K.
Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these
forward-looking statements.
General
Kearny Financial Corp. (the “Company,” or “Kearny Financial”), is a Maryland corporation that is the holding company for
Kearny Bank (the “Bank” or “Kearny Bank”), a nonmember New Jersey stock savings bank. The Bank converted its charter to that of
a New Jersey savings bank on June 29, 2017 having previously been a federally chartered stock savings bank.
On May 18, 2015, the Company completed its second-step conversion and stock offering through which it converted from the
mutual holding company structure to a fully public company. In conjunction with that transaction, the Company sold 71,750,000
shares of its common stock at $10.00 per share, resulting in gross proceeds of $717.5 million. The new shares issued included
3,612,500 shares sold to the Bank’s Employee Stock Ownership Plan (“ESOP”). Concurrent with the closing of the transaction, the
Company also issued an additional 500,000 shares of its common stock with an aggregate value of $5.0 million and contributed these
shares with an additional $5.0 million in cash to the KearnyBank Foundation. After adjusting for transaction costs and the value of the
shares issued to the Bank’s ESOP, the Company recognized a net increase in equity capital of $670.7 million. Each outstanding share
held by the public stockholders of Kearny Financial Corp., a federal corporation, was converted into 1.3804 shares of the Company’s new
common stock while the shares previously held by Kearny MHC, the former mutual holding company, were cancelled.
The Company is a unitary savings and loan holding company, regulated by the Board of Governors of the Federal Reserve Bank
(“FRB”) and conducts no significant business or operations of its own. The Bank’s deposits are federally insured by the Deposit
Insurance Fund as administered by the Federal Deposit Insurance Corporation (“FDIC”) and the Bank is primarily regulated by the
New Jersey Department of Banking and Insurance (“NJDBI”) and, as a nonmember bank, the FDIC. References in this Annual
Report on Form 10-K to the Company or Kearny Financial generally refer to the Company and the Bank, unless the context indicates
otherwise. References to “we”, “us”, or “our” refer to the Bank or Company, or both, as the context indicates.
The Company’s primary business is the ownership and operation of the Bank. The Bank is principally engaged in the business
of attracting deposits from the general public in New Jersey and New York and using these deposits, together with other funds, to
originate or purchase loans for its portfolio and invest in securities. Our loan portfolio is primarily comprised of loans collateralized
by commercial and residential real estate augmented by secured and unsecured loans to businesses and consumers. We also maintain
a portfolio of investment securities, primarily comprised of U.S. agency mortgage-backed securities, U.S. government and agency
debentures, bank-qualified municipal obligations, corporate bonds, asset-backed securities, collateralized loan obligations and
subordinated debt.
We operate from our administrative headquarters in Fairfield, New Jersey and, as of June 30, 2019, had 54 branch offices. In
April 2019, we announced the consolidation of seven of our branch offices located in northern and central New Jersey. One such
consolidation was completed in June 2019 while the remaining six were completed in July 2019, thereby reducing the number of
branch offices to 48. The Company maintains a website at www.kearnybank.com. We make available through that website, free of
charge, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to
those reports and proxy materials as soon as is reasonably practicable after the Company electronically files those materials with, or
furnishes them to, the Securities and Exchange Commission. You may access these materials by following the links under “Investor
Relations” under the “Company Info” tab at the Company’s website. Information on the Company’s website is not and should not be
considered a part of this Annual Report on Form 10-K.
3
Acquisition of Clifton
On April 2, 2018, the Company completed its acquisition of Clifton Bancorp Inc. (“Clifton”), the parent company of Clifton
Savings Bank, a federally chartered stock savings bank. In conjunction with the acquisition, the Company acquired assets with
aggregate fair values totaling $1.61 billion including loans and securities with fair values of $1.12 billion and $326.9 million,
respectively. The Company assumed liabilities with aggregate fair values totaling $1.38 billion in conjunction with the Clifton
acquisition including deposits and borrowings with fair values of $949.8 million and $414.1 million, respectively.
Merger consideration associated with the acquisition totaled $333.9 million and primarily comprised 25.4 million shares of the
Company’s common stock valued at $330.7 million that were issued to Clifton stockholders to reflect an exchange of 1.191 of
Company shares for each outstanding share of Clifton common stock at the time of closing. Merger consideration also included $3.2
million in cash distributed to eligible holders of outstanding options to purchase Clifton stock as well as cash distributed to Clifton
stockholders for the settlement of fractional shares. The amount by which merger consideration exceeded the fair value of net assets
acquired resulted in the Company’s recognition of $102.3 million in goodwill associated with the Clifton acquisition.
Business Strategy
As we continue our evolution from a traditional thrift business model toward that of a full service community bank our strategy
remains focused on profitably deploying capital and enhancing earnings through a variety of balance sheet growth and diversification
strategies. The key strategic initiatives of our business plan are presented below accompanied by an overview of our actions in
support of those initiatives:
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Increase Commercial and Residential Mortgage Lending
We plan to continue to increase our portfolio of commercial and residential mortgage loans by continuing to acquire loans
through all available channels, including retail and broker originations, which may be supplemented with individual and
pooled loan purchases and participations. Additionally, we intend to continue to expand our commercial and residential
mortgage lending infrastructure and resources, which will be supported by new product and pricing strategies designed to
increase origination volume in a very competitive marketplace.
Increase Commercial Business Lending
We plan to continue to focus our efforts on expanding our commercial business lending activities through all available
channels. During fiscal 2019 we continued the realignment and expansion of our commercial business lending
infrastructure. As a result of these enhancements, we anticipate that the outstanding balance of this loan segment will
increase in fiscal 2020 and thereafter. Our business lending strategies will continue to be undertaken within a larger set of
strategic initiatives designed to promote business banking services intended to increase commercial deposit balances and
services and the associated increase in the level of non-interest income recognized in conjunction with those business
customer relationships.
Increase Construction Lending
We plan to continue to grow our portfolio of construction loans and expand our construction lending resources in
alignment with this goal. During fiscal 2019 we expanded our construction lending infrastructure and as a result we
anticipate the outstanding balance of this loan segment will increase in fiscal 2020 and thereafter.
Expand Residential Mortgage Banking Activities
We plan to continue to expand our mortgage banking infrastructure to support the continuing origination of residential
mortgage loans for sale into the secondary market. We anticipate that residential mortgage loan origination and sale
activity will continue to support long-term growth in our non-interest income through the recognition of loan sale gains,
while also serving to help manage the Company’s exposure to interest rate risk through the sale of longer-duration, fixed-
rate loans into the secondary market.
Maintain Strong Asset Quality
We continue to emphasize and maintain strong asset quality as we grow and diversify our loan portfolio. Nonperforming
assets increased by $2.7 million to $20.3 million, or 0.31% of total assets, at June 30, 2019 compared to $17.6 million, or
0.27% of total assets, at June 30, 2018 and $20.5 million, or 0.43% of total assets, at June 30, 2017.
Increase and Diversify Retail Deposits
We plan to continue to focus on growing and diversifying our retail deposit base with an emphasis on growth in core non-
maturity deposits. During fiscal 2019 we expanded and realigned our retail banking organizational structure, resources
and product set in support of this goal. As a result of these enhancements we anticipate that the balance of retail non-
maturity deposits will increase in fiscal 2020 and thereafter. As noted above, our business lending strategies are designed
to support the growth in business banking relationships.
4
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Optimize Branch Network
At June 30, 2019, we had a total of 54 branches comprising 51 branches located in northern and central New Jersey with
three additional branches located in Brooklyn and Staten Island, New York. We plan to selectively evaluate branch
network expansion opportunities, with a particular focus on contiguous markets. Furthermore, we expect to continue
placing strategic emphasis on leveraging the opportunities to increase market share and expand the depth and breadth of
customer relationships within our existing branches.
As noted above, in July 2019 we completed our previously announced branch consolidations as part of our ongoing strategy to
improve operating efficiency. We plan to continue to evaluate the performance of our branch network, taking into consideration
historical branch profitability, market demographic trajectory, geographic proximity to the consolidating branch and the expected
impact on the Bank’s clients and communities served.
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Reduce Investment Securities as a Percentage of Assets while Maintaining Portfolio Diversity
In recent years, we have diversified the composition and allocation of our investment portfolio into new asset sectors.
Several of the added sectors include floating rate securities that reduce the level of interest rate risk embedded in our
balance sheet. Simultaneously, we have decreased the investment portfolio as a percentage of total assets and intend to
continue to reduce the portfolio as a percentage of assets.
Seek Out Merger and Acquisition Opportunities
As a complement to our organic growth strategies, we continue to actively seek out opportunities to prudently deploy
capital, diversify our balance sheet, enter new markets and enhance earnings through mergers and acquisitions with other
financial institutions. We are an experienced and disciplined acquirer, having acquired a total of six banks in the last 19
years. We expect to place the greatest emphasis on opportunities to expand within the existing markets we serve or to
enter new markets that are generally contiguous to such markets.
In addition to potential acquisitions of financial institutions or their branches, we may explore additional opportunities for
acquisitions or strategic partnerships to broaden our product and service offerings in the future.
Improve Operating Efficiency
The Company’s operating efficiency was enhanced as a result of the Clifton acquisition through which the Company’s
primary sources of revenue, including net interest income and non-interest income, were increased proportionately greater
than the increase in non-interest expenses arising from the acquisition. Exclusive of potential future acquisitions we plan
to continue to improve operating efficiency through organic means, such as the increased use of technology and the
continual evaluation of branch consolidation opportunities.
Execute Technology Transformation
In recognition of the ongoing evolution of our business towards online channels we have invested significant human
resources and capital towards enhancing both our internal and customer-facing technology systems. We anticipate that
our technology transformation will impact nearly every area of the Company including residential and commercial
lending functions, retail deposit gathering, risk management and back office operations.
Market Area. At June 30, 2019, our primary market area consisted of the counties in which we currently operate branches,
including Bergen, Essex, Hudson, Middlesex, Monmouth, Morris, Ocean, Passaic and Union counties in New Jersey and Kings
(Brooklyn) and Richmond (Staten Island) counties in New York. Our lending is concentrated in these markets and our predominant
sources of deposits are the communities in which our offices are located as well as the neighboring communities.
Our primary market area is largely urban and suburban with a broad economic base as is typical within the New York
metropolitan area. A downturn in the local economy could reduce the amount of funds available for deposit and the ability of
borrowers to repay their loans which would adversely affect our profitability.
Competition. We operate in a highly competitive market area with a large concentration of financial institutions and we face
substantial competition in attracting deposits and in originating loans. A number of our competitors are significantly larger institutions
with greater financial and technological resources and lending limits. Our ability to compete successfully is a significant factor
affecting our growth potential and profitability.
5
Historically our competition for deposits and loans has come from other insured depository institutions such as commercial
banks, savings institutions and credit unions located in our primary market area. We also face competition from out-of-market
depository institutions operating via online channels and from non-depository institutions including mortgage banks, finance
companies, insurance companies and brokerage firms.
Lending Activities
General. In conjunction with our strategic efforts to evolve from a traditional thrift to a full-service community bank, our
lending strategies have placed increasing emphasis on the origination of commercial loans compared to one- to four-family mortgage
portfolio lending. The year-to-year trends in the composition and allocation of our loan portfolio, as reported in the table below,
generally highlight those changes in business strategy. In particular, the outstanding balance of our commercial mortgages, including
loans secured by multi-family, mixed-use and nonresidential properties, have increased significantly over the past several years. By
comparison, the outstanding balance of our residential mortgage loans, including one- to four-family and home equity loans, remained
fairly stable throughout the three years ended June 30, 2017 while increasing during the prior fiscal year ended June 30, 2018 due
primarily to the Clifton acquisition. Additionally, during the year ended June 30, 2019, the outstanding balance of one- to four-family
loans has increased as a result of our continued one- to four-family mortgage origination activities coupled with an increase in the
volume of purchased residential loans.
Our commercial loan offerings also include secured business loans, many of which are secured by real estate, and unsecured
business loans. Commercial loan offerings include programs offered through the SBA in which Kearny Bank participates as a
Preferred Lender. Our consumer loan offerings primarily include home equity loans and home equity lines of credit as well as account
loans, overdraft lines of credit, vehicle loans and personal loans. We also offer construction loans to builders/developers as well as
individual homeowners. We have also purchased out-of-state one- to four-family first mortgage loans to supplement our in-house
originations. For more information, please see “Lending Activities (Loan Originations, Purchases, Sales, Solicitation and
Processing).”
6
Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio in dollar amounts and as a
percentage of the total portfolio at the dates indicated.
At June 30,
2017
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
2016
2018
2015
2019
(Dollars In Thousands)
Real estate mortgage:
One- to four-family
Multi-family
Nonresidential
Commercial business
Consumer:
Home equity loans
Passbook or certificate
Other
Construction
Total loans
Less:
Allowance for loan losses
Unamortized yield adjustments
including net premiums on
purchased loans and net
deferred loan costs and fees
Total adjustments
$1,344,044 28.41 % $1,297,453 28.40 % $ 567,323 17.50 % $ 605,203 22.66 % $ 592,321 28.17 %
1,412,575 43.57
1,946,391 41.14
1,085,064 33.46
1,258,869 26.61
74,471 2.30
65,763 1.39
1,040,293 38.94
820,673 30.72
88,207 3.30
1,758,584 38.50
1,302,961 28.52
85,825 1.88
728,379 34.65
580,724 27.62
99,451 4.73
96,165 2.03
3,732 0.09
2,082 0.04
13,907 0.29
90,761 1.99
3,283 0.07
5,777 0.13
23,271 0.51
82,822 2.55
2,863 0.09
13,520 0.41
3,815 0.12
89,566 3.35
3,349 0.13
22,052 0.82
2,038 0.08
91,671 4.36
3,999 0.19
292 0.01
5,711 0.27
4,730,953 100.00 % 4,567,915 100.00 % 3,242,453 100.00 % 2,671,381 100.00 % 2,102,548 100.00 %
33,274
30,865
29,286
24,229
15,606
52,025
85,299
66,567
97,432
(2,808)
26,478
(2,606)
21,623
(316)
15,290
Total loans, net
$4,645,654
$4,470,483
$3,215,975
$2,649,758
$2,087,258
Loan Maturity Schedule. The following table sets forth the maturities of our loan portfolio at June 30, 2019. Demand loans,
loans having no stated maturity and overdrafts are shown as due in one year or less. Loans are stated in the following table at
contractual maturity and actual maturities could differ due to prepayments.
Real
estate
mortgage:
One- to
four-
family
Real
estate
mortgage:
Multi-
Family
Real estate
mortgage:
Non-
Residential
Commercial
Business
Home
Equity
Loans
(In Thousands)
Passbook
or
certificate Other Construction Total
Amounts due:
Within one year
After one year:
1 to 3 years
3 to 5 years
5 to 10 years
10 to 15 years
Over 15 years
Total due after one year
$
423 $
53,352 $
8,757 $
12,291 $ 1,307 $
1,504 $
105 $
13,567 $
91,306
6,043
20,969
74,492
95,026
175,079
174,538
727,092
138,404 1,372,219
113,490
85,605
127,507
1,050,698
159,959
165,651
1,343,621 1,893,039 1,250,112
17,133 2,960
15,622 5,375
14,120 27,000
2,199 33,233
4,398 26,290
53,472 94,858
129 1,886
1
130
-
29
-
19
1,921
90
2,228 1,977
340
198,009
391,714
-
- 2,278,864
-
362,053
- 1,409,007
340 4,639,647
Total amount due
$1,344,044 $1,946,391 $ 1,258,869 $
65,763 $96,165 $
3,732 $ 2,082 $
13,907 $4,730,953
7
The following table shows the dollar amount of loans as of June 30, 2019 due after June 30, 2020 according to rate type and
loan category:
Real estate mortgage:
One- to four-family
Multi-family
Nonresidential
Commercial business
Consumer:
Home equity loans
Passbook or certificate
Other
Construction
Total loans
Fixed Rates
Floating or
Adjustable Rates
(In Thousands)
Total
$
986,897 $
425,587
440,946
24,230
356,724 $
1,467,452
809,166
29,242
75,643
159
1,919
-
19,215
2,069
58
340
1,343,621
1,893,039
1,250,112
53,472
94,858
2,228
1,977
340
$
1,955,381 $
2,684,266 $
4,639,647
Multi-Family and Nonresidential Real Estate Mortgage Loans. We originate commercial mortgage loans on multi-family and
nonresidential properties, including loans on apartment buildings, retail/service properties and land as well as other income-producing
properties, such as mixed-use properties combining residential and commercial space. Our continued strategic emphasis in
commercial lending resulted in the origination of approximately $437.3 million of multi-family and nonresidential real estate
mortgages during the year ended June 30, 2019, compared to $458.8 million during the year ended June 30, 2018.
Our commercial mortgage acquisition strategies also included purchases of whole loans and participations totaling $68.6 million
during the year ended June 30, 2019. However, there were no such purchases during fiscal 2018.
In total, commercial mortgage loan acquisition volume outpaced loan repayments during fiscal 2019, resulting in the reported
net increase in the outstanding balance of this segment of the loan portfolio. Our business plan continues to call for maintaining our
strategic emphasis on commercial mortgage lending by increasing this segment of the portfolio on a dollar basis while maintaining its
basis as a percentage of total loans.
We generally require no less than a 25% down payment or equity position for mortgage loans on multi-family and
nonresidential properties. For such loans, we generally require personal guarantees. However, the Bank may consider multi-family
and nonresidential real estate mortgages for approval on a non-personally guaranteed (non-recourse) basis when the overall strengths
of a proposed loan asset sufficiently mitigates the risk of exculpating the principal owners from their personal guarantee. In such
cases, the Bank generally requires borrowers to execute an indemnification agreement which personally obligates those individuals in
the circumstances of fraud, negligence, environmental issues, improper conveyance, condemnation, bankruptcy or other additional
provisions deemed appropriate by the Bank.
We generally offer fixed-rate and adjustable-rate balloon mortgage loans on multi-family and non-residential properties with
final stated maturities ranging from five to twelve years and initial interest rate reset terms ranging from five to seven years, where
applicable. Our balloon mortgage loans within this category generally have payments based on amortization terms from 25 to 30
years. We also offer fully amortizing fixed-rate and adjustable-rate mortgage loans on multi-family and non-residential properties
with terms up to 25 years. Our commercial mortgage loans are primarily secured by properties located in New Jersey and New York
and, to a lesser extent, eastern Pennsylvania.
Commercial Business Loans. We originate commercial term loans and lines of credit to a variety of professionals, sole
proprietorships and small businesses in our market area. Our business loan products include our Small Business Express Loan, which
offers customers a simplified and expedited application and approval process for term loans and lines of credit up to $250,000, as well
as loans originated through the SBA in which Kearny Bank participates as a Preferred Lender, as noted earlier. We originated
approximately $21.9 million of commercial business loans during the year ended June 30, 2019 compared to $25.9 million during the
year ended June 30, 2018.
8
Our commercial business loan acquisition strategy also included the funding of wholesale C&I loan participations totaling $2.7
million and $28.3 million during the years ended June 30, 2019 and 2018, respectively. These participations were comprised entirely
of our pro rata interest in the obligations of 13 separate commercial borrowers that were acquired through our membership in
BancAlliance, a cooperative network of lending institutions that serves as a conduit for institutional investors to participate in middle-
market commercial credits. During fiscal 2018 we opted to discontinue the purchase of wholesale C&I loan participations and thus all
of the wholesale C&I loans funded during fiscal 2019 were comprised of advances on previously committed lines of credit. Our
outstanding balance of wholesale C&I loan participations totaled $27.2 million and $35.3 million at June 30, 2019 and 2018,
respectively.
In total, loan repayments outpaced the volume of commercial business loans originated, purchased and acquired during fiscal
2019 resulting in the reported net decrease in the outstanding balance of this segment of the loan portfolio. As noted earlier, we
continued to realign and expand our commercial business lending infrastructure during fiscal 2019. As a result of those
enhancements, we anticipate this loan segment will increase as we continue to emphasize loans acquired through retail origination
channels while diminishing the emphasis on loans and participations purchased through wholesale channels. Through these efforts,
we hope to increase this segment of the loan portfolio on both a dollar basis and as a percentage of total loans.
At June 30, 2019, approximately $38.6 million or 58.7% of our commercial business loans represent loans originated through
our retail channel while the remaining $27.2 million or 41.3% comprise loans acquired through the wholesale C&I loan participation
channels discussed earlier. Of the retail originated loans, approximately $30.1 million or 78.0% are non-SBA loans consisting of
secured and unsecured loans totaling $27.2 million and $2.9 million, respectively. We generally require personal guarantees on all
non-SBA commercial business loans originated. Unsecured commercial loans may take the form of overdraft checking authorization
and unsecured lines of credit. Our non-SBA commercial term loans generally have terms of up to 10 years and are mostly adjustable-
rate loans. Our commercial lines of credit have terms of up to one year and are generally floating-rate loans.
The remaining $8.5 million or 22.0% of commercial business loans originated represent the retained portion of SBA loan
originations, of which approximately $374,000 is guaranteed by the SBA. Such loans are generally secured by various forms of
collateral, including real estate, business equipment and other forms of collateral. Kearny Bank generally sells the guaranteed portion
of eligible SBA loans originated, which ranges from 50% to 90% of the loan’s outstanding balance while retaining the nonguaranteed
portion of such loans in portfolio. Kearny Bank also retains both the guaranteed and non-guaranteed portion of those SBA
originations that are generally ineligible for sale in the secondary market. The Company sold $866,000 of SBA loan participations
which resulted in the recognition of related sale gains totaling approximately $56,000 for the year ended June 30, 2019. By
comparison, we sold $2.8 million of SBA loan participations during fiscal 2018 which resulted in the recognition of related sale gains
totaling approximately $262,000.
Construction Lending. Our construction lending includes loans to individuals for the construction of one- to four-family
residences or for major renovations or improvements to an existing dwelling. Our construction lending also includes loans to builders
and developers for commercial real estate or multi-family residential buildings. At June 30, 2019, construction loans totaled $13.9
million.
During the year ended June 30, 2019, construction loan disbursements were $8.5 million compared to $25.2 million during the
year ended June 30, 2018. Construction loan repayments outpaced disbursements during fiscal 2019 resulting in the reported decrease
in the outstanding balance of this segment of the loan portfolio.
Construction borrowers must hold title to the land free and clear of any liens. Financing for construction loans is limited to 80%
of the anticipated appraised value of the completed property. Disbursements are made in accordance with inspection reports by our
approved appraisal firms. Terms of financing are generally limited to one year with an interest rate tied to the prime rate published in
the Wall Street Journal and may include a premium of one or more points. In some cases, we convert a construction loan to a
permanent mortgage loan upon completion of construction. We have no formal limits as to the number of projects a builder has under
construction or development and make a case-by-case determination on loans to builders and developers who have multiple projects
under development.
We continue to evaluate lending opportunities and strategies through which we may expect to expand our construction lending
activity, funding commitments and outstanding balances in the future. If undertaken, we expect that the growth in our construction
lending program will be supported by a corresponding expansion of our internal lending infrastructure and resources to support a
growing number of relationships and projects with builders/borrowers.
9
One- to Four-Family First Mortgage Loans Held in Portfolio. Our portfolio lending activities include the origination of one-
to four-family first mortgage loans, of which approximately $1.22 billion or 90.7% are secured by properties located within New
Jersey and New York as of June 30, 2019 with the remaining $124.9 million or 9.3% secured by properties in other states.
During the year ended June 30, 2019, Kearny Bank originated $106.9 million of one- to four-family first mortgage portfolio
loans compared to $53.0 million in the year ended June 30, 2018. To supplement portfolio loan originations, we also purchased one-
to four-family first mortgages totaling $95.5 million during the year ended June 30, 2019. By comparison, we purchased $26.3
million of one- to four-family first mortgages during the year ended June 30, 2018.
One- to four-family first mortgage loan origination volume generally outpaced loan repayments of such loans during fiscal
2019. Our business plan generally calls for increasing the aggregate balance of residential mortgage loans, including one- to four-
family first mortgage loans as well as home equity loans and home equity lines of credit discussed below, on a dollar basis while
maintaining the aggregate balance of such loans as a percentage of the total loan portfolio.
We will originate a one- to four-family mortgage loan on an owner-occupied property with a principal amount of up to 95% of
the lesser of the appraised value or the purchase price of the property, with private mortgage insurance required if the loan-to-value
ratio exceeds 80%. At June 30, 2019, our one- to four-family mortgage loan portfolio was primarily comprised of loans secured by
owner-occupied properties. Our loan-to-value limit on a non-owner-occupied property is 75%. Loans in excess of $2.0 million are
handled on a case-by-case basis.
We offer a first-time homebuyer program for persons who have not previously owned real estate and are purchasing a one- to
four-family property in our primary lending area for use as a primary residence. This program is also available outside these areas, but
only to persons who are existing deposit or loan customers of Kearny Bank and/or members of their immediate families. The financial
incentives offered under this program are a one-eighth of one percentage point rate reduction on all first mortgage loan types and the
refund of the application fee at closing.
The fixed-rate residential mortgage loans that we originate for portfolio generally meet the secondary mortgage market
standards of the Federal Home Loan Mortgage Corporation (“Freddie Mac”).
Substantially all of our residential mortgages include due on sale clauses, which give us the right to declare a loan immediately
payable if the borrower sells or otherwise transfers an interest in the property to a third party. Property appraisals on real estate
securing our one- to four-family first mortgage loans are made by state certified or licensed independent appraisers approved by
Kearny Bank’s Board of Directors. Appraisals are performed in accordance with applicable regulations and policies. We require title
insurance policies on all first mortgage real estate loans originated. Homeowners, liability and fire insurance and, if applicable, flood
insurance, are also required.
One- to Four-Family Mortgage Loans Held for Sale. During fiscal 2019, we further expanded and enhanced our mortgage
banking infrastructure to support the continued origination of one- to four-family mortgage loans for sale into the secondary market.
As above, the loans we originate for sale generally meet the same secondary mortgage market standards as those applicable to loans
originated for portfolio. Moreover, such loans are generally originated by, and sourced from, the same resources and markets as those
loans originated and held in portfolio, as discussed above.
Our mortgage banking business strategy resulted in the recognition of $524,000 in gains associated with the sale of $54.3
million of mortgage loans held for sale during the year ended June 30, 2019. As of that date, an additional $12.3 million of loans were
held and committed for sale into the secondary market. As noted earlier, we anticipate that residential mortgage loan origination and
sale activity will continue to support long-term growth in our non-interest income through the recognition of recurring loan sale gains,
while also serving to help manage the Company’s exposure to interest rate risk through the sale of longer-duration, fixed-rate loans
into the secondary market. However, the volume of such originations and sales is likely to reflect variations in the levels of consumer
demand for refinancing which generally moves inversely with movements in longer-term market interest rates.
Home Equity Loans and Lines of Credit. Our home equity loans are fixed-rate loans for terms of generally up to 20 years. We
also offer fixed-rate and adjustable-rate home equity lines of credit with terms of up to 20 years. During the year ended June 30, 2019,
Kearny Bank originated $33.8 million of home equity loans and home equity lines of credit compared to $20.2 million in the year
ended June 30, 2018. However, origination volume of home equity loans and lines of credit generally outpaced repayments during
fiscal 2019, resulting in a net increase in the outstanding balance of this segment of the loan portfolio.
Collateral value is determined through a property value analysis report, or full appraisal where appropriate, provided by a state
certified or licensed independent appraiser. Home equity loans and lines of credit do not require title insurance but do require
homeowner, liability and fire insurance and, if applicable, flood insurance.
10
Home equity loans and fixed-rate home equity lines of credit are generally originated in our market area and are generally made
in amounts of up to 80% of value on term loans and of up to 75% of value on home equity adjustable-rate lines of credit. We originate
home equity loans secured by either a first lien or a second lien on the property.
Consumer Loans. Our consumer loan portfolio includes unsecured overdraft lines of credit and personal loans as well as loans
secured by savings accounts and certificates of deposit on deposit with Kearny Bank. Our unsecured consumer loans at June 30, 2019
primarily include $1.9 million of loans acquired through the Company’s relationship with Lending Club, an established peer-to-peer
lender. The Company limited its original investment in Lending Club loans to approximately $25.0 million in aggregate outstanding
balances and has since discontinued purchases of such loans in favor of investing in other loan alternatives.
The remaining balance of consumer loans at June 30, 2019 includes $3.7 million of loans fully secured by savings accounts or
certificates of deposit held by the Bank and $194,000 of other unsecured consumer loans. We will generally lend up to 90% of the
account balance on a loan secured by a savings account or certificate of deposit.
Our unsecured consumer loans generally entail greater risks compared to the other categories of loans that we originate or
purchase and hold in portfolio. Consumer loan repayment is dependent on the borrower’s continuing financial stability and is more
likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. The application of various federal laws, including
federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on consumer loans in the event of a
default.
Our underwriting standards for internally originated consumer loans include a determination of the applicant’s credit history and
an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan. The stability of the
applicant’s monthly income may be determined by verification of gross monthly income from primary employment and any additional
verifiable secondary income.
Loans to One Borrower. New Jersey law generally limits the amount that a savings bank may lend to a single borrower and
related entities to 15% of the institution’s capital funds. Accordingly, as of June 30, 2019, our loans-to-one-borrower limit was
approximately $118.1 million.
Notwithstanding regulatory limitations regarding loans to one borrower, the Bank has established a more conservative set of
internal thresholds that further limit our lending exposure to any single borrower or set of borrowers affiliated by common ownership.
In that regard, the Bank’s internal limits are $35.0 million for a single loan transaction and $85.0 million to a common ownership or an
affiliated group of borrowers/guarantors. These limits apply irrespective of whether the obligations are on a personally
guaranteed/recourse basis or non-personally guaranteed/non-recourse basis. Exceptions to these internal limits may be considered on
a case-by-case basis, subject to the review and approval of each exception by the Bank’s Board of Directors.
At June 30, 2019, our largest single borrower had an aggregate outstanding loan balance of approximately $50.6 million
comprising one commercial mortgage loan and four multi-family mortgage loans. Our second largest single borrower had an
aggregate outstanding loan balance of approximately $50.2 million comprising six multi-family mortgage loans. Our third largest
borrower had an aggregate outstanding loan balance of approximately $48.7 million comprising four multi-family mortgage loans. At
June 30, 2019, all of these lending relationships were current and performing in accordance with the terms of their loan agreements.
By comparison, at June 30, 2018, loans outstanding to Kearny Bank’s three largest borrowers totaled approximately $58.2 million,
$56.9 million and $44.2 million, respectively.
11
Loan Originations, Purchases, Sales, Solicitation and Processing. The following table shows portfolio loans originated,
purchased, acquired and repaid during the periods indicated.
Loan originations: (1)
Real estate mortgage:
One- to four-family
Multi-family
Nonresidential
Commercial business
Consumer:
Home equity loans
Passbook or certificate
Other
Construction
Total loan originations
Loan purchases:
Real estate mortgage:
One- to four-family
Multi-family
Nonresidential
Commercial business
Other
Total loan purchases
Loans acquired from Clifton (2)
Loan sales: (1)
Real estate mortgage:
Multi-family
Commercial business
Total loans sold
Loan repayments
Increase (decrease) due to other items
2019
For the Years Ended June 30,
2018
(In Thousands)
2017
$
106,883 $
352,208
85,077
21,856
33,757
1,366
908
8,478
610,533
95,454
35,000
33,625
2,732
-
166,811
-
-
(867)
(867)
(612,622)
11,316
52,974 $
358,521
100,249
25,896
20,234
781
587
25,213
584,455
26,298
-
-
28,292
-
54,590
1,116,821
-
(2,802)
(2,802)
(497,306)
(1,250)
67,907
578,682
148,767
34,071
18,489
739
1,077
2,961
852,693
-
20,800
105,880
16,953
-
143,633
-
-
(9,589)
(9,589)
(412,234)
(8,286)
Net increase in loan portfolio
$
175,171 $
1,254,508 $
566,217
(1)
(2)
Excludes origination and sales of one- to four-family mortgage loans held for sale.
For information on loans acquired in the Clifton acquisition, see Note 3 to the audited consolidated financial statements.
Our customary sources of loan applications include loans originated by our commercial and residential loan officers, repeat
customers, referrals from realtors and other professionals and walk-in customers. These sources are supported in varying degrees by
our newspaper and electronic advertising and marketing strategies.
We have also entered into purchase agreements with a number of bank and non-bank originators to supplement our loan
production pipeline. These agreements call for our purchase of one- to four-family first mortgage loans on either a servicing released
or servicing retained basis from the seller. During the year ended June 30, 2019, we purchased one- to four-family first mortgages
totaling $95.5 million. By comparison, we purchased $26.3 million of one- to four-family first mortgages during the year ended June
30, 2018.
As of June 30, 2019, our portfolio of out-of-state residential mortgages included loans located in eight states outside of New
Jersey and New York that totaled approximately $124.9 million or 9.3% of one- to four-family mortgage loans. The states with the
three largest concentrations of such loans at June 30, 2019 were Massachusetts, Pennsylvania and Georgia, with outstanding principal
balances totaling $115.2 million, $6.9 million and $808,000, respectively. The aggregate outstanding balances of loans in each of the
remaining five states total approximately $1.9 million and comprise approximately 1.5% of the total balance of out-of-state residential
mortgage loans with aggregate balances by state ranging from $194,000 to $548,000.
12
In addition to purchasing one- to four-family loans, we have also purchased commercial mortgage loans and participations
originated by other banks and non-bank originators. As noted earlier, the aggregate carrying value of the loans and participations
purchased from these sources during the year ended June 30, 2019 totaled approximately $68.6 million comprising loans secured
primarily by multi-family and non-residential properties located in New York and New Jersey. We also purchased commercial
business loans totaling $2.7 million during the year ended June 30, 2019, as discussed above.
Loan Approval Procedures and Authority. Senior management recommends and the Board of Directors approves our lending
policies and loan approval limits. Kearny Bank’s Loan Committee consists of the Chief Executive Officer, Chief Lending Officer,
Chief Credit Officer, Director of Commercial Lending, Director of Residential Lending and Special Assets Manager. Our Chief
Lending Officer may approve residential loans up to $1.0 million. Loan department personnel of Kearny Bank serving in the
following positions may approve loans as follows: residential mortgage loan managers, mortgage/consumer loans up to $500,000; and
residential mortgage loan underwriters, mortgage loans up to $350,000. In addition to these principal amount limits, there are
established limits for different levels of approval authority as to minimum credit scores and maximum loan-to-value ratios and debt-
to-income ratios or debt service coverage. Our Chief Executive Officer, Chief Lending Officer, or Chief Credit Officer have
authorization to approve loans for amounts up to a limit of $1.0 million. Non-conforming residential mortgage loans and loans over
$1.0 million up to $2.0 million require the approval of the Loan Committee. The Committee may approve individual commercial
loans or an aggregate commercial lending relationship up to $5.0 million. Commercial loans or aggregate relationships in excess of
$5.0 million require approval by the Board of Directors while such approval is also required for residential mortgage loans in excess
of $2.0 million and commercial business loans in excess of $1.0 million.
Asset Quality
Collection Procedures on Delinquent Loans. We regularly monitor the payment status of all loans within our portfolio and
promptly initiate collection efforts on past due loans in accordance with applicable policies and procedures. Delinquent borrowers are
notified by both mail and telephone when a loan is 30 days past due. If the delinquency continues, subsequent efforts are made to
contact the delinquent borrower and additional collection notices and letters are sent. All reasonable attempts are made to collect from
borrowers prior to referral to an attorney for collection. However, when a loan is 90 days delinquent, it is our general practice to refer
it to an attorney for repossession, foreclosure or other form of collection action, as appropriate. In certain instances, we may modify
the loan or grant a limited moratorium on loan payments to enable the borrower to reorganize his or her financial affairs and we
attempt to work with the borrower to establish a repayment schedule to cure the delinquency.
As to mortgage loans, if a foreclosure action is taken and the loan is not reinstated, paid in full or refinanced, the property is sold
at judicial sale at which we may be the buyer if there are no adequate offers to satisfy the debt. Any property acquired as the result of
foreclosure or by deed in lieu of foreclosure is classified as other real estate owned until it is sold or otherwise disposed of. When
other real estate owned is acquired, it is recorded at its fair market value less estimated selling costs. The initial write-down of the
property, if necessary, is charged to the allowance for loan losses. Adjustments to the carrying value of the properties that result from
subsequent declines in value are charged to operations in the period in which the declines are identified.
Past Due Loans. A loan’s past due status is generally determined based upon its principal and interest payment (“P&I”)
delinquency status in conjunction with its past maturity status, where applicable. A loan’s P&I delinquency status is based upon the
number of calendar days between the date of the earliest P&I payment due and the as of measurement date. A loan’s past maturity
status, where applicable, is based upon the number of calendar days between a loan’s contractual maturity date and the as of
measurement date. Based upon the larger of these criteria, loans are categorized into the following past due tiers for financial
statement reporting and disclosure purposes: Current (including 1-29 days), 30-59 days, 60-89 days and 90 or more days.
Nonaccrual Loans. Loans are generally placed on nonaccrual status when contractual payments become 90 or more days past
due or when the Company does not expect to receive all P&I payments owed substantially in accordance with the terms of the loan
agreement, regardless of past due status. Loans that become 90 day past due, but are well secured and in the process of collection,
may remain on accrual status. Nonaccrual loans are generally returned to accrual status when all payments due are brought current
and we expect to receive all remaining P&I payments owed substantially in accordance with the terms of the loan agreement.
Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are generally
applied to reduce the carrying value of the loan.
13
Nonperforming Assets. The following table provides information regarding our nonperforming assets which are comprised of
nonaccrual loans, accruing loans 90 days or more past due and other real estate owned.
Nonaccrual loans:
Real estate mortgage:
One- to four-family
Multi-family
Nonresidential
Commercial business
Consumer:
Home equity loans
Other
Construction
Total nonaccrual loans (1)
Accruing loans 90 days or more past due:
Real estate mortgage:
Multi-family
Nonresidential
Commercial business
Consumer:
Other
Total accruing loans 90 days or more past due
Total nonperforming loans
Other real estate owned
Total nonperforming assets
Total nonperforming loans to total loans
Total nonperforming loans to total assets
Total nonperforming assets to total assets
2019
2018
At June 30,
2017
(Dollars In Thousands)
2016
2015
$
$
$
$
$
9,943
70
8,900
469
866
-
-
20,248
$
9,192
116
5,340
1,238
913
-
-
16,799
$
8,790
158
5,720
2,634
1,241
-
255
18,798
$
10,732
205
6,588
1,965
1,170
-
357
21,017
7,952
-
7,177
3,944
1,783
2
2,037
22,895
-
-
-
22
22
-
-
-
60
60
-
-
-
74
74
-
-
-
38
38
-
-
-
-
-
20,270
-
20,270
$
$
$
0.43%
0.31%
0.31%
16,859
725
17,584
$
$
$
0.37%
0.26%
0.27%
18,872
1,632
20,504
$
$
$
0.58%
0.39%
0.43%
21,055
826
21,881
$
$
$
0.79%
0.47%
0.49%
22,895
942
23,837
1.09%
0.54%
0.56%
(1)
TDRs on accrual status not included above totaled $4.3 million, $3.5 million, $2.5 million, $2.9 million and $3.1 million at June 30, 2019,
2018, 2017, 2016 and 2015, respectively.
Total nonperforming assets increased by $2.7 million to $20.3 million at June 30, 2019 from $17.6 million at June 30, 2018.
The increase was due to a net increase in nonperforming loans of $3.4 million partially offset by a net decrease in other real estate
owned of $725,000. For those same comparative periods, the number of nonperforming loans decreased to 77 loans from 80 loans
while there were no properties in other real estate owned at June 30, 2019 compared to four at June 30, 2018.
At June 30, 2019, nonperforming loans comprised $20.2 million of nonaccrual loans and $22,000 of loans being reported as
accruing loans over 90 days and over past due. By comparison, at June 30, 2018, nonperforming loans comprised $16.8 million of
nonaccrual loans and $60,000 of loans being reported as accruing loans over 90 days past due.
Nonperforming one- to four-family mortgage loans at June 30, 2019 include 40 nonaccrual loans totaling $9.9 million whose net
outstanding balances range from $11,000 to $766,000, with an average balance of approximately $249,000 as of that date. The loans
are in various stages of collection, workout or foreclosure. Of these loans, 37 are secured by New Jersey properties while two loans
are secured by a properties located in New York and one loan is secured by a property located in Georgia. We have identified
approximately $31,000 of specific impairment relating to one of the nonperforming loans for which a valuation allowance was
maintained in the allowance for loan losses at June 30, 2019.
Nonperforming commercial real estate loans, including multi-family and nonresidential mortgage loans, include 16 nonaccrual
loans totaling $9.0 million. At June 30, 2019, the outstanding balances of these loans range from $14,000 to $2.8 million with an
average balance of approximately $561,000 as of that date. The loans are in various stages of collection, workout or foreclosure and
are secured by 15 properties located in New Jersey and one property located in New York. There was no specific impairment
identified relating to these nonperforming loans at June 30, 2019.
14
Nonperforming commercial business loans at June 30, 2019 include six nonaccrual loans totaling $469,000. At June 30, 2019,
the outstanding balances of these loans range from $5,000 to $219,000 with an average balance of approximately $78,000 as of that
date. The loans are in various stages of collection, workout or foreclosure and are primarily secured by New Jersey and New York
properties and, to a lesser extent, other forms of collateral. There was no specific impairment identified relating to these
nonperforming loans at June 30, 2019.
Home equity loans and home equity lines of credit that are reported as nonperforming at June 30, 2019 include 14 nonaccrual
loans totaling $866,000. At June 30, 2019, the outstanding balances of these loans range from $4,000 to $383,000 with an average
balance of approximately $62,000 as of that date. The loans are in various stages of collection, workout or foreclosure and are
primarily secured by New Jersey properties. There was no specific impairment identified relating to these nonperforming loans at
June 30, 2019.
Other consumer loans that are reported as nonperforming at June 30, 2019 included three unsecured loans totaling $22,000
reported as accruing loans over 90 days past due.
There were no nonperforming construction loans in nonaccrual status at June 30, 2019.
At June 30, 2019, 2018, and 2017, Kearny Bank had loans with aggregate outstanding balances totaling $15.1 million, $10.2
million and $11.0 million, respectively, reported as troubled debt restructurings.
Loan Review System. We maintain a loan review system consisting of several related functions including, but not limited to,
classification of assets, calculation of the allowance for loan losses, independent credit file review as well as internal audit and lending
compliance reviews. We utilize both internal and external resources, where appropriate, to perform the various loan review functions.
For example, we have engaged the services of a third party firm specializing in loan review and analysis to perform several loan
review functions. The firm reviews the loan portfolio in accordance with the scope and frequency determined by senior management
and the Audit and Compliance Committee of the Board of Directors. The third party loan review firm assists senior management and
the Board of Directors in identifying potential credit weaknesses; in reviewing and confirming risk ratings or adverse classifications
internally ascribed to loans by management; in identifying relevant trends that affect the collectability of the portfolio and identifying
segments of the portfolio that are potential problem areas; in verifying the appropriateness of the allowance for loan losses; in
evaluating the activities of lending personnel including compliance with lending policies and the quality of their loan approval,
monitoring and risk assessment; and by providing an objective assessment of the overall quality of the loan portfolio. Currently,
independent loan reviews are being conducted quarterly and include non-performing loans as well as samples of performing loans of
varying types within our portfolio.
Our loan review system also includes the internal audit and compliance functions, which operate in accordance with a scope
determined by the Audit and Compliance Committee of the Board of Directors. Internal audit resources assess the adequacy of, and
adherence to, internal credit policies and loan administration procedures. Similarly, our compliance resources monitor adherence to
relevant lending-related and consumer protection-related laws and regulations. As noted, the loan review system also comprises our
policies and procedures relating to the regulatory classification of assets and the allowance for loan loss functions each of which are
described in greater detail below.
Classification of Assets. In compliance with the regulatory guidelines, our loan review system includes an evaluation process
through which certain loans exhibiting adverse credit quality characteristics are classified as Special Mention, Substandard, Doubtful
or Loss. An asset is classified as Substandard if it is inadequately protected by the paying capacity and net worth of the obligor or the
collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. Assets classified as Doubtful have all of the weaknesses inherent in those
classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full highly
questionable and improbable, on the basis of currently existing facts, conditions and values. Assets, or portions thereof, classified as
Loss are considered uncollectible or of so little value that their continuance as assets is not warranted. Assets which do not currently
expose us to a sufficient degree of risk to warrant an adverse classification but have some credit deficiencies or other potential
weaknesses are designated as Special Mention by management. Adversely classified assets, together with those rated as Special
Mention are generally referred to as Classified Assets. Non-classified assets are internally rated within one of four Pass categories or
as Watch with the latter denoting a potential deficiency or concern that warrants increased oversight or tracking by management until
remediated.
Additional information about our classification of assets is presented in Note 8 to the audited consolidated financial statements.
15
The following table discloses our designation of certain loans as special mention or adversely classified during each of the five
years presented:
Special mention
Substandard
Doubtful
Loss (1)
Total classified loans
2019
2018
At June 30,
2017
(In Thousands)
2016
2015
$
5,681 $
592 $
2,594 $
2,528 $
27,822
1
-
28,752
1
-
29,428
3
-
33,052
2
-
$
33,504 $
29,345 $
32,025 $
35,582 $
13,501
34,748
273
-
48,522
(1)
Net of specific valuation allowances where applicable.
At June 30, 2019, 17 loans were classified as Special Mention and 125 loans were classified as Substandard. As of that same
date, four loans were classified as Doubtful.
Allowance for Loan Losses. Our allowance for loan losses is maintained at a level necessary to absorb loan losses that are both
probable and reasonably estimable. The allowance for loan losses as of June 30, 2019, is maintained at a level that represents
management’s best estimate of losses inherent in the loan portfolio. Although we believe that our allowance for loans losses is
established in accordance with management’s best estimate, actual losses are dependent upon future events and, as such, further
additions to the level of loan loss allowances may be necessary.
Additional information about our allowance for loan losses is presented in Note 1 to the audited consolidated financial
statements.
The following table sets forth information with respect to activity in the allowance for loan losses for the periods indicated:
Allowance balance (at beginning of period)
Provision for loan losses
Charge offs:
One- to four-family mortgage
Home equity loans
Multi-family
Nonresidential
Commercial business
Other
Total charge offs:
Recoveries:
One- to four-family mortgage
Home equity loans
Nonresidential
Commercial business
Other
Total recoveries:
Net charge offs:
Allowance balance (at end of period)
Total loans outstanding
Average loans outstanding
Allowance for loan losses as a percent of
total loans outstanding
Net loan charge-offs as a percent of
average loans outstanding
Allowance for loan losses to
non-performing loans
2019
$
$
30,865
3,556
2018
For the Years Ended June 30,
2017
(Dollars in Thousands)
$
$
2016
29,286
2,706
24,229
5,381
15,606
10,690
2015
$
12,387
6,108
(83)
-
-
(54)
(861)
(285)
(1,283)
(521)
(18)
-
(45)
(145)
(829)
(1,558)
(76)
(96)
-
(149)
(221)
(849)
(1,391)
(1,213)
(93)
(133)
-
(1,464)
(55)
(2,958)
(1,985)
(77)
(14)
(636)
(491)
(1)
(3,204)
172
-
65
-
-
6
90
47
104
83
431
136
(1,127)
(1,147)
29,286
$
30,865
$
33,274
$
$3,242,453
$4,567,915
$4,730,953
$2,955,686
$3,577,598
$4,669,436
297
88
256
-
41
16
-
-
-
18
760
727
-
2
68
315
891
1,067
(2,889)
(2,067)
(324)
15,606
$
24,229
$
$ 2,102,548
$2,671,381
$ 1,849,785
$2,512,231
0.70%
0.68%
0.90%
0.91%
0.74%
0.02%
0.03%
0.01%
0.08%
0.16%
164.15%
183.08%
155.18%
115.07%
68.17%
16
Allocation of Allowance for Loan Losses. The following table sets forth the allocation of the total allowance for loan losses by
loan category and segment and the percent of loans in each category’s segment to total net loans receivable at the dates indicated. The
portion of the loan loss allowance allocated to each loan segment does not represent the total available for future losses which may
occur within a particular loan segment since the total loan loss allowance is a valuation reserve applicable to the entire loan portfolio.
2019
2018
At June 30,
2017
Percent
of Loans
to Total
Loans
Amount
Amount
Percent
of Loans
to Total
Loans
Percent
of Loans
to Total
Loans
Amount
(Dollars In Thousands)
2016
2015
Percent
of Loans
to Total
Loans
Percent
of Loans
to Total
Loans
Amount
Amount
At end of period allocated to:
Real estate mortgage:
One- to four-family
Multi-family
Nonresidential
Commercial business
Consumer:
Home equity loans
Other
Construction
Total
$ 3,377 10.15 % $ 2,479
16,959 50.96
9,672 29.07
7.41
2,467
14,946 48.42
9,787 31.71
8.27
2,552
8.03 % $ 2,384 17.50 % $ 2,370 22.66 % $ 2,210 28.17 %
13,941 43.57
9,939 33.46
2.30
1,709
9,995 38.94
7,846 30.72
3.30
2,784
6,355 34.65
4,765 27.62
4.73
1,860
491
172
136
1.48
0.52
0.41
430
413
258
1.39
1.34
0.84
501
777
35
2.55
0.50
0.12
432
778
24
3.35
0.95
0.08
366
16
34
4.36
0.20
0.27
$ 33,274 100.00 % $ 30,865 100.00 % $ 29,286 100.00 % $ 24,229 100.00 % $ 15,606 100.00 %
The following table sets forth the allocation of the allowance for loan losses by loan category and segment within each valuation
allowance category at the dates indicated. The valuation allowance categories presented reflect the allowance for loan loss calculation
methodology in effect at the time.
Valuation allowance for loans individually
evaluated for impairment
Real estate mortgage:
One- to four-family
Multi-family
Nonresidential
Commercial business
Consumer:
Home equity loans
Total valuation allowance
Valuation allowance for loans collectively
evaluated for impairment:
Historical loss factors
Environmental loss factors:
Real estate mortgage:
One- to four-family
Multi-family
Nonresidential
Commercial business
Consumer:
Home equity loans
Other
Construction
Total environmental factors
2019
2018
At June 30,
2017
(In Thousands)
2016
2015
$
31 $
-
-
-
-
31
79 $
-
-
227
-
306
154 $
-
39
6
-
199
77 $
-
53
400
116
267
262
370
78
608
36
1,051
2,108
2,074
2,131
3,439
1,913
3,243
16,959
9,627
653
482
35
136
31,135
2,368
14,946
9,686
750
410
67
258
28,485
1,988
13,941
9,701
731
401
159
35
26,956
1,621
9,985
7,269
810
306
167
24
20,182
1,236
6,079
4,393
606
287
7
34
12,642
Total allowance for loan losses
$
33,274 $
30,865 $
29,286 $
24,229 $
15,606
17
During the year ended June 30, 2019, the balance of the allowance for loan losses increased by $2.4 million to $33.3 million or
0.70% of total loans at June 30, 2019 from $30.9 million or 0.68% of total loans at June 30, 2018. The increase in the dollar amount
of the allowance resulted from provisions of $3.6 million during the year ended June 30, 2019 that were partially offset by charge-offs,
net of recoveries, totaling $1.1 million during that same period.
With regard to loans individually evaluated for impairment, the balance of our allowance for loan losses attributable to such
loans decreased by $275,000 to $31,000 at June 30, 2019 from $306,000 at June 30, 2018. The balance at June 30, 2019 reflected the
allowance for impairment identified on $363,000 of impaired loans while an additional $24.2 million of impaired loans had no
allowance for impairment as of that date. By comparison, the balance at June 30, 2018 reflected the allowance for impairment
identified on $1.0 million of impaired loans while an additional $22.3 million of impaired loans had no allowance for impairment as of
that date. The outstanding balances of impaired loans reflect the cumulative effects of various adjustments including, but not limited
to, purchase accounting valuations and prior charge-offs, where applicable, which are considered in the evaluation of impairment.
With regard to loans evaluated collectively for impairment, the balance of our allowance for loan losses attributable to such
loans increased by $2.6 million to $33.2 million at June 30, 2019 from $30.6 million at June 30, 2018. The increase in valuation was
partly attributable to the aggregate growth in the outstanding balance of non-acquired loans collectively evaluated for impairment as
well as the ongoing reallocation of the applicable loans within the portfolio in favor of commercial loans against which we generally
assign comparatively higher historical and environmental loss factors in our allowance for loan loss calculation. The increase in the
allowance also reflected updates to historical and environmental loss factors during the year ended June 30, 2019.
With regard to historical loss factors, our loan portfolio experienced a net annualized charge-off rate of 0.02% for the year ended
June 30, 2019 representing a decrease of one basis point from the 0.03% of net charge offs reported for the year ended June 30, 2018.
The annual average net charge off rate for June 30, 2018 had previously increased by two basis points from 0.01% for the prior year
ended June 30, 2017. Given the effects of these annual changes, the two-year average net charge off rate for our loan portfolio
remained stable at 0.02% for the periods ended June 30, 2019 and June 30, 2018, respectively. The historical loss factors used in our
allowance for loan loss calculation methodology were updated to reflect the effect of these changes by individual loan segment
reflecting the two year look-back period used by that methodology.
The effects of the net change in historical loss factors arising from the changes noted above modestly offset the effect of the
increase in the overall balance of the unimpaired portion of the loan portfolio during the year ended June 30, 2019. Consequently, the
applicable portion of the allowance attributable to these factors remained stable at $2.1 million at June 30, 2019 and June 30, 2018.
With regard to environmental loss factors, the Company made minor adjustments to such factors during the year ended June 30,
2019. Such adjustments partly reflected increasing loss exposure resulting from increased uncertainty in economic and market
conditions, partially offset by decreasing loss exposure due to incremental improvements in asset quality and portfolio seasoning
metrics. Consequently, the $2.7 million increase in the portion of the allowance for loan losses attributable to environmental loss
factors to $31.1 million at June 30, 2019 from $28.5 million at June 30, 2018 was largely attributable to the growth in the unimpaired
portion of the loan portfolio coupled with the noted adjustments to environmental loss factors.
An overview of the balances and activity within the allowance for loan loss during the prior fiscal year ended June 30, 2018 can
be found in our Annual Report on Form 10-K for the year ended June 30, 2018, filed with the SEC on August 28, 2018.
The calculation of probable losses within a loan portfolio and the resulting allowance for loan losses is subject to estimates and
assumptions that are susceptible to significant revisions as more information becomes available and as events or conditions effecting
individual borrowers and the marketplace as a whole change over time. Future additions to the allowance for loan losses may be
necessary if economic and market conditions deteriorate in the future from those currently prevalent in the marketplace. In addition,
the federal banking regulators, as an integral part of their examination process, periodically review our loan and foreclosed real estate
portfolios and the related allowance for loan losses and valuation allowance for foreclosed real estate. The regulators may require the
allowance for loan losses to be increased based on their review of information available at the time of the examination, which may
negatively affect our earnings. Finally, changes in accounting standards promulgated by the Financial Accounting Standards Board,
such as those discussed in Note 2 to the audited consolidated financial statements regarding the use of a current expected credit loss
(“CECL”) model to calculate credit losses, may require increases in the allowance for loan losses upon adoption of the applicable
accounting standard.
Securities Portfolio
We have generally invested excess funds into investment securities with a historical emphasis on U.S. agency mortgage-backed
securities and U.S. agency debentures. Such assets were a significant component of our investment portfolio at June 30, 2019 and are
expected to remain so in the future. However, enhancements to our investment policies, strategies and infrastructure in recent years
have enabled us to diversify the composition and allocation of our securities portfolio as described below.
18
At June 30, 2019, our securities portfolio totaled $1.29 billion and comprised 19.5% of our total assets. By comparison, at June
30, 2018, our securities portfolio totaled $1.31 billion and comprised 20.0% of our total assets.
The year-over-year net decrease in the securities portfolio totaled approximately $23.9 million which largely reflected
repayments, sales and calls during the year that were partially offset by security purchases. The decrease in the portfolio was also
partially offset by a $6.3 million increase in the fair value of the available for sale securities portfolio to an unrealized gain of $2.0
million at June 30, 2019 from an unrealized loss of $4.3 million at June 30, 2018.
The decrease in the securities portfolio from June 30, 2019 compared to June 30, 2018, generally reflects the stated goals and
objectives of our business plan which continues to call for shifting the mix of our earning assets toward greater balances of loans and
lesser balances of securities.
Our investment policy, which is approved by the Board of Directors, is designed to foster earnings and manage cash flows
within prudent interest rate risk and credit risk guidelines. Generally, our investment policy is to invest funds in various categories of
securities and maturities based upon our liquidity needs, asset/liability management policies, investment quality, and marketability and
performance objectives. Our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Risk Officer and
Treasurer/Chief Investment Officer are the senior management members of our Capital Markets Committee (“CMC”) that are
generally designated by the Board of Directors as the officers primarily responsible for securities portfolio management and all
transactions require the approval of at least two of these designated officers. The Board of Directors is responsible for the oversight of
the securities portfolio and the CMC’s activities relating thereto.
The investments authorized for purchase under the investment policy approved by our Board of Directors include U.S.
government and agency mortgage-backed securities (including U.S. agency commercial MBS), U.S. government and government
agency debentures, municipal obligations, corporate bonds, asset-backed securities, collateralized loan obligations and subordinated
debt. We also hold small balances of single-issuer trust preferred securities that were acquired through bank acquisitions, but
generally do not purchase such securities for the portfolio. On a short-term basis, our investment policy authorizes investment in
securities purchased under agreements to resell, federal funds, certificates of deposits of insured banks and savings institutions and
Federal Home Loan Bank term deposits.
The carrying value of our mortgage-backed securities totaled $579.4 million at June 30, 2019 and comprised 44.9% of total
investments and 8.7% of total assets as of that date. We generally invest in mortgage-backed securities issued by U.S. government
agencies or government-sponsored entities, such as the Government National Mortgage Association (“Ginnie Mae”), Federal Home
Loan Mortgage Corporation (“Freddie Mac”) and the Federal National Mortgage Association (“Fannie Mae”). Mortgage-backed
securities issued or sponsored by U.S. government agencies and government-sponsored entities are guaranteed as to the payment of
principal and interest to investors. Mortgage-backed securities generally yield less than the mortgage loans underlying such securities
because of the costs of servicing and of their payment guarantees or credit enhancements which minimize the level of credit risk to the
security holder.
The carrying value of our U.S. agency debt securities totaled $3.7 million at June 30, 2019 and comprised less than one percent
of total investments and total assets as of that date. Such securities were fully comprised of securitized pools of loans issued and fully
guaranteed by the SBA.
The carrying value of our securities representing obligations of state and political subdivisions totaled $131.0 million at June 30,
2019 and comprised 10.2% of total investments and 2.0% of total assets as of that date. Such securities primarily included highly-
rated, fixed-rate bank-qualified securities representing general obligations of municipalities located within the U.S. or the obligations
of their related entities such as boards of education or school districts. The portfolio also includes one short-term, bond anticipation
note (“BAN”) issued by one New Jersey municipality. Each of our municipal obligations were consistently rated by Moody’s and
S&P well above the thresholds that generally support our investment grade assessment with such ratings equaling or exceeding A- or
higher by S&P and/or A3 or higher by Moody’s, where rated by those agencies. In the absence of such ratings, we rely upon our own
internal analysis of the issuer’s financial condition to validate its investment grade assessment.
The carrying value of our asset-backed securities totaled $179.3 million at June 30, 2019 and comprised 13.9% of total
investments and 2.7% of total assets as of that date. This category of securities is comprised entirely of structured, floating-rate
securities representing securitized federal education loans with 97% U.S. government guarantees. The securities represent tranches of
a larger investment vehicle designed to reallocate credit risk among the individual tranches comprised within that vehicle. Through
this process, investors in different tranches are subject to varying degrees of risk that the cash flows of their tranche will be adversely
impacted by borrowers defaulting on the underlying loans. Our securities represent the highest credit-quality tranches within the
overall structures with each being rated AA+ or higher by S&P/or A2 or higher by Moody’s, where rated by those agencies, at June
30, 2019.
19
The outstanding balance of our collateralized loan obligations totaled $208.6 million at June 30, 2019 and comprised 16.2% of
total investments and 3.1% of total assets as of that date. This category of securities is comprised entirely of structured, floating-rate
securities representing securitized commercial loans to large, U.S. corporations. Our securities represent tranches of a larger
investment vehicle designed to reallocate cash flows and credit risk among the individual tranches comprised within that vehicle.
Through this process, investors in different tranches are subject to varying degrees of risk that the cash flows of their tranche will be
adversely impacted by borrowers defaulting on the underlying loans. At June 30, 2019, each of our collateralized loan obligations
were consistently rated by Moody’s and S&P well above the thresholds that generally support our investment grade assessment with
such ratings equaling AAA by S&P and Aaa or by Moody’s, where rated by those agencies.
The carrying value of our corporate bonds totaled $122.0 million at June 30, 2019 and comprised 9.5% of total investments and
1.8% of total assets as of that date. This category of securities is comprised entirely of floating-rate corporate debt obligations issued
by large financial institutions. We generally limit our investment in the unsecured corporate debt of any single issuer to $25.0 million.
At June 30, 2019, each of our corporate bonds were consistently rated by Moody’s and S&P well above the thresholds that generally
support our investment grade assessment with such ratings equaling or exceeding BBB+ or higher by S&P and/or A3 or higher by
Moody’s, where rated by those agencies.
The carrying value of our subordinated debt totaled $63.1 million at June 30, 2019 and comprised 4.9% of total investments and
1.0% of total assets as of that date. This balance is comprised of twelve securities representing eleven separate issuers. The typical
structure of the subordinated debt is a 10-year final maturity, with a fixed rate coupon for the first five years of the term, and then at a
variable rate that will reset quarterly to a level equal to the then current 3-month LIBOR plus a spread over the remainder of the term.
The notes are redeemable after five years subject to satisfaction of certain conditions. Ten of the securities totaling $48.1 million in
carrying value are rated BBB- or higher by Kroll Bond Rating Agency (“Kroll”) and/or BBB- by Fitch Ratings Inc., where rated by
those agencies. Of the securities rated by Kroll, two of the securities totaling $10.0 million are rated BB or higher by S&P and Baa2
by Moody’s. One security with a carrying value of $15.0 million is non-rated. All issuers of our investments in subordinated debt
represent profitable, well-capitalized, small- to mid-sized community banks located mainly in the mid-Atlantic region of the U.S. In
each case, the indebtedness evidenced by the subordinated notes, including principal and interest, is unsecured and subordinate and
junior to the issuer’s general and secured creditors and depositors.
The carrying value of our trust preferred securities totaled $3.8 million at June 30, 2019 and comprised less than one percent of
total investments and total assets as of that date. The category comprises a total of three single-issuer trust preferred securities that, as
a result of merger activity, represent the de-facto obligations of two separate financial institutions. At June 30, 2019, two of the
securities, at an amortized cost of $3.0 million, were consistently rated by Moody’s and S&P above the thresholds that generally
support our investment grade assessment, with such ratings equaling BBB- by S&P and Baa1 by Moody’s. One security with a
carrying value of $1.0 million is non-rated.
Current accounting standards require that securities be categorized as held to maturity, trading securities or available for sale,
based on management’s intent as to the ultimate disposition of each security. These standards allow debt securities to be classified as
held to maturity and reported in financial statements at amortized cost only if the reporting entity has the positive intent and ability to
hold these securities to maturity. Securities that might be sold in response to changes in market interest rates, changes in the security’s
prepayment risk, increases in loan demand, or other similar factors cannot be classified as held to maturity.
We do not currently use or maintain a trading account. Securities not classified as held to maturity are classified as available for
sale. These securities are reported at fair value and unrealized gains and losses on the securities are excluded from earnings and
reported, net of deferred taxes, as adjustments to accumulated other comprehensive income, a separate component of equity. As of
June 30, 2019, our held to maturity securities portfolio had a carrying value of $576.7 million or 44.7% of our total securities with the
remaining $714.3 million or 55.3% of securities classified as available for sale.
Other than securities issued or guaranteed by the U.S. government or its agencies, we did not hold securities of any one issuer
having an aggregate book value in excess of 10% of our equity at June 30, 2019. All of our securities carry market risk insofar as
increases in market rates of interest may cause a decrease in their market value. We have determined that none of our securities with
unrealized losses at June 30, 2019 are other than temporarily impaired as of that date.
Purchases of securities are made based on certain considerations, which include the interest rate, tax considerations, volatility,
yield, settlement date and maturity of the security, our liquidity position and anticipated cash needs and sources. The effect that the
proposed security would have on our credit and interest rate risk and risk-based capital is also considered. We do not purchase
securities that are determined to be below investment grade.
20
During the year ended June 30, 2019, proceeds from sales of securities available for sale totaled $75.4 million and resulted in
gross gains of $190,000 and gross losses of $513,000. During the year ended June 30, 2018, proceeds from sales of securities available
for sale totaled $254.6 million and resulted in gross losses of $31,000. During the year ended June 30, 2017, proceeds from sales of
securities available for sale totaled $83.0 million and resulted in gross gains of $1.3 million and gross losses of $1.7 million.
There were no sales of held to maturity securities during the year ended June 30, 2019. During the year ended June, 30, 2018,
proceeds from sales of securities held to maturity totaled $211,000 which resulted in gross losses of $8,000. The securities sold were
limited to those securities where there was evidence of a deterioration of creditworthiness. During the year ended June 30, 2017,
proceeds from sales of securities held to maturity totaled $5.3 million which resulted in gross gains of $370,000 and gross losses of
$1,000. The securities sold were limited to those whose remaining outstanding balances had declined to the required thresholds, in
relation to the original amount purchased or acquired, that allowed their sale from the held to maturity portfolio.
The following table sets forth the carrying value of our securities portfolio at the dates indicated. Mortgage-backed securities
include mortgage pass-through securities and collateralized mortgage obligations:
Debt securities available for sale:
U.S. agency securities
Obligations of state and political subdivisions
Asset-backed securities
Collateralized loan obligations
Corporate bonds
Trust preferred securities
Total debt securities available for sale
Mortgage-backed securities available for sale:
Collateralized mortgage obligations
Residential pass-through securities
Commercial pass-through securities
Total mortgage-backed securities available for sale
2019
2018
At June 30,
2017
(In Thousands)
2016
2015
$
3,678 $
26,951
179,313
208,611
122,024
3,756
544,333
4,411 $
5,316 $
6,440 $
26,088
182,620
226,066
147,594
3,783
590,562
27,740
162,429
98,154
142,318
8,540
444,497
28,398
82,625
127,374
137,404
7,669
389,910
21,390
44,303
104,237
169,930
24,292
102,359
7,872
134,523
30,536
130,550
8,177
169,263
60,577
214,526
8,524
283,627
7,263
26,835
88,032
128,171
162,608
7,751
420,660
71,877
263,613
11,129
346,619
Total securities available for sale
714,263
725,085
613,760
673,537
767,279
Debt securities held to maturity:
U.S. agency securities
Obligations of state and political subdivisions
Subordinated debt
Total debt securities held to maturity
Mortgage-backed securities held to maturity:
Collateralized mortgage obligations
Residential pass-through securities
Commercial pass-through securities
Total mortgage-backed securities held to maturity
-
104,086
63,086
167,172
-
109,483
46,294
155,777
35,000
94,713
15,000
144,713
84,992
82,179
-
167,171
46,381
166,283
196,816
409,480
56,886
200,622
176,445
433,953
17,854
178,813
151,941
348,608
23,081
223,632
163,402
410,115
143,334
76,528
-
219,862
15,384
259,063
169,032
443,479
Total securities held to maturity
576,652
589,730
493,321
577,286
663,341
Total securities
$ 1,290,915 $ 1,314,815 $ 1,107,081 $ 1,250,823 $ 1,430,620
21
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Sources of Funds
General. Retail deposits are our primary source of funds for lending and other investment purposes. In addition, we derive
funds from loan and mortgage-backed securities principal repayments and proceeds from the maturities and calls of non-mortgage-
backed securities. Loan and securities payments are a relatively stable source of funds, while deposit inflows are significantly
influenced by general interest rates and money market conditions. Wholesale funding sources including, but not limited to,
borrowings from the FHLB of New York (“FHLB”), wholesale deposits and other short term-borrowings are also used to supplement
the funding for loans and investments.
Deposits. Our current deposit products include interest-bearing and non-interest-bearing checking accounts, money market
deposit accounts, savings accounts and certificates of deposit accounts ranging in terms from 30 days to five years. Certificates of
deposit with terms ranging from seven months to five years are available for individual retirement account plans. Deposit account
terms, such as interest rate earned, applicability of certain fees and service charges and funds accessibility, will vary based upon
several factors including, but not limited to, minimum balance, term to maturity, and transaction frequency and form requirements.
Deposits are obtained primarily from within New Jersey and New York through Kearny Bank’s network of retail branches.
Various methods of advertising are used to attract new customers and deposits, including radio, print media, outdoor advertising,
digital advertising, direct mail and inserts included with customer statements. Premiums or incentives for opening accounts are
sometimes offered. One of our key retail products in recent years has been Star Banking, which bundles a number of banking services
and products together for those customers with a checking account with direct deposit and combined deposits of $20,000 or more,
including internet banking, bill pay, mobile banking, telephone banking and a premium on certificates of deposit with a term of at least
one year. We also offer High Yield Checking which is primarily designed to attract core deposits in the form of customers’ primary
checking accounts through interest rate and fee reimbursement incentives to qualifying customers. The comparatively higher interest
expense associated with the High Yield Checking product in relation to our other checking products is partially offset by the
transaction fee income associated with the account.
The determination of interest rates on retail deposits is based upon a number of factors, including: (1) our need for funds based
on loan demand, current maturities of deposits and other cash flow needs; (2) a current survey of a selected group of competitors’ rates
for similar products; (3) our current cost of funds, yield on assets and asset/liability position; and (4) the alternate cost of funds on a
wholesale basis. Interest rates are reviewed by senior management on a regular basis, with deposit product and pricing updated, as
appropriate, during recurring and ad-hoc senior management meetings.
We also utilize non-retail deposits as an alternative source of wholesale funding to traditional borrowings such as FHLB
advances. Such funds are generally used to manage our exposure to interest rate risk and liquidity risk in conjunction with our overall
asset/liability management process. We also maintain a portfolio of brokered certificates of deposit whose balances and weighted
average remaining term to maturity totaled approximately $235.8 million and 0.7 years, respectively, at June 30, 2019. Kearny
Bank’s brokered deposits totaled 5.7% of deposits, at June 30, 2019. We also utilize deposit listing services to attract non-brokered
wholesale time deposits, primarily from other financial institutions, with an original investment horizon of up to five years. The
balance of time deposits we acquired through deposit listing services totaled $66.1 million, or 1.6% of deposits, at June 30, 2019 with
such funds having a weighted average remaining term to maturity of 0.8 years. We generally prohibit the withdrawal of our listing
service deposits prior to maturity.
Additional sources of non-retail deposits including, but not limited to, deposits acquired through other listing services and
brokered deposit resources may be utilized in the future as additional, alternative sources of wholesale funding.
A large percentage of our deposits are in certificates of deposit, which represented 53.2% and 49.5% of total deposits at June 30,
2019 and June 30, 2018, respectively. Our liquidity could be reduced if a significant amount of certificates of deposit maturing within
a short period were not renewed. At June 30, 2019 and June 30, 2018, certificates of deposit maturing within one year were $1.49
billion and $1.12 billion, respectively. Historically, a significant portion of the certificates of deposit remain with us after they mature
and we believe that this will continue.
23
At June 30, 2019, $1.32 billion or 59.8% of our certificates of deposit were certificates of $100,000 or more compared to $1.15
billion or 57.0% at June 30, 2018. The general level of market interest rates and money market conditions significantly influence
deposit inflows and outflows. The effects of these factors are particularly pronounced on deposit accounts with larger balances. In
particular, certificates of deposit with balances of $100,000 or greater are traditionally viewed as being a more volatile source of
funding than comparatively lower balance certificates of deposit or non-maturity transaction accounts. In order to retain certificates of
deposit with balances of $100,000 or more, we may have to pay a premium rate, resulting in an increase in our cost of funds. In a
rising rate environment, we may be unwilling or unable to pay a competitive rate. To the extent that such deposits do not remain with
us, they may need to be replaced with wholesale funding, which could increase our cost of funds and negatively impact our interest
rate spread and our financial condition.
The following table sets forth the distribution of average deposits for the periods indicated and the weighted average nominal
interest rates for each period on each category of deposits presented:
2019
Percent
of Total
Deposits
Weighted
Average
Nominal
Rate
Average
Balance
For the Years Ended June 30,
2018
Percent
of Total
Deposits
Weighted
Average
Nominal
Rate
Average
Balance
(Dollars In Thousands)
2017
Percent
of Total
Deposits
Weighted
Average
Nominal
Rate
Average
Balance
Non-interest-bearing deposits
Interest-bearing demand
Savings and clubs
Certificates of deposit
$ 312,169
7.68 %
- % $ 281,262
8.67 %
- % $ 249,693
8.98 %
- %
796,815 19.60
761,203 18.73
2,194,513 53.99
1.02
0.55
1.83
896,695 27.64
569,777 17.56
1,496,743 46.13
0.82
0.17
1.42
769,767 27.68
519,506 18.68
1,241,958 44.66
0.66
0.13
1.32
Total deposits
$4,064,700 100.00 %
1.29 % $3,244,477 100.00 %
0.91 % $2,780,924 100.00 % 0.80 %
The following table sets forth certificates of deposit classified by interest rate as of the dates indicated:
Interest Rate
0.00 - 0.99%
1.00 - 1.99%
2.00 - 2.99%
3.00 - 3.99%
Total certificates of deposit
2019
At June 30,
2018
(In Thousands)
2017
$
$
$
66,109
604,162
1,506,221
27,965
$
185,765
1,272,580
552,459
5,834
327,358
782,920
174,792
5,882
2,204,457
$
2,016,638
$
1,290,952
The following table shows the amount of certificates of deposit of $100,000 or more by time remaining until maturity as of the
dates indicated:
Maturity Period
Within three months
Three through six months
Six through twelve months
Over twelve months
Total certificates of deposit
2019
At June 30,
2018
(In Thousands)
2017
$
$
$
300,464
363,801
243,061
410,220
$
134,479
115,748
370,853
528,709
102,373
60,396
163,958
404,182
1,317,546
$
1,149,789
$
730,909
24
The following table sets forth the amount and maturities of certificates of deposit at June 30, 2019:
Within
One Year
Over One
Year to
Two Years
Over Two
Years to
Three
Years
At June 30, 2019
Over
Three
Years to
Four Years
(In Thousands)
Over Four
Years to
Five Years
Over Five
Years
Total
Interest Rate
0.00 - 0.99%
1.00 - 1.99%
2.00 - 2.99%
3.00 - 3.99%
$
61,296 $
413,695
1,011,457
-
4,660 $
153 $
- $
- $
102,247
384,345
22,280
71,712
29,512
-
5,783
63,598
-
9,422
17,211
-
- $
66,109
604,162
1,506,221
27,965
1,303
98
5,685
Total certificates of deposit
$ 1,486,448 $
513,532 $
101,377 $
69,381 $
26,633 $
7,086 $ 2,204,457
Borrowings. The sources of wholesale funding we utilize include borrowings in the form of advances from the FHLB as well as
other forms of borrowings. We generally use wholesale funding to manage our exposure to interest rate risk and liquidity risk in
conjunction with our overall asset/liability management process. Toward that end, FHLB advances are primarily utilized to extend the
effective duration of funding to partially offset the interest rate risk presented by our investment in longer-term fixed-rate loans and
mortgage-backed securities. Extending the effective duration of funding may be achieved by simply utilizing fixed-rate borrowings
with longer terms to maturity. Alternately, we may utilize derivatives in conjunction with either short-term fixed-rate or floating-rate
borrowings to extend the effective duration of those funding sources.
Advances from the FHLB are typically secured by our FHLB capital stock and certain investment securities as well as
residential and multi-family mortgage loans that we choose to utilize as collateral for such borrowings. Additional information
regarding our FHLB advances is included under Note 12 to the audited consolidated financial statements.
Short-term FHLB advances generally have original maturities of less than one year and may also include overnight borrowings
which we may utilize to address short term funding needs, where applicable. At June 30, 2019, we had a total $825.0 million of short-
term FHLB advances at a weighted average interest rate of 2.54%. Such advances represented 90-day FHLB term advances that are
generally forecasted to be periodically redrawn at maturity for the same term as the original advance. Based on this presumption, we
utilized interest rate swaps to effectively extend the duration of each of these advances at the time they were drawn to effectively fix
their cost for periods of up to five years.
Long-term advances generally include term advances with original maturities of greater than one year. At June 30, 2019, our
outstanding balance of long-term FHLB advances totaled $462.6 million at a weighted average interest rate of 2.54%. Such advances
included $145.0 million of callable advances at a weighted average interest rate of 3.04%, $317.4 million non-callable, term advances
at a weighted average interest rate of 2.31% and an amortizing advance of $246,000 at an interest rate of 4.94%.
Our FHLB advances mature as follows:
By remaining period to maturity:
Less than one year
One to two years
Two to three years
Three to four years
Four to five years
Greater than five years
Total advances
Fair value adjustments
Total advances, net of
fair value adjustments
2019
At June 30,
2018
(In Thousands)
2017
$
$
873,400
64,046
62,700
155,000
22,500
110,000
1,287,646
(4,435)
$
741,000
48,400
64,160
35,700
155,000
132,500
1,176,760
(6,616)
$
1,283,211
$
1,170,144
$
630,225
-
-
469
-
145,000
775,694
2
775,696
25
Based upon the market value of investment securities and mortgage loans that are posted as collateral for FHLB advances at
June 30, 2019, we are eligible to borrow up to an additional $1.5 billion of advances from the FHLB as of that date. We are further
authorized to post additional collateral in the form of other unencumbered investments securities and eligible mortgage loans that may
expand our borrowing capacity with the FHLB up to 30% of our total assets. Additional borrowing capacity up to 50% of our total
assets may be authorized with the approval of the FHLB’s Board of Directors or Executive Committee.
The balance of borrowings at June 30, 2019 also included overnight borrowings in the form of depositor sweep accounts totaling
$8.8 million. Depositor sweep accounts are short-term borrowings representing funds that are withdrawn from a customer’s non-
interest bearing deposit account and invested in an uninsured overnight investment account that is collateralized by specified
investment securities owned by Kearny Bank. Borrowings at June 30, 2019 also included other overnight borrowings totaling $30.0
million.
Interest Rate Derivatives and Hedging
We utilize derivative instruments in the form of interest rate swaps to hedge our exposure to interest rate risk in conjunction
with our overall asset/liability management process. In accordance with accounting requirements, we formally designate all of our
hedging relationships as either fair value hedges, intended to offset the changes in the value of certain financial instruments due to
movements in interest rates, or cash flow hedges, intended to offset changes in the cash flows of certain financial instruments due to
movement in interest rates, and documents the strategy for undertaking the hedge transactions and its method of assessing ongoing
effectiveness.
At June 30, 2019, our derivative instruments were comprised entirely of interest rate swaps with total notional amounts of
$375.0 million, $300.0 million and $150.0 million respectively, with Bank of Montreal, Wells Fargo Bank, N.A. and PNC Bank,
serving as the counterparties to the transactions. These instruments are intended to manage the interest rate exposure relating to
certain wholesale funding positions that were outstanding at June 30, 2019.
Additional information regarding our use of interest rate derivatives and our hedging activities is presented in Note 1 and Note
13 to the audited consolidated financial statements.
Subsidiary Activity
At June 30, 2019, Kearny Bank was the only wholly-owned operating subsidiary of Kearny Financial Corp. As of that date,
Kearny Bank had two wholly-owned subsidiaries: KFS Financial Services, Inc. and CJB Investment Corp.
KFS Financial Services, Inc. is a service corporation subsidiary originally organized for selling insurance products to Kearny
Bank customers and the general public through a third party networking arrangement. KFS Financial Services, Inc. has one wholly-
owned subsidiary, KFS Insurance Services, Inc., that was created for the primary purpose of acquiring insurance agencies. Both KFS
Financial Services Inc. and KFS Insurance Services, Inc. were considered inactive through the three-year period ended June 30, 2019.
CJB Investment Corp. is a New Jersey Investment Company and remained active through the three-year period ended June 30,
2019.
Personnel
As of June 30, 2019, we had 524 full-time employees and 41 part-time employees equating to a total of 545 full-time equivalent
employees. As of June 30, 2018, we had 520 full-time employees and 45 part-time employees equating to a total of 543 full-time
equivalent employees. None of our employees are covered by a collective bargaining agreement and we consider our relationship
with our employees to be good.
26
REGULATION
General
Kearny Bank and Kearny Financial operate in a highly regulated industry. This regulation establishes a comprehensive
framework of activities in which a savings and loan holding company and New Jersey savings bank may engage and is intended
primarily for the protection of the deposit insurance fund and depositors. Set forth below is a brief description of certain laws that
relate to the regulation of Kearny Bank and Kearny Financial. The description does not purport to be complete and is qualified in its
entirety by reference to applicable laws and regulations.
Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the
imposition of restrictions on the operation of an institution and its holding company, the classification of assets by the institution and
the adequacy of an institution’s allowance for loan losses. Any change in such regulation and oversight, whether in the form of
regulatory policy, regulations, or legislation, including changes in the regulations governing savings and loan holding companies,
could have a material adverse impact on Kearny Financial, Kearny Bank and their operations. The adoption of regulations or the
enactment of laws that restrict the operations of Kearny Bank and/or Kearny Financial or impose burdensome requirements upon one
or both of them could reduce their profitability and could impair the value of Kearny Bank’s franchise, resulting in negative effects on
the trading price of our common stock.
Regulation of Kearny Bank
Kearny Bank was formerly a federal savings bank. On June 29, 2017, it converted its charter to that of a nonmember New
Jersey savings bank regulated by the NJDBI and the FDIC.
General. As a nonmember New Jersey savings bank with deposits insured by the FDIC, Kearny Bank is subject to extensive
regulation. The regulatory structure gives the agencies authority’s widespread discretion in connection with their supervisory and
enforcement activities and examination policies, including policies regarding the classification of assets and the level of the allowance
for loan losses. The activities of New Jersey savings banks are subject to extensive regulation including restrictions or requirements
with respect to loans to one borrower, dividends, permissible investments and lending activities, liquidity, transactions with affiliates
and community reinvestment. New Jersey savings banks are also subject to reserve requirements imposed by the Federal Reserve
Board. Both state and federal law regulate a savings bank’s relationship with its depositors and borrowers, especially in such matters
as the ownership of savings accounts and the form and content of Kearny Bank’s mortgage documents.
Kearny Bank must file reports with the NJDBI and FDIC concerning its activities and financial condition and obtain regulatory
approvals prior to entering into certain transactions such as establishing new branches and mergers with or acquisitions of other
financial institutions. The NJDBI and FDIC regularly examine Kearny Bank and prepare reports to Kearny Bank’s Board of Directors
on deficiencies, if any, found in its operations. The agencies have substantial discretion to take enforcement action with respect to an
institution that fails to comply with applicable regulatory requirements or engages in violations of law or unsafe and unsound
practices. Such actions can include, among others, the issuance of a cease and desist order, assessment of civil money penalties,
removal of officers and directors and the appointment of a receiver or conservator.
Activities and Powers. Kearny Bank derives its lending, investment and other powers primarily from the applicable provisions
of the New Jersey Banking Act and the related regulations. Under these laws and regulations, New Jersey savings banks, including
Kearny Bank, generally may invest in real estate mortgages; consumer and commercial loans; specific types of debt securities,
including certain corporate debt securities and obligations of federal, state and local governments and agencies; certain types of
corporate equity securities and certain other assets.
A savings bank may also invest pursuant to a leeway power that permits investments not otherwise permitted by the New Jersey
Banking Act. Leeway investments must comply with a number of limitations on the individual and aggregate amounts of leeway
investments. New Jersey savings banks may also exercise those powers, rights, benefits or privileges authorized for national banks,
federal savings banks or federal savings associations, or their subsidiaries. New Jersey savings banks may exercise powers, rights,
benefits and privileges of out-of-state banks, savings banks and savings associations, or their subsidiaries, provided that prior approval
by the NJDBI is required before exercising any such power, right, benefit or privilege. The exercise of these lending, investment and
activity powers is further limited by federal law and the related regulations. See “—Activity Restrictions on State-Chartered Banks”
below.
Activity Restrictions on State-Chartered Banks. Federal law and FDIC regulations generally limit the activities as principal
and equity investments of state-chartered FDIC insured banks and their subsidiaries to those permissible for national banks and their
subsidiaries, unless such activities and investments are specifically exempted by law or approved by the FDIC.
27
Before engaging as principal in a new activity that is not permissible for a national bank or otherwise permissible under federal
law or FDIC regulations, an insured bank must seek approval from the FDIC, subject to certain specified exceptions. The FDIC will
not approve the activity unless the bank meets its minimum capital requirements and the FDIC determines that the activity does not
present a significant risk to the FDIC’s Deposit Insurance Fund. Certain activities of subsidiaries that are engaged in activities
permitted for national banks only through a financial subsidiary are subject to additional restrictions. Equity investments by state
banks are generally limited to those permissible for national banks subject to certain exceptions.
Federal Deposit Insurance. Kearny Bank’s deposits are insured to applicable limits by the FDIC. The general maximum
deposit insurance amount is $250,000 per depositor.
The FDIC assesses insured depository institutions to maintain the Deposit Insurance Fund. Under the FDIC’s risk-based
assessment system, institutions deemed less risky pay lower assessments. Assessments for institutions of less than $10 billion of
assets, such as Kearny Bank, are now based on financial measures and supervisory ratings derived from statistical modeling estimating
the probability of failure of an institution’s failure within three years. That system, effective July 1, 2016, replaced the previous
system under which institutions were placed into risk categories.
Federal legislation required the FDIC to revise its procedures to base assessments upon each insured institution’s total assets less
tangible equity instead of deposits. The FDIC finalized a rule, effective April 1, 2011, that set the assessment range at 2.5 to 45 basis
points of total assets less tangible equity. In conjunction with the Deposit Insurance Fund’s reserve ratio achieving 1.15%, the
assessment range was reduced for insured institutions of less than $10 billion of total assets to 1.5 basis points to 30 basis points,
effective July 1, 2016.
Federal legislation increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to
1.35% of estimated insured deposits. The FDIC was required to achieve the 1.35% ratio by September 30, 2020. The law requires
insured institutions with assets of $10 billion or more to fund the increase from 1.15% to 1.35% and, effective July 1, 2016, such
institutions were subjected to a surcharge to achieve that goal. The 1.35% ratio was reached effective September 30, 2018. As a
result, the surcharges ceased and institutions with less than $10 billion of assets received credits for assessment payments made that
contributed to achieving the 1.35% ratio. The legislation eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion
of the FDIC, and the FDIC has exercised that discretion by establishing a long-range fund ratio of 2.0%.
In addition to the FDIC assessments, the Financing Corporation (“FICO”) is authorized to impose and collect assessments for
anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal
Savings and Loan Insurance Corporation. For the quarter ended June 30, 2019, the annualized FICO assessment was equal to 0.12
basis point of total assets less tangible capital. The final FICO bonds are scheduled to mature in 2019.
The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the
operating expenses and results of operations of Kearny Bank. Management cannot predict what assessment rates will be in the future.
Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound
practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or
condition imposed by the FDIC. We do not currently know of any practice, condition or violation that may lead to termination of our
deposit insurance.
Regulatory Capital Requirements. FDIC regulations require nonmember banks to meet several minimum capital standards: a
common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to
risk-based assets of 8%, and a 4% Tier 1 capital to total assets leverage ratio. The present capital requirements were effective January
1, 2015 and represent increased standards over the previous requirements. The current requirements implement recommendations of
the Basel Committee on Banking Supervision and certain requirements of federal law.
The capital standards require the maintenance of common equity Tier 1 capital, Tier 1 capital and total capital to risk-weighted
assets of at least 4.5%, 6% and 8%, respectively, and a leverage ratio of at least 4% Tier 1 capital. Common equity Tier 1 capital is
generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1
and additional Tier 1 capital. Additional Tier 1 capital includes certain noncumulative perpetual preferred stock and related surplus
and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1
capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting
specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible
securities, intermediate preferred stock and subordinated debt.
28
Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets
and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income, up
to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Calculation of all
types of regulatory capital is subject to deductions and adjustments specified in the regulations.
In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, all assets, including
certain off-balance sheet assets are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent
in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk
weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten
first lien one- to four-family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight
of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to equity interests depending on
certain specified factors.
In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain
discretionary bonus payments to management if the institution does not hold a capital conservation buffer consisting of 2.5% of
common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital
requirements. The capital conservation buffer requirement was phased in beginning January 1, 2016 at 0.625% of risk-weighted
assets and increasing each year until fully implemented at 2.5% on January 1, 2019.
In assessing an institution’s capital adequacy, the FDIC takes into consideration, not only these numeric factors, but qualitative
factors as well, and has the authority to establish higher capital requirements for individual institutions where deemed necessary. The
Economic Growth, Regulatory Relief, and Consumer Protection Act enacted in May 2018 requires the federal banking agencies,
including the FDIC, to establish for banks with assets of less than $10 billion of assets a community bank leverage ratio (the ratio of a
bank’s tangible equity capital to average total consolidated assets) of 8 to 10%. A qualifying community bank with capital meeting
the specified requirement and electing to follow the alternative framework will be considered to meet all applicable regulatory capital
requirements including the risk-based requirements. The establishment of the community bank leverage ratio is subject to notice and
comment rulemaking by the federal regulators and the regulators proposed a 9% community bank leverage ratio in February 2019.
Prompt Corrective Regulatory Action. Federal law requires that federal bank regulatory authorities take prompt corrective
action with respect to institutions that do not meet minimum capital requirements. For these purposes, the law establishes five capital
categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.
The FDIC has adopted regulations to implement the prompt corrective action legislation. The regulations were amended to
incorporate the previously mentioned increased regulatory capital standards that were effective January 1, 2015. An institution is
deemed to be well capitalized if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or
greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is adequately
capitalized if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage
ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is undercapitalized if it has a total risk-
based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common
equity Tier 1 ratio of less than 4.5%. An institution is deemed to be significantly undercapitalized if it has a total risk-based capital
ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1
ratio of less than 3.0%. An institution is considered to be critically undercapitalized if it has a ratio of tangible equity (as defined in the
regulations) to total assets that is equal to or less than 2.0%. The previously referenced 2018 legislation provides that qualifying banks
that elect and comply with the community bank leverage ratio (when established by the regulatory agencies) will be considered well-
capitalized under the prompt corrective action regulations.
Undercapitalized banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to
submit a capital restoration plan. A bank’s compliance with such a plan must be guaranteed by any company that controls the
undercapitalized institution in an amount equal to the lesser of 5% of the institution’s total assets when deemed undercapitalized or the
amount necessary to achieve the status of adequately capitalized. If an undercapitalized bank fails to submit an acceptable plan, it is
treated as if it is significantly undercapitalized. Significantly undercapitalized banks must comply with one or more of a number of
additional measures, including, but not limited to, a required sale of sufficient voting stock to become adequately capitalized, a
requirement to reduce total assets, cessation of taking deposits from correspondent banks, the dismissal of directors or officers and
restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding
company. Critically undercapitalized institutions are subject to additional measures including, subject to a narrow exception, the
appointment of a receiver or conservator within 270 days after it obtains such status. These actions are in addition to other
discretionary supervisory or enforcement actions that the FDIC may take.
29
Dividend Limitations. Federal regulations impose various restrictions or requirements on Kearny Bank to pay dividends to
Kearny Financial. An institution that is a subsidiary of a savings and loan holding company, such as Kearny Bank, must file notice
with the Federal Reserve Board at least thirty days before paying a dividend. The Federal Reserve Board may disapprove a notice if:
(i) the savings institution would be undercapitalized following the capital distribution; (ii) the proposed capital distribution raises
safety and soundness concerns; or (iii) the capital distribution would violate a prohibition contained in any statute, regulation,
enforcement action or agreement or condition imposed in connection with an application.
New Jersey law specifies that no dividend may be paid if the dividend would impair the capital stock of the savings bank. In
addition, no dividend may be paid unless the savings bank would, after payment of the dividend, have a surplus of at least 50% of its
capital stock (or if the payment of dividend would not reduce surplus).
Transactions with Related Parties. Transactions between a savings institution (and, generally, its subsidiaries) and its related
parties or affiliates are limited by Sections 23A and 23B of the Federal Reserve Act. An affiliate of an institution is any company or
entity that controls, is controlled by or is under common control with the institution. In a holding company context, the parent holding
company and any companies which are controlled by such parent holding company are affiliates of the institution. Generally, Section
23A of the Federal Reserve Act limits the extent to which the institution or its subsidiaries may engage in covered transactions with
any one affiliate to 10% of such institution’s capital stock and surplus and contain an aggregate limit on all such transactions with all
affiliates to an amount equal to 20% of such institution’s capital stock and surplus. The term covered transaction includes an extension
of credit, purchase of assets, issuance of a guarantee or letter of credit and similar transactions. In addition, loans or other extensions
of credit by the institution to the affiliate are required to be collateralized in accordance with specified requirements. The law also
requires that affiliate transactions be on terms and conditions that are substantially the same, or at least as favorable to the institution,
as those provided to non-affiliates.
Kearny Bank’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities
controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and
Regulation O of the Federal Reserve Board. Among other things and subject to certain exceptions, these provisions generally require
that extensions of credit to insiders:
(cid:129)
(cid:129)
be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent
than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal
risk of repayment or present other unfavorable features; and
not to exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate,
which limits are based, in part, on the amount of Kearny Bank’s capital.
In addition, extensions of credit in excess of certain limits must be approved by Kearny Bank’s Board of Directors. Extensions
of credit to executive officers are subject to additional limits based on the type of extension involved.
Community Reinvestment Act. Under the Community Reinvestment Act (the “CRA”), every insured depository institution,
including Kearny Bank, has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit
needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending
requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and
services that it believes are best suited to its particular community. The CRA requires the FDIC to assess the depository institution’s
record of meeting the credit needs of its community and to consider such record in its evaluation of certain applications by such
institution, such as a merger or the establishment of a branch office by Kearny Bank. The FDIC may use an unsatisfactory CRA
examination rating as the basis for the denial of an application. Kearny Bank received a satisfactory CRA rating from its primary
federal regulator, the FDIC, in its most recent CRA examination.
Federal Home Loan Bank System. Kearny Bank is a member of the FHLB of New York, which is one of eleven regional
Federal Home Loan Banks. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded
primarily from funds deposited by financial institutions and proceeds derived from the sale of consolidated obligations of the FHLB
System. It makes loans to members pursuant to policies and procedures established by the Board of Directors of the FHLB.
As a member, Kearny Bank is required to purchase and maintain stock in the FHLB of New York in specified amounts. The
FHLB imposes various limitations on advances such as limiting the amount of certain types of real estate related collateral and
limiting total advances to a member.
The FHLB of New York may pay periodic dividends to members. These dividends are affected by factors such as the FHLB’s
operating results and statutory responsibilities that may be imposed such as providing certain funding for affordable housing and
30
interest subsidies on advances targeted for low- and moderate-income housing projects. The payment of such dividends or any
particular amount cannot be assumed.
Other Laws and Regulations
Interest and other charges collected or contracted for by Kearny Bank are subject to state usury laws and federal laws
concerning interest rates. Kearny Bank’s operations are also subject to federal laws (and their implementing regulations) applicable to
credit transactions, such as the:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;
Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for one- to four-family residential real
estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account
practices, and prohibiting certain practices that increase the cost of settlement services;
Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public
officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the
community it serves;
Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in
extending credit;
Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;
Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and
Truth in Savings Act, prescribing disclosure and advertising requirements with respect to deposit accounts.
The operations of Kearny Bank also are subject to the:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and
prescribes procedures for complying with administrative subpoenas of financial records;
Electronic Funds Transfer Act and Regulation E promulgated thereunder, governing automatic deposits to and
withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines
and other electronic banking services;
Check Clearing for the 21st Century Act (also known as “Check 21”), which gives substitute checks, such as digital check
images and copies made from that image, the same legal standing as the original paper check;
USA PATRIOT Act, which requires institutions operating to, among other things, establish broadened anti-money
laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money
laundering. Such required compliance programs are intended to supplement existing compliance requirements, also
applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control regulations; and
Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial
institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions
offering financial products or services to retail customers to provide such customers with the financial institution’s privacy
policy and provide such customers the opportunity to opt out of the sharing of certain personal financial information with
unaffiliated third parties.
Regulation of Kearny Financial
General. Kearny Financial is a savings and loan holding company within the meaning of federal law. Kearny Financial
maintained its savings and loan holding company status (rather than becoming a bank holding company), notwithstanding the
conversion of Kearny Bank to a New Jersey savings bank charter, by exercising an election available to it under federal law. Kearny
Bank is required to file reports with, and is subject to regulation and examination by, the Federal Reserve Board. Kearny Financial
must also obtain regulatory approval from the Federal Reserve Board before engaging in certain transactions, such as mergers with or
acquisitions of other financial institutions.
In addition, the Federal Reserve Board has enforcement authority over Kearny Financial and any non-depository subsidiaries.
This permits the Federal Reserve Board to restrict or prohibit activities that are determined to pose a serious risk to Kearny Bank.
This regulation is intended primarily for the protection of the depositors and not for the benefit of stockholders of Kearny Financial.
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The Federal Reserve Board has indicated that, to the greatest extent possible taking into account any unique characteristics of
savings and loan holding companies and the requirements of federal law, its approach is to apply to savings and loan holding
companies its supervisory approach to the supervision of bank holding companies. The stated objective of the Federal Reserve Board
is to ensure the savings and loan holding company and its non-depository subsidiaries are effectively supervised, can serve as a source
of strength for, and do not threaten the safety and soundness of, the subsidiary depository institutions.
Nonbanking Activities. As a savings and loan holding company, Kearny Financial Bancorp is permitted to engage in those
activities permissible for financial holding companies (if certain criteria are met and an election is submitted) and for multiple savings
and loan holding companies. A financial holding company may engage in activities that are financial in nature, including underwriting
equity securities and insurance, as well as activities that are incidental to financial activities or complementary to a financial activity.
A multiple savings and loan holding company is generally limited to activities permissible for bank holding companies under
Section 4(c)(8) of the Bank Holding Company Act and certain additional activities authorized by federal regulations, subject to the
approval of the Federal Reserve Board.
Mergers and Acquisitions. Kearny Financial must obtain approval from the Federal Reserve Board before acquiring, directly or
indirectly, more than 5% of the voting stock of another savings institution or savings and loan holding company or acquiring such an
institution or holding company by merger, consolidation, or purchase of its assets. Federal law also prohibits a savings and loan
holding company from acquiring more than 5% of a company engaged in activities other than those authorized for savings and loan
holding companies by federal law or acquiring or retaining control of a depository institution that is not insured by the FDIC. In
evaluating an application for Kearny Financial to acquire control of a savings institution, the Federal Reserve Board considers factors
such as the financial and managerial resources and future prospects of Kearny Financial and the target institution, the effect of the
acquisition on the risk to the deposit insurance fund, the convenience and the needs of the community and competitive factors.
Consolidated Capital Requirements. Savings and loan holding companies had historically not been subjected to consolidated
regulatory capital requirements. Federal legislation, however, required the Federal Reserve Board to promulgate consolidated capital
requirements for bank and savings and loan holding companies that are no less stringent, both quantitatively and in terms of
components of capital, than those applicable to their subsidiary depository institutions. Instruments such as cumulative preferred
stock and trust-preferred securities, which were previously includable as Tier 1 capital (within limit) by bank holding companies, were
no longer includable as Tier 1 capital, subject to certain grandfathering. The previously discussed final rule regarding regulatory
capital requirements implemented the legislative directives as to holding company capital requirements. Currently, consolidated
regulatory capital requirements identical to those applicable to the subsidiary depository institutions apply to savings and loan holding
companies with $3 billion or more of assets, including Kearny Financial.
Source of Strength Doctrine; Dividends. Federal law extended the source of strength doctrine, which has long applied to bank
holding companies, to savings and loan holding companies. The Federal Reserve Board has promulgated regulations implementing the
source of strength policy, which requires holding companies to act as a source of strength to their subsidiary depository institutions by
providing capital, liquidity and other support in times of financial distress. Further, the Federal Reserve Board has issued a policy
statement regarding the payment of dividends by bank holding companies that it has also applied to savings and loan holding
companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate
of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall
financial condition. Regulatory guidance provides for prior consultation with Federal Reserve supervisory staff as to dividends in
certain circumstances such as where net income for the past four quarters, net of dividends previously paid over that period, is
insufficient to fully fund the dividend or the overall rate of earnings retention is inconsistent with capital needs and overall financial
condition. The ability of a holding company to pay dividends may be restricted if a subsidiary depository institution becomes
undercapitalized. In addition, a subsidiary institution of a savings and loan holding company must file prior notice with the Federal
Reserve Board, and receive its non-objection, before paying dividends to the parent savings and loan holding company. Federal
Reserve Board guidance also provides for regulatory review of certain stock redemption and repurchase proposals by holding
companies. These regulatory policies could affect the ability of Kearny Financial to pay dividends, engage in stock redemptions or
repurchases or otherwise engage in capital distributions.
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Qualified Thrift Lender Test. In order for Kearny Financial to be regulated by the Federal Reserve Board as a savings and loan
holding company (rather than as a bank holding company), Kearny Bank must remain a qualified thrift lender under applicable law or
satisfy the domestic building and loan association test under the Internal Revenue Code. Under the qualified thrift lender test, an
institution is generally required to maintain at least 65% of its portfolio assets (total assets less: (i) specified liquid assets up to 20% of
total assets; (ii) intangible assets, including goodwill; and (iii) the value of property used to conduct business) in certain qualified thrift
investments (primarily residential mortgages and related investments, including certain mortgage-backed and related securities) in at
least nine months out of each 12 month period.
Acquisition of Control. Under the federal Change in Bank Control Act, a notice must be submitted to the Federal Reserve
Board if any person (including a company), or group acting in concert, seeks to acquire control of a savings and loan holding
company. An acquisition of control can occur upon the acquisition of 10% or more of a class of voting stock of a savings and loan
holding company or as otherwise defined by the Federal Reserve Board. Under the Change in Bank Control Act, the Federal Reserve
Board has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and
managerial resources of the acquirer and the anti-trust effects of the acquisition. Any company that so acquires control is then subject
to regulation as a savings and loan holding company. The approval of the NJDBI would also be necessary for the acquisition of 25%
of a class of voting stock or control as otherwise defined under New Jersey law.
Item 1A. Risk Factors
An investment in our securities is subject to risks inherent in our business and the industry in which we operate. Before making
an investment decision, you should carefully consider the risks and uncertainties described below and all other information included
in this Annual Report on Form 10-K. The risks described below may adversely affect our business, financial condition and operating
results. In addition to these risks and any other risks or uncertainties described in “Item 1. Business—Forward-Looking Statements”
and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” there may be additional
risks and uncertainties that are not currently known to us or that we currently deem to be immaterial that could materially and
adversely affect our business, financial condition or operating results. The value or market price of our securities could decline due to
any of these identified or other risks. Past financial performance may not be a reliable indicator of future performance, and historical
trends should not be used to anticipate results or trends in future periods.
Changes in interest rates or the shape of the yield curve may adversely affect our profitability and financial condition.
We derive our income mainly from the difference or spread between the interest earned on loans, securities and other interest-
earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. In general, the larger the spread, the more
we earn. When market rates of interest change, the interest we receive on our assets and the interest we pay on our liabilities will
fluctuate. This can cause decreases in our spread and can adversely affect our income. From an interest rate risk perspective, we have
generally been liability sensitive, which indicates that liabilities re-price faster than assets.
Over the past several years the Federal Reserve Board’s Federal Open Market Committee increased its federal funds rate target
from a range of 0.00% - 0.25% to a range of 2.25% - 2.50%, which was in place at June 30, 2019. In response to increases in the
federal funds rate short-term rates, such as the cost of deposits and overnight borrowings, have risen while long-term rates on loans
and investments have risen to a lesser extent, resulting in a flattening of the yield curve. As a result of the flattening of the yield
curve, coupled with our liability sensitivity, our net interest rate spread and net interest margin are at risk of being reduced due to
potential increases in our cost of funds that may outpace any increases in our yield on interest-earning assets.
Interest rates also affect how much money we lend. For example, when interest rates rise, the cost of borrowing increases and
loan originations tend to decrease. In addition, changes in interest rates can affect the average life of loans and securities. For example,
a reduction in interest rates generally results in increased prepayments of loans and mortgage-backed securities, as borrowers
refinance their debt in order to reduce their borrowing cost. This causes reinvestment risk, because we generally are not able to
reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities in a declining rate
environment.
Changes in market interest rates also impact the value of our interest-earning assets and interest-bearing liabilities as well as the
value of our derivatives portfolios. In particular, the unrealized gains and losses on securities available for sale and changes in the fair
value of interest rate derivatives serving as cash flows hedges are reported, net of tax, in accumulated other comprehensive income
which is a component of stockholders’ equity. Consequently, declines in the fair value of these instruments resulting from changes in
market interest rates may adversely affect stockholders’ equity.
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If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease.
We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our
borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining
the required amount of the allowance for loan losses, we evaluate certain loans individually and establish loan loss allowances for
specifically identified impairments. For all non-impaired loans, including those not individually reviewed, we estimate losses and
establish loan loss allowances based upon historical and environmental loss factors. If the assumptions used in our calculation
methodology are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting
in further additions to our allowance. Our allowance for loan losses was 0.70% of total loans at June 30, 2019 and significant additions
to our allowance could materially decrease our net income.
In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our provision for
loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by
these regulatory authorities might have a material adverse effect on our financial condition and results of operations.
Our acquisitions, and the integration of acquired businesses, subject us to various risks and may not result in all of the cost
savings and benefits anticipated, which could adversely affect our financial condition or results of operations.
We have in the past, and may in the future, seek to grow our business by acquiring other businesses. There is risk that our
acquisitions may not have the anticipated positive results, including results relating to: correctly assessing the asset quality of the
assets being acquired; the total cost and time required to complete the integration successfully; being able to profitably deploy funds
acquired in an acquisition; or the overall performance of the combined entity.
Acquisitions may also result in business disruptions that could cause customers to remove their accounts from us and move their
business to competing financial institutions. It is possible that the integration process related to acquisitions could result in the
disruption of our ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect our
ability to maintain relationships with clients, customers, and employees. The loss of key employees in connection with an acquisition
could adversely affect our ability to successfully conduct our business. Acquisition and integration efforts could divert management
attention and resources, which could have an adverse effect on our financial condition and results of operations. Additionally, the
operation of the acquired branches may adversely affect our existing profitability, and we may not be able to achieve results in the
future similar to those achieved by the existing banking business or manage growth resulting from the acquisition effectively.
A new accounting standard will likely require us to increase our allowance for loan losses and may have a material adverse
effect on our financial condition and results of operations.
The Financial Accounting Standards Board has adopted a new accounting standard that will be effective for us for our first fiscal
year after December 15, 2019. This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions
to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for
loan losses. This will change the current method of providing allowances for loan losses that are probable, which would likely require
us to increase our allowance for loan losses, and to greatly increase the types of data we would need to collect and review to determine
the appropriate level of the allowance for loan losses. Any increase in our allowance for loan losses or expenses incurred to determine
the appropriate level of the allowance for loan losses may have a material adverse effect on our financial condition and results of
operations.
A significant portion of our assets consists of investment securities, which generally have lower yields than loans, and we
classify a significant portion of our investment securities as available for sale, which creates potential volatility in our equity
and may have an adverse impact on our net income.
As of June 30, 2019, our securities portfolio totaled $1.29 billion, or 19.5% of our total assets. Investment securities typically
have lower yields than loans. For the year ended June 30, 2019, the weighted average yield of our investment securities portfolio was
3.07%, as compared to 4.12% for our loan portfolio. Accordingly, our net interest margin is lower than it would have been if a higher
proportion of our interest-earning assets consisted of loans. Additionally, at June 30, 2019, $714.3 million, or 55.3% of our investment
securities, are classified as available for sale and reported at fair value with unrealized gains or losses excluded from earnings and
reported in other comprehensive income, which affects our reported equity. Accordingly, given the significant size of the investment
securities portfolio classified as available for sale and due to possible mark-to-market adjustments of that portion of the portfolio
resulting from market conditions, we may experience greater volatility in the value of reported equity. Moreover, given that we
actively manage our investment securities portfolio classified as available for sale, we may sell securities which could result in a
realized loss, thereby reducing our net income.
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Our loan portfolio contains a significant portion of loans that are unseasoned. It is difficult to evaluate the future performance
of unseasoned loans.
Our loan portfolio has grown to $4.68 billion at June 30, 2019, from $2.10 billion at June 30, 2015. This increase reflects the
acquisition of Clifton coupled with increases in commercial loans resulting from internal loan originations, as well as purchases and
participations in loans originated by other financial institutions. It is difficult to assess the future performance of these loans recently
added to our portfolio because our relatively limited experience with such loans does not provide us with a significant payment history
from which to evaluate future collectability. These loans may experience higher delinquency or charge-off levels than our historical
loan portfolio experience, which could adversely affect our future performance.
Our increased commercial lending exposes us to additional risk.
Our commercial loans have increased to 69.4% of total loans at June 30, 2019 from 67.3% of total loans at June 30, 2015. Our
commercial lending operations include commercial mortgage loans, comprising multi-family loans and non-residential mortgage
loans, commercial business loans as well as construction loans. We intend to continue increasing commercial lending as part of our
ongoing transition from a traditional thrift to a full-service community bank. We have increased our commercial lending staff and
continue to seek additional commercial lenders to help grow the commercial loan portfolio. Our increased commercial lending,
however, exposes us to greater risks than one- to four-family residential lending. Unlike single-family, owner-occupied residential
mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and
other income and are secured by real property whose value tends to be more easily ascertainable and realizable, the repayment of
commercial loans typically is dependent on the successful operation and income stream of the borrower, which can be significantly
affected by economic conditions, and are secured, if at all, by collateral that is more difficult to value or sell or by collateral which
may depreciate in value. In addition, commercial loans generally carry larger balances to single borrowers or related groups of
borrowers than one- to four-family mortgage loans, which increases the financial impact of a borrower’s default.
The risk exposure from our increased commercial lending is also a function of the markets in which we operate. Our
commercial lending activity is generally focused on borrowers domiciled, and real estate located, within the states of New Jersey and
New York. Regional risk factors and changes to local laws and regulations, including changes to rent regulations or foreclosure laws,
may present greater risk than a more geographically diversified portfolio.
Because we intend to continue to increase our commercial business loan originations, our credit risk will increase.
Historically we have not had a significant portfolio of commercial business loans. We intend to increase our originations of
commercial business loans, including C&I and SBA loans, which generally have more risk than both one- to four-family residential
and commercial mortgage loans. Since repayment of commercial business loans may depend on the successful operation of the
borrower’s business, repayment of such loans can be affected by adverse conditions in the real estate market or the local economy.
Because we plan to continue to increase our originations of these loans, it may be necessary to increase the level of our allowance for
loan losses because of the increased risk characteristics associated with these types of loans. Any such increase to our allowance for
loan losses would adversely affect our earnings.
We have a significant concentration in commercial real estate loans. If our regulators were to curtail our commercial real
estate lending activities, our earnings, dividend paying capacity and/or ability to repurchase shares could be adversely
affected.
In 2006, the FDIC, the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System
issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the
“Guidance”). The Guidance provides that a bank’s commercial real estate lending exposure may receive increased supervisory
scrutiny when total non-owner occupied commercial real estate loans, including loans secured by multi-family property, non-owner
occupied commercial real estate and construction and land loans, represent 300% or more of an institution’s total risk-based capital
and the outstanding balance of the commercial real estate loan portfolio has increased by 50% or more during the preceding 36
months. Our level of non-owner occupied commercial real estate equaled 394% of Bank total risk-based capital at June 30, 2019 and
our commercial real estate loan portfolio increased by 79% during the preceding 36 months.
We may be adversely affected by recent changes in tax laws.
The Tax Cuts and Jobs Act (the “Tax Act”), which was enacted in December 2017, is likely to have both positive and negative
effects on our financial performance. For example, the legislation resulted in a reduction in our federal corporate tax rate from 35% to
21% beginning in 2018, which will have a favorable impact on our earnings and capital generation abilities. However, the legislation
also enacted limitations on certain deductions that will have an impact on the banking industry, borrowers and the market for single-
family residential real estate.
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These limitations include (1) a lower limit on the deductibility of mortgage interest on single-family residential mortgage loans,
(2) the elimination of interest deductions for certain home equity loans, (3) a limitation on the deductibility of business interest
expense, and (4) a limitation on the deductibility of property taxes and state and local income taxes.
The recent changes in the federal tax laws may have an adverse effect on the market for, and the valuation of, residential
properties, and on the demand for such loans in the future, and could make it harder for borrowers to make their loan payments. In
addition, these recent changes may also have a disproportionate effect on taxpayers in states with high residential home prices and
high state and local taxes, like New Jersey and New York. If home ownership becomes less attractive, demand for mortgage loans
could decrease. The value of the properties securing loans in our loan portfolio may be adversely impacted as a result of the changing
economics of home ownership, which could require an increase in our provision for loan losses, which would reduce our profitability
and could materially adversely affect our business, financial condition and results of operations.
Additionally, legislation in New Jersey that was adopted in July 2018 has increased our state income tax liability and increased
our overall tax expense. The legislation imposes a temporary surtax on corporations earning New Jersey allocated income in excess of
$1 million of 2.5% for tax years beginning on or after January 1, 2018 through December 31, 2019, and of 1.5% for tax years
beginning on or after January 1, 2020 through December 31, 2021. The surtax will be discontinued for our tax year beginning on July
1, 2022. The new legislation also requires combined filing for certain members of an affiliated group for tax years beginning on or
after January 1, 2019, changing New Jersey's current status as a separate return state, and limits the deductibility of dividends
received. These changes are not temporary. We do not expect there to be a material change to our income tax expense as a result of the
combined filing requirement.
Changes to LIBOR may adversely impact the value of, and the return on, our loans and investment securities which are
indexed to LIBOR.
On July 27, 2017, the U.K Financial Conduct Authority, which regulates LIBOR, announced that it will no longer persuade or
compel banks to submit rates for the calculation of LIBOR to the LIBOR administrator after 2021. The announcement also indicates
that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. Consequently, at this time, it is not
possible to predict whether and to what extent banks will continue to provide LIBOR submissions to the LIBOR administrator or
whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. Similarly, it is not possible to predict
whether LIBOR will continue to be viewed as an acceptable benchmark for certain loans and liabilities including our subordinated
notes, what rate or rates may become accepted alternatives to LIBOR or the effect of any such changes in views or alternatives on the
values of the loans and liabilities, whose interest rates are tied to LIBOR.
Uncertainty as to the nature of such potential changes, alternative reference rates, the elimination or replacement of LIBOR, or
other reforms may adversely affect the value of, and the return on our loans, and our investment securities.
Income from secondary mortgage market operations is volatile, and we may incur losses with respect to our secondary
mortgage market operations that could negatively affect our earnings.
A component of our business strategy is to sell a portion of residential mortgage loans originated into the secondary market,
earning non-interest income in the form of gains on sale. For the year ended June 30, 2019, sale gains attributable to the sale of
residential mortgage loans totaled $524,000 or approximately 3.9% of our non-interest income. When interest rates rise, the demand
for mortgage loans tends to fall and may reduce the number of loans we can originate for sale. Weak or deteriorating economic
conditions also tend to reduce loan demand. If the residential mortgage loan demand decreases or we are unable to sell such loans for
an adequate profit, then our non-interest income will likely decline which would adversely affect our earnings.
Our reliance on wholesale deposits could adversely affect our liquidity and operating results.
Among other sources of funds, we rely on wholesale deposits, including brokered deposits and non-brokered deposits acquired
through listing services, to provide funds with which to make loans and provide for other liquidity needs. On June 30, 2019, brokered
deposits totaled $235.8 million, or approximately 5.7% of total deposits. As of that same date, the outstanding balance of certificates
of deposit acquired through listing services totaled $66.1 million or 1.6% of total deposits.
Generally wholesale deposits may not be as stable as deposits acquired through traditional retail channels. In the future, those
depositors may not replace their deposits with us as they mature, or we may have to pay a higher rate of interest to keep those deposits
or to replace them with other deposits or other sources of funds. Not being able to maintain or replace those deposits as they mature
would adversely affect our liquidity. Paying higher deposit rates to maintain or replace brokered deposits would adversely affect our
net interest margin and operating results.
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We may be required to record impairment charges with respect to our investment securities portfolio.
We review our securities portfolio at the end of each quarter to determine whether the fair value is below the current carrying
value. When the fair value of any of our investment securities has declined below its carrying value, we are required to assess whether
the impairment is other than temporary, such assessment is completed internally, on a quarterly basis. If we conclude that the
impairment is other than temporary, we are required to write down the value of that security. The credit-related portion of the
impairment is recognized through earnings whereas the noncredit-related portion is generally recognized through other comprehensive
income in the circumstances where the future sale of the security is unlikely.
At June 30, 2019, we had investment securities with fair values of approximately $1.30 billion on which we had approximately
$4.0 million in gross unrealized losses and $14.0 million of gross unrealized gains. All unrealized losses on investment securities at
June 30, 2019 represented temporary impairments of value. However, if changes in the expected cash flows of these securities and/or
prolonged price declines result in our concluding in future periods that the impairment of these securities is other than temporary, we
will be required to record an impairment charge against income equal to the credit-related impairment.
Our investments in corporate and municipal debt securities, trust preferred and subordinated debt securities and
collateralized loan obligations expose us to additional credit risks.
The composition and allocation of our investment portfolio has historically emphasized U.S. agency mortgage-backed securities
and U.S. agency debentures. While such assets remain a significant component of our investment portfolio at June 30, 2019, prior
enhancements to our investment policies, strategies and infrastructure have enabled us to diversify the composition and allocation of
our securities portfolio. Such diversification has included investing in corporate debt and municipal obligations, trust preferred and
subordinated debt securities issued by financial institutions and collateralized loan obligations. With the exception of collateralized
loan obligations, these securities are generally backed only by the credit of their issuers while investments in collateralized loan
obligations generally rely on the structural characteristics of an individual tranche within a larger investment vehicle to protect the
investor from credit losses arising from borrowers defaulting on the underlying securitized loans.
While we have invested primarily in investment grade securities, these securities are not backed by the federal government and
expose us to a greater degree of credit risk than U.S. agency securities. Any decline in the credit quality of these securities exposes us
to the risk that the market value of the securities could decrease which may require us to write down their value and could lead to a
possible default in payment.
We hold certain intangible assets that could become impaired in the future. If these assets are considered to be either partially
or fully impaired in the future, our earnings would decrease.
At June 30, 2019, we had approximately $216.1 million in intangible assets on our balance sheet comprising $210.9 million of
goodwill and $5.2 million of core deposit intangibles. We are required to periodically test our goodwill and identifiable intangible
assets for impairment. The impairment testing process considers a variety of factors, including the current market price of our
common stock, the estimated net present value of our assets and liabilities, and information concerning the terminal valuation of
similarly situated insured depository institutions. If an impairment determination is made in a future reporting period, our earnings and
the book value of these intangible assets will be reduced by the amount of the impairment. If an impairment loss is recorded, it will
have little or no impact on the tangible book value of our common stock or our regulatory capital levels, but recognition of such an
impairment loss could significantly restrict Kearny Bank’s ability to make dividend payments to Kearny Financial and therefore
adversely impact our ability to pay dividends to stockholders.
We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and
regulations.
The financial services industry is extensively regulated. Federal and state banking regulations are designed primarily to protect
the deposit insurance funds and consumers, not to benefit a company’s shareholders. These regulations may sometimes impose
significant limitations on operations. The significant federal and state banking regulations that affect us are described under the
heading “Item 1. Business—Regulation.” These regulations, along with the currently existing tax, accounting, securities, insurance,
and monetary laws, regulations, rules, standards, policies, and interpretations control the methods by which financial institutions
conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. New proposals
for legislation continue to be introduced in the U.S. Congress that could further alter the regulation of the bank and non-bank financial
services industries and the manner in which companies within the industry conduct business.
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In addition, federal and state regulatory agencies also frequently adopt changes to their regulations or change the manner in
which existing regulations are applied. Future changes in federal policy and at regulatory agencies may occur over time through policy
and personnel changes, which could lead to changes involving the level of oversight and focus on the financial services industry.
These changes may require us to invest significant management attention and resources to make any necessary changes to operations
to comply and could have an adverse effect on our business, financial condition and results of operations.
A natural disaster could harm our business.
Natural disasters can disrupt our operations, result in damage to our properties, reduce or destroy the value of the collateral for
our loans and negatively affect the local economies in which we operate, which could have a material adverse effect on our results of
operations and financial condition. The occurrence of a natural disaster could result in one or more of the following: (i) an increase in
loan delinquencies; (ii) an increase in problem assets and foreclosures; (iii) a decrease in the demand for our products and services; or
(iv) a decrease in the value of the collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of
assets associated with problem loans and collateral coverage.
Acts of terrorism and other external events could impact our ability to conduct business.
Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and
communication systems. Additionally, the metropolitan New York area and northern New Jersey remain central targets for potential
acts of terrorism. Such events could cause significant damage, impact the stability of our facilities and result in additional expenses,
impair the ability of our borrowers to repay their loans, reduce the value of collateral securing repayment of our loans, and result in the
loss of revenue. While we have established and regularly test disaster recovery procedures, the occurrence of any such event could
have a material adverse effect on our business, operations and financial condition.
Because the nature of the financial services business involves a high volume of transactions, we face significant operational
risks.
We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions.
Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons
outside the Company, the execution of unauthorized transactions by employees, errors relating to transaction processing and
technology, breaches of the internal control system and compliance requirements, and business continuation and disaster recovery.
Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss
also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with
applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative
publicity. In the event of a breakdown in the internal control system, improper operation of systems or improper employee actions, we
could suffer financial loss, face regulatory action, and suffer damage to our reputation.
Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses.
Our risk management framework is designed to effectively manage and mitigate risk while minimizing exposure to potential
losses. We seek to identify, measure, monitor, report and control our exposure to risk, including strategic, market, liquidity,
compliance and operational risks. While we use a broad and diversified set of risk monitoring and mitigation techniques, these
techniques are inherently limited because they cannot anticipate the existence or future development of currently unanticipated or
unknown risks. Recent economic conditions and heightened legislative and regulatory scrutiny of the financial services industry,
among other developments, have increased our level of risk. Accordingly, we could suffer losses as a result of our failure to properly
anticipate and manage these risks.
We could be adversely affected by failure in our internal controls.
A failure in our internal controls could have a significant negative impact not only on our earnings, but also on the perception
that customers, regulators and investors may have of us. We continue to devote a significant amount of effort, time and resources to
continually strengthening our controls and ensuring compliance with complex accounting standards and banking regulations.
The inability to attract and retain key personnel could adversely affect our business.
The successful execution of our business strategy is partially dependent on our ability to attract and retain experienced and
qualified personnel. Failure to do so could adversely affect our strategy, customer relationships and internal operations.
38
Risks associated with system failures, service interruptions or other performance exceptions could negatively affect our
earnings.
Information technology systems are critical to our business. We use various technology systems to manage our customer
relationships, general ledger, securities investments, deposits, and loans. We have established policies and procedures to prevent or
limit the effect of system failures, service interruptions or other performance exceptions, but such events may still occur or may not be
adequately addressed if they do occur. In addition, performance failures or other exceptions of our customer-facing technologies could
deter customers from using our products and services.
In addition, we outsource a majority of our data processing to certain third-party service providers. If these service providers
encounter difficulties, or if we have difficulty communicating with them, our ability to timely and accurately process and account for
transactions could be adversely affected.
The occurrence of any system failures, service interruptions or other performance exceptions could damage our reputation and
result in a loss of customers and business thereby subjecting us to additional regulatory scrutiny, or could expose us to litigation and
possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of
operations.
Risks associated with cyber-security could negatively affect our earnings.
The financial services industry has experienced an increase in both the number and severity of reported cyber-attacks aimed at
gaining unauthorized access to bank systems as a way to misappropriate assets and sensitive information, corrupt and destroy data, or
cause operational disruptions.
We have established policies and procedures to prevent or limit the impact of security breaches, but such events may still occur
or may not be adequately addressed if they do occur. Although we rely on security safeguards to secure our data, these safeguards may
not fully protect our systems from compromises or breaches.
We also rely on the integrity and security of a variety of third party processors, payment, clearing and settlement systems, as
well as the various participants involved in these systems, many of which have no direct relationship with us. Failure by these
participants or their systems to protect our customers' transaction data may put us at risk for possible losses due to fraud or operational
disruption.
Our customers are also the target of cyber-attacks and identity theft. Large scale identity theft could result in customers'
accounts being compromised and fraudulent activities being performed in their name. We have implemented certain safeguards
against these types of activities but they may not fully protect us from fraudulent financial losses.
The occurrence of a breach of security involving our customers' information, regardless of its origin, could damage our
reputation and result in a loss of customers and business and subject us to additional regulatory scrutiny, and could expose us to
litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and
results of operations.
Our inability to effectively deploy our excess capital may negatively affect return on equity and shareholder value.
Our successful second step conversion and stock offering during fiscal 2015 resulted in a significant level of excess capital in
relation to our overall asset size and risk profile. Our business plan calls for us to execute a variety of strategies to deploy this excess
capital including, but not limited to, continued organic balance sheet growth and diversification, implementation of share repurchase
plans and payment of regular cash dividends. Additionally, we will carefully consider acquisition opportunities to further deploy our
excess capital when we expect such opportunities to significantly enhance long-term shareholder value. Our inability to effectively
and timely deploy our excess capital through these strategies may constrain growth in earnings and return on equity and thereby
diminish potential growth in shareholder value.
Our inability to achieve profitability on new branches may negatively affect our earnings.
We have expanded our presence throughout our market area and we intend to pursue further expansion through de novo
branching or the purchase of branches from other financial institutions. The profitability of our expansion strategy will depend on
whether the income that we generate from the new branches will offset the increased expenses resulting from operating these
branches. We expect that it may take a period of time before these branches can become profitable, especially in areas in which we do
not have an established presence. During this period, the expense of operating these branches may negatively affect our net income.
39
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
The Company and the Bank conduct business from their administrative headquarters at 120 Passaic Avenue in Fairfield, New
Jersey and leases office suites in Clifton, New Jersey. The Company operates 54 branch offices located in Bergen, Essex, Hudson,
Middlesex, Monmouth, Morris, Ocean, Passaic and Union counties, New Jersey and Kings and Richmond counties, New York.
Twenty-four of our branch offices are leased with remaining terms between five months and 13 years. At June 30, 2019, our net
investment in property and equipment totaled $56.9 million.
As noted above, in April 2019 we announced the consolidation of seven of our branch offices located in northern and central
New Jersey. One such consolidation was completed in June 2019 while the remaining six were completed in July 2019, thereby
reducing the number of branch offices to 48.
Additional information regarding our properties as of June 30, 2019, is presented in Note 9 to the audited consolidated financial
statements.
Item 3. Legal Proceedings
We are, from time to time, party to routine litigation, which arises in the normal course of business, such as claims to enforce
liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real
property loans and other issues incident to our business. At June 30, 2019, there were no lawsuits pending or known to be
contemplated against us that would be expected to have a material effect on operations or income.
Item 4. Mine Safety Disclosures
Not applicable.
40
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market Information. The Company’s common stock trades on The NASDAQ Global Select Market under the symbol “KRNY”.
Declarations of dividends by the Board of Directors depend on a number of factors, including investment opportunities, growth
objectives, financial condition, profitability, tax considerations, minimum capital requirements, regulatory limitations, stock market
characteristics and general economic conditions. The timing, frequency and amount of dividends are determined by the Board of
Directors.
The Company’s ability to pay dividends may also depend on the receipt of dividends from the Bank, which is subject to a
variety of limitations under federal banking regulations regarding the payment of dividends. For discussion of corporate and
regulatory limitations applicable to the payment of dividends, see “Item 1. Business-Regulation”.
As of August 20, 2019, there were 4,376 registered holders of record of the Company’s common stock, plus approximately
7,669 beneficial (street name) owners.
(b) Use of Proceeds. Not applicable.
(c) Issuer Purchases of Equity Securities. Set forth below is information regarding the Company’s stock repurchases during the
fourth quarter of the fiscal year ended June 30, 2019.
Total Number
of Shares
Purchased
Average Price
Paid per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs (1)
Maximum
Number of Shares
that May Yet Be
Purchased Under
the Plans or
Programs
844,696 $
758,930 $
790,000 $
2,393,626 $
13.22
13.80
13.38
13.46
844,696
758,930
790,000
2,393,626
7,685,511
6,926,581
6,136,581
6,136,581
Period
April 1-30, 2019
May 1-31, 2019
June 1-30, 2019
Total
(1)
On March 13, 2019, the Company announced the authorization of a fourth repurchase plan for up to 9,218,324 shares or 10% of shares then
outstanding. This plan has no expiration date. The plan commenced upon the completion of the third stock repurchase plan, which was
announced on April 27, 2018, and authorized the purchase of up to 10,238,557 shares or 10% of shares then outstanding. The third stock
repurchase plan had no expiration date.
41
Stock Performance Graph. The following stock performance graph compares the cumulative total shareholder return on the
Company’s common stock with (a) the cumulative total shareholder return on stocks included in the NASDAQ Composite Index, (b)
the cumulative total shareholder return on stocks included in the SNL Thrift $5 Billion - $10 Billion Index and (c) the cumulative total
shareholder return on stocks included in the SNL Thrift MHC Index, in each case assuming an investment of $100.00 as of June 30,
2014. The cumulative total returns for the indices and the Company are computed assuming the reinvestment of dividends that were
paid during the period. It is assumed that the investment in the Company’s common stock was made at the initial public offering price
of $10.00 per share.
Total Return Performance
Kearny Financial Corp.
Nasdaq Composite Index
SNL Thrift $5B - $10B Index
SNL Thrift MHCs Index
200
150
l
e
u
a
V
x
e
d
n
I
100
50
06/30/14
06/30/15
06/30/16
06/30/17
06/30/18
06/30/19
Kearny Financial Corp.
NASDAQ Composite
SNL Thrift $5B - $10B Index
SNL Thrift MHC Index
At June 30,
2014
2015
2016
2017
2018
2019
$
100 $
100
100
100
102 $
114
108
116
115 $
113
113
122
137 $
144
139
124
126 $
178
173
130
128
192
159
139
The NASDAQ Composite Index measures all NASDAQ domestic and international based common type stocks listed on The
NASDAQ Stock Market. The SNL indices were prepared by S&P Global Market Intelligence. The SNL Thrift $5 Billion - $10 Billion
Index includes all thrift institutions with total assets between $5.0 billion and $10.0 billion. The SNL Thrift MHC Index includes all
publicly traded mutual holding companies.
There can be no assurance that the Company’s future stock performance will be the same or similar to the historical stock
performance shown in the graph above. The Company neither makes nor endorses any predictions as to stock performance.
42
Item 6. Selected Financial Data
The following financial information and other data in this section are derived from the Company’s audited consolidated
financial statements and should be read together therewith:
Balance Sheet Data:
Assets
Net loans receivable
Investment securities available for sale
Investment securities held to maturity
Cash and equivalents
Goodwill
Deposits
Borrowings
Stockholders' equity
Summary of Operations:
Interest income
Interest expense
Net interest income
Provision for loan losses
Net interest income after loan loss provision
Non-interest income, excluding asset
gains, losses and write-downs
Non-interest income (loss) from asset
gains, losses and write-downs
Contribution to charitable foundation
Other non-interest expenses
Income before taxes
Income tax expense (benefit)
Net income
Per Share Data:
Net income per share - Basic and diluted
Weighted average number of common shares
outstanding (in thousands):
Basic
Diluted
Cash dividends per share
2019
2018
At June 30,
2017
(In Thousands)
2016
2015
$6,634,829
4,645,654
714,263
576,652
38,935
210,895
4,147,610
1,321,982
1,127,159
$6,579,874
4,470,483
725,085
589,730
128,864
210,895
4,073,604
1,198,646
1,268,748
$4,818,127
3,215,975
613,760
493,321
78,237
108,591
2,929,745
806,228
1,057,181
$4,500,059
2,649,758
673,537
577,286
199,200
108,591
2,694,687
614,423
1,147,629
$4,237,187
2,087,258
767,279
663,341
340,136
108,591
2,465,570
571,499
1,167,375
For the Years Ended June 30,
2019
2018
2017
2016
2015
(In Thousands, Except Percentage and Per Share Amounts)
$ 237,333
82,020
155,313
3,556
151,757
$ 171,431
50,138
121,293
2,706
118,587
$ 139,093
36,519
102,574
5,381
97,193
$ 126,888
31,903
94,985
10,690
84,295
$ 106,039
25,431
80,608
6,108
74,500
13,309
12,270
9,920
10,426
8,616
246
-
109,243
56,069
13,927
$ 42,142
993
-
97,850
34,000
14,404
$ 19,596
1,428
-
81,118
27,423
8,820
$ 18,603
301
-
72,417
22,605
6,783
$ 15,822
$
(675)
10,000
68,081
4,360
(1,269)
5,629
$
0.46
$
0.24
$
0.22
$
0.18
$
0.06
91,054
91,100
0.37
$
$
82,587
82,643
0.25
$
84,590
84,661
0.10
$
89,591
89,625
0.08
$
91,717
91,841
-
Dividend payout ratio (1)
80.75
%
102.87
%
44.99
%
45.28
%
-
%
(1)
Represents cash dividends declared divided by net income.
43
2019
At or For the Years Ended June 30,
2018
2017
2016
2015
Performance ratios:
Return on average assets (net income divided
by average total assets)
Return on average equity (net income divided
by average total equity)
Net interest rate spread
Net interest margin
Average interest-earning assets to
average interest-earning liabilities
Efficiency ratio (non-interest expenses divided
by sum of net interest income and non-interest income)
Non-interest expense to average assets
Asset Quality Ratios:
Non-performing loans to total loans
Non-performing assets to total assets
Net charge-offs to average loans outstanding
Allowance for loan losses to total loans
Allowance for loan losses to non-performing loans
Capital Ratios:
Average equity to average assets
Equity to assets at period end
Tangible equity to tangible assets at period end (1)
0.63 %
0.37 %
0.40 %
0.36 %
0.15 %
3.52
2.31
2.56
1.81
2.25
2.50
1.68
2.14
2.41
1.36
2.06
2.35
0.98
2.20
2.34
118.88
125.12
132.14
136.23
119.08
64.69
1.64
72.72
1.86
71.20
1.76
68.50
1.64
88.18
2.10
0.43
0.31
0.02
0.70
164.15
0.37
0.27
0.03
0.68
183.08
0.58
0.43
0.01
0.90
155.18
0.79
0.49
0.08
0.91
115.07
17.97
16.99
14.19
20.54
19.28
16.53
24.02
21.94
20.14
26.47
25.50
23.65
1.09
0.56
0.16
0.74
68.17
15.49
27.55
25.63
(1)
Tangible equity equals total stockholders’ equity reduced by goodwill and core deposit intangible assets.
44
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
This discussion and analysis reflects Kearny Financial Corp.’s consolidated financial statements and other relevant statistical
data, and is intended to enhance your understanding of our financial condition and results of operations. You should read the
information in this section in conjunction with the business and financial information regarding Kearny Financial Corp. and the
audited consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K.
Overview
Total assets increased $55.0 million to $6.63 billion at June 30, 2019 from $6.58 billion at June 30, 2018. The net increase in
total assets primarily reflected an increase in net loans receivable that was partially offset by a decrease in the balances of cash and
cash equivalents and investment securities. The net increase in total assets was largely funded by an increase in deposits and
borrowings that was partially offset by a decrease in stockholders’ equity.
For the year ended June 30, 2019, net loans receivable increased by $175.2 million to $4.65 billion, or 70.0% of total assets,
from $4.47 billion, or 67.9% of total assets, at June 30, 2018. Total securities decreased by $23.9 million to $1.29 billion, or 19.5% of
total assets, at June 30, 2019 from $1.31 billion, or 20.0% of total assets, at June 30, 2018. The growth in loans and decrease in
investment securities during fiscal 2019 continued to reflect our strategic emphasis on reallocating earning assets out of comparatively
lower-yielding investment securities and into loans. Our asset quality remained strong with non-performing loans to total loans of
0.43% and 0.37% at June 30, 2019 and June 30, 2018, respectively.
For the year ended June 30, 2019, our total deposits increased by $74.0 million to $4.15 billion from $4.07 billion at June 30,
2018. The increase in deposits for the year ended June 30, 2019 largely reflected continuing effects of product, pricing and marketing
strategies implemented during fiscal 2019. Excluding brokered and listing service deposits, non-maturity deposits increased by $97.0
million while certificates of deposit increased by $74.5 million. Brokered and listing service deposits, comprising both non-maturity
deposits and certificates of deposits, decreased by $97.5 million. The net growth and reallocation of deposits reflected our strategic
focus on reallocating our deposit mix in favor of retail deposits.
The balance of borrowings increased by $123.3 million to $1.32 billion at June 30, 2019 from $1.20 billion at June 30, 2018.
The increase in borrowings for the year ended June 30, 2019 partly reflected the net increase in FHLB advances of $113.1 million
coupled with the increase of $30.0 million in overnight borrowings and partially offset by a $19.7 million decrease in depositor sweep
accounts. The net increase in FHLB advances reflected a new $200.0 million advance drawn to replace the maturing Promontory IND
deposits, as noted above, partially offset by the repayment of maturing advances.
Stockholders’ equity decreased by $141.6 million to $1.13 billion at June 30, 2019 from $1.27 billion at June 30, 2018. The
decrease in stockholders’ equity largely reflected the impact of our share repurchases during fiscal 2019 which totaled $141.7 million.
Net income for the fiscal year ended June 30, 2019 was $42.1 million or $0.46 per diluted share; an increase of $22.5 million
from $19.6 million, or $0.24 per diluted share, for the fiscal year ended June 30, 2018. The increase to net income for the year ended
June 30, 2019, largely reflected the impact of the acquisition of Clifton which closed during the fourth quarter of the fiscal year ended
June 30, 2018.
Net interest income increased by $34.0 million to $155.3 million for the year ended June 30, 2019 from $121.3 million for the
year ended June 30, 2018, reflecting the impact of the acquisition of Clifton which closed during the fourth quarter of the fiscal year
ended June 30, 2018 and, to a lesser extent, organic post-acquisition balance sheet growth.
The provision for loan losses increased $850,000 to $3.6 million for fiscal 2019 from $2.7 million for fiscal 2018. The increase
was attributable to a higher provision on non-impaired loans collectively evaluated for impairment coupled with the effects of updates
to environmental loss factors that increased the applicable portion of the allowance and the associated provision expense between
comparative periods.
Non-interest income increased $292,000 to $13.6 million for fiscal 2019 from $13.3 million for fiscal 2018. The increase in
non-interest income primarily reflected an increase in income recognized on bank-owned life insurance partially offset by a decrease
in loan sale gains and losses incurred on the sale of securities.
45
Non-interest expense increased by $11.3 million to $109.2 million for the year ended June 30, 2019 from $97.9 million for the
year ended June 30, 2018. In addition to reflecting the impact of a $1.7 million non-recurring branch consolidation charge the
increase in non-interest expense between comparative periods reflected the larger effects of the acquisition of Clifton in April 2018
whose impact on our ongoing operating expenses was fully reflected throughout the fiscal year ended June 30, 2019. These noted
increases in non-interest expense were partially offset by the $6.7 million of non-recurring merger-related expenses attributable to the
Clifton acquisition that were recorded during the year ended June 30, 2018 for which no comparable expenses were recorded during
the year ending June 30, 2019.
The provision for income tax expense was $13.9 million compared to $14.4 million for the year ended June 30, 2018 resulting in
effective tax rates of 24.8% and 42.4%, respectively. The effective tax rate for the year ended June 30, 2018 reflected the impact of
federal income tax reform and certain non-deductible merger-related expenses whose effects collectively increased the effective tax
rate during the prior comparative period. The effective tax rate for the year ended June 30, 2019 reflects our current statutory federal
income tax rate of 21%.
Critical Accounting Policies
Our accounting policies are integral to understanding the results reported. We describe them in detail in Note 1 to our audited
consolidated financial statements included as an exhibit to this document. In preparing the audited consolidated financial statements,
management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of
the consolidated statements of financial condition and revenues and expenses for the periods then ended. Actual results could differ
significantly from those estimates. Material estimates that are particularly susceptible to significant changes relate to the
determination of the allowance for loan losses.
Allowance for Loan Losses. The allowance for loan losses is a valuation account that reflects our estimation of the losses in its
loan portfolio to the extent they are both probable and reasonable to estimate. The balance of the allowance is generally maintained
through provisions for loan losses that are charged to income in the period that estimated losses on loans are identified. We charge
confirmed losses on loans against the allowance as such losses are identified. Recoveries on loans previously charged-off are added
back to the allowance.
Our allowance for loan loss calculation methodology utilizes a two-tier loss measurement process that is performed quarterly.
We first identify the loans that must be reviewed individually for impairment. Factors considered in identifying individual loans to be
reviewed include, but may not be limited to, loan type, classification status, contractual payment status, performance/accrual status
and impaired status. Loans considered to be eligible for individual impairment review include commercial mortgage loans,
construction loans, commercial business loans, one- to four-family mortgage loans, home equity loans and home equity lines of credit.
A loan is deemed to be impaired when, based on current information and events, it is probable that we will be unable to collect all
amounts due according to the contractual terms of the loan agreement. Once a loan is determined to be impaired, management
performs an analysis to determine the amount of impairment associated with that loan.
The second tier of the loss measurement process involves estimating the probable and estimable losses on loans not otherwise
individually reviewed for impairment. Such loans generally comprise large groups of smaller-balance homogeneous loans as well as
the remaining non-impaired loans of those types noted above that are otherwise eligible for individual impairment evaluation.
Valuation allowances established through the second tier of the loss measurement process utilize historical and environmental
loss factors to collectively estimate the level of probable losses within defined segments of our loan portfolio. To calculate the
historical loss factors, our allowance for loan loss methodology generally utilizes a two-year moving average of annualized net
charge-off rates (charge-offs net of recoveries) by loan segment, where available, to calculate the actual, historical loss experience.
The outstanding principal balance of each loan segment is multiplied by the applicable historical loss factor to estimate the level of
probable losses based upon our historical loss experience.
Environmental loss factors are based upon specific quantitative and qualitative criteria representing key sources of risk within
the loan portfolio. Such sources of risk include those relating to the level of and trends in nonperforming loans; the level of and trends
in credit risk management effectiveness, the levels and trends in lending resource capability; levels and trends in economic and market
conditions; levels and trends in loan concentrations; levels and trends in loan composition and terms, levels and trends in independent
loan review effectiveness, levels and trends in collateral values and the effects of other external factors. The outstanding principal
balance of each applicable loan segment is multiplied by the applicable environmental loss factors to estimate the level of probable
losses based upon their supporting quantitative and qualitative criteria.
46
The sum of the probable and estimable loan losses calculated in accordance with loss measurement processes, as described
above, represents the total targeted balance for our allowance for loan losses at the end of a fiscal period. A more detailed discussion
of our allowance for loan loss calculation methodology is presented in Note 1 to our audited consolidated financial statements.
Business Combinations. We account for business combinations under the purchase method of accounting. The application of
this method of accounting requires the use of significant estimates and assumptions in the determination of the fair value of assets
acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are amortized, accreted
or depreciated from those that are recorded as goodwill. Our estimates of the fair values of assets acquired and liabilities assumed are
based upon assumptions that we believe to be reasonable, and whenever necessary, include assistance from independent third-party
appraisal and valuation firms.
Comparison of Financial Condition at June 30, 2019 and June 30, 2018
Cash and Cash Equivalents. Cash and cash equivalents, which consist primarily of interest-earning and non-interest-earning
deposits in other banks, decreased by $89.9 million to $38.9 million at June 30, 2019 from $128.9 million at June 30, 2018. The
decrease in the balance of cash and cash equivalents at June 30, 2019 largely reflected the continuing effort to limit the balance of cash
and cash equivalents to the levels needed to meet the Bank’s day-to-day funding obligations and overall liquidity risk management
objectives while reinvesting excess liquidity into comparatively higher-yielding assets. The elevated levels of cash and cash
equivalents at June 30, 2018 partly reflected operating fluctuations in our short-term liquidity coupled with $36.6 million in cash and
cash equivalents acquired from Clifton.
Investment Securities Available for Sale. Investment securities classified as available for sale decreased by $10.8 million to
$714.3 million at June 30, 2019 from $725.1 million at June 30, 2018. The net decrease in the portfolio reflected security purchases
totaling $125.9 million during the year ended June 30, 2019 coupled with a $6.3 million increase in the fair value of the portfolio to a
net unrealized gain of $2.0 million at June 30, 2019 from a net unrealized loss of $4.3 million at June 30, 2018. The net decrease in
the portfolio was coupled with sales of securities totaling $75.7 million and $66.8 million cash repayment of principal, net of premium
amortization and discount accretion during the year ended June 30, 2019. In addition, the net increase in the portfolio was partially
offset by the early adoption of ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20) on October 1,
2018, which shortens the amortization period to the earliest call date for purchased callable debt securities held at a premium. The
effect of the adoption of ASU 2017-08 decreased the balance of the portfolio by $531,000 during the year ended June 30, 2019.
Based on its evaluation, management has concluded that no other-than-temporary impairment was present within the available
for sale segment of the investment portfolio as of June 30, 2019. Additional information about securities available for sale at June 30,
2019 is presented in “Item 1. Business” of this Annual Report on Form 10-K, as well as in Note 4 and Note 6 to the audited
consolidated financial statements.
Investment Securities Held to Maturity. Investment securities classified as held to maturity decreased by $13.1 million to
$576.7 million at June 30, 2019 from $589.7 million at June 30, 2018. The decrease in held to maturity securities reflected security
purchases totaling $55.2 million that was partially offset by cash repayment of principal, net of discount accretion and premium
amortization, totaling $67.7 million for the year ended June 30, 2019.
Based on its evaluation, management has concluded that no other-than-temporary impairment was present within the held to
maturity segment of the investment portfolio as of June 30, 2019. Additional information about securities held to maturity at June 30,
2019 is presented under “Item 1. Business” of this Annual Report on Form 10-K, as well as in Note 5 and Note 6 to the audited
consolidated financial statements.
Loans Held-for-Sale. Our residential lending infrastructure continues to support strategies focused on the origination of
residential mortgage loans designated for sale into the secondary market which has enabled us to augment our sources of non-interest
income through the recognition of loan sale gains while helping to manage our exposure to interest rate risk. During the year ended
June 30, 2019, we sold $54.3 million of residential mortgage loans resulting in net sale gains totaling $524,000 for the period. Loans
held for sale totaled $12.3 million at June 30, 2019 compared to $863,000 at June 30, 2018 and are reported separately from the
balance of net loans receivable as of those dates.
Loans Receivable. Loans receivable, net of unamortized premiums, deferred costs and the allowance for loan losses, increased
by $175.2 million to $4.65 billion at June 30, 2019 from $4.47 billion at June 30, 2018. The increase in net loans receivable was
primarily attributable to new loan origination and purchase volume outpacing loan repayments during the year ended June 30, 2019.
47
Residential mortgage loans held in portfolio, including home equity loans and lines of credit, increased by $52.0 million to
$1.44 billion at June 30, 2019 from $1.39 billion at June 30, 2018. The increase reflected an increase in the balance of one- to four-
family first mortgage loans of $46.6 million to $1.34 billion at June 30, 2019 from $1.30 billion at June 30, 2018 and an increase of
$5.4 million in the balance of home equity loans and home equity lines of credit to $96.2 million at June 30, 2019 from $90.8 million
at June 30, 2018.
Residential mortgage loan origination volume for the year ended June 30, 2019, excluding loans held-for-sale, totaled $140.6
million, comprising $106.9 million of one- to four-family first mortgage loan originations and $33.7 million of home equity loan and
home equity line of credit originations during the period. Residential mortgage loan originations were augmented with the purchase of
one- to four-family first mortgage loans totaling $95.5 million during the year ended June 30, 2019.
Commercial loans, including multi-family and nonresidential commercial mortgage loans, commercial business loans and
construction loans, increased by $114.3 million to $3.28 billion at June 30, 2019 from $3.17 billion at June 30, 2018. The components
of the aggregate increase included an increase in commercial mortgage loans totaling $143.7 million partially offset by a decrease in
the outstanding balance of commercial business loans and construction loans totaling $20.0 million and $9.4 million, respectively. The
decrease in the balance of commercial business loans and construction loans was primarily attributable to loan repayments outpacing
new loan origination and purchase volume. The outstanding balance of commercial mortgage loans at June 30, 2019 totaled $3.21
billion while the outstanding balances of commercial business loans and construction loans, totaled $65.8 million and $13.9 million,
respectively, as of that date.
Commercial loan origination volume for the year ended June 30, 2019 totaled $467.6 million, which comprised $437.3 million
of commercial mortgage loan originations augmented by $21.9 million of commercial business loan originations and construction loan
disbursements totaling $8.4 million during the period. Commercial loan originations were augmented with the funding of purchased
loans totaling $71.3 million during the year ended June 30, 2019.
Other loans, primarily account loans, deposit account overdraft lines of credit and other consumer loans, decreased by $3.3
million to $5.8 million at June 30, 2019 from $9.1 million at June 30, 2018. We originated a total of $2.3 million of account loans and
other consumer loans during the year ended June 30, 2019, while no additional consumer loans were purchased during the period.
Additional information about loans receivable at June 30, 2019 is presented under “Item 1. Business” of this Annual Report on
Form 10-K, as well as in Note 7 to the audited consolidated financial statements.
Nonperforming Loans. Nonperforming loans increased by $3.4 million to $20.3 million, or 0.43% of total loans at June 30,
2019, from $16.9 million, or 0.37% of total loans at June 30, 2018. Nonperforming loans generally include those loans reported as 90
days and over past due while still accruing and loans reported as nonaccrual with such balances totaling $22,000 and $20.2 million,
respectively, at June 30, 2019. The increase in nonperforming loans was largely attributable to the addition of one loan totaling $2.8
million that is fully secured by the vacant land that serves as its collateral and is current in its payment status. The loan was
designated as a troubled debt restructuring and placed on nonaccrual status during the quarter ended September 30, 2018.
Additional information about nonperforming loans at June 30, 2019 is presented under “Item 1. Business” of this Annual Report
on Form 10-K, as well as in Note 8 to the audited consolidated financial statements.
Allowance for Loan Losses. During the year ended June 30, 2019, the balance of the allowance for loan losses increased by
$2.4 million to $33.3 million, or 0.70% of total loans at June 30, 2019, from $30.9 million, or 0.68% of total loans at June 30, 2018.
The increase resulted from provisions of $3.6 million during the year ended June 30, 2019 that were partially offset by charge-offs, net
of recoveries, totaling $1.1 million during that same period.
Additional information about the allowance for loan losses at June 30, 2019 is presented under “Item 1. Business” of this
Annual Report on Form 10-K, as well as in Note 1 and Note 8 to the audited consolidated financial statements.
Other Assets. The aggregate balance of other assets, including premises and equipment, FHLB stock, interest receivable,
goodwill, core deposit intangibles, bank owned life insurance, deferred income taxes, other real estate owned and other assets,
decreased by $17.8 million to $647.1 million at June 30, 2019 from $664.8 million at June 30, 2018.
The decrease in other assets primarily reflected a $28.2 million net decrease in the fair value of our interest rate derivatives
portfolio to a net asset value of $3.7 million at June 30, 2019 as compared to a net asset value of $31.9 million at June 30, 2018. This
decrease was partially offset by a $5.2 million increase in FHLB stock resulting from a net increase in FHLB advances during the year
ended June 30, 2019 coupled with a $6.3 million increase in the cash surrender value of our bank-owned life insurance policies for the
same period.
48
The remaining increases and decreases in other assets for the year ended June 30, 2019 generally reflected normal operating
fluctuations in their respective balances.
Deposits. Total deposits increased by $74.0 million to $4.15 billion at June 30, 2019 from $4.07 billion at June 30, 2018. The
net increase in deposit balances reflected a $76.9 million increase in interest-bearing deposits offset in part by a $2.9 million decrease
in non-interest-bearing deposits. The increase in interest-bearing deposits included increases in the balances of savings and club
accounts and certificates of deposit totaling $46.6 million and $187.8 million, respectively, which were partially offset by a decrease
in the balance of interest-bearing checking accounts totaling $157.5 million for the period.
The change in deposit balances for the year ended June 30, 2019 reflected changes in the balances of retail deposits as well as
non-retail deposits acquired through various wholesale channels. The decrease in the balance of interest-bearing checking primarily
reflected a $210.8 million decrease in the balance of wholesale money market deposits attributable to the scheduled maturity and
termination of our participation in the Promontory Interfinancial Network’s (“Promontory”) Insured Network Deposits (“IND”)
program. Partially offsetting the decrease in the balance of wholesale interest-bearing checking was an increase of $284.8 million in
other deposits comprising increases of $171.5 million and $113.3 million in retail and other wholesale deposits, respectively.
We continued to utilize a deposit listing service through which we attract wholesale time deposits targeting institutional
investors with an original investment horizon of up to five years. We generally prohibit the withdrawal of our listing service deposits
prior to maturity. The balance of the Bank’s listing service time deposits decreased by $38.2 million to $66.1 million, or 1.6% of total
deposits at June 30, 2019, compared to $104.3 million, or 2.6% of total deposits at June 30, 2018.
We also maintain a portfolio of brokered certificates of deposit whose balances increased by $151.5 million to $235.8 million or
5.7% of total deposits at June 30, 2019 compared to $84.3 million, or 2.1% of total deposits at June 30, 2018.
Additional information about our deposits at June 30, 2019 is presented under “Item 1. Business” of this Annual Report on Form
10-K, as well as in Note 11 to the audited consolidated financial statements.
Borrowings. The balance of borrowings increased by $123.3 million to $1.32 billion at June 30, 2019 from $1.20 billion at June
30, 2018. The increase in borrowings primarily reflected an additional $200.0 million 90-day FHLB advance that was drawn to
replace the maturing Promontory IND funding noted above and the addition of a $27.0 million FHLB Community Investment
Program (“CIP”) long-term advance. In regards to the $200.0 million 90-day FHLB advance, we had entered into a forward-starting
interest rate swap contract in July 2016 to extend the effective duration of the new advance thereby effectively fixing its cost for a
longer period of time. The increase in borrowings also reflected a $30.0 million increase in overnight borrowings. These increases
were partially offset by a $19.7 million decrease in depositor sweep account balances coupled with the repayment of $116.0 million of
maturing FHLB advances.
Additional information about our borrowings at June 30, 2019 is presented under “Item 1. Business” of this Annual Report on
Form 10-K, as well as in Note 12 to the audited consolidated financial statements.
Other Liabilities. The balance of other liabilities, including advance payments by borrowers for taxes and other miscellaneous
liabilities, decreased by $798,000 to $38.1 million at June 30, 2019 from $38.9 million at June 30, 2018. The change generally
reflected normal operating fluctuations in the balances of other liabilities during the period.
Stockholders’ Equity. Stockholders’ equity decreased by $141.6 million to $1.13 billion at June 30, 2019 from $1.27 billion at
June 30, 2018. The decrease in stockholders’ equity largely reflected the impact of our share repurchases during fiscal 2019. In
March 2019, we completed our third share repurchase program which was announced in April 2018 through which we authorized the
repurchase of 10,238,557 shares, or 10%, of our outstanding shares. The shares associated with this third program were repurchased
at a total cost of $138.8 million and at an average cost of $13.55 per share. Concurrently, we announced our fourth share repurchase
program through which we authorized the repurchase of 9,218,324 shares, or 10%, of our outstanding shares as of that date.
During the year ended June 30, 2019, we repurchased 10,624,840 shares of our common stock at a total cost of $141.7 million
and an average cost of $13.34 per share. The shares of common stock repurchased during the period included 7,543,097 shares
attributed to the completion of our third share repurchase program, as noted above. Such shares were repurchased at a total cost of
$100.4 million and an average cost of $13.31 per share. The additional 3,081,743 shares repurchased during the period represented
33.4% of the total shares to be repurchased under our fourth share repurchase program, also noted above. Such shares were
repurchased at a total cost of $41.3 million and at an average cost of $13.41 per share. The cumulative cost of our repurchased shares
directly reduced the balance of stockholders’ equity at June 30, 2019.
49
The net decrease in stockholders’ equity was partially offset by net income of $42.1 million for the year ended June 30, 2019
from which we declared and paid regular quarterly cash dividends totaling $0.21 per share to stockholders during the period.
Additionally, in September 2018, we declared a $0.16 special cash dividend that was paid to stockholders in October 2018. Together,
the regular and special cash dividends declared during the year ended June 30, 2019 reduced stockholders’ equity by $34.0 million.
The change in stockholders’ equity also reflected an $15.7 million decrease in accumulated other comprehensive income, due
primarily to changes in the fair value of the interest rate derivatives portfolio and available for sale securities portfolio, and a $1.9
million increase in unearned ESOP shares reflecting shares earned by plan participants during the year ended June 30, 2019.
50
Analysis of Net Interest Income
Net interest income represents the difference between income we earn on our interest-earning assets and the expense we pay on
interest-bearing liabilities. Net interest income depends on the volume of interest-earning assets and interest-bearing liabilities and the
interest rates earned on such assets and paid on such liabilities.
Average Balance Sheet and Yields. The following table reflects the components of the average balance sheet and of net interest
income for the periods indicated. We derived the average yields and costs by dividing income or expense by the average balance of
assets or liabilities, respectively, for the periods presented with daily balances used to derive average balances. No tax equivalent
adjustments have been made to yield or costs. Non-accrual loans were included in the calculation of average balances, however
interest receivable on these loans has been fully reserved for and therefore not included in interest income. The yields and costs set
forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense
and exclude the impact of prepayment penalties, which are recorded to non-interest income.
2019
For the Years Ended June 30,
2018
2017
Average
Balance
Interest
Average
Yield/
Cost
Average
Balance
Interest
Average
Yield/
Cost
Average
Balance
Interest
Average
Yield/
Cost
(Dollars in Thousands)
Interest-earning assets:
Loans receivable (1)
Taxable investment securities (2)
Tax-exempt securities (2)
Other interest-earning assets (3)
Total interest-earning assets
Non-interest-earning assets
Total assets
$4,669,436 $192,386 4.12 % $3,577,598 $138,426 3.87 % $2,955,686 $111,181 3.76 %
1,171,335
134,489
101,595
6,076,855
582,838
$6,659,693
1,066,508
114,545
114,121
4,250,860
355,554
$4,606,414
1,048,163
127,779
93,209
4,846,749
420,219
$5,266,968
23,543 2.21
2,300 2.01
2,069 1.81
139,093 3.27
27,053 2.58
2,616 2.05
3,336 3.58
171,431 3.54
37,213 3.18
2,839 2.11
4,895 4.82
237,333 3.91
Interest-bearing liabilities:
Interest-bearing demand
Savings and club
Certificates of deposit
$ 796,815 $
761,203
2,194,513
Total interest-bearing deposits 3,752,531
1,359,323
Total interest-bearing liabilities 5,111,854
351,217
5,463,071
1,196,622
Total liabilities
Stockholders' equity
Non-interest-bearing liabilities (4)
Borrowings
8,125 1.02
4,186 0.55
40,200 1.83
52,511 1.40
29,509 2.17
82,020 1.60
7,390 0.82
993 0.17
21,266 1.42
29,649 1.00
20,489 2.25
50,138 1.29
$ 896,695 $
569,777
1,496,743
2,963,215
910,527
3,873,742
311,560
4,185,302
1,081,666
5,050 0.66
663 0.13
16,387 1.32
22,100 0.87
14,419 2.10
36,519 1.13
$ 769,767 $
519,506
1,241,958
2,531,231
685,772
3,217,003
283,109
3,500,112
1,106,302
Total liabilities and
stockholders'
equity
Net interest income
Interest rate spread (5)
Net interest margin (6)
Ratio of interest-earning assets
to interest-bearing liabilities
$6,659,693
$5,266,968
$4,606,414
$155,313
$121,293
$102,574
2.31 %
2.56 %
2.25 %
2.50 %
2.14 %
2.41 %
1.19
X
1.25
X
1.32
X
(1)
(2)
(3)
(4)
(5)
(6)
Loans held-for-sale and non-accruing loans have been included in loans receivable and the effect of such inclusion was not material.
Allowance for loan losses has been included in non-interest-earning assets.
Fair value adjustments have been excluded in the balances of interest-earning assets.
Includes interest-bearing deposits at other banks and FHLB of New York capital stock.
Includes average balances of non-interest-bearing deposits of $312,169,000, $281,262,000 and $249,693,000, for the years ended June 30,
2019, 2018 and 2017, respectively.
Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
Net interest margin represents net interest income as a percentage of average interest-earning assets.
51
Rate/Volume Analysis. The following table reflects the dollar amount of changes in interest income and interest expense to
changes in volume and in prevailing interest rates during the periods indicated. Each category reflects the: (1) changes in volume
(changes in volume multiplied by old rate); (2) changes in rate (changes in rate multiplied by old volume); and (3) net change. The
net change attributable to the combined impact of volume and rate has been allocated proportionally to the absolute dollar amounts of
change in each.
Year Ended June 30, 2019
versus
Year Ended June 30, 2018
Increase (Decrease) Due to
Rate
(In Thousands)
Volume
Net
Year Ended June 30, 2018
versus
Year Ended June 30, 2017
Increase (Decrease) Due to
Rate
(In Thousands)
Volume
$
$
$
44,534 $
3,411
143
321
48,409 $
9,426 $
6,749
80
1,238
17,493 $
(894) $
417
11,692
9,772
20,987
1,629 $
2,776
7,242
(752)
10,895
$
$
$
53,960
10,160
223
1,559
65,902
735
3,193
18,934
9,020
31,882
23,919 $
(408)
270
(438)
23,343 $
947 $
79
3,563
4,984
9,573
3,326 $
3,918
46
1,705
8,995 $
1,393 $
251
1,316
1,086
4,046
Net
27,245
3,510
316
1,267
32,338
2,340
330
4,879
6,070
13,619
Interest and dividend income
Loans receivable
Taxable investment securities
Tax-exempt securities
Other interest-earning assets
Total interest-earning assets
Interest expense:
Interest-bearing demand
Savings and club
Certificates of deposit
Borrowings
Total interest-bearing liabilities
Change in net interest income
$
27,422 $
6,598 $
34,020
$
13,770 $
4,949 $
18,719
Comparison of Operating Results for the Years Ended June 30, 2019, and June 30, 2018
Net Income. Net income for the year ended June 30, 2019 was $42.1 million, or $0.46 per diluted share; an increase of $22.5
million from $19.6 million, or $0.24 per diluted share, for the year ended June 30, 2018. The increase in net income reflected increases
in net interest income and non-interest income that were partially offset by increases in the provision for loan losses and non-interest
expense. Together, these factors contributed to an overall increase in pre-tax income. Notwithstanding the increase in pre-tax income,
the provision for income taxes decreased by $477,000 from $14.4 million for the year ended June 30, 2018 to $13.9 million for the
year ended June 30, 2019. This decrease was the result of a reduction in our effective income tax rate reflecting the impact of federal
income tax reform and certain non-deductible merger-related expenses whose effects collectively increased the effective tax rate
during the prior comparative period.
Net Interest Income. Net interest income for the year ended June 30, 2019 was $155.3 million; an increase of $34.0 million
from $121.3 million for the year ended June 30, 2018. The increase between the comparative periods resulted from an increase in
interest income of $65.9 million that was partially offset by an increase of $31.9 million in interest expense. The increase in interest
income was attributable to an increase in the average balance of interest-earning assets coupled with an increase in their average yield.
The increase in interest expense resulted from an increase in the average balance of interest-bearing liabilities coupled with an
increase in their average cost.
The noted increase in the average balances of interest-earning assets and interest-bearing liabilities and the associated increases
in their average yields and costs, respectively, primarily reflected the impact of the acquisition of Clifton which closed during the
fourth quarter of the prior fiscal year ended June 30, 2018 and, to a lesser extent, organic post-acquisition balance sheet growth. As
required by applicable accounting standards, we recorded purchase accounting adjustments to the carrying value of all assets acquired
and liabilities assumed from Clifton to reflect their fair values at the time of acquisition. With specific regard to the interest-earning
assets acquired and interest-bearing liabilities assumed, such adjustments generally accrete or amortize into interest income and
interest expense, respectively, on a level-yield/cost basis over their estimated remaining lives. As a result, the post-acquisition yield or
cost recognized by us on the assets and liabilities acquired generally reflect the comparable market interest rates for such instruments
at the time of their acquisition.
52
As presented in the separate discussion and analysis of interest income and expense below, these acquisition-related factors
noted above, contributed significantly to the six basis point increase in our net interest rate spread to 2.31% for the year ended June 30,
2019 from 2.25% for the year ended June 30, 2018. The increase in the net interest rate spread partly reflected a 37 basis points
increase in the average yield on interest-earning assets to 3.91% for the year ended June 30, 2019 from 3.54% for the year ended June
30, 2018. The increase in the average yield on interest-earning assets was partially offset by a 31 basis point increase in the average
cost of interest-bearing liabilities to 1.60% from 1.29% for those same comparative periods, respectively.
The factors resulting in the reported increase in our net interest rate spread also affected our net interest margin. In total, the our
net interest margin increased six basis points to 2.56% for the year ended June 30, 2019 compared to 2.50% for the year ended June
30, 2018.
Interest Income. Total interest income increased $65.9 million to $237.3 million for the year ended June 30, 2019 from $171.4
million for the year ended June 30, 2018. The increase in interest income partly reflected a $1.23 billion increase in the average
balance of interest-earning assets to $6.08 billion for the year ended June 30, 2019 from $4.85 billion for the year ended June 30,
2018. For those same comparative periods, the yield on interest-earning assets also increased by 37 basis points to 3.91% from 3.54%.
Interest income from loans increased $54.0 million to $192.4 million for the year ended June 30, 2019 from $138.4 million for
the year ended June 30, 2018. The average balance of loans increased by $1.09 billion to $4.67 billion for the year ended June 30,
2019 from $3.58 billion for the year ended June 30, 2018. The average yield on loans increased by 25 basis points to 4.12% for the
year ended June 30, 2019 from 3.87% for the year ended June 30, 2018. The increase in the average balance reflected the impact of
the acquisition of Clifton and, to a lesser extent, organic post-acquisition growth in loans. The increase in the average yield on loans
primarily reflected the effects of the Clifton acquisition through which the post-acquisition yield on the loans acquired reflect the
comparable market interest rates for such loans at the time of their acquisition, as discussed earlier.
The increase in interest income on interest-earning assets, excluding loans, was primarily due to the increase in interest income
on taxable investment securities. The weighted average yield on taxable investment securities increased by 60 basis points to 3.18%
for the year ended June 30, 2019 from 2.58% for the year ended June 30, 2018. The increase in the weighted average yield on taxable
investment securities was primarily attributable to an increase in the yield on our investments in floating rate securities. To a lesser
extent, the increase in interest income on interest-earning assets, excluding loans, was also attributable to an increase in interest
income on other interest-earning assets. The weighted average yield on other interest earning assets increased by 124 basis points to
4.82% for the year ended June 30, 2019 from 3.58% for the year ended June 30, 2018. The increase in the weighted average yield on
other interest-earning assets was primarily due to an increase in the yield on the balances of our FHLB stock holdings.
Interest Expense. Total interest expense increased by $31.9 million to $82.0 million for the year ended June 30, 2019 from
$50.1 million for the year ended June 30, 2018. The increase in interest expense partly reflected a $1.24 billion increase in the
average balance of interest-bearing liabilities to $5.11 billion for the year ended June 30, 2019 from $3.87 billion for the year ended
June 30, 2018 while also reflecting a 31 basis point increase in the average cost of interest-bearing liabilities to 1.60% from 1.29% for
those same comparative periods, respectively.
Interest expense attributed to deposits increased by $22.9 million to $52.5 million for the year ended June 30, 2019 from $29.6
million for the year ended June 30, 2018. The increase in interest expense was attributable to increases in the average balance and
average cost of interest-bearing deposits. The average balance of interest-bearing deposits increased by $789.3 million to $3.75
billion for the year ended June 30, 2019 from $2.96 billion for the year ended June 30, 2018. The increase in the average balance
reflected the combined effects of the Clifton acquisition coupled with organic growth in deposits that was partially offset by a decrease
in the average balance of wholesale interest-bearing checking accounts as discussed earlier. The average cost of interest-bearing
deposits increased by 40 basis points to 1.40% for the year ended June 30, 2019 from 1.00% for the year ended June 30, 2018.
Interest expense attributed to borrowings increased by $9.0 million to $29.5 million for the year ended June 30, 2019 from $20.5
million for the year ended June 30, 2018. The increase in interest expense partly reflected a $448.8 million increase in the average
balance of borrowings to $1.36 billion for the year ended June 30, 2019, from $910.5 million for the year ended June 30, 2018 while
also reflecting an eight basis point decrease in the average cost of borrowings to 2.17% from 2.25% for those same comparative
periods, respectively.
53
The increase in the average balance of borrowings primarily reflected a $428.9 million increase in the average balance of FHLB
advances to $1.31 billion for the year ended June 30, 2019 from $876.3 million for the year ended June 30, 2018. For those same
comparative periods, the average cost of FHLB advances decreased by 12 basis points to 2.20% from 2.32%. The increase in the
average balance and decrease in the average cost of FHLB advances largely reflected the impact of the Clifton acquisition while also
reflecting the impact of an additional $200 million of 90-day FHLB term advance drawn during the quarter ended September 30,
2018, to replace funding that was previously provided through the Promontory IND program, as noted earlier. With regard to the
noted FHLB advance, we had entered into a forward-starting interest rate swap contract in July 2016 to extend the effective duration
of the new 90-day FHLB advance thereby effectively fixing its cost for a longer period of time. The increase in the average balance of
FHLB advances partly reflected the addition of a $27.0 million FHLB CIP long-term advance during the quarter ended December 31,
2018. The increase in the average balance of borrowings also included a $19.9 million increase in the average balance of depositor
sweep accounts and overnight borrowings, to $54.2 million for the year ended June 30, 2019 from $34.3 million for the year ended
June 30, 2018. The average cost of depositor sweep accounts and overnight borrowings increased by 105 basis points to 1.45% from
0.40% between the same comparative periods.
Provision for Loan Losses. The provision for loan losses increased by $850,000 to $3.6 million for the year ended June 30,
2019 from $2.7 million for the year ended June 30, 2018. The increase in the provision partly reflected the effects of greater growth
during the year ended June 30, 2019 in the balance of the performing portion of the loan portfolio that was collectively evaluated for
impairment compared to that of the prior year ended June 30, 2018. Additionally, the increase reflected the effects of updates to
environmental loss factors that increased the applicable portion of the allowance and the associated provision expense between
comparative periods.
Additional information regarding the allowance for loan losses and the associated provisions recognized during the year ended
June 30, 2019, is presented under “Item 1, Business” of this Annual Report on Form 10-K as well as in Note 1 and Note 8 to the
audited consolidated financial statements.
Non-Interest Income. Non-interest income increased by $292,000 to $13.6 million for the year ended June 30, 2019 from $13.3
million for the year ended June 30, 2018, reflecting the effects of several offsetting factors.
Income recognized on bank-owned life insurance increased by $977,000 to $6.3 million for the year ended June 30, 2019 from
$5.4 million for the year ended June 30, 2018. The increase was largely attributable to the additional income earned on the cash
surrender value of the policies acquired in conjunction with the Clifton acquisition.
Miscellaneous non-interest income increased by $80,000 to $475,000 for the year ended June 30, 2019 from $395,000 for the
year ended June 30, 2018. The increase primarily reflected $56,000 of fee income recognized on mortgage banking activities which
were not included in gain on sale of loans coupled with an increase in credit card referral fee income.
We recognized a net loss of $323,000 on the sale and call of securities during the year ended June 30, 2019 compared to a net
gain of $8,000 during the year ended June 30, 2018.
Gain on sale of loans decreased by $424,000 to $580,000 for the year ended June 30, 2019 from $1.0 million for the year ended
June 30, 2018. The decrease in loan sale gains primarily reflected a lower volume of loans originated and sold between comparative
periods.
Further impacting non-interest income was a net loss totaling $11,000 arising from the write down and sale of other real estate
owned (“OREO”) during the year ended June 30, 2019 compared to a net loss totaling $19,000 during the earlier comparative period.
The remaining changes in the other components of non-interest income between comparative periods generally reflected normal
operating fluctuations within those line items.
Non-Interest Expenses. Non-interest expense increased by $11.3 million to $109.2 million for the year ended June 30, 2019
from $97.9 million for the year ended June 30, 2018. The increase in non-interest expense included $1.7 million of non-recurring
branch consolidation expenses which were recognized as components of salaries and employee benefits and miscellaneous expenses
totaling $654,000 and $1.1 million, respectively. In addition, the increase in non-interest expense between comparative periods
reflected the effects of the acquisition of Clifton in April 2018 whose impact on our ongoing operating expenses was fully reflected
throughout the fiscal year ended June 30, 2019.
54
Salaries and employee benefits expense increased by $9.3 million to $63.0 million for the year ended June 30, 2019 from $53.7
million for the year ended June 30, 2018. The increase generally reflected the effects of the additional employees retained in
conjunction with the Clifton acquisition while also reflecting increases in certain compensation and benefit expenses attributable to the
our existing roster of employees. Such increases included annual increases in wages and salaries for fiscal 2019 coupled with the cost
of staffing additions within certain lending, business development, risk management and operational support functions. The increase
in salaries and employee benefits expense also reflected increases in commissions, incentive compensation, employee severance,
employee health insurance and payroll taxes. These increases were partially offset by decreases in employee retirement, ESOP and
stock benefit plan expenses.
Net occupancy expense of premises increased by $2.0 million to $11.2 million for the year ended June 30, 2019 from $9.2
million for the year ended June 30, 2018. The increase was largely attributable to the ongoing operating expenses associated with the
owned and leased office facilities acquired by us in conjunction with the Clifton acquisition. The increase in premises occupancy
expense also reflected an increase in facility lease expenses arising from costs associated with forthcoming branch additions and
relocations, coupled with increases in facility repairs and maintenance and depreciation expenses relating to existing administrative
and branch facilities.
Equipment and systems expense increased by $2.8 million to $12.3 million for the year ended June 30, 2019 from $9.5 million
for the year ended June 30, 2018. The increase in equipment and systems expense was largely attributable to the ongoing operating
expenses associated with the equipment and information technology infrastructure acquired by us in conjunction with the Clifton
acquisition. However, the increase also reflected $551,000 of non-recurring information technology expenses recognized in
conjunction with the October 2018 conversion and integration of Clifton’s core processing system.
Advertising and marketing expense increased by $91,000 to $3.1 million for the year ended June 30, 2019 from $3.0 million for
the year ended June 30, 2018. The decrease in advertising and marketing expense largely reflected decreases in advertising expenses
across a variety of advertising formats including outdoor and electronic media reflecting normal fluctuations in the timing of certain
advertising campaigns supporting our loan and deposit growth initiatives.
Federal deposit insurance premiums increased by $263,000 to $1.8 million for the year ended June 30, 2019 from $1.5 million
for the year ended June 30, 2018. The increase was primarily attributable to an increased deposit insurance assessment base arising
from the effects of the Clifton acquisition as well as our organic growth.
Directors’ compensation expense increased by $224,000 to $3.0 million for the year ended June 30, 2019 from $2.8 million for
the year ended June 30, 2018. The increase in expense primarily reflected an increase in director fees attributable to the net growth in
our Board of Directors by two members between comparative periods.
Miscellaneous expense increased by $3.4 million to $14.8 million for the year ended June 30, 2019 from $11.4 million for the
year ended June 30, 2018. The increase in miscellaneous expense primarily reflected $1.1 million of non-recurring branch
consolidation expenses, noted above. The increase in miscellaneous expense also reflected increases in the amortization of core
deposit intangibles arising from the Clifton acquisition coupled with increases in legal, audit, consulting and insurance expense. Also
included in this increase was $108,000 of non-recurring expenses associated with the October 2018 conversion and integration of
Clifton’s core processing system.
Finally, the change in non-interest expense between comparative periods also reflected $6.7 million of merger-related costs
associated with the Clifton acquisition that were recorded during the earlier comparative period for which no comparable costs were
recorded in the current period.
Provision for Income Taxes. The provision for income taxes decreased by $477,000 to $13.9 million for the year ended June
30, 2019 from $14.4 million for the year ended June 30, 2018. The variance in income tax expense partly reflected a reduction in our
effective income tax rate that was partially offset by an increase in the taxable portion of pre-tax income between comparative periods.
Our effective tax rate for the year ended June 30, 2019 was 24.8%. In relation to statutory income tax rates, the effective tax rate for
the year ended June 30, 2019 partly reflected the effects of recurring sources of tax-favored income included in pre-tax income. By
comparison, our effective tax rate for the year ended June 30, 2018 was 42.4%. The decrease in the effective tax rate primarily
reflected the impact of federal income tax reform whose effects were partially offset by changes enacted by the State of New Jersey to
its income tax laws that became effective on July 1, 2018. Additionally, the decrease in the effective tax rate reflected the effects of
certain non-deductible merger-related expenses whose effects collectively increased the effective tax rate during the prior comparative
period. The effective tax rate for the year ended June 30, 2019 reflects our current statutory federal income tax rate of 21%.
55
Comparison of Operating Results for the Years Ended June 30, 2018, and June 30, 2017
A comparison of our operating results for the years ended June 30, 2018 and June 30, 2017 can be found in our Annual Report
on Form 10-K for the year ended June 30, 2018, filed with the SEC on August 28, 2018.
Liquidity and Commitments
Our liquidity, represented by cash and cash equivalents, is a product of our operating, investing and financing activities. Our
primary sources of funds are deposits, borrowings, amortization, prepayments and maturities of mortgage-backed securities and
outstanding loans, maturities and calls of debt securities and funds provided from operations. In addition to cash and cash equivalents,
we invest excess funds in short-term interest-earning assets such as overnight deposits or U.S. agency securities, which provide
funding to meet our liquidity management objectives. While scheduled payments from the amortization of loans and mortgage-backed
securities and maturing securities and short-term investments are relatively predictable sources of funds, general interest rates,
economic conditions and competition greatly influence deposit flows and prepayments on loans and mortgage-backed securities.
The Bank is required to have enough investments that qualify as liquid assets in order to maintain sufficient liquidity to ensure a
safe operation. The balance of our cash and cash equivalents decreased by $89.9 million to $38.9 million at June 30, 2019 from $128.9
million at June 30, 2018. The decrease in the balance of cash and cash equivalents largely reflected our ongoing effort to enhance
earnings by generally limiting the level of lower-yielding, short-term liquid assets to the levels needed to meet its day-to-day funding
obligations and overall liquidity risk management objectives. The elevated levels of cash and cash equivalents at June 30, 2018 partly
reflected operating fluctuations in our short-term liquidity coupled with the acquisition of $36.6 million in cash and cash equivalents
acquired from Clifton. Short-term investments qualifying as liquid assets are supplemented by our portfolio of securities classified as
available for sale whose balances at June 30, 2019 included $714.3 million of investment securities that can readily be sold if
necessary.
Cash and cash equivalents at June 30, 2019 included funds on deposit at other financial institutions totaling $22.3 million and
other cash-related items, consisting primarily of vault cash and cash held by, or in transit to/from, our cash repository service provider,
totaling $16.6 million. Cash and equivalents on deposit at other institutions at June 30, 2019 included $6.2 million held by the FHLB,
$13.7 million held by the FRB as well as $2.4 million held at two U.S. domestic commercial banks representing funds on deposit
totaling $2.2 million and $236,000, respectively, at June 30, 2019.
Deposits increased $74.0 million to $4.15 billion at June 30, 2019 from $4.07 billion at June 30, 2018. The net increase in
deposit balances reflected a $76.9 million increase in interest-bearing deposits offset by a $2.9 million decrease in non-interest-bearing
deposits. Borrowings from the FHLB of New York and other sources are generally available to supplement the Bank’s liquidity
position and, to the extent that maturing deposits do not remain with us, management may replace such funds with borrowings. As of
June 30, 2019, the Bank’s outstanding balance of FHLB advances, excluding fair value adjustments, totaled $1.29 billion. Of these
advances, $145.0 million represent long-term, fixed-rate advances maturing in 2023 that have terms enabling the FHLB to call the
borrowing at their option prior to maturity. The remaining balance of long-term, fixed-rate advances included 30 term advances
totaling $317.4 million with maturities ranging from fiscal 2020 to fiscal 2026 and one fixed-rate, amortizing advance maturing in
fiscal 2021 with an outstanding balance of $246,000 at June 30, 2019. Short-term FHLB advances at June 30, 2019 included $825.0
million of fixed-rate borrowings which have been effectively converted to longer duration funding sources through the use of interest
rate derivatives. In addition to the FHLB advances, we have other borrowings totaling $8.8 million at June 30, 2019 representing
collateralized overnight sweep account balances linked to customer demand deposits and $30.0 million in other overnight borrowings.
We have the capacity to borrow additional funds from the FHLB, through a line of credit or by taking additional short-term or
long-term advances. Such borrowings are an option available to management if funding needs change or to modify the effective
duration of liabilities. As of June 30, 2019, the Bank’s borrowing potential at the FHLB of New York was $1.31 billion without
pledging additional collateral. We also have the capacity to borrow additional funds, on an unsecured basis, via lines of credit we
have established with a variety of other financial institutions. As of June 30, 2019 available borrowing capacity under those lines of
credit totaled $625.0 million.
56
The following table sets forth information concerning balances and interest rates on our short-term borrowings at and for the
periods shown:
Balance at end of year
Average balance during year
Maximum outstanding at any month end
Weighted average interest rate at end of year
Weighted average interest rate during year
$
$
$
2019
825,000
854,554
975,000
At or For the Years Ended June 30,
2018
(Dollars in Thousands)
$
$
$
625,000
629,008
667,000
$
$
$
2.54 %
2.48 %
2.22 %
1.64 %
2017
625,000
498,115
625,000
1.29 %
0.85 %
The following table discloses our contractual obligations and commitments as of June 30, 2019:
Less than
One Year
One to
Three Years
At June 30, 2019
Over Three
Years to
Five Years
(In Thousands)
Over Five
Years
Total
Contractual obligations
Operating lease obligations
Certificates of deposit
Federal Home Loan Bank Advances
$
3,278 $
5,462 $
1,486,448
873,400
614,909
126,746
3,646 $
96,014
177,500
7,786 $
7,086
110,000
20,172
2,204,457
1,287,646
Total contractual obligations
$
2,363,126 $
747,117 $
277,160 $
124,872 $
3,512,275
Commitments
Undisbursed funds from approved lines of credit (1)
Construction loans in process (1)
Other commitments to extend credit (1)
Total commitments
$
$
(1)
Represents amounts committed to customers.
26,964 $
3,842
27,717
6,595 $
-
-
7,392 $
-
-
37,598 $
-
-
78,549
3,842
27,717
58,523 $
6,595 $
7,392 $
37,598 $
110,108
In addition to the loan commitments noted above, the pipeline of loans held for sale included $46.2 million of in process loans
whose terms included interest rate locks to borrowers that were paired with a best-efforts commitment to sell the loan to a buyer at a
fixed price and within a predetermined timeframe after the sale commitment is established.
Off-Balance Sheet Arrangements
We are a party to financial instruments with off-balance-sheet risk in the normal course of our business of investing in loans and
securities as well as in the normal course of maintaining and improving our facilities. These financial instruments include significant
purchase commitments, such as commitments related to capital expenditure plans and commitments to extend credit to meet the
financing needs of our customers. We had no significant off-balance sheet commitments for capital expenditures as of June 30, 2019.
In addition to the commitments noted above, we are party to standby letters of credit totaling approximately $612,000 at June
30, 2019 through which we guarantee certain specific business obligations of our commercial customers.
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.
Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend
credit is represented by the contractual notional amount of those instruments. We use the same credit policies in making commitments
and conditional obligations as we do for on-balance-sheet instruments.
57
At June 30, 2019, outstanding loan commitments relating to loans held in portfolio totaled $110.1 million compared to $224.3
million at June 30, 2018. As of that same date, the pipeline of loans held for sale included $46.2 million of in process loans whose
terms included interest rate locks to borrowers which are considered free-standing derivative instruments whose values are not
considered to be material for financial statement reporting purposes. Since some of the commitments are expected to expire without
being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. For additional information
regarding our outstanding lending commitments at June 30, 2019, see Note 13 and Note 17 to the audited consolidated financial
statements.
Capital
Consistent with our goals to operate as a sound and profitable financial organization, Kearny Financial and Kearny Bank
actively seek to maintain our well capitalized status in accordance with regulatory standards. As of June 30, 2019, Kearny Financial
and Kearny Bank exceeded all capital requirements of the federal banking regulators and were considered well capitalized.
Kearny Bank’s regulatory capital ratios at June 30, 2019 were as follows: Tier 1 leverage ratio 11.78%; Common Equity Tier I
risk-based capital 18.68%; Tier I risk-based capital 18.68%; and total risk-based capital 19.50%.
Kearny Financial’s regulatory capital ratios at June 30, 2019 were as follows: Tier 1 leverage ratio 14.14%; Common Equity
Tier I risk-based capital 22.40%; Tier I risk-based capital 22.40%; and total risk-based capital 23.22%.
The regulatory capital requirements to be considered well capitalized at June 30, 2019 were as follows: Tier 1 leverage ratio
5.0%; Common Equity Tier I risk-based capital 6.5%; Tier I risk-based capital 8.0%; and total risk-based capital 10.0%.
For additional information regarding regulatory capital at June 30, 2019, see Note 15 to the audited consolidated financial
statements.
Impact of Inflation
The financial statements included in this document have been prepared in accordance with accounting principles generally
accepted in the United States of America. These principles require the measurement of financial position and operating results in
terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.
Our primary assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our
performance than the effects of general levels of inflation. Interest rates, however, do not necessarily move in the same direction or
with the same magnitude as the price of goods and services, since such prices are affected by inflation. In a period of rapidly rising
interest rates, the liquidity and maturities of our assets and liabilities are critical to the maintenance of acceptable performance levels.
The principal effect of inflation on earnings, as distinct from levels of interest rates, is in the area of non-interest expense.
Expense items such as employee compensation, employee benefits and occupancy and equipment costs may be subject to increases as
a result of inflation. An additional effect of inflation is the possible increase in the dollar value of the collateral securing loans that we
have made. We are unable to determine the extent, if any, to which properties securing our loans have appreciated in dollar value due
to inflation.
Recent Accounting Pronouncements
For a discussion of the expected impact of recently issued accounting pronouncements that have yet to be adopted by us, please
refer to Note 2 to the audited consolidated financial statements.
58
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Management of Interest Rate Risk and Market Risk
Qualitative Analysis. The majority of our assets and liabilities are sensitive to changes in interest rates. Consequently, interest
rate risk is a significant form of business risk that we must manage. Interest rate risk is generally defined in regulatory nomenclature
as the risk to our earnings or capital arising from the movement of interest rates. It arises from several risk factors including: the
differences between the timing of rate changes and the timing of cash flows (re-pricing risk); the changing rate relationships among
different yield curves that affect bank activities (basis risk); the changing rate relationships across the spectrum of maturities (yield
curve risk); and the interest-rate-related options embedded in bank products (option risk).
Regarding the risk to our earnings, movements in interest rates and the shape of the yield curve significantly influence the
amount of net interest income that we recognize. Net interest income is, by far, our largest revenue source to which we add our non-
interest income and from which we deduct our provision for loan losses, non-interest expense and income taxes to calculate net
income. Movements in market interest rates, and the effect of such movements on the risk factors noted above, significantly influence
the spread between the interest earned on our interest-earning assets and the interest paid on our interest-bearing liabilities.
Movements in interest rates that increase, or widen, that spread enhance our net income. Conversely, movements in interest rates that
reduce, or tighten, that net interest spread adversely impact our net income.
In general, the interest rates paid on our deposits tend to be determined based upon the level of shorter-term interest rates. In
contrast, the interest rates earned on our loans generally tend to be based upon the level of comparatively longer-term interest rates to
the extent such assets are fixed-rate in nature. As such, the overall spread between shorter-term and longer-term interest rates when
earning assets and costing liabilities re-price greatly influences our overall net interest spread over time. In general, a wider spread
between shorter-term and longer-term interest rates, implying a steeper yield curve, is beneficial to our net interest spread. By
contrast, a narrower spread between shorter-term and longer-term interest rates, implying a flatter yield curve, or a negative spread
between those measures, implying an inverted yield curve, adversely impacts our net interest spread.
We continue to execute various strategies to manage the risk to our net interest rate spread and margin arising from adverse
changes in interest rates and the shape of the yield curve. Such strategies include deploying excess liquidity in higher yielding
interest-earning assets, increasing the balance of our non-interest bearing deposits and continuing to limit increases in our cost of
interest-bearing liabilities while extending their duration through various deposit pricing strategies.
Notwithstanding these efforts, the risk of further net interest rate spread and margin compression is significant as the yield on
our interest-earning assets reflects the lingering impact of the relatively low level of longer-term market interest rates in prior years
whereas recent increases in shorter-term market interest rates have affected the cost of our interest-bearing liabilities. Moreover, the
continuation of the flat-to-inverted yield curve may cause our cost of interest-bearing liabilities to continue to rise faster than our yield
on interest-earning assets. Conversely, a steeping of the yield curve or future decreases in shorter-term market interest rates may
cause our cost of interest-bearing liabilities to decline faster than our yield on interest-earning assets.
As an interest rate risk management strategy, our business plan also calls for greater expansion into C&I and construction
lending and continued growth in longer duration core deposits. Toward that end, we are continuing to expand our lending resources
with experienced business lenders focused on the origination of floating-rate and shorter-term fixed-rate loans and the corresponding
core deposit account balances typically associated with such relationships. We have also developed various interest rate risk
management strategies which enable us to utilize derivative instruments to synthetically alter the interest rate risk profile of various
interest-earning assets and interest-bearing liabilities.
59
We maintain an Asset/Liability Management (“ALM”) Program to address all matters relating to the management of interest
rate risk and liquidity risk. The program is overseen by the Board of Directors through its Interest Rate Risk Management Committee
comprising six members of the Board with our Chief Operating Officer, Chief Financial Officer, Treasurer/Chief Investment Officer
and Chief Risk Officer participating as management’s liaison to the committee. The committee meets quarterly to address
management of our assets and liabilities, including review of our liquidity and interest rate risk profiles, loan and deposit pricing and
production volumes, investment and wholesale funding strategies, and a variety of other asset and liability management topics. The
results of the committee’s quarterly review are reported to the full Board, which adjusts our ALM policies and strategies, as it
considers necessary and appropriate.
The Board of Directors has assigned the responsibility for the operational aspects of the ALM program to our Asset/Liability
Management Committee (“ALCO”). The ALCO is a management committee comprising the Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, Chief Lending Officer, Chief Credit Officer, Chief Banking Officer, Chief Risk Officer
and Treasurer/Chief Investment Officer. Additional members of our management team may be asked to participate on the ALCO, as
appropriate.
Responsibilities conveyed to the ALCO by the Board of Directors include:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
developing ALM-related policies and associated operating procedures and controls that will identify and measure the
risks associated with ALM while establishing the limits and thresholds relating thereto;
developing ALM-related operating strategies and tactics designed to manage the relevant risks within the applicable
policy thresholds and limits while supporting the achievement of the goals and objectives of our strategic business
plan;
developing, implementing and maintaining a management- and Board-level ALM monitoring and reporting system;
ensuring that the ALCO and the Board of Directors are kept abreast of current technologies, procedures and industry
best practices that may be utilized to carry out their ALM-related duties and responsibilities;
ensuring the periodic independent validation of the Company’s ALM risk management policies and operating
practices and controls; and
conducting periodic ALCO committee meetings to review all matters relating to ALM strategies and risk
management activities.
Quantitative Analysis. The quantitative analysis regularly conducted by management measures interest rate risk from both a
capital and earnings perspective. With regard to capital, our internal interest rate risk analysis calculates the sensitivity of our
Economic Value of Equity (“EVE”) ratio to movements in interest rates. EVE represents the present value of the expected cash flows
from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet
contracts. The EVE ratio represents the dollar amount of our EVE divided by the present value of our total assets for a given interest
rate scenario. In essence, EVE attempts to quantify our economic value using a discounted cash flow methodology while the EVE
ratio reflects that value as a form of capital ratio. The degree to which the EVE ratio changes for any hypothetical interest rate scenario
from its base case measurement is a reflection of an institution’s sensitivity to interest rate risk.
Our EVE ratio is first calculated in a base case scenario that assumes no change in interest rates as of the measurement date. The
model then measures the change in the EVE ratio throughout a series of interest rate scenarios representing immediate and permanent,
parallel shifts in the yield curve up and down 100, 200 and 300 basis points with additional scenarios modeled where appropriate. The
model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the
modeling of certain falling rate scenarios during periods of lower market interest rates. Our interest rate risk management policy
establishes acceptable floors for the EVE ratio and caps for the maximum percentage change in the dollar amount of EVE throughout
the scenarios modeled. The relatively low level of interest rates prevalent at June 30, 2019 and June 30, 2018 precluded the modeling
of certain falling rate scenarios as parallel downward shifts in the yield curve would have resulted in negative interest rates for several
points along that curve as of those analysis dates.
60
The following tables present the results of our internal EVE analysis as of June 30, 2019 and June 30, 2018, respectively:
Change in
Interest Rates
$ Amount
of EVE
Change in
Interest Rates
$ Amount
of EVE
+300 bps
+200 bps
+100 bps
0 bps
-100 bps
-200 bps
+300 bps
+200 bps
+100 bps
0 bps
-100 bps
Economic Value of
Equity ("EVE")
$ Change
in EVE
(Dollars in Thousands)
(172,135)
(110,167)
(46,336)
-
(13,247)
(105,973)
733,887
795,855
859,686
906,022
892,775
800,049
Economic Value of
Equity ("EVE")
$ Change
in EVE
(Dollars in Thousands)
(212,562)
(148,847)
(69,079)
-
9,553
912,671
976,386
1,056,154
1,125,233
1,134,786
June 30, 2019
EVE as a % of
Present Value of Assets
% Change
in EVE
EVE Ratio
(19) %
(12) %
(5) %
-
(1) %
(12) %
June 30, 2018
12.44 %
13.12 %
13.77 %
14.12 %
13.63 %
12.11 %
Change in
EVE Ratio
(168) bps
(100) bps
(35) bps
-
(49) bps
(201) bps
EVE as a % of
Present Value of Assets
% Change
in EVE
EVE Ratio
(19) %
(13) %
(6) %
-
1 %
16.06 %
16.67 %
17.44 %
17.99 %
17.67 %
Change in
EVE Ratio
(193) bps
(132) bps
(55) bps
-
(32) bps
As seen in the tables above, the dollar amount of EVE and the EVE ratios declined between comparative periods across all
scenarios modeled while the sensitivity of those measures to movements in interest rates generally decreased slightly. The decrease in
the dollar amount of EVE and the EVE ratios across all rate scenarios largely reflect the overall decrease in stockholders’ equity
arising from the Company’s continued repurchases of its common stock during the year ended June 30, 2019.
There are numerous internal and external factors that may contribute to changes in an institution’s EVE ratio and its sensitivity.
Internally, changes in the composition and allocation of an institution’s balance sheet and the interest rate risk characteristics of its
components can significantly alter the exposure to interest rate risk as quantified by the changes in the EVE sensitivity measures.
Changes to certain external factors, most notably changes in the level of market interest rates and overall shape of the yield curve, can
also alter the projected cash flows of the institution’s interest-earning assets and interest-costing liabilities and the associated present
values thereof. Changes in internal and external factors from period to period can complement one another’s effects to reduce overall
sensitivity, partly or wholly offset one another’s effects, or exacerbate one another’s adverse effects and thereby increase the
institution’s exposure to interest rate risk as quantified by EVE sensitivity measures.
Our internal interest rate risk analysis also includes an earnings-based component. A quantitative, earnings-based approach to
measuring interest rate risk is strongly encouraged by bank regulators as a complement to the EVE-based methodology. There are no
commonly accepted industry best practices that specify the manner in which earnings-based interest rate risk analysis should be
performed with regard to certain key modeling variables. Such variables include, but are not limited to, those relating to rate scenarios,
measurement periods, measurement criteria and balance sheet composition and allocation. The absence of a commonly shared,
industry-standard set of analysis criteria and assumptions on which to base an earnings-based analysis could result in inconsistent or
misinterpreted disclosure concerning an institution’s level of interest rate risk. Consequently, we limit the presentation of our
earnings-based interest rate risk analysis to the scenarios presented in the table below.
Consistent with the EVE analysis above, such scenarios utilize immediate and permanent rate shocks that result in parallel shifts
in the yield curve. For each scenario, projected net interest income (“NII”) is measured over a one year period utilizing a static balance
sheet assumption through which incoming and outgoing asset and liability cash flows are reinvested into similar instruments. Product
pricing and earning asset prepayment speeds are appropriately adjusted for each rate scenario.
61
As illustrated in the tables below the findings of our NII-based analysis generally reflect an increase between June 30, 2018 and
June 30, 2019 in interest rate risk exposure in the rising rate scenarios with a decrease between comparative periods in interest rate
risk exposure in the falling rate scenario.
The following tables present the results of our internal NII analysis as of June 30, 2019 and June 30, 2018, respectively:
Change in
Interest Rates
Balance Sheet
Composition
Measurement
Period
$ Amount
of NII
June 30, 2019
Net Interest
Income ("NII")
$ Change
in NII
+300 bps
+200 bps
+100 bps
0 bps
-100 bps
-200 bps
Static
Static
Static
Static
Static
Static
One Year
One Year
One Year
One Year
One Year
One Year
$
(Dollars In Thousands)
131,190 $
136,883
143,007
147,308
148,011
146,927
(16,118)
(10,425)
(4,301)
-
703
(381)
Change in
Interest Rates
Balance Sheet
Composition
Measurement
Period
$ Amount
of NII
June 30, 2018
Net Interest
Income ("NII")
$ Change
in NII
+300 bps
+200 bps
+100 bps
0 bps
-100 bps
Static
Static
Static
Static
Static
$
One Year
One Year
One Year
One Year
One Year
(Dollars In Thousands)
151,420 $
153,792
156,617
157,960
152,956
(6,540)
(4,168)
(1,343)
-
(5,004)
% Change
in NII
(10.94) %
(7.08)
(2.92)
-
0.48
(0.26)
% Change
in NII
(4.14) %
(2.64)
(0.85)
-
(3.17)
The relatively low level of interest rates prevalent at June 30, 2019 and June 30, 2018 precluded the modeling of certain falling
rate scenarios normally used in the Company’s EVE and NII-based analyses as parallel downward shifts in the yield curve would have
resulted in negative interest rates for several points along that curve as of those dates.
Notwithstanding the rate change scenarios presented in the EVE and NII-based analyses above, future interest rates and their
effect on net portfolio value or net interest income are not predictable. Computations of prospective effects of hypothetical interest
rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments and deposit run-offs
and should not be relied upon as indicative of actual results. Certain shortcomings are inherent in this type of computation. Although
certain assets and liabilities may have similar maturity or periods of re-pricing, they may react at different times and in different
degrees to changes in market interest rates. The interest rate on certain types of assets and liabilities, such as demand deposits and
savings accounts, may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may
lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, generally have features which restrict
changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayments and
early withdrawal levels could deviate significantly from those assumed in making calculations set forth above. Additionally, an
increase in credit risk may result as the ability of many borrowers to service their debt may decrease in the event of an interest rate
increase.
Item 8. Financial Statements and Supplementary Data
The Company’s consolidated financial statements are contained in this Annual Report on Form 10-K immediately following
Item 16.
62
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
On August 30, 2017, Kearny Financial Corp. (the "Company") dismissed BDO, LLP ("BDO") as the Company's independent
registered public accounting firm. The dismissal of BDO was approved by the Audit and Compliance Committee (the “Committee”)
of the Board of Directors and was effective on August 30, 2017.
BDO's audit reports on the Company's consolidated financial statements as of and for the year ended June 30, 2017, did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.
During the fiscal year ended June 30, 2017, there were (i) no disagreements between the Company and BDO on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to the
satisfaction of BDO, would have caused BDO to make reference thereto in their reports on the consolidated financial statements for
such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Also on August 30, 2017, the Committee completed a competitive selection process and selected Crowe LLP ("Crowe") as the
Company's independent registered public accounting firm, effective August 30, 2017. During the fiscal year ended June 30, 2017, the
Company did not consult with Crowe regarding: (i) the application of accounting principles to a specified transaction, either
completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements, and Crowe did not
provide any written report or oral advice that Crowe concluded was an important factor considered by the Company in reaching a
decision as to any such accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a
disagreement with BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedure or the subject of a reportable event.
Item 9A. Controls and Procedures
(a) Disclosure Controls and Procedures
Based on their evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the “Exchange Act”)), the Company’s principal executive officer and principal financial
officer have concluded that as of the end of the period covered by this Annual Report on Form 10-K such disclosure controls and
procedures are effective 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 Securities and Exchange
Commission rules and forms and is accumulated and communicated to the Company’s management, including the principal executive
and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
(b)
Internal Control over Financial Reporting
1. Management’s Annual Report on Internal Control Over Financial Reporting.
Management’s report on the Company’s internal control over financial reporting appears in the Company’s consolidated
financial statements that are contained in this Annual Report on Form 10-K immediately following Item 16. Such report is
incorporated herein by reference.
2.
Report of Independent Registered Public Accounting Firm.
The report of Crowe LLP, an independent registered public accounting firm, on the Company’s internal control over financial
reporting appears in the Company’s consolidated financial statements that are contained in this Annual Report on Form 10-K
immediately following Item 16. Such report is incorporated herein by reference.
3.
Changes in Internal Control Over Financial Reporting.
During the last quarter of the year under report, there was no change in the Company’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
63
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information that appears under the headings included under “Proposal I – Election of Directors” and “Corporate
Governance Matters” in the Registrant’s definitive proxy statement for the Registrant’s 2019 Annual Meeting of Stockholders to be
filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year end (the “Proxy Statement”) is
incorporated herein by reference.
The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal
accounting officer. A copy of the code of ethics is available on our website at www.kearnybank.com on the “Company Info” tab
under the link “Governance Documents” or without charge upon request to the Corporate Secretary, Kearny Financial Corp., 120
Passaic Avenue, Fairfield, New Jersey 07004.
Item 11. Executive Compensation
The information that appears under the headings “Executive Compensation”, “Director Compensation” and “Compensation
Discussion and Analysis” in the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(a)
(b)
Security Ownership of Certain Beneficial Owners. Information required by this item is incorporated herein by
reference to the section captioned “Security Ownership of Certain Beneficial Owners and Management” in the Proxy
Statement.
Security Ownership of Management. Information required by this item is incorporated herein by reference to the
section captioned “Proposal I – Election of Directors” in the Proxy Statement.
(c) Changes in Control. Management of the Company knows of no arrangements, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.
(d)
Securities Authorized for Issuance Under Equity Compensation Plans. Set forth below is information as of June 30,
2019 with respect to compensation plans under which equity securities of the Registrant are authorized for issuance.
(A)
(B)
Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(C)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans -
Excluding Securities
Reflected in Column (A)
182,766 $
4,200,930 $
- $
4,383,696 $
10.28
15.17
-
14.97
-
463,934
-
463,934
Equity compensation plans
approved by stockholders (1):
2005 Stock Compensation
and Incentive Plan
2016 Equity Incentive Plan
Equity compensation plans
not approved by stockholders:
None.
Total
(1)
The number of securities reported in column (A) includes 1,423,029 vested options and 2,025,423 non-vested options outstanding as of June
30, 2019. In addition to these options, restricted stock awards of 935,244 shares were also non-vested as of June 30, 2019. The non-vested
options and restricted stock awards are earned at the rate of 20% one year after the date of the grant and 20% annually thereafter. As of June
30, 2019, there were 45,306 restricted shares and 418,628 options remaining available for award under the approved equity compensation
plans and are reported under column (C) as securities remaining available for future issuance under such plans.
64
Item 13. Certain Relationships and Related Transactions and Director Independence
The information that appears under the section captioned “Corporate Governance Matters – Transactions with Certain Related
Persons” – “Board Independence” in the Proxy Statement is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information relating to this item is incorporated herein by reference to the information contained under the section
captioned “Proposal II – Ratification of Appointment of Independent Auditor” in the Proxy Statement.
65
Item 15. Exhibits, Financial Statement Schedules
PART IV
(1) The following financial statements and the independent auditors’ report appear in this Annual Report on Form 10-K
immediately after Item 16:
Management Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firms
Consolidated Statements of Financial Condition as of June 30, 2019 and 2018
Consolidated Statements of Income For the Years Ended June 30, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income For the Years Ended June 30, 2019, 2018 and 2017
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended June 30, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the Years Ended June 30, 2019, 2018 and 2017
Notes to Consolidated Financial Statements
F-1
F-2
F-6
F-7
F-8
F-9
F-11
F-13
(2) All schedules are omitted because they are not required or applicable, or the required information is shown in the
consolidated financial statements or the notes thereto.
(3) The following exhibits are filed as part of this Annual Report on Form 10-K:
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
Articles of Incorporation of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement
on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
Bylaws of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1
(File No. 333-198602), originally filed on September 5, 2014)
Form of Common Stock Certificate of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration
Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
Description of Capital Stock of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration
Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
Amended and Restated Employment Agreement between Kearny Bank and Craig Montanaro dated May 18, 2015
(Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-
37399), originally filed on September 14, 2015)†
Amended and Restated Employment Agreement between Kearny Financial Corp. and Craig Montanaro dated May 18,
2015 (Incorporated by reference to Exhibit 10.2 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-
37399), originally filed on September 14, 2015)†
Employment Agreement between Kearny Bank and Patrick M. Joyce dated May 18, 2015 (Incorporated by reference to
Exhibit 10.4 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on
September 14, 2015)†
Amended and Restated Employment Agreement between Kearny Bank and Eric B. Heyer dated July 1, 2018 (Incorporated
by reference to exhibit 10.5 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399, originally filed
on August 28, 2018)†
Employment Agreement between Kearny Bank and Erika K. Parisi dated May 18, 2015 (Incorporated by reference to
Exhibit 10.6 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on
September 14, 2015)†
Amended and Restated Change in Control Agreement between Kearny Bank and Keith Suchodolski dated July 1, 2018
(Incorporated by reference to exhibit 10.7 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-
37399, originally filed on August 28, 2018)†
66
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
21
23.1
23.2
31.1
31.2
32.1
101
Amended and Restated Non-Competition Agreement by and between Kearny Bank and Paul M. Aguggia, dated
November 29, 2017 (Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s Registration Statement on
Form S-4 (File No. 333-222038), originally filed on December 13, 2017)†
Employment Agreement between Kearny Bank and Thomas D. DeMedici dated June 21, 2017†
Change of Control Agreement between Kearny Bank and Anthony V. Bilotta, Jr. dated July 1, 2018†
Form of Two Year Change in Control Agreement between Kearny Bank and Certain Officers (Incorporated by reference to
Exhibit 10.7 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on
September 14, 2015)†
Form of Two Year Change of Control Agreement between Kearny Bank and John V. Dunne and Timothy A. Swansson.
dated July 1, 2019†
Directors Consultation and Retirement Plan as Amended and Restated (Incorporated by reference to Exhibit 10.8 to
Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)†
Amended and Restated Benefit Equalization Plan for Pension Plan (Incorporated by reference to Exhibit 10.9 to Kearny
Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)†
Amended and Restated Benefits Equalization Plan Related to the Employee Stock Ownership Plan (Incorporated by
reference to Exhibit 10.10 to Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally
filed on September 14, 2015)†
Kearny Bank Director Life Insurance Agreement (Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s
Current Report on Form 8-K (File No. 000-51093), originally filed on August 18, 2005)†
Form of Amendment to Kearny Bank Director Life Insurance Agreement (Incorporated by reference to Exhibit 10.14 to
Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)†
Kearny Bank Executive Life Insurance Agreement (Incorporated by reference to Exhibit 10.2 to Kearny Financial Corp.’s
Current Report on Form 8-K (File No. 000-51093), originally filed on August 18, 2005)†
Form of Amendment to Kearny Bank Executive Life Insurance Agreement (Incorporated by reference to Exhibit 10.16 to
Kearny Financial Corp.’s Annual Report on Form 10-K (File No. 001-37399), originally filed on September 14, 2015)†
Kearny Bank Amended and Restated Officer Change in Control Severance Pay Plan†
Kearny Bank Executive Management Incentive Compensation Plan†
Amendment to Freeze Benefit Accruals Under the Kearny Financial Corp. Directors Consultation and Retirement Plan
(Incorporated by reference to Exhibit 10.1 to Kearny Financial Corp.’s Current Report on Form 8-K (File No. 001-
37399), originally filed on December 23, 2015)†
Kearny Financial Corp. 2016 Equity Incentive Plan (Incorporated by reference to Appendix A to Kearny Financial Corp’s
Proxy Statement (File No. 001-37399), originally filed on September 14, 2016)†
Subsidiaries of Registrant (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No.
333-198602), originally filed on September 5, 2014)
Consent of BDO USA, LLP
Consent of Crowe LLP
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
The following materials from the Company’s Annual Report to Stockholders on Form 10-K for the year ended June 30,
2019, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial
Condition, (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income,
(iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and
(vi) the Notes to Consolidated Financial Statements.
67
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
†
Management contract or compensatory plan or arrangement required to be filed as an exhibit.
Item 16. Form 10-K Summary
Not applicable.
68
120 PASSAIC AVENUE ● FAIRFIELD, NJ 07004-3510 ● 973-244-4500
August 28, 2019
Management Report on Internal Control over Financial Reporting
The management of Kearny Financial Corp. and Subsidiaries (collectively the “Company”) is responsible for establishing and
maintaining adequate internal control over financial reporting. The Company’s internal control system is a process designed to
provide reasonable assurance to the management and board of directors regarding the preparation and fair presentation of published
consolidated financial statements.
The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances
that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S.
generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of
management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our consolidated financial
statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to consolidated financial statement preparation and presentation.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of internal control over financial reporting as of June 30, 2019. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework (2013). Based on its assessment, management believes that, as of June 30,
2019, the Company’s internal control over financial reporting is effective based on those criteria.
The Company’s independent registered public accounting firm that audited the consolidated financial statements has issued an
audit report on the effective operation of the Company’s internal control over financial reporting as of June 30, 2019, a copy of which
is included in this annual report.
/s/ Craig L. Montanaro
Craig L. Montanaro
President and Chief Executive Officer
/s/ Keith Suchodolski
Keith Suchodolski
Executive Vice President and Chief Financial Officer
F-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Kearny Financial Corp. and Subsidiaries
Fairfield, New Jersey
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Kearny Financial Corp. and Subsidiaries (the "Company") as of
June 30, 2019 and 2018, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows
for the years then ended, and the related notes (collectively referred to as the "financial statements"). We also have audited the
Company’s internal control over financial reporting as of June 30, 2019, based on criteria established in Internal Control – Integrated
Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company
as of June 30, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of June 30, 2019, based on criteria established in Internal
Control – Integrated Framework: (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud,
and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
F-2
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Allowance for Loan Losses – Environmental Loss Factors
As described in Notes 1 and 8 to the consolidated financial statements, the Company’s allowance for loan losses is a valuation account
that reflects the Company’s estimation of incurred losses in its loan portfolio to the extent they are both probable and reasonable to
estimate. The allowance for loan losses was $33,274,000 at June 30, 2019, which consists of two components: the valuation
allowance for loans individually evaluated for impairment (“specific reserves”), representing $31,000, and the valuation allowance for
loans collectively evaluated for impairment (“general reserves”), representing $33,243,000. The general reserves are further broken
down as reserves based on historical loss factors ($2,108,000) and environmental loss factors ($31,135,000). The calculation of the
allowance for loan losses involves significant estimates and subjective assumptions which require a high degree of judgment relating
to 1) the external operating environment, 2) the composition, terms and performance of Company’s loan portfolio and 3) the
Company’s ability to monitor and manage the loan portfolio, and how those assumptions impact probable incurred losses within the
loan portfolio. Changes in these assumptions could have a material effect on the Company’s financial results.
Environmental loss factors are based on specific quantitative and qualitative criteria representing key sources of risk within the loan
portfolio. Such sources of risk include those relating to the level of and trends in nonperforming loans, credit risk management
effectiveness, lending resource capability, economic and market conditions, loan concentrations, loan composition and terms,
independent loan review effectiveness, and collateral values, as well as the effects of other external factors. The outstanding principal
balance of each applicable loan segment is multiplied by the applicable environmental loss factors to estimate the level of probable
incurred losses based upon their supporting quantitative and qualitative criteria. Thus, the evaluation of these sources of risk results in
environmental loss factors which contribute significantly to the general reserve component of the estimate of the allowance for loan
losses. Management’s allocation relies on a qualitative assessment of risks to determine the quantitative impact the issues have on the
allowance. Management’s identification and analysis of these issues requires significant judgment. We identified the estimate of the
individual and aggregate environmental loss factors of the allowance for loan losses with respect to the multi-family mortgage and
non-residential mortgage loan segments as a critical audit matter as it involved especially subjective auditor judgment.
F-3
The primary procedures we performed to address this critical audit matter included:
(cid:129)
(cid:129)
Testing the effectiveness of controls over the evaluation of the sources of risk used to estimate the environmental loss factors,
including controls addressing:
o The review of the accuracy of data inputs used as the basis for the adjustments relating to environmental loss factors.
o Management’s determination of loans excluded from the environmental loss factors calculation due to their status as
acquired or impaired loans.
o Management’s review of the qualitative and quantitative conclusions related to the environmental loss factors and
the resulting allocation to the allowance.
Substantively testing management’s process, including evaluating their judgments and assumptions, for developing the
environmental loss factors which included:
o Evaluation of the completeness and accuracy of data inputs used as a basis for the adjustments relating to
environmental loss factors.
o Evaluation of loans excluded from the environmental loss factors calculation for propriety of classification as
acquired or impaired loans.
o Evaluation of the reasonableness of management’s judgments related to the qualitative and quantitative assessment
of the data used in the determination of environmental loss factors and the resulting allocation to the
allowance. Among other procedures, our evaluation considered, the weight of confirming and disconfirming
evidence from internal and external sources, loan portfolio performance and third-party data, and whether such
assumptions were applied consistently period over period.
o Analytically evaluating the environmental loss factor allocation year over year and testing allocations for
reasonableness.
/s/ Crowe LLP
We have served as the Company’s auditor since 2017.
Livingston, New Jersey
August 28, 2019
F-4
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Kearny Financial Corp.
Fairfield, New Jersey
We have audited the accompanying consolidated statements of income, comprehensive income, changes in stockholders’ equity, and
cash flows of Kearny Financial Corp. and Subsidiaries (collectively the “Company”) for the year ended June 30, 2017. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, results of operations and
the cash flows of Kearny Financial Corp. and Subsidiaries for the year ended June 30, 2017, in conformity with accounting principles
generally accepted in the United States of America.
/s/ BDO USA, LLP
We served as the Company’s auditors from 2013 to 2017
New York, New York
August 29, 2017
F-5
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
(In Thousands, Except Share and Per Share Data)
Cash and amounts due from depository institutions
Interest-bearing deposits in other banks
Cash and cash equivalents
Assets
Investment securities available for sale, at fair value
Investment securities held to maturity (fair value $584,678 and $579,499)
Loans held-for-sale
Loans receivable, including unaccreted yield adjustments of $(52,025) and $(66,567)
Less: allowance for loan losses
Net loans receivable
Premises and equipment
Federal Home Loan Bank ("FHLB") of New York stock
Accrued interest receivable
Goodwill
Core deposit intangible
Bank owned life insurance
Deferred income tax assets, net
Other real estate owned
Other assets
Total Assets
Liabilities and Stockholders' Equity
Liabilities
Deposits:
Non-interest-bearing
Interest-bearing
Total deposits
Borrowings
Advance payments by borrowers for taxes
Other liabilities
Total Liabilities
Stockholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized;
none issued and outstanding
Common stock, $0.01 par value; 800,000,000 shares authorized;
89,125,655 shares and 99,626,400 shares issued and outstanding, respectively
Paid-in capital
Retained earnings
Unearned employee stock ownership plan shares;
3,160,987 shares and 3,361,684 shares, respectively
Accumulated other comprehensive income
Total Stockholders' Equity
Total Liabilities and Stockholders' Equity
See notes to consolidated financial statements.
F-6
June 30,
2019
2018
$
$
19,032 $
19,903
38,935
714,263
576,652
12,267
4,678,928
(33,274)
4,645,654
56,854
64,190
19,360
210,895
5,160
256,155
25,367
-
9,077
6,634,829 $
$
309,063 $
3,838,547
4,147,610
1,321,982
16,887
21,191
5,507,670
26,199
102,665
128,864
725,085
589,730
863
4,501,348
(30,865)
4,470,483
56,240
59,004
18,510
210,895
6,295
249,816
23,754
725
39,610
6,579,874
311,938
3,761,666
4,073,604
1,198,646
18,088
20,788
5,311,126
-
-
891
787,394
366,679
996
922,711
359,096
(30,644)
2,839
1,127,159
6,634,829 $
(32,590)
18,535
1,268,748
6,579,874
$
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands, Except Per Share Data)
Interest Income
Loans
Taxable investment securities
Tax-exempt investment securities
Other interest-earning assets
Total Interest Income
Interest Expense
Deposits
Borrowings
Total Interest Expense
Net Interest Income
Provision for Loan Losses
Net Interest Income after Provision for
Loan Losses
Non-Interest Income
Fees and service charges
(Loss) gain on sale and call of securities
Gain on sale of loans
Loss on sale and write down of other real estate owned
Income from bank owned life insurance
Electronic banking fees and charges
Miscellaneous
Total Non-Interest Income
Non-Interest Expense
Salaries and employee benefits
Net occupancy expense of premises
Equipment and systems
Advertising and marketing
Federal deposit insurance premium
Directors' compensation
Merger-related expenses
Miscellaneous
Total Non-Interest Expense
Income before Income Taxes
Income tax expense
Net Income
Net Income per Common Share (EPS)
Basic
Diluted
Weighted Average Number of
Common Shares Outstanding
Basic
Diluted
See notes to consolidated financial statements.
2019
Years Ended June 30,
2018
2017
$
192,386 $
37,213
2,839
4,895
237,333
138,426 $
27,053
2,616
3,336
171,431
52,511
29,509
82,020
155,313
3,556
29,649
20,489
50,138
121,293
2,706
111,181
23,543
2,300
2,069
139,093
22,100
14,419
36,519
102,574
5,381
151,757
118,587
97,193
5,445
(323)
580
(11)
6,339
1,050
475
13,555
63,029
11,220
12,273
3,051
1,779
3,044
-
14,847
109,243
56,069
13,927
42,142 $
5,412
8
1,004
(19)
5,362
1,101
395
13,263
53,736
9,178
9,482
2,960
1,516
2,820
6,743
11,415
97,850
34,000
14,404
19,596 $
0.46 $
0.46 $
0.24 $
0.24 $
91,054
91,100
82,587
82,643
3,289
(1)
1,535
(106)
5,207
1,080
344
11,348
47,621
8,018
8,350
2,626
1,334
1,982
-
11,187
81,118
27,423
8,820
18,603
0.22
0.22
84,590
84,661
$
$
$
F-7
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In Thousands)
2019
Years Ended June 30,
2018
2017
$
42,142 $
19,596 $
18,603
4,336
(1,423)
217
228
(20,298)
(179)
(15,696)
26,446 $
146
(12)
17,212
187
16,110
35,706 $
1,108
(31)
238
16,347
169
17,831
36,434
Net Income
Other Comprehensive (Loss) Income, net of tax:
Net unrealized gain (loss) on securities available
for sale
Amortization of net unrealized gain (loss) on securities
available for sale transferred to held to maturity
Net realized loss (gain) on securities available for sale
Fair value adjustments on derivatives
Benefit plan adjustments
Total Other Comprehensive (Loss) Income
Total Comprehensive Income
$
See notes to consolidated financial statements.
F-8
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
(In Thousands, Except Per Share Data)
Balance - June 30, 2016
Net income
Other comprehensive income, net
of income tax benefit
ESOP shares committed to be
released (201 shares)
Stock option exercise
Stock option expense
Share repurchases
Issuance of shares under stock benefit
plans
Cancellation of expired, ungranted
shares issued for stock benefit plan
Restricted stock plan shares
earned (176 shares)
Cash dividends declared
($0.10 per common share)
Common Stock
Paid-In
Amount Capital
Shares
91,822 $
Retained
Earnings
Unearned
ESOP
Shares
Accumulated
Other
Comprehensive
(Loss) Income
Total
918 $ 849,173 $ 350,806 $ (36,481) $
(16,787) $ 1,147,629
-
-
-
-
- 18,603
-
-
62
-
(8,886)
-
1
-
972
481
1,275
(89) (125,913)
1,387
14
(14)
(34)
-
183
-
-
-
2,633
-
-
(8,370)
-
-
1,945
-
-
-
-
-
-
-
-
18,603
17,831
17,831
-
-
-
-
-
-
2,917
482
1,275
(126,002)
-
183
-
2,633
-
(8,370)
Balance - June 30, 2017
84,351 $
844 $ 728,790 $ 361,039 $ (34,536) $
1,044 $ 1,057,181
Balance - June 30, 2017
Net income
Other comprehensive income, net
of income tax expense
ESOP shares committed to be
released (201 shares)
Stock option exercise
Stock option expense
Share repurchases
Restricted stock plan shares
earned (288 shares)
Cancellation of shares issued for
restricted stock awards
Reclassification of stranded tax
effects from Accumulated Other
Comprehensive Income
Acquisition of Clifton Bancorp
Cash dividends declared
($0.25 per common share)
Common Stock
Paid-In
Amount Capital
Shares
84,351 $
Retained
Earnings
Unearned
ESOP
Shares
Accumulated
Other
Comprehensive
Income
Total
844 $ 728,790 $ 361,039 $ (34,536) $
1,044 $ 1,057,181
-
-
-
-
- 19,596
-
-
10
-
(10,015)
-
-
-
903
102
2,016
(100) (142,502)
-
-
4,330
(158)
(2)
(1,368)
-
25,438
-
-
254 330,440
(1,381)
-
-
-
- (20,158)
-
-
1,946
-
-
-
-
-
-
-
-
-
19,596
16,110
16,110
-
-
-
-
2,849
102
2,016
(142,602)
-
4,330
-
(1,370)
1,381
-
-
330,694
-
(20,158)
Balance - June 30, 2018
99,626 $
996 $ 922,711 $ 359,096 $ (32,590) $
18,535 $ 1,268,748
See notes to consolidated financial statements.
F-9
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
(In Thousands, Except Per Share Data)
Unearned
Common Stock Paid-In Retained
ESOP
Earnings Shares
Accumulated
Other
Comprehensive
Shares Amount Capital
99,626 $
996 $ 922,711 $ 359,096 $ (32,590) $
Income
Total
18,535 $ 1,268,748
-
-
-
(531)
-
-
(531)
99,626
-
996 922,711 358,565
- 42,142
-
(32,590)
-
18,535 1,268,217
42,142
-
-
-
-
-
49
-
(10,625)
-
-
-
716
423
2,005
(105) (141,603)
233
2
(2)
-
-
4,131
(157)
(2)
(987)
-
-
-
-
-
-
-
-
-
-
- (34,028)
-
(15,696)
(15,696)
1,946
-
-
-
-
-
-
-
-
-
-
-
-
2,662
423
2,005
(141,708)
-
-
4,131
-
(989)
-
(34,028)
Balance - June 30, 2018
Cumulative effect of change in
accounting principle for the
adoption of ASU 2017-08
Balance - July 1, 2018, as
adjusted for change in
accounting principle
Net income
Other comprehensive loss, net
of income tax expense
ESOP shares committed to be
released (201 shares)
Stock option exercise
Stock option expense
Share repurchases
Issuance of shares under stock benefit
plans
Restricted stock plan shares
earned (284 shares)
Cancellation of shares issued for
restricted stock awards
Cash dividends declared
($0.37 per common share)
Balance - June 30, 2019
89,126 $
891 $ 787,394 $ 366,679 $ (30,644) $
2,839 $ 1,127,159
See notes to consolidated financial statements.
F-10
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands)
Years Ended June 30,
2018
2019
2017
$
42,142 $
19,596 $
18,603
4,322
(11,500)
4,538
1,135
(269)
3,556
11
(65,691)
54,812
(524)
323
-
922
(56)
22
1,071
(6,339)
8,798
(850)
2,508
3,903
(2,911)
39,923
3,224
986
6,700
364
(39)
2,706
19
(74,937)
79,509
(742)
(16)
8
3,064
(262)
10
-
(5,362)
9,195
(1,875)
138
558
2,251
45,095
2,843
4,935
(1,843)
138
65
5,381
106
(85,806)
85,144
(713)
401
(400)
10,411
(822)
(9)
-
(5,207)
6,825
(1,281)
59
468
(768)
38,530
(125,900)
(55,247)
(189,255)
(122,512)
(169,051)
(34,429)
66,562
67,704
75,401
-
(166,811)
(75)
714
(6,137)
108
(10,215)
5,029
-
$ (148,867) $
79,853
92,437
254,606
211
(54,590)
(87,831)
2,492
(8,268)
-
(7,646)
8,957
30,099
(1,447) $
147,133
111,324
83,008
5,300
(143,633)
(440,845)
1,026
(4,035)
-
(26,765)
17,419
-
(453,548)
Cash Flows from Operating Activities:
Net income
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment
Net (accretion) amortization of premiums, discounts and loan fees and costs
Deferred income taxes and valuation allowance
Amortization of intangible assets
Amortization of benefit plans’ unrecognized net (gain) loss
Provision for loan losses
Loss on write-down and sales of real estate owned
Loans originated for sale
Proceeds from sale of mortgage loans held-for-sale
Gain on sale of mortgage loans held-for-sale, net
Realized loss (gain) on sale/call of securities available for sale
Realized loss (gain) on sale/call of securities held to maturity
Proceeds from sale of SBA loans
Realized gain on sale of SBA loans
Realized loss (gain) on disposition of premises and equipment
Loss on write-down of premises
Increase in cash surrender value of bank owned life insurance
ESOP, stock option plan and restricted stock plan expenses
Increase in interest receivable
Decrease in other assets
Increase in interest payable
(Decrease) Increase in other liabilities
Net Cash Provided by Operating Activities
Cash Flows from Investing Activities:
Purchases of:
Investment securities available for sale
Investment securities held to maturity
Proceeds from:
Repayments/calls/maturities of investment securities available for sale
Repayments/calls/maturities of investment securities held to maturity
Sale of investment securities available for sale
Sale of investment securities held to maturity
Purchase of loans
Net increase in loans receivable
Proceeds from sale of real estate owned
Additions to premises and equipment
Proceeds from cash settlement of premises and equipment
Purchase of FHLB stock
Redemption of FHLB stock
Net cash acquired in acquisition
Net Cash Used in Investing Activities
See notes to consolidated financial statements.
F-11
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands)
Years Ended June 30,
2018
2019
2017
194,174 $
76,081 $
$
(3,141,114)
3,252,000
10,270
(1,201)
(141,708)
-
(989)
423
(34,747)
19,015
(89,929)
128,864
38,935 $
$
(2,520,334)
2,500,000
(2,030)
(400)
(142,602)
-
(1,370)
102
(20,561)
6,979
50,627
78,237
128,864 $
235,079
(2,103,103)
2,300,000
(5,103)
805
(126,002)
183
-
482
(8,286)
294,055
(120,963)
199,200
78,237
$
$
$
$
$
6,698 $
78,117 $
9,333 $
49,581 $
9,483
36,051
1,463 $
- $
- $ 1,607,496 $
- $ 1,375,859 $
1,939
-
-
Cash Flows from Financing Activities:
Net increase in deposits
Repayment of term FHLB advances
Proceeds from term FHLB advances
Net (decrease) increase in other short-term borrowings
Net (decrease) increase in advance payments by borrowers for taxes
Repurchase and cancellation of common stock of Kearny Financial Corp.
Cancellation of expired, ungranted shares issued for stock benefit plan
Cancellation of shares repurchased on vesting to pay taxes
Exercise of stock options
Dividends paid
Net Cash Provided by Financing Activities
Net Increase (decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents - Beginning
Cash and Cash Equivalents - Ending
Supplemental Disclosures of Cash Flows Information:
Cash paid during the year for:
Income taxes, net of refunds
Interest
Non-cash investing activities:
Acquisition of real estate owned in settlement of loans
Fair value of assets acquired, net of cash and cash equivalents acquired
Fair value of liabilities assumed
See notes to consolidated financial statements.
F-12
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Basis of Consolidated Financial Statement Presentation
The consolidated financial statements include the accounts of Kearny Financial Corp. (the “Company”), its wholly-owned
subsidiary, Kearny Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries, CJB Investment Corp. and KFS Financial
Services, Inc. and its wholly-owned subsidiary, KFS Insurance Services, Inc. The Company conducts its business principally
through the Bank. Management prepared the consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America (“GAAP”), including the elimination of all significant inter-company
accounts and transactions during consolidation.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of the dates of the consolidated statements of financial condition and revenues and
expenses for the periods then ended. Actual results could differ significantly from those estimates.
Business of the Company and Subsidiaries
The Company’s primary business is the ownership and operation of the Bank. The Bank is principally engaged in the business of
attracting deposits from the general public and using those deposits, together with other funds, to originate or purchase loans for its
portfolio and invest in securities. Loans originated or purchased by the Bank generally include loans collateralized by residential
and commercial real estate augmented by secured and unsecured loans to businesses and consumers. The investment securities
purchased by the Bank generally include U.S. agency mortgage-backed securities, U.S. government and agency debentures, bank-
qualified municipal obligations, corporate bonds, asset-backed securities, collateralized loan obligations and subordinated debt.
At June 30, 2019, the Bank had two wholly owned subsidiaries: KFS Financial Services, Inc. and CJB Investment Corp. KFS
Financial Services, Inc., incorporated as a New Jersey corporation in 1994 under the name of South Bergen Financial Services,
Inc., was acquired in Kearny’s merger with South Bergen Savings Bank in 1999 and was renamed KFS Financial Services, Inc.
in 2000. It is a service corporation subsidiary originally organized for selling insurance products to Bank customers and the
general public through a third party networking arrangement.
KFS Insurance Services, Inc. is a wholly owned subsidiary of KFS Financial Services, Inc. for the primary purpose of acquiring
insurance agencies. Both KFS Financial Services Inc. and KFS Insurance Services Inc. were considered inactive during the
three-year period ended June 30, 2019.
CJB Investment Corp was organized under New Jersey law as a New Jersey Investment Company and remained active through
the three-year period ended June 30, 2019.
Cash and Cash Equivalents
Cash and cash equivalents include cash, deposits with other financial institutions with maturities fewer than 90 days, and federal
funds sold. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial
institutions and borrowings with original maturities fewer than 90 days.
Securities
The Company classifies its investment securities as either held to maturity or available for sale. The Company does not use or
maintain a trading account. Investment securities that management has the positive intent and ability to hold to maturity are
classified as held to maturity and reported at amortized cost. Investment securities not classified as held to maturity are
classified as available for sale and reported at fair value, with unrealized holding gains or losses, net of deferred income taxes,
reported in the accumulated other comprehensive income (“OCI”) component of stockholders’ equity.
F-13
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
If the fair value of a security is less than its amortized cost, the security is deemed to be impaired. Management evaluates all
securities with unrealized losses quarterly to determine if such impairments are temporary or other-than-temporary. The
Company accounts for temporary impairments based upon their classification as either available for sale or held to maturity.
Temporary impairments on available for sale securities are recognized, on a tax-effected basis, through OCI with offsetting
entries adjusting the carrying value of the security and the balance of deferred taxes. Conversely, the Company does not adjust
the carrying value of held to maturity securities for temporary impairments, although information concerning the amount and
duration of impairments on held to maturity securities is disclosed in periodic financial statements.
The Company accounts for other-than-temporary impairments based upon several considerations. First, other-than-temporary
impairments on securities that the Company intends to sell, or will, more likely than not, be required to sell prior to the full
recovery of their fair value to a level equal to or exceeding their amortized cost, are recognized in earnings. If neither of these
conditions regarding the likelihood of the securities’ sale are applicable, then the other-than-temporary impairment is bifurcated
into credit and non-credit components. A credit impairment generally represents the amount by which the present value of the
cash flows that are expected to be collected on an investment security fall below its amortized cost. A non-credit impairment
represents the remaining portion of the impairment not otherwise designated as credit-related. The Company recognizes credit-
related other-than-temporary impairments in earnings. Non-credit other-than-temporary impairments on investment securities
are recognized in OCI.
Premiums on callable securities are amortized to the earliest call date whereas discounts on such securities are accreted to the
maturity date utilizing the level-yield method. Premiums and discounts on all other securities are generally amortized or
accreted to the maturity date utilizing the level-yield method taking into consideration the impact of principal amortization and
prepayments, as applicable. Gain or loss on sales of securities is based on the specific identification method.
Concentration of Risk
Financial instruments which potentially subject the Company and its subsidiaries to concentrations of credit risk consist of cash
and cash equivalents, investment securities and loans receivable. Cash and cash equivalents include deposits placed in other
financial institutions. The balance of cash and cash equivalents totaled $38.9 and $128.9 at June 30, 2019 and June 30, 2018,
respectively.
Securities include concentrations of investments backed by U.S. government agencies and U.S. government sponsored
enterprises (“GSEs”), including the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage
Corporation (“Freddie Mac”), the Government National Mortgage Association (“Ginnie Mae”). Additional concentration risk
exists in the Company’s municipal and corporate obligations, asset-backed securities and collateralized loan obligations.
The Company’s lending activity is primarily concentrated in loans collateralized by real estate in the states of New Jersey and
New York. As a result, credit risk is broadly dependent on the real estate market and general economic conditions in these
states. Additionally, the Company’s lending policies limit the amount of credit extended to any single borrower and their
related interests thereby limiting the concentration of credit risk to any single borrower.
Loans Receivable
Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are
reported at unpaid principal balances, net of deferred loan origination fees and costs, purchase discounts and premiums,
purchase accounting fair value adjustments and the allowance for loan losses. Interest income is accrued on the unpaid principal
balance. Certain direct loan origination costs, net of loan origination fees, are deferred and amortized, using the level-yield
method, as an adjustment of yield over the contractual lives of the related loans. Unearned premiums and discounts are
amortized or accreted utilizing the level-yield method over the contractual lives of the related loans.
F-14
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Loans Held-for-Sale
Loans held-for-sale are carried at the lower of cost or estimated fair value, as determined on an aggregate basis. Net unrealized
losses, if any, are recognized in a valuation allowance through a charge to earnings. Premiums and discounts and origination
fees and costs on loans held-for-sale are deferred and recognized as a component of the gain or loss on sale. Gains and losses on
sales of loans held-for-sale are recognized on settlement dates and are determined by the difference between the sale proceeds
and the carrying value of the loans. These transactions are accounted for as sales based on satisfaction of the criteria for such
accounting which provide that, as transferor, control over the loans have been surrendered.
Past Due Loans
A loan’s past due status is generally determined based upon its principal and interest payment (“P&I”) delinquency status in
conjunction with its past maturity status, where applicable. A loan’s P&I delinquency status is based upon the number of
calendar days between the date of the earliest P&I payment due and the as of measurement date. A loan’s past maturity status,
where applicable, is based upon the number of calendar days between a loan’s contractual maturity date and the as of
measurement date. Based upon the larger of these criteria, loans are categorized into the following past due tiers for financial
statement reporting and disclosure purposes: Current (including 1-29 days), 30-59 days, 60-89 days and 90 or more days.
Nonaccrual Loans
Loans are generally placed on nonaccrual status when contractual payments become 90 or more days past due or when the
Company does not expect to receive all P&I payments owed substantially in accordance with the terms of the loan agreement,
regardless of past due status. Loans that become 90 day past due, but are well secured and in the process of collection, may remain
on accrual status. Nonaccrual loans are generally returned to accrual status when all payments due are brought current and the
Company expects to receive all remaining P&I payments owed substantially in accordance with the terms of the loan agreement.
Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are
generally applied to reduce the carrying value of the loan.
Classification of Assets
In compliance with the regulatory guidelines, the Company’s loan review system includes an evaluation process through which
certain loans exhibiting adverse credit quality characteristics are classified as Special Mention, Substandard, Doubtful or Loss.
An asset is classified as Substandard if it is inadequately protected by the paying capacity and net worth of the obligor or the
collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the insured institution
will sustain some loss if the deficiencies are not corrected. Assets classified as Doubtful have all of the weaknesses inherent in
those classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full
highly questionable and improbable, on the basis of currently existing facts, conditions and values. Assets, or portions thereof,
classified as Loss are considered uncollectible or of so little value that their continuance as assets is not warranted.
Assets which do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification but have
some credit deficiencies or other potential weaknesses are designated as Special Mention by management. Adversely classified
assets together with those rated as Special Mention, are generally referred to as Classified Assets. Non-classified assets are
internally rated within one of four Pass categories or as Watch with the latter denoting a potential deficiency or concern that
warrants increased oversight or tracking by management until remediated.
Management generally performs a classification of assets review, including the regulatory classification of assets, on an ongoing
basis. The results of the classification of assets review are validated by the Company’s third party loan review firm during their
quarterly independent review. In the event of a difference in rating or classification between those assigned by the internal and
external resources, the Company will generally utilize the more critical or conservative rating or classification. Final loan
ratings and regulatory classifications are presented monthly to the Board of Directors and are reviewed by regulators during the
examination process.
Management evaluates loans classified as substandard or doubtful for impairment in accordance with applicable accounting
requirements. A valuation allowance is established through the provision for loan losses for any impairment identified through
such evaluations.
F-15
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
To the extent that impairment identified on a loan is classified as Loss, that portion of the loan is charged off against the
allowance for loan losses. The classification of loan impairment as Loss is based upon a confirmed expectation for loss. For
loans primarily secured by real estate, the expectation for loss is generally confirmed when: (a) impairment is identified on a
loan individually evaluated in the manner described below, and (b) the loan is presumed to be collateral-dependent such that the
source of loan repayment is expected to arise solely from sale of the collateral securing the applicable loan. Impairment
identified on non-collateral-dependent loans may or may not be eligible for a Loss classification depending upon the other
salient facts and circumstances that effect the manner and likelihood of loan repayment. However, loan impairment that is
classified as Loss is charged off against the allowance for loan losses concurrent with that classification.
The timeframe between when loan impairment is first identified by the Company and when such impairment may ultimately be
charged off varies by loan type. For example, unsecured consumer and commercial loans are generally classified as Loss at 120
days past due, resulting in their outstanding balances being charged off at that time. For the Company’s secured loans, the
condition of collateral dependency generally serves as the basis upon which a Loss classification is ascribed to a loan’s
impairment thereby confirming an expected loss and triggering charge off of that impairment. While the facts and
circumstances that effect the manner and likelihood of repayment vary from loan to loan, the Company generally considers the
referral of a loan to foreclosure, coupled with the absence of other viable sources of loan repayment, to be demonstrable
evidence of collateral dependency. Depending upon the nature of the collections process applicable to a particular loan, an early
determination of collateral dependency could result in a nearly concurrent charge off of a newly identified impairment. By
contrast, a presumption of collateral dependency may only be determined after the completion of lengthy loan collection and/or
workout efforts, including bankruptcy proceedings, which may extend several months or more after a loan’s impairment is first
identified.
In a limited number of cases, the entire net carrying value of a loan may be determined to be impaired based upon a collateral-
dependent impairment analysis. However, the borrower’s adherence to contractual repayment terms precludes the recognition
of a Loss classification and charge off. In these limited cases, a valuation allowance equal to 100% of the impaired loan’s
carrying value may be maintained against the net carrying value of the asset.
Acquired Loans
Loans acquired through acquisitions are recorded at fair value with no carryover of the related allowance for credit losses.
Determining the fair value of the loans involves estimating the amount and timing of principal and interest cash flows expected
to be collected on the loans and discounting those cash flows at a market rate of interest.
The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is
recognized into interest income over the remaining life of the loan. The difference between contractually required payments at
acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable yield. The nonaccretable
yield represents estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the
expected cash flows require us to evaluate the need for an allowance for credit losses. Subsequent improvements in expected
cash flows result in the reversal of a corresponding amount of the nonaccretable yield which we then reclassify as accretable
yield that is recognized into interest income over the remaining life of the loan using the interest method. Our evaluation of the
amount of future cash flows that we expect to collect is performed in a similar manner as that used to determine our allowance
for credit losses. Charge-offs of the principal amount on acquired loans would be first applied to the nonaccretable yield portion
of the fair value adjustment.
Allowance for Loan Losses
The allowance for loan losses is a valuation account that reflects the Company’s estimation of the losses in its loan portfolio to
the extent they are both probable and reasonable to estimate. The balance of the allowance is generally maintained through
provisions for loan losses that are charged to income in the period that estimated losses on loans are identified. The Company
charges confirmed losses on loans against the allowance as such losses are identified. Recoveries on loans previously charged-
off are added back to the allowance.
F-16
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
The Company’s allowance for loan loss calculation methodology utilizes a two-tier loss measurement process that is performed
no less than quarterly. The Company first identifies the loans that must be reviewed individually for impairment. Factors
considered in identifying individual loans to be reviewed include, but may not be limited to, loan type, classification status,
contractual payment status, performance/accrual status and impaired status. Loans considered by the Company to be eligible for
individual impairment review include its commercial mortgage loans, construction loans, commercial business loans, one- to
four-family mortgage loans, home equity loans and home equity lines of credit.
A loan is deemed to be impaired when, based on current information and events, it is probable that the Company will be unable
to collect all amounts due according to the contractual terms of the loan agreement. Once a loan is determined to be impaired,
management performs an analysis to determine the amount of impairment associated with that loan.
Impairment is measured based on the present value of expected cash flows discounted at the loans effective interest rate or, in
the case of collateral-dependent loans, the fair value of the collateral securing the loan, less costs to sell. In the case of real
estate collateral, such values are generally determined based upon a market value obtained through an automated valuation
module or prepared by a qualified, independent real estate appraiser. The value of non-real estate collateral is similarly
determined based upon an independent assessment of fair market value by a qualified resource. The Company generally obtains
independent appraisals on properties securing mortgage loans when such loans are initially placed in a nonperforming or
impaired status with such values updated approximately every six to twelve months thereafter. Appraised values are typically
updated at the point of foreclosure, where applicable, and updated approximately every six to twelve months thereafter.
The Company establishes valuation allowances in the fiscal period during which loan impairments are identified. Such
valuation allowances are adjusted in subsequent fiscal periods, where appropriate, to reflect any changes in carrying value or fair
value identified during subsequent impairment evaluations.
The second tier of the loss measurement process involves estimating the probable and estimable losses which addresses loans
not otherwise reviewed individually for impairment as well as those individually reviewed loans that are determined to be non-
impaired. Such loans include groups of smaller-balance homogeneous loans that may generally be excluded from individual
impairment analysis, and therefore collectively evaluated for impairment, as well as the non-impaired loans within categories
that are otherwise eligible for individual impairment review.
Valuation allowances established through the second tier of the loss measurement process utilize historical and environmental
loss factors to collectively estimate the level of probable losses within defined segments of the Company’s loan portfolio. These
segments aggregate homogeneous subsets of loans with similar risk characteristics based upon loan type. For allowance for
loan loss calculation and reporting purposes, the Company currently stratifies its loan portfolio into seven primary categories:
residential mortgage loans, multi-family mortgage loans, non-residential mortgage loans, construction loans, commercial
business loans, home equity loans, and other consumer loans.
The risks presented by residential mortgage loans are primarily related to adverse changes in the borrower’s financial condition
that threaten repayment of the loan in accordance with its contractual terms. Such risk to repayment can arise from job loss,
divorce, illness and the personal bankruptcy of the borrower. For collateral dependent residential mortgage loans, additional
risk of loss is presented by potential declines in the fair value of the collateral securing the loan.
Home equity loans generally share the same risks as those applicable to residential mortgage loans. However, to the extent that
such loans represent junior liens, they are comparatively more susceptible to such risks given their subordinate position behind
senior liens.
In addition to sharing similar risks as those presented by residential mortgage loans, risks relating to multi-family and non-
residential mortgage loans also arise from comparatively larger loan balances to single borrowers or groups of related
borrowers. Moreover, the repayment of such loans is typically dependent on the successful operation of an underlying real estate
project and may be further threatened by adverse changes to demand and supply of commercial real estate as well as changes
generally impacting overall business or economic conditions.
F-17
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
The risks presented by construction loans are generally considered to be greater than those attributable to residential and
commercial mortgage loans. Risks from construction lending arise, in part, from the concentration of principal in a limited
number of loans and borrowers and the effects of general economic conditions on developers and builders. Moreover, a
construction loan can involve additional risks because of the inherent difficulty in estimating both a property's value at
completion of the project and the estimated cost, including interest, of the project. The nature of these loans is such that they are
comparatively more difficult to evaluate and monitor than permanent mortgage loans.
Commercial business loans are also considered to present a comparatively greater risk of loss due to the concentration of
principal in a limited number of loans and/or borrowers and the effects of general economic conditions on the business.
Commercial business loans may be secured by varying forms of collateral including, but not limited to, business equipment,
receivables, inventory and other business assets which may not provide an adequate source of repayment of the outstanding loan
balance in the event of borrower default. Moreover, the repayment of commercial business loans is primarily dependent on the
successful operation of the underlying business which may be threatened by adverse changes to the demand for the business’
products and/or services as well as the overall efficiency and effectiveness of the business’ operations and infrastructure.
Finally, our unsecured consumer loans generally have shorter terms and higher interest rates than other forms of lending but
generally involve more credit risk due to the lack of collateral to secure the loan in the event of borrower default. Consumer
loan repayment is dependent on the borrower's continuing financial stability, and therefore is more likely to be adversely
affected by job loss, divorce, illness and personal bankruptcy. By contrast, our consumer loans also include account loans that
are fully secured by the borrower’s deposit accounts and generally present nominal risk to the Company.
Each primary category is further stratified to distinguish between loans originated and purchased from loans acquired through
business combinations. Where applicable, such categories separately identify loans that are supported by government
guarantees, such as those issued by the SBA. Within these primary categories, loans are grouped into more granular segments
based on common risk characteristics. For example, loans secured by real estate, such as residential and commercial mortgage
loans, are generally grouped into segments by underlying property type while commercial business loans are grouped into
segments based on business or industry type.
In regard to historical loss factors, the Company’s allowance for loan loss calculation performs an analysis of historical charge-
offs and recoveries for each of the defined segments within the loan portfolio. The Company generally utilizes a two-year
moving average of annualized net charge-off rates (charge-offs net of recoveries) by loan segment, where available, to calculate
actual historical loss experience. The outstanding principal balance of the non-impaired portion of each loan segment is
multiplied by the applicable historical loss factor, which is updated quarterly, to estimate the level of probable losses based upon
the Company’s historical loss experience.
The second tier of the Company’s allowance for loan loss calculation also utilizes environmental loss factors to estimate the
probable incurred losses within the loan portfolio. Environmental loss factors are based on specific quantitative and qualitative
criteria that are used to assess the level of loss exposure arising from key sources of risk within the loan portfolio. Such sources
of risk include those relating to the level of and trends in nonperforming loans; the level of and trends in credit risk management
effectiveness, the levels and trends in lending resource capability; levels and trends in economic and market conditions; levels
and trends in loan concentrations; levels and trends in loan composition and terms, levels and trends in independent loan review
effectiveness; levels and trends in collateral values and the effects of other external factors.
As with historical loss factors, the Company generally utilizes a two-year moving average of quantitative and qualitative criteria
values, where available, to determine environmental loss factor values. By doing so, estimated losses should be directionally
consistent with the overall credit risk characteristics and performance of the loan portfolio over time. Where appropriate, the
Company may extend or compress criteria look-back periods to properly reflect the level of credit risk and estimated losses
within a specified subset of loans. The outstanding principal balance of the non-impaired portion of each loan segment is
multiplied by the aggregate value of each environmental loss factor, which is updated quarterly, to estimate the level of probable
losses attributable to that factor.
F-18
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
The sum of the probable and estimable loan losses calculated through the first and second tiers of the loss measurement
processes, as described above, represents the total targeted balance for the Company’s allowance for loan losses at the end of a
fiscal period. The Company adjusts its balance of valuation allowances through the provision for loan losses as required to
ensure that the balance of the allowance for loan losses reflects all probable and estimable loans losses at the close of the fiscal
period. Notwithstanding calculation methodology and the noted distinction between valuation allowances established on loans
collectively versus individually evaluated for impairment, the Company’s entire allowance for loan losses is available to cover
all charge-offs that arise from the loan portfolio.
Although the Company’s allowance for loans losses is established in accordance with management’s best estimate, actual losses
are dependent upon future events and, as such, further additions to the level of loan loss allowances may be necessary.
Troubled Debt Restructurings (“TDR”)
A modification to the terms of a loan is generally considered a TDR if the Company grants a concession to a borrower, that it
would not otherwise consider, due to the borrower’s financial difficulties. In granting the concession, the Company’s general
objective is to obtain more cash or other value from the borrower or otherwise increase the probability of repayment.
A TDR may include, but is not necessarily limited to, the modification of loan terms such as the reduction of the loan’s stated
interest rate, extension of the maturity date and/or reduction or deferral of amounts owed under the terms of the loan agreement.
In measuring the impairment associated with restructured loans that qualify as TDRs, the Company compares the present value
of the cash flows that are expected to be received in accordance with the loan’s modified terms, discounted at the loan’s original
contractual interest rate, with the pre-modification carrying value to measure impairment.
All restructured loans that qualify as TDRs are placed on nonaccrual status for a period of no less than six months after
restructuring, irrespective of the borrower’s adherence to a TDR’s modified repayment terms during which time TDRs continue
to be adversely classified and reported as impaired. TDRs may be returned to accrual status and a non-adverse classification if
(1) the borrower has paid timely P&I payments in accordance with the terms of the restructured loan agreement for no less than
six consecutive months after restructuring, and (2) the Company expects to receive all P&I payments owed substantially in
accordance with the terms of the restructured loan agreement.
Premises and Equipment
Land is carried at cost. Buildings and improvements, furnishings and equipment and leasehold improvements are carried at
cost, less accumulated depreciation and amortization computed utilizing the straight-line method over the following estimated
useful lives:
Building and improvements
Furnishings and equipment
Leasehold improvements
Years
10 - 50
3 - 20
Shorter of useful
lives or lease term
Construction in progress primarily represents facilities under construction for future use in our business and includes all costs to
acquire land and construct buildings, as well as capitalized interest during the construction period. Interest is capitalized at the
Company’s average cost of interest-bearing liabilities.
Significant renewals and betterments are charged to premises and equipment. Maintenance and repairs are charged to expense
in the period incurred. Rental income is netted against occupancy costs in the consolidated statements of income.
Federal Home Loan Bank Stock
Federal law requires a member institution of the FHLB system to hold restricted stock of its district FHLB according to a
predetermined formula. The restricted stock is carried at cost, less any applicable impairment. Both cash and stock dividends
are reported as income.
F-19
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Goodwill and Other Intangible Assets
Goodwill and other intangible assets principally represent the excess cost over the fair value of the net assets of the institutions
acquired in purchase transactions. Goodwill is evaluated annually and an impairment loss recorded if indicated. The
impairment test is performed in two phases. The first step of the goodwill impairment test compares the fair value of the
reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount,
goodwill of the reporting unit is considered not impaired; however, if the carrying amount of the reporting unit exceeds its fair
value, an additional impairment evaluation must be performed. That additional evaluation compares the implied fair value of
the reporting unit’s goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the
carrying amount of goodwill exceeds its implied fair value. No impairment charges were required to be recorded in the years
ended June 30, 2019, 2018 or 2017. If an impairment loss is determined to exist in the future, such loss will be reflected as an
expense in the consolidated statements of income in the period in which the impairment loss is determined. The balance of
other intangible assets at June 30, 2019 and 2018 totaled $5.2 million and $6.3 million, respectively, representing the remaining
unamortized balance of the core deposit intangibles ascribed to the value of deposits acquired by the Bank through the
acquisition of Central Jersey Bancorp in November 2010, Atlas Bank in June 2014 and Clifton Bancorp Inc. in 2018.
Bank Owned Life Insurance
Bank owned life insurance is accounted for using the cash surrender value method and is recorded at its net realizable value.
The change in the net asset value is recorded as a component of non-interest income. A deferred liability has been recorded for
the estimated cost of postretirement life insurance benefits accruing to applicable employees and directors covered by an
endorsement split-dollar life insurance arrangement. The Company recorded expenses (benefits) of approximately $9,100,
$7,000 and $69,000 for the years ended June 30, 2019, 2018 and 2017, respectively, attributable to this deferred liability.
Transfers of Financial Assets
Transfers of financial assets 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 Company - put presumptively
beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right
(free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the
Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their
maturity or the ability to unilaterally cause the holder to return specific assets.
Income Taxes
The Company and its subsidiaries file consolidated federal income tax returns. Federal income taxes are allocated to each entity
based on their respective contributions to the taxable income of the consolidated income tax returns. Separate state income tax
returns are filed for the Company and its subsidiaries on either a consolidated or unconsolidated basis as required by the
jurisdiction. For the year ended June 30, 2019, income tax expense included the impact of the enactment of the Tax Act which
reduced the maximum statutory federal income tax rate from 35% to 21%. For the year ended June 30, 2018, the federal income
tax rate applicable to the company was 28% which reflected the transitional effect of a reduction in the Company’s federal
income tax rate from 35%, applicable to the year ended June 30, 2017, to 21%, applicable to the year ended June 30, 2019.
Federal and state income taxes have been provided on the basis of the Company’s income or loss as reported in accordance with
GAAP. The amounts reflected on the Company’s state and federal income tax returns differ from these provisions due
principally to temporary differences in the reporting of certain items for financial statement reporting and income tax reporting
purposes. The tax effect of these temporary differences is accounted for as deferred taxes applicable to future periods. Deferred
income tax expense or benefit is determined by recognizing deferred tax assets and liabilities for the estimated future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The
realization of deferred tax assets is assessed and a valuation allowance provided for the full amount which is not more likely
than not to be realized.
F-20
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
The Company identified no significant income tax uncertainties through the evaluation of its income tax positions as of June 30,
2019 and 2018. Therefore, the Company has no unrecognized income tax benefits as of those dates. Our policy is to recognize
interest and penalties on unrecognized tax benefits in income tax expense in the consolidated statements of income. The
Company recognized no interest and penalties during the years ended June 30, 2019, 2018 and 2017. The tax years subject to
examination by the taxing authorities are the years ended June 30, 2018, 2017 and 2016.
Retirement Plans
Pension expense is the net of service and interest cost, return on plan assets and amortization of gains and losses not
immediately recognized. Employee 401(k) and profit sharing plan expense is the amount of matching contributions. Deferred
compensation plan expense allocates the benefits over years of service.
Employee Stock Ownership Plan
The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of shareholders’ equity.
Compensation expense is based on the market price of shares as they are committed to be released to participant accounts.
Dividends on allocated and unallocated ESOP shares either reduce retained earnings or reduce debt and accrued interest as
determined by the ESOP Plan Administrator.
Other Comprehensive Income
Comprehensive income is divided into net income and other comprehensive income (loss). Other comprehensive income (loss)
includes items recorded in equity, such as unrealized gains and losses on securities available for sale, unrealized gains and losses
on derivatives, unrealized gains and losses on securities transferred from available for sale to held to maturity and amortization
related to post-retirement obligations. Comprehensive income is presented in a separate Consolidated Statement of
Comprehensive Income.
Loss Contingencies
Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when
the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe
there now are such matters that will have a material effect on the financial statements.
Derivatives and Hedging
The Company utilizes derivative instruments in the form of interest rate swaps and caps to hedge its exposure to interest rate
risk in conjunction with its overall asset/liability management process. In accordance with accounting requirements, the
Company formally designates all of its hedging relationships as either fair value hedges, intended to offset the changes in the
value of certain financial instruments due to movements in interest rates, or cash flow hedges, intended to offset changes in the
cash flows of certain financial instruments due to movement in interest rates, and documents the strategy for undertaking the
hedge transactions, and its method of assessing ongoing effectiveness. The Company does not use derivative instruments for
speculative purposes.
All derivatives are recognized as either assets or liabilities in the Consolidated Financial Statements at their fair values. For
derivatives designated cash flow hedges, the gain or loss on the derivative is recorded in other comprehensive income and
subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. For a
derivative designated as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged
item attributable to the hedged risk are recognized in current earnings.
Derivative instruments qualify for hedge accounting treatment only if they are designated as such on the date on which the
derivative contract is entered and are expected to be, and are, effective in substantially reducing interest rate risk arising from
the assets and liabilities identified as exposing the Company to risk. Those derivative financial instruments that do not meet the
hedging criteria discussed below would be classified as undesignated derivatives and would be recorded at fair value with
changes in fair value recorded in income.
F-21
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
The Company discontinues hedge accounting when (a) it determines that a derivative is no longer effective in offsetting changes
in cash flows of a hedged item; (b) the derivative expires or is sold, terminated or exercised; (c) probability exists that the
forecasted transaction will no longer occur; or (d) management determines that designating the derivative as a hedging
instrument is no longer appropriate. In all cases in which hedge accounting is discontinued and a derivative remains
outstanding, the Company will carry the derivative at fair value in the Consolidated Financial Statements, recognizing changes
in fair value in current period income in the consolidated statement of income.
In accordance with the applicable accounting guidance, the Company takes into account the impact of collateral and master
netting agreements that allow it to settle all derivative contracts held with a single counterparty on a net basis, and to offset the
net derivative position with the related collateral when recognizing derivative assets and liabilities. As a result, the Company’s
Statements of Financial Condition could reflect derivative contracts with negative fair values included in derivative assets, and
contracts with positive fair values included in derivative liabilities.
The Company’s interest rate derivatives are comprised entirely of interest rate swaps hedging floating-rate and forecasted
issuances of fixed-rate liabilities and accounted for as cash flow hedges. The carrying value of interest rate derivatives is
included in the balance of other assets or other liabilities and comprises the remaining unamortized cost of interest rate caps and
the cumulative changes in the fair value of interest rate derivatives. Such changes in fair value are offset against accumulated
other comprehensive income, net of deferred income tax.
In general, the cash flows received and/or exchanged with counterparties for those derivatives qualifying as interest rate hedges
are generally classified in the financial statements in the same category as the cash flows of the items being hedged.
Interest differentials paid or received under the swap agreements are reflected as adjustments to interest expense. The notional
amounts of the interest rate swaps are not exchanged and do not represent exposure to credit loss. In the event of default by a
counter party, the risk in these transactions is the cost of replacing the agreements at current market rates.
Net Income per Common Share (“EPS”)
Basic EPS is based on the weighted average number of common shares actually outstanding adjusted for the Employee Stock
Ownership Plan (“the ESOP”) shares not yet committed to be released. Diluted EPS reflects the potential dilution that could
occur if securities or other contracts to issue common stock, such as outstanding stock options, were exercised or converted into
common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Diluted EPS is
calculated by adjusting the weighted average number of shares of common stock outstanding to include the effect of contracts or
securities exercisable or which could be converted into common stock, if dilutive, using the treasury stock method. Shares
issued and reacquired during any period are weighted for the portion of the period they were outstanding.
Fair Value of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully
disclosed in Note 18. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates,
credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in
assumptions or in market conditions could significantly affect these estimates.
Operating Segments
Public companies are required to report certain financial information about significant revenue-producing segments of the
business for which such information is available and utilized by the chief operating decision makers. Substantially all of the
Company’s operations occur through the Bank and involve the delivery of loan and deposit products to customers. Management
makes operating decisions and assesses performance based on an ongoing review of its banking operation, which constitutes the
Company’s only operating segment for financial reporting purposes.
F-22
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies (continued)
Stock Compensation Plans
Compensation expense related to stock options and non-vested stock awards is based on the fair value of the award on the
measurement date with expense recognized on a straight-line basis over the service period of the award. The fair value of stock
options is estimated using the Black-Scholes valuation model. The fair value of non-vested stock awards is generally the closing
market price of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur.
Advertising and Marketing Expenses
The Company expenses advertising and marketing costs as incurred.
Reclassification
Certain reclassifications have been made in the consolidated financial statements to conform to the current year presentation.
Such reclassifications had no impact on net income or stockholders’ equity as previously reported.
Note 2 – Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments. The ASU requires credit losses on most financial assets measured at amortized cost and certain
other instruments to be measured using an expected credit loss model, referred to as the current expected credit loss (“CECL”) model.
Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated
prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from
the date of initial recognition of that instrument. An allowance will be established for loans that have been acquired in a business
combination that currently do not have an allowance. As of June 30, 2019, approximately $1.1 billion of acquired loans do not have
an allowance.
The ASU also replaces the current accounting model for purchased credit impaired loans and debt securities. The allowance for
credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD
assets”), should be determined in a similar manner to other financial assets measured on an amortized cost basis. However, upon
initial recognition, the allowance for credit losses is added to the purchase price (“gross up approach”) to determine the initial
amortized cost basis. The subsequent accounting for PCD financial assets is the same expected loss model described above.
Further, the ASU made certain targeted amendments to the existing impairment model for available-for-sale (“AFS”) debt
securities. For an AFS debt security for which there is neither the intent nor a more-likely-than-not requirement to sell, an entity will
record credit losses as an allowance rather than a write-down of the amortized cost basis. For public business entities that are SEC
filers, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal
years. The Company will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of
the first reporting period in which the guidance is effective (i.e. modified retrospective approach). The Company has selected a third
party firm to assist in the development of a CECL program, and has selected a software model to assist in the calculation of the
allowance for loan losses in preparation for the change to the expected loss model. The Company is continuing its evaluation of this
ASU including the potential impact on its consolidated financial statements. The extent of change is indeterminable at this time as it
will be dependent upon portfolio composition and credit quality at the adoption date, as well as economic conditions and forecasts at
that time. Upon adoption, any impact to the allowance for credit losses, currently allowance for loan and lease losses, will have an
offsetting impact on retained earnings.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for
Goodwill Impairment. This ASU simplifies subsequent measurement of goodwill by eliminating Step 2 of the impairment test while
retaining the option to perform the qualitative assessment for a reporting unit to determine whether the quantitative impairment test is
necessary. The ASU also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a
qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same
impairment assessment applies to all reporting units. For public entities, ASU 2017-04 is effective for fiscal years beginning after
December 15, 2019 with early adoption permitted for interim or annual goodwill impairment testing dates beginning after January 1,
2017. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
F-23
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 2 – Recent Accounting Pronouncements (continued)
In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815), Inclusion of the Secured Overnight
Financing Rate (“SOFR”) Overnight Index Swap (“OIS”) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. This
ASU permits the use of the OIS Rate based on SOFR as a benchmark interest rate for purposes of applying hedge accounting under
Topic 815. This is the fifth U.S. benchmark interest rate eligible for use in hedge accounting in addition to interest rates on direct
Treasury obligations of the U.S. Government, the London Interbank Offered Rate swap rate, and the OIS Rate based on the Fed Funds
Effective Rate and the Securities Industry and Financial Markets Association Municipal Swap Rate. The amendments in this ASU are
required to be adopted concurrently with the amendments in ASU 2017-12, Derivatives and Hedging: Targeted Improvements to
Accounting for Hedging Activities, for entities that have not adopted that guidance. For public entities that have previously adopted
ASU 2017-12, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those
fiscal years. Early adoption is permitted in any interim period if an entity already has adopted ASU 2017-12. The Company early
adopted ASU 2017-12 on July 1, 2017. The amendments in ASU 2018-16 should be applied on a prospective basis for qualifying new
or re-designated hedging relationships entered into on or after the date of adoption. The Company adopted ASU 2018-16 on July 1,
2019, and its adoption did not have a significant impact on the Company’s audited consolidated financial statements.
Effective July 1, 2019, the Company implemented ASU No. 2016-02, “Leases (Topic 842)” (modified by ASU 2018-01 – Leases
(Topic 842): Land Easement Practical Expedient for Transition to Topic 842) and ASU 2018-20 – Leases (Topic 842) Narrow – Scope
Improvements for Lessors). ASU 2016-02 requires the recognition of a right of use asset and related lease liability by lessees for
leases classified as operating leases under current GAAP. Topic 842, which replaces the current guidance under Topic 840, retains a
distinction between finance leases and operating leases. The recognition, measurement, and presentation of expenses and cash flows
arising from a lease by a lessee also will not significantly change from current GAAP. For leases with a term of 12 months or less, a
lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right of use assets and lease
liabilities. Effective with the adoption on July 1, 2019, the Company recognized a “right-of-use-asset” and a “lease liability” for its
operating leases and has elected to apply practical expedients pertaining to the ASU. The Company applied a modified retrospective
transition approach for the applicable leases. ASU 2016-02 provides for a modified retrospective transition approach requiring lessees
to recognize and measure leases on the balance sheet at the beginning of either the earliest period presented or as of the beginning of
the period of adoption. The Company elected to account for lease and non-lease components separately because such amounts are
readily determinable under our lease contracts rather than elect the practical expedient to account for the components as a single lease
component. The Company elected to apply ASU 2016-02 as of the beginning of the period of adoption (July 1, 2019) and will not
restate comparative periods. Upon adoption of ASU 2016-02, the Company recorded a right-of-use asset of approximately $17.2
million and a lease liability of approximately $17.8 million.
In May 2019, the FASB issued ASU 2019-05, “Financial Instruments - Credit Losses (Topic 326); Targeted Transition Relief”.
ASU 2019-05 provides transition relief by providing entities with an alternative to irrevocably elect the fair value option for eligible
financial assets measured at amortized cost upon adoption of the credit losses standard. To be eligible for the transition election, the
existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair
value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument basis and is not available for either
available for sale or held to maturity debt securities. For entities that have adopted ASU 2016-13, ASU 2019-05 is effective for fiscal
years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted once ASU
2016-13 has been adopted. For entities that elect the fair value option, the difference between the carrying amount and the fair value of
the financial asset would be recognized through a cumulative-effect adjustment to opening retained earnings as of the date an entity
adopted ASU 2016-13. Changes in fair value of that financial asset would subsequently be reported in current earnings. The Company
is currently evaluating the impact of adopting this ASU on its consolidated financial statements.
Adoption of New Accounting Standards
Effective July 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers and all subsequent
amendments to the ASU (collectively, "ASC 606”), which (i) creates a single framework for recognizing revenue from contracts with
customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial
assets, such as OREO. The adoption of this ASU did not have a significant impact on the Company’s audited consolidated financial
statements. The majority of the Company’s revenues come from interest income and other sources, including loans, leases, securities,
and derivatives that are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented
within noninterest income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the
scope of ASC 606 include deposit service charges on deposits, interchange income, and the sale of OREO. For additional information
regarding ASU 2014-09 at June 30, 2019, see Note 20 to the audited consolidated financial statements.
F-24
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 2 – Recent Accounting Pronouncements (continued)
Effective July 1, 2018, the Company implemented ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires an entity to: (i) measure equity
investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk
for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement
category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price
and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with
other deferred tax assets. The adoption of this ASU did not have a significant impact on the Company’s audited consolidated financial
statements The Update provides an election to subsequently measure certain nonmarketable equity investments at cost less any
impairment and adjusted for certain observable price changes. The Update also requires a qualitative impairment assessment of such
equity investments and amends certain fair value disclosure requirements. For additional information regarding ASU 2016-01 at June
30, 2019, see Note 18 to the audited consolidated financial statements.
Effective July 1, 2018, the Company implemented ASU 2017-07, “Retirement Benefits (Topic 715): Improving the Presentation
of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” Under ASU 2017-07, the FASB requires employers to
report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent
employees during the period. The other components of net periodic benefit cost are required to be presented in the Consolidated
Statements of Income separately from the service cost component. This ASU is also required to be applied retrospectively to all
periods presented. For additional information regarding ASU 2017-07 at June 30, 2019, see Note 14 to the audited consolidated
financial statements. The adoption of this ASU did not have a significant impact on the Company’s audited consolidated financial
statements.
In March 2017, the FASB issued ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20), which
shortens the amortization period to the earliest call date for purchased callable debt securities held at a premium. Previously, GAAP
generally required an investor to amortize the premium on a callable debt security as a component of interest income over the
contractual life of the instrument (i.e., yield-to-maturity amortization) even when the issuer was certain to exercise the call option at an
earlier date. This resulted in the investor recording a loss equal to the unamortized premium when the call option was exercised by the
issuer. The new guidance does not change the accounting for purchased callable debt securities held at a discount as discounts
continue to be amortized to maturity. The Company early adopted ASU 2017-08 on October 1, 2018. The guidance includes a
modified retrospective transition approach based upon which the Company made a cumulative-effect adjustment to retained earnings
of $531,000, effective on July 1, 2018.
Note 3 – Acquisition of Clifton Bancorp Inc.
On April 2, 2018, the Company completed its acquisition of Clifton Bancorp Inc. (“Clifton”), the parent company of Clifton Savings
Bank, a federally chartered stock savings bank. At the time of closing, Clifton had $1.7 billion in total assets, including $1.2 billion in
net loans receivable and $332.2 million in securities, and $1.4 billion in total liabilities, including $945.0 million in deposits and
$421.4 million in borrowings. The deposits acquired from Clifton were held across a network of 12 branches located in New Jersey
throughout Bergen, Passaic, Hudson, and Essex counties.
Clifton’s stockholders’ equity totaled approximately $272.0 million at the time of closing. Under the terms of the merger agreement,
each outstanding share of Clifton common stock was exchanged for 1.191 shares of the Company’s common stock, resulting in the
Company issuing 25.4 million shares of common stock to Clifton stockholders in conjunction with the merger’s closing.
The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and
liabilities, both tangible and intangible were recorded at their fair values as of April 2, 2018 based on management’s best estimate
using the information available as of the merger date. The application of the acquisition method of accounting resulted in the
recognition of goodwill of $102.3 million and a core deposit intangible of $6.4 million. Accounting guidance provides that an
acquirer must recognize adjustments to provisional amounts that are identified during the measurement period, which runs through
April 2, 2019, in the measurement period in which the adjustment amounts are determined. The acquirer must record in the financial
statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the changes to
the provisional amounts, calculated as if the accounting had been completed at the acquisition date. During the year ended June 30,
2019, the Company completed all tax returns related to the operation of the combined entities through June 30, 2018 and determined
that there were no material adjustments to the balance of income taxes or goodwill associated with the Clifton acquisition.
F-25
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 3 – Acquisition of Clifton Bancorp Inc. (continued)
The Company recorded the assets acquired and liabilities assumed through the merger at fair value as summarized in the following
table:
Cash and cash equivalents
Investment securities
Loans receivable
Allowance for loan losses
Premises and equipment
FHLB stock
Accrued interest receivable
Bank owned life insurance
Deferred income taxes, net
Core deposit and other intangibles
Other real estate owned
Other assets
Total assets acquired
Deposits
FHLB borrowings
Advance payments by borrowers for taxes
Other liabilities
Total liabilities assumed
Net assets acquired
Purchase price
Goodwill recorded in Merger
Explanation of certain fair value related adjustments:
As Recorded
by Clifton
$
$
$
$
36,585
332,183
1,191,748
(8,025)
8,066
20,357
4,142
63,231
6,837
-
163
1,438
1,656,725
944,988
421,400
9,777
5,288
1,381,453
$
$
$
$
Fair Value
Adjustments
(In Thousands)
$
-
(5,270) (a)
(74,927) (b)
8,025 (c)
3,556 (d)
-
-
-
16,149 (e)
6,367 (f)
(23) (g)
133 (h)
$
(45,990)
4,801
(i) $
(7,268) (j)
-
112 (k)
$
(2,355)
$
$
As Recorded
at Acquisition
36,585
326,913
1,116,821
-
11,622
20,357
4,142
63,231
22,986
6,367
140
1,571
1,610,735
949,789
414,132
9,777
5,400
1,379,098
231,637
333,941
102,304
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
Represents the fair value adjustments on investment securities.
Represents the fair value adjustments on the net book value of loans, which includes an interest rate mark and credit mark adjustment and the
write-off of deferred fees/costs and premiums.
Represents the elimination of Clifton’s allowance for loan losses.
Represents the fair value adjustments to reflect the fair value of land and buildings and premises and equipment, which will be amortized on a
straight-line basis over the estimated useful lives of the individual assets.
Represents an adjustment to net deferred tax assets resulting from the fair value adjustments related to the acquired assets, liabilities assumed
and identifiable intangible assets recorded.
Represents the intangible assets recorded to reflect the fair value of core deposits. The core deposit asset was recorded as an identifiable
intangible asset and will be amortized on an accelerated basis over the estimated average life of the deposit base.
Represents an adjustment to reduce the carrying value of other real estate owned to fair value, less costs to sell.
Represents an adjustment to other assets acquired.
Represents fair value adjustments on time deposits, which will be treated as a reduction of interest expense over the remaining term of the time
deposits.
Represents the fair value adjustments on FHLB borrowings, which will be treated as an increase to interest expense over the life of the
borrowings.
Represents an adjustment to other liabilities assumed.
F-26
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 3 – Acquisition of Clifton Bancorp Inc. (continued)
The fair value of loans acquired from Clifton were estimated using cash flow projections based on the remaining maturity and
repricing terms. Cash flows were adjusted by estimating future credit losses and the rate of prepayments. Projected monthly cash
flows were then discounted to present value using a risk-adjusted market rate for similar loans. There was no carryover of Clifton’s
allowance for loan losses associated with the loans that were acquired, as the loans were initially recorded at fair value on the date of
the Clifton merger. Management has determined that there were no material purchased credit-impaired loans in the Clifton merger.
The core deposit intangible asset recognized is being amortized over its estimated useful life of approximately 10 years utilizing the
sum-of-the-years digits method.
Goodwill is not amortized for book purposes; however, it is reviewed at least annually for impairment and is not deductible for tax
purposes.
The fair value of land and buildings was estimated using appraisals. Acquired equipment was not material. Buildings are amortized
over their estimated useful lives of approximately 35 to 46 years. Improvements and equipment are amortized or depreciated over their
estimated useful lives ranging from one to 10 years.
The fair value of retail demand and interest bearing deposit accounts was assumed to approximate the carrying value as these accounts
have no stated maturity and are payable on demand. The fair value of time deposits was estimated by discounting the contractual
future cash flows using market rates offered for time deposits of similar remaining maturities.
Direct acquisition and other charges incurred in connection with the Clifton merger were expensed as incurred and totaled $6.7 million
for the year ended June 30, 2018. These expenses were recorded in merger-related expense on the consolidated statements of income.
The following table presents selected pro forma financial information reflecting the Clifton merger assuming it was completed as of
July 1, 2016. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative
of the financial results of the combined companies had the Clifton merger actually been completed at the beginning of the periods
presented, nor does it indicate future results for any other interim or full year period. Pro forma basic and diluted EPS were calculated
using the Company’s actual weighted average shares outstanding for the periods presented, plus the incremental shares issued,
assuming the Clifton merger occurred at the beginning of the periods presented. The unaudited pro forma information is based on the
actual financial statements of the Company for the periods presented, and on the actual financial statements of Clifton for the years
ended March 31, 2018 and 2017 until the date of the Clifton merger, at which time Clifton’s results of operations were included in the
Company’s financial statements.
The unaudited supplemental pro forma information for years ended June 30, 2018 and 2017 set forth below reflects adjustments
related to (a) purchase accounting fair value adjustments; (b) amortization of core deposit and other intangibles; and (c) adjustments to
interest income and expense due to amortization of premiums and accretion of discounts. Direct merger-related expenses incurred in
the year ended June 30, 2018 are assumed to have occurred prior to July 1, 2017. Furthermore, the unaudited supplemental pro forma
information does not reflect management’s estimate of any revenue enhancement opportunities or anticipated potential cost savings
for periods that include data as of April 2, 2018 or earlier.
Net interest income
Non-interest income
Non-interest expense
Net income available to common stockholders
Pro forma earnings per common share from continuing operations:
Basic
Diluted
F-27
Unaudited
Supplemental Pro Forma Information
Years Ended June 30,
2018
2017
(In Thousands, Except Per Share Data)
$
$
$
169,094 $
15,683
113,816
40,216
0.37 $
0.37 $
146,426
13,262
103,957
31,631
0.29
0.29
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 4 - Securities Available for Sale
Amortized cost, gross unrealized gains and losses and fair value of debt securities and mortgage-backed securities at June 30, 2019
and 2018 and stratification by contractual maturity of debt securities at June 30, 2019 are presented below:
Investment securities available for sale:
Debt securities:
U.S. agency securities
Obligations of state and political subdivisions
Asset-backed securities
Collateralized loan obligations
Corporate bonds
Trust preferred securities
Total debt securities
Mortgage-backed securities:
Collateralized mortgage obligations (1)
Residential pass-through securities (1)
Commercial pass-through securities (1)
Total mortgage-backed securities
Amortized
Cost
June 30, 2019
Gross
Unrealized
Gains
Gross
Unrealized
Losses
(In Thousands)
Fair
Value
$
3,642 $
26,628
178,168
209,453
122,929
3,967
544,787
21,469
44,611
101,421
167,501
40 $
323
1,465
254
121
-
2,203
70
156
2,816
3,042
4 $
-
320
1,096
1,026
211
2,657
149
464
-
613
3,678
26,951
179,313
208,611
122,024
3,756
544,333
21,390
44,303
104,237
169,930
Total securities available for sale
$
712,288 $
5,245 $
3,270 $
714,263
(1)
Government-sponsored enterprises.
Debt securities available for sale:
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Total
June 30, 2019
Amortized
Cost
Fair
Value
(In Thousands)
$
$
20,513 $
110,445
58,128
355,701
544,787 $
20,582
109,579
58,164
356,008
544,333
F-28
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 4 - Securities Available for Sale (continued)
Securities available for sale:
Debt securities:
U.S. agency securities
Obligations of state and political subdivisions
Asset-backed securities
Collateralized loan obligations
Corporate bonds
Trust preferred securities
Total debt securities
Mortgage-backed securities:
Collateralized mortgage obligations (1)
Residential pass-through securities (1)
Commercial pass-through securities (1)
Total mortgage-backed securities
Amortized
Cost
June 30, 2018
Gross
Unrealized
Gains
Gross
Unrealized
Losses
(In Thousands)
Fair
Value
$
4,474 $
26,793
179,959
226,881
147,925
3,967
589,999
25,651
105,810
7,946
139,407
- $
4
2,795
99
463
-
3,361
-
43
-
43
63 $
709
134
914
794
184
2,798
1,359
3,494
74
4,927
4,411
26,088
182,620
226,066
147,594
3,783
590,562
24,292
102,359
7,872
134,523
Total securities available for sale
$
729,406 $
3,404 $
7,725 $
725,085
(1)
Government-sponsored enterprises.
Sales of securities available for sale were as follows for the periods presented below:
Available for sale securities sold:
Proceeds from sales of securities
Gross realized gains
Gross realized losses
Net loss on sales of securities
June 30,
2019
June 30,
2018
(In Thousands)
June 30,
2017
$
$
$
75,401 $
254,606 $
83,008
190 $
(513)
(323) $
- $
(31)
(31) $
1,270
(1,660)
(390)
Securities available for sale pledged for borrowings at the FHLB and other institutions, and securities pledged for public funds and
other purposes, were as follows for the periods presented below:
Available for sale securities pledged:
Pledged for borrowings at the FHLB of New York
Pledged to secure public funds on deposit
Pledged for potential borrowings at the Federal
Reserve Bank of New York
Pledged for collateral for depositor sweep accounts
Total available for sale securities pledged
F-29
June 30,
2019
June 30,
2018
(In Thousands)
$
24,099 $
-
43,623
1,322
69,044 $
$
42,591
6,226
43,049
12,784
104,650
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 5 – Securities Held to Maturity
Amortized cost, gross unrecognized gains and losses and fair value of debt securities and mortgage-backed securities at June 30, 2019
and 2018 and stratification by contractual maturity of debt securities at June 30, 2019 are presented below:
Amortized
Cost
June 30, 2019
Gross
Unrecognized
Gains
Gross
Unrecognized
Losses
(In Thousands)
Fair
Value
Investment securities held to maturity:
Debt securities:
Obligations of state and political subdivisions
Subordinated debt
Total debt securities
$
104,086 $
63,086
167,172
1,787 $
914
2,701
16 $
-
16
105,857
64,000
169,857
Mortgage-backed securities:
Collateralized mortgage obligations (1)
Residential pass-through securities (1)
Commercial pass-through securities (1)
Non-agency securities
Total mortgage-backed securities
46,370
166,283
196,816
11
409,480
568
1,961
3,504
-
6,033
168
518
6
-
692
46,770
167,726
200,314
11
414,821
Total securities held to maturity
$
576,652 $
8,734 $
708 $
584,678
(1)
Government-sponsored enterprises.
Debt securities held to maturity:
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Total
June 30, 2019
Amortized
Cost
Fair
Value
(In Thousands)
$
$
9,047 $
31,488
125,613
1,024
167,172 $
9,048
31,749
128,011
1,049
169,857
F-30
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 5 – Securities Held to Maturity (continued)
Amortized
Cost
June 30, 2018
Gross
Unrecognized
Gains
Gross
Unrecognized
Losses
(In Thousands)
Fair
Value
Securities held to maturity:
Debt securities:
Obligations of state and political subdivisions
Subordinated debt
Total debt securities
$
109,483 $
46,294
155,777
79 $
37
116
1,865 $
284
2,149
107,697
46,047
153,744
Mortgage-backed securities:
Collateralized mortgage obligations (1)
Residential pass-through securities (1)
Commercial pass-through securities (1)
Non-agency securities
Total mortgage-backed securities
56,871
200,622
176,445
15
433,953
6
19
-
-
25
1,348
4,005
2,870
-
8,223
55,529
196,636
173,575
15
425,755
Total securities held to maturity
$
589,730 $
141 $
10,372 $
579,499
(1)
Government-sponsored enterprises.
Sales of securities held to maturity were as follows for the periods presented below:
Held to maturity securities sold: (1) (2) (3)
Proceeds from sales and calls of securities
Gross realized gains
Gross realized losses
Net (loss) gain on sales of securities
June 30,
2019
June 30,
2018
(In Thousands)
June 30,
2017
$
$
$
- $
- $
-
- $
211 $
5,300
- $
(8)
(8) $
370
(1)
369
(1)
(2)
(3)
During the year ended June 30, 2019, there were no sales of securities held to maturity.
During the year ended June 30, 2018, the securities sold were limited to those securities where there was evidence of a deterioration of
creditworthiness.
During the year ended June 30, 2017, the securities sold were limited to those whose remaining outstanding balances had declined to the
required thresholds, in relation to the original amount purchased or acquired, that allowed their sale from the held to maturity portfolio.
F-31
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 5 – Securities Held to Maturity (continued)
Securities held to maturity pledged for borrowings at the FHLB and other institutions, and securities pledged for public funds and
other purposes, were as follows for the periods presented below:
Held to maturity securities pledged:
Pledged for borrowings at the FHLB of New York
Pledged to secure public funds on deposit
Pledged for potential borrowings at the Federal
Reserve Bank of New York
Pledged for collateral for depositor sweep accounts
Total held to maturity securities pledged
June 30,
2019
June 30,
2018
(In Thousands)
$
136,696 $
7,023
103,419
12,884
260,022 $
$
142,646
7,604
107,520
25,976
283,746
F-32
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 6 – Impairment of Securities
The following two tables summarize the fair values and gross unrealized and unrecognized losses within the available for sale and
held to maturity portfolios. The gross unrealized and unrecognized losses, presented by security type, represent temporary
impairments of value within each portfolio as of the dates presented. Temporary impairments within the available for sale portfolio
have been recognized through other comprehensive income as reductions in stockholders’ equity on a tax-effected basis.
The tables are followed by a discussion that summarizes the Company’s rationale for recognizing certain impairments as temporary
versus those, if any, are identified as other-than-temporary. Such rationale is presented by investment type and generally applies
consistently to both the available for sale and held to maturity portfolios, except where specifically noted.
June 30, 2019
Less than 12 Months
Fair
Value
Unrealized
Losses
12 Months or More
Fair
Value
Unrealized
Losses
(Dollars in Thousands)
Number of
Securities
Total
Fair
Value
Unrealized
Losses
Securities Available for Sale:
U.S. agency securities
Obligations of state and political
subdivisions
Asset-backed securities
Collateralized loan obligations
Corporate bonds
Trust preferred securities
Collateralized mortgage
obligations
Residential pass-through
securities
$
- $
- $
1,122 $
4
5 $
1,122 $
4
-
40,211
44,061
47,486
-
-
-
-
262
75
509
-
-
4,934
115,914
44,462
2,756
-
16,369
-
33,519
-
58
1,021
517
211
149
464
-
4
15
11
2
-
45,145
159,975
91,948
2,756
4
16,369
6
33,519
-
320
1,096
1,026
211
149
464
Total
$ 131,758 $
846 $ 219,076 $
2,424
47 $ 350,834 $
3,270
June 30, 2018
Less than 12 Months
Fair
Value
Unrealized
Losses
12 Months or More
Fair
Value
Unrealized
Losses
(Dollars in Thousands)
Number of
Securities
Total
Fair
Value
Unrealized
Losses
Securities Available for Sale:
U.S. agency securities
Obligations of state and political
subdivisions
Asset-backed securities
Collateralized loan obligations
Corporate bonds
Trust preferred securities
Collateralized mortgage
obligations
Residential pass-through
securities
Commercial pass-through
securities
$
2,579 $
43 $
1,832 $
20
9 $
4,411 $
24,443
-
189,258
5,035
-
672
-
914
4
-
540
24,728
-
64,184
2,783
37
134
-
790
184
65
3
19
6
2
24,983
24,728
189,258
69,219
2,783
63
709
134
914
794
184
4,635
135
19,658
1,224
7
24,293
1,359
63,889
1,921
26,697
1,573
19
90,586
3,494
3,890
66
3,982
8
2
7,872
74
Total
$ 293,729 $
3,755 $ 144,404 $
3,970
132 $ 438,133 $
7,725
F-33
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 6 – Impairment of Securities (continued)
June 30, 2019
Less than 12 Months
Fair
Value
Unrecognized
Losses
12 Months or More
Fair
Value
Unrecognized
Losses
(Dollars in Thousands)
Number of
Securities
Total
Fair
Value
Unrecognized
Losses
Securities Held to Maturity:
Obligations of state and political
subdivisions
Collateralized mortgage
obligations
Residential pass-through
securities
Commercial pass-through
securities
$
274 $
1 $
7,149 $
15
19 $
7,423 $
-
-
9,347
168
5
9,347
438
1 76,848
517
70 77,286
-
-
1,852
6
2
1,852
16
168
518
6
Total
$
712 $
2 $ 95,196 $
706
96 $ 95,908 $
708
June 30, 2018
Less than 12 Months
Fair
Value
Unrecognized
Losses
12 Months or More
Fair
Value
Unrecognized
Losses
(Dollars in Thousands)
Number of
Securities
Total
Fair
Value
Unrecognized
Losses
Securities Held to Maturity:
Obligations of state and political
subdivisions
Subordinated debt
Collateralized mortgage
obligations
Residential pass-through
securities
Commercial pass-through
securities
$ 86,678 $
41,010
1,662 $
284
3,151 $
-
203
-
190 $ 89,829 $
7 41,010
1,865
284
42,712
753 12,730
595
8 55,442
1,348
133,859
2,258 61,760
1,747
131 195,619
4,005
172,382
2,867
1,191
3
35 173,573
2,870
Total
$ 476,641 $
7,824 $ 78,832 $
2,548
371 $ 555,473 $
10,372
In general, if the fair value of a debt security is less than its amortized cost basis at the time of evaluation, the security is impaired and
the impairment is to be evaluated to determine if it is other than temporary. The Company evaluates the impaired securities in its
portfolio for possible other than temporary impairment (“OTTI”) on at least a quarterly basis. The following represents the
circumstances under which an impaired security is determined to be other-than-temporarily impaired: (i) when the Company intends
to sell the impaired debt security; (ii) when the Company more likely than not will be required to sell the impaired debt security before
recovery of its amortized cost; or (iii) when an impaired debt security does not meet either of the two conditions above, but the
Company does not expect to recover the entire amortized cost of the security.
In the first two circumstances noted above, the amount of OTTI to be recognized in earnings is the entire difference between the
security’s amortized cost basis and its fair value at the balance sheet date. In the third circumstance, however, the OTTI is to be
separated into the amount representing the credit loss from the amount related to all other factors. The credit loss component is to be
recognized in earnings while the non-credit loss component is to be recognized in other comprehensive income. In these cases, OTTI
is generally predicated on an adverse change in cash flows versus those expected at the time of purchase. The absence of an adverse
change in expected cash flows generally indicates that a security’s impairment is related to other non-credit loss factors and is thereby
generally not recognized as OTTI.
F-34
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 6 – Impairment of Securities (continued)
The Company considers a variety of factors when determining whether a credit loss exists for an impaired security including, but not
limited to (i) the length of time and the extent to which the fair value has been less than the amortized cost basis; (ii) adverse
conditions specifically related to the security, an industry, or a geographic area; (iii) the historical and implied volatility of the fair
value of the security; (iv) the payment structure of the debt security; (v) actual or expected failure of the issuer of the security to make
scheduled interest or principal payments; (vi) changes to the rating of the security by external rating agencies; and (vii) recoveries or
additional declines in fair value subsequent to the balance sheet date. The Company regularly monitors the historical cash flows and
financial strength of all issuers and/or guarantors to confirm that security impairment, where applicable, is not due to an actual or
expected adverse change in security cash flows that would result in the recognition of credit-related OTTI.
The unrealized and unrecognized losses on the Company’s securities are due to the combined effects of several market-related factors
including, most notably, changes in market interest rates and changing market conditions which affect the supply and demand for such
securities. Those market conditions may fluctuate over time resulting in certain securities being impaired for periods in excess of 12
months. However, the longevity of such impairment is not necessarily reflective of an expectation for an adverse change in cash flows
signifying a credit loss. Consequently, the impairments of value resulting directly from these changing market conditions are
considered non-credit related and temporary in nature.
The Company has the stated ability and intent to hold until forecasted recovery those securities so designated at June 30, 2019 and
does not intend to sell the temporarily impaired available for sale securities prior to the recovery of their fair value to a level equal to
or greater than the Company’s amortized cost. Furthermore, the Company has concluded that the possibility of being required to sell
the securities prior to their anticipated recovery is unlikely. In light of the factors noted above, the Company does not consider its
balance of securities with unrealized and unrecognized losses at June 30, 2019 and June 30, 2018, to be other-than-temporarily
impaired as of those dates.
F-35
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 7 – Loans Receivable
One- to four-family residential
Commercial mortgage:
Multi-family
Nonresidential
Total commercial mortgage
Construction
Commercial business
Consumer:
Home equity loans and lines of credit
Passbook or certificate
Other
Total consumer
Total loans
Unaccreted yield adjustments including net premiums and discounts
on purchased and acquired loans and net deferred fees and costs on
loans originated
June 30,
2019
June 30,
2018
(In Thousands)
$
1,344,044 $
1,297,453
1,946,391
1,258,869
3,205,260
1,758,584
1,302,961
3,061,545
13,907
23,271
65,763
85,825
96,165
3,732
2,082
101,979
90,761
3,283
5,777
99,821
4,730,953
4,567,915
(52,025)
(66,567)
Total loans receivable, net of yield adjustments
$
4,678,928 $
4,501,348
The Bank has granted loans to officers and directors of the Company and its subsidiaries and to their associates. As of June 30, 2019
and 2018 such loans totaled approximately $3.6 million and $3.2 million, respectively. During the year ended June 30, 2019 the Bank
granted one new loan to related parties totaling $453,000. During the year ended June 30, 2018 the Bank granted no new loans to
related parties.
Note 8 – Loan Quality and the Allowance for Loan Losses
Residential Mortgage Loans in Foreclosure
We may obtain physical possession of one- to four-family real estate collateralizing a residential mortgage loan via foreclosure or
through an in-substance repossession. As of June 30, 2019, we held no single-family properties that were acquired through
foreclosures on residential mortgage loans. As of that same date, we held 11 residential mortgage loans with aggregate carrying
values totaling $2.1 million which were in the process of foreclosure.
As of June 30, 2018, we held four single-family properties in real estate owned with a carrying value of $725,000 that was acquired
through foreclosures on residential mortgage loans. As of that same date, we held 14 residential mortgage loans with aggregate
carrying values totaling $2.3 million which were in the process of foreclosure.
F-36
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 – Loan Quality and the Allowance for Loan Losses (continued)
The following tables present the balance of the allowance for loan losses at June 30, 2019, 2018 and 2017 based upon the calculation
methodology described in Note 1. The tables identify the valuation allowances attributable to specifically identified impairments on
individually evaluated loans, including those acquired with deteriorated credit quality, as well as valuation allowances for impairments
on loans evaluated collectively. The tables include the underlying balance of loans receivable applicable to each category as of those
dates as well as the activity in the allowance for loan losses for the years ended June 30, 2019, 2018 and 2017. Unless otherwise
noted, the balance of loans reported in the tables below excludes yield adjustments and the allowance for loan loss.
Allowance for Loan Losses
At June 30, 2019
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(In Thousands)
Balance of allowance for loan losses:
Loans acquired with deteriorated
credit quality
Loans individually
evaluated for impairment
Loans collectively
evaluated for impairment
$
- $
31
- $
-
- $
-
- $
-
- $
-
- $
-
- $
-
-
31
3,346
16,959
9,672
136
2,467
491
172 33,243
Total allowance for loan losses
$
3,377 $ 16,959 $
9,672 $
136 $
2,467 $
491 $
172 $ 33,274
Balance of Loans Receivable
At June 30, 2019
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(In Thousands)
$
84 $
- $
- $
12,545
70
8,900
- $
-
242 $
- $
- $
326
1,213
1,531
-
24,259
1,331,415 1,946,321 1,249,969
13,907
64,308 94,634
5,814 4,706,368
$ 1,344,044 $1,946,391 $ 1,258,869 $
13,907 $
65,763 $ 96,165 $
5,814 $4,730,953
(52,025)
$4,678,928
Balance of loans receivable:
Loans acquired with deteriorated
credit quality
Loans individually
evaluated for impairment
Loans collectively
evaluated for impairment
Total loans
Unaccreted yield
adjustments
Loans receivable, net of
yield adjustments
F-37
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 – Loan Quality and the Allowance for Loan Losses (continued)
Allowance for Loan Losses
At June 30, 2018
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(In Thousands)
Balance of allowance for loan losses:
Loans acquired with deteriorated
credit quality
Loans individually
evaluated for impairment
Loans collectively
evaluated for impairment
$
- $
79
- $
-
- $
-
- $
-
- $
227
- $
-
- $
-
-
306
2,400
14,946
9,787
258
2,325
430
413 30,559
Total allowance for loan losses
$
2,479 $ 14,946 $
9,787 $
258 $
2,552 $
430 $
413 $ 30,865
Balance of Loans Receivable
At June 30, 2018
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(In Thousands)
$
99 $
- $
- $
11,931
116
5,344
- $
-
269 $
- $
-
368
3,921
1,601
-
22,913
1,285,423 1,758,468 1,297,617
23,271
81,635 89,160
9,060 4,544,634
$ 1,297,453 $1,758,584 $ 1,302,961 $
23,271 $
85,825 $ 90,761 $
9,060 $4,567,915
(66,567)
$4,501,348
Balance of loans receivable:
Loans acquired with deteriorated
credit quality
Loans individually
evaluated for impairment
Loans collectively
evaluated for impairment
Total loans
Unaccreted yield
adjustments
Loans receivable, net of
yield adjustments
F-38
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 – Loan Quality and the Allowance for Loan Losses (continued)
Allowance for Loan Losses
Year Ended June 30, 2019
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(In Thousands)
Changes in the allowance for loan
losses for the year ended
June 30, 2019:
At June 30, 2018:
$
2,479 $ 14,946 $
9,787 $
258 $
2,552 $
430 $
413 $ 30,865
Total charge offs
Total recoveries
Total provisions
(83)
-
981
-
-
2,013
(54)
6
(67)
-
-
(122)
(861)
47
729
-
-
61
(285)
83
(39)
(1,283)
136
3,556
Total allowance for loan losses
$
3,377 $ 16,959 $
9,672 $
136 $
2,467 $
491 $
172 $ 33,274
Allowance for Loan Losses
Year Ended June 30, 2018
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(In Thousands)
Changes in the allowance for loan
losses for the year ended
June 30, 2018:
At June 30, 2017:
$
2,384 $ 13,941 $
9,939 $
35 $
1,709 $
501 $
777 $ 29,286
Total charge offs
Total recoveries
Total provisions
(521)
172
444
-
-
1,005
(45)
-
(107)
-
-
223
(145)
90
898
(18)
65
(118)
(829)
104
361
(1,558)
431
2,706
Total allowance for loan losses
$
2,479 $ 14,946 $
9,787 $
258 $
2,552 $
430 $
413 $ 30,865
F-39
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 – Loan Quality and the Allowance for Loan Losses (continued)
Allowance for Loan Losses
Year Ended June 30, 2017
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(In Thousands)
Changes in the allowance for loan
losses for the year ended
June 30, 2017:
At June 30, 2016:
$
2,370 $
9,995 $
7,846 $
24 $
2,784 $
432 $
778 $ 24,229
Total charge offs
Total recoveries
Total provisions
(76)
256
(166)
-
-
3,946
(149)
-
2,242
-
-
11
(221)
727
(1,581)
(96)
16
149
(849)
68
780
(1,391)
1,067
5,381
Total allowance for loan losses
$
2,384 $ 13,941 $
9,939 $
35 $
1,709 $
501 $
777 $ 29,286
The following tables present key indicators of credit quality regarding the Company’s loan portfolio based upon loan classification
and contractual payment status at June 30, 2019 and 2018:
Credit-Rating Classification of Loans Receivable
At June 30, 2019
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
$ 1,328,811 $1,945,205 $ 1,249,438 $
(In Thousands)
13,907 $
59,768 $ 94,544 $
5,776 $4,697,449
629
14,604
-
-
15,233
1,116
70
-
-
1,186
-
9,431
-
-
9,431
-
-
-
-
-
3,894
2,101
-
-
5,995
28
1,593
-
-
1,621
14
23
1
-
38
5,681
27,822
1
-
33,504
Non-classified
Classified:
Special Mention
Substandard
Doubtful
Loss
Total classified loans
Total loans
$ 1,344,044 $1,946,391 $ 1,258,869 $
13,907 $
65,763 $ 96,165 $
5,814 $4,730,953
Credit-Rating Classification of Loans Receivable
At June 30, 2018
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
$ 1,283,040 $1,758,468 $ 1,295,076 $
(In Thousands)
23,271 $
80,947 $ 88,831 $
8,937 $4,538,570
493
13,920
-
-
14,413
-
116
-
-
116
-
7,885
-
-
7,885
-
-
-
-
-
13
4,865
-
-
4,878
25
1,905
-
-
1,930
61
61
1
-
123
592
28,752
1
-
29,345
Non-classified
Classified:
Special Mention
Substandard
Doubtful
Loss
Total classified loans
Total loans
$ 1,297,453 $1,758,584 $ 1,302,961 $
23,271 $
85,825 $ 90,761 $
9,060 $4,567,915
F-40
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 – Loan Quality and the Allowance for Loan Losses (continued)
Contractual Payment Status of Loans Receivable
At June 30, 2019
Current
Past due:
30-59 days
60-89 days
90 days and over
Total past due
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
$ 1,338,347 $1,946,391 $ 1,256,892 $
(In Thousands)
13,907 $
65,668 $ 95,793 $
5,754 $4,722,752
1,680
473
3,544
5,697
-
-
-
-
-
-
1,977
1,977
-
-
-
-
95
-
-
95
197
36
139
372
25
13
22
60
1,997
522
5,682
8,201
Total loans
$ 1,344,044 $1,946,391 $ 1,258,869 $
13,907 $
65,763 $ 96,165 $
5,814 $4,730,953
Contractual Payment Status of Loans Receivable
At June 30, 2018
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
$ 1,290,428 $1,758,584 $ 1,300,570 $
(In Thousands)
23,271 $
85,065 $ 90,375 $
8,917 $4,557,210
1,457
475
5,093
7,025
-
-
-
-
1,015
-
1,376
2,391
-
-
-
-
247
-
513
760
104
44
238
386
24
59
60
143
2,847
578
7,280
10,705
Current
Past due:
30-59 days
60-89 days
90 days and over
Total past due
Total loans
$ 1,297,453 $1,758,584 $ 1,302,961 $
23,271 $
85,825 $ 90,761 $
9,060 $4,567,915
F-41
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 – Loan Quality and the Allowance for Loan Losses (continued)
The following tables present information relating to the Company’s nonperforming and impaired loans at June 30, 2019 and 2018.
Loans reported as 90 days and over past due and accruing in the table immediately below are also reported in the preceding
contractual payment status table under the heading 90 days and over past due.
Performance Status of Loans Receivable
At June 30, 2019
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
$ 1,334,101 $1,946,321 $ 1,249,969 $
(In Thousands)
13,907 $
65,294 $ 95,299 $
5,792 $4,710,683
Performing
Nonperforming:
90 days and over past due accruing
Nonaccrual
Total nonperforming
-
9,943
9,943
-
70
70
-
8,900
8,900
-
-
-
-
469
469
-
866
866
22
-
22
22
20,248
20,270
Total loans
$ 1,344,044 $1,946,391 $ 1,258,869 $
13,907 $
65,763 $ 96,165 $
5,814 $4,730,953
Performance Status of Loans Receivable
At June 30, 2018
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
$ 1,288,261 $1,758,468 $ 1,297,621 $
(In Thousands)
23,271 $
84,587 $ 89,848 $
9,000 $4,551,056
Performing
Nonperforming:
90 days and over past due accruing
Nonaccrual
Total nonperforming
-
9,192
9,192
-
116
116
-
5,340
5,340
-
-
-
-
1,238
1,238
-
913
913
60
-
60
60
16,799
16,859
Total loans
$ 1,297,453 $1,758,584 $ 1,302,961 $
23,271 $
85,825 $ 90,761 $
9,060 $4,567,915
F-42
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 – Loan Quality and the Allowance for Loan Losses (continued)
Impairment Status of Loans Receivable
At or Year Ended June 30, 2019
Carrying value of impaired loans:
Non-impaired loans
Impaired loans:
Impaired loans with no allowance
for impairment
Impaired loans with allowance
for impairment:
Recorded investment
Allowance for impairment
Balance of impaired loans net
of allowance for impairment
Total impaired loans, excluding
allowance for impairment:
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(In Thousands)
$ 1,331,415 $1,946,321 $ 1,249,969 $
13,907 $
64,308 $ 94,634 $
5,814 $4,706,368
12,266
70
8,900
-
1,455
1,531
-
24,222
363
(31)
332
-
-
-
-
-
-
12,629
70
8,900
-
-
-
-
-
-
-
-
-
-
-
-
-
363
(31)
332
1,455
1,531
-
24,585
Total loans
$ 1,344,044 $1,946,391 $ 1,258,869 $
13,907 $
65,763 $ 96,165 $
5,814 $4,730,953
Unpaid principal balance
of impaired loans:
Total impaired loans
For the year ended
June 30, 2019:
$
14,985 $
779 $
10,200 $
73 $
3,987 $ 1,924 $
- $
31,948
Average balance of impaired loans $
$
Interest earned on impaired loans
12,883 $
129 $
91 $
- $
8,242 $
- $
- $
- $
2,212 $ 1,547 $
34 $
67 $
- $
- $
24,975
230
F-43
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 – Loan Quality and the Allowance for Loan Losses (continued)
Impairment Status of Loans Receivable
At or Year Ended June 30, 2018
Carrying value of impaired loans:
Non-impaired loans
Impaired loans:
Impaired loans with no allowance
for impairment
Impaired loans with allowance
for impairment:
Recorded investment
Allowance for impairment
Balance of impaired loans net
of allowance for impairment
Total impaired loans, excluding
allowance for impairment:
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(In Thousands)
$ 1,285,423 $1,758,468 $ 1,297,617 $
23,271 $
81,635 $ 89,160 $
9,060 $4,544,634
11,255
116
5,344
-
3,963
1,601
-
22,279
775
(79)
696
-
-
-
-
-
-
12,030
116
5,344
-
-
-
-
227
(227)
-
-
-
-
-
-
-
1,002
(306)
696
4,190
1,601
-
23,281
Total loans
$ 1,297,453 $1,758,584 $ 1,302,961 $
23,271 $
85,825 $ 90,761 $
9,060 $4,567,915
Unpaid principal balance
of impaired loans:
Total impaired loans
$
16,263 $
930 $
10,033 $
106 $
7,671 $ 2,702 $
- $
37,705
For the year ended
June 30, 2018:
Average balance of impaired loans $
$
Interest earned on impaired loans
9,465 $
131 $
136 $
- $
6,484 $
5 $
106 $
- $
2,690 $ 1,667 $
32 $
44 $
- $
- $
20,548
212
Impairment Status of Loans Receivable
Year Ended June 30, 2017
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(In Thousands)
For the year ended
June 30, 2017:
Average balance of impaired loans
Interest earned on impaired loans
$
$
12,536 $
107 $
182 $
- $
6,242 $
- $
448 $
7 $
3,114 $
15 $
2,075 $
36 $
- $ 24,597
165
- $
F-44
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 – Loan Quality and the Allowance for Loan Losses (continued)
The following tables present information regarding the restructuring of the Company’s troubled debts during the years ended June 30,
2019, June 30, 2018 and June 30, 2017 and any defaults of TDRs during that year that were restructured within 12 months of the date
of default:
Troubled Debt Restructurings of Loans Receivable
Year Ended June 30, 2019
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(Dollars in Thousands)
8
-
2
-
6
1
-
17
$
1,523 $
- $
3,329 $
- $
1,468 $
109 $
- $ 6,429
1,576
-
3,329
-
1,488
123
-
6,516
2
-
2
-
-
-
-
4
Troubled debt restructuring activity
for the year ended
June 30, 2019:
Number of loans
Pre-modification outstanding
recorded investment
Post-modification outstanding
recorded investment
Reserves included in and charge offs
against the allowance for loan loss
recognized at modification
Troubled debt restructuring defaults
for the year ended
June 30, 2019:
Number of loans
Outstanding recorded investment
$
-
- $
-
- $
-
- $
-
- $
-
- $
-
- $
-
- $
-
-
Troubled Debt Restructurings of Loans Receivable
Year Ended June 30, 2018
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(Dollars in Thousands)
6
$
1,635 $
1,981
-
- $
-
2
315 $
330
-
- $
-
-
2
-
10
- $
90 $
- $ 2,040
-
88
-
2,399
145
-
7
-
-
2
-
154
Troubled debt restructuring activity
for the year ended
June 30, 2018:
Number of loans
Pre-modification outstanding
recorded investment
Post-modification outstanding
recorded investment
Reserves included in and charge offs
against the allowance for loan loss
recognized at modification
Troubled debt restructuring defaults
for the year ended
June 30, 2018:
Number of loans
Outstanding recorded investment
$
-
- $
-
- $
-
- $
-
- $
-
- $
-
- $
-
- $
-
-
F-45
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 8 – Loan Quality and the Allowance for Loan Losses (continued)
Troubled Debt Restructurings of Loans Receivable
Year Ended June 30, 2017
Residential
Mortgage
Multi-
Family
Mortgage
Non-
Residential
Mortgage Construction
Commercial
Business
Home
Equity
Loans
Other
Consumer Total
(Dollars in Thousands)
2
-
4
$
708 $
- $
2,791 $
767
-
2,699
-
- $
-
-
1
-
7
- $
87 $
- $ 3,586
-
95
-
3,561
14
-
99
-
-
9
-
122
Troubled debt restructuring activity
for the year ended
June 30, 2017:
Number of loans
Pre-modification outstanding
recorded investment
Post-modification outstanding
recorded investment
Reserves included in and charge offs
against the allowance for loan loss
recognized at modification
Troubled debt restructuring defaults
for the year ended
June 30, 2017:
Number of loans
Outstanding recorded investment
$
-
- $
-
- $
-
- $
-
- $
-
- $
-
- $
-
- $
-
-
The manner in which the terms of a loan are modified through a troubled debt restructuring generally includes one or more of the
following changes to the loan’s repayment terms:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
Interest Rate Reduction: Temporary or permanent reduction of the interest rate charged against the outstanding balance of
the loan.
Capitalization of Prior Past Dues: Capitalization of prior amounts due to the outstanding balance of the loan.
Extension of Maturity or Balloon Date: Extending the term of the loan past its original balloon or maturity date.
Deferral of Principal Payments: Temporary deferral of the principal portion of a loan payment.
Payment Recalculation and Re-amortization: Recalculation of the recurring payment obligation and resulting loan
amortization/repayment schedule based on the loan’s modified terms.
Note 9 – Premises and Equipment
Land
Buildings and improvements
Leasehold improvements
Furnishings and equipment
Construction in progress
Less accumulated depreciation and amortization
Total premises and equipment
June 30,
2019
2018
(In Thousands)
$
$
13,118 $
46,802
7,852
22,985
4,690
95,447
38,593
56,854 $
13,118
46,953
5,860
20,026
5,613
91,570
35,330
56,240
F-46
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 9 – Premises and Equipment (continued)
Depreciation expense on premises and equipment for the fiscal years ended June 30, 2019, 2018 and 2017 totaled $4.3 million,
$3.2 million and 2.8 million, respectively.
Note 10 – Goodwill and Other Intangible Assets
Balance at June 30, 2016
Amortization
Balance at June 30, 2017
Acquisition of Clifton Bancorp Inc.
Amortization
Balance at June 30, 2018
Amortization
Balance at June 30, 2019
Goodwill
Core Deposit Intangibles
(In Thousands)
108,591 $
-
108,591
102,304
-
210,895
-
210,895 $
430
(138)
292
6,367
(364)
6,295
(1,135)
5,160
$
$
Scheduled amortization of core deposit intangibles for each of the next five years and thereafter is as follows:
Year Ending
June 30,
2020
2021
2022
2023
2024
Thereafter
$
Core Deposit Intangible
Amortization
(In Thousands)
1,164
883
596
484
454
1,579
Note 11 – Deposits
Deposits are summarized as follows:
Non-interest-bearing demand
Interest-bearing demand
Savings and club
Certificates of deposits
Total deposits
June 30,
2019
Weighted
Average
Balance
Interest Rate
Balance
(Dollars in Thousands)
2018
Weighted
Average
Interest Rate
$
$
309,063
843,432
790,658
2,204,457
4,147,610
0.00 % $
0.94
0.73
2.16
1.48 % $
311,938
1,000,989
744,039
2,016,638
4,073,604
0.00 %
0.92
0.36
1.62
1.09 %
F-47
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 11 – Deposits (continued)
Brokered deposits are summarized as follows:
Interest-bearing demand
Certificates of deposits
Total brokered deposits
A summary of certificates of deposit by maturity follows:
One year or less
After one year to two years
After two years to three years
After three years to four years
After four years to five years
After five years
Total certificates of deposit
June 30,
2019
Weighted
Average
Balance
Interest Rate
Balance
(Dollars in Thousands)
2018
Weighted
Average
Interest Rate
$
$
-
235,805
235,805
- % $
2.42
2.42 % $
210,825
84,343
295,168
2.09 %
1.95
2.05 %
June 30,
2019
2018
(In Thousands)
$
$
1,486,448 $
513,532
101,377
69,381
26,633
7,086
2,204,457 $
1,123,977
493,166
199,289
101,276
81,355
17,575
2,016,638
Certificates of deposit with balances of $250,000 or more at June 30, 2019 and 2018, totaled approximately $521.8 million and $375.9
million, respectively. The Bank’s deposits are insurable to applicable limits by the Federal Deposit Insurance Corporation.
Note 12 – Borrowings
Fixed-rate advances from FHLB of New York mature as follows:
By remaining period to maturity:
Less than one year
One to two years
Two to three years
Three to four years
Four to five years
Greater than five years
Total advances
Unamortized fair value adjustments
Total advances, net of
fair value adjustments
June 30, 2019
June 30, 2018
Weighted
Average
Balance
Interest Rate
Balance
(Dollars in Thousands)
Weighted
Average
Interest Rate
$
873,400
64,046
62,700
155,000
22,500
110,000
1,287,646
(4,435)
2.49 % $
1.87
2.46
3.00
2.63
2.69
2.54 %
741,000
48,400
64,160
35,700
155,000
132,500
1,176,760
(6,616)
$
1,283,211
$
1,170,144
2.09 %
1.66
1.88
2.17
3.00
2.68
2.25 %
F-48
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 12 – Borrowings (continued)
At June 30, 2019, FHLB advances were collateralized by the FHLB capital stock owned by the Bank and mortgage loans and
securities with carrying values totaling approximately $3.04 billion and $160.8 million, respectively. At June 30, 2018, FHLB
advances were collateralized by the FHLB capital stock owned by the Bank and mortgage loans and securities with carrying values
totaling approximately $2.72 billion and $185.2 million, respectively.
Borrowings at June 30, 2019 and 2018 also included overnight borrowings in the form of depositor sweep accounts totaling $8.8
million and $28.5 million, respectively. Depositor sweep accounts are short term borrowings representing funds that are withdrawn
from a customer’s noninterest-bearing deposit account and invested in an uninsured overnight investment account that is collateralized
by specified investment securities owned by the Bank. Borrowings at June 30, 2019 also included other overnight borrowings totaling
$30.0 million.
Note 13 – Derivative Instruments and Hedging Activities
Risk Management Objective of Using Derivatives
The Company uses various financial instruments, including derivatives, to manage its exposure to interest rate risk. The Company’s
derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or
expected cash receipts and its known or expected cash payments principally related to specific wholesale funding positions.
Fair Values of Derivative Instruments on the Statement of Financial Condition
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the
Statement of Financial Condition as of June 30, 2019 and June 30, 2018:
June 30, 2019
Asset Derivatives
Liability Derivatives
Location
Fair Value
Location
Fair Value
(In Thousands)
Other assets
$
$
Other liabilities
3,856
3,856
$
$
140
140
June 30, 2018
Asset Derivatives
Liability Derivatives
Location
Fair Value
Location
Fair Value
(In Thousands)
Other assets
$
$
31,881
31,881
Other liabilities
$
$
-
-
Derivatives designated as hedging
instruments:
Interest rate swaps
Total
Derivatives designated as hedging
instruments:
Interest rate swaps
Total
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using derivatives are primarily to add stability to interest expense and to manage its exposure to interest
rate movements. To accomplish this objective, the Company has entered into interest rate swaps and caps as part of its interest rate
risk management strategy. These interest rate products are designated as cash flow hedges. As of June 30, 2019, the Company had 11
interest rate swaps with a notional of $825.0 million hedging certain FHLB advances.
For derivatives designated as cash flow hedges, the gain or loss on the derivatives is recorded in other comprehensive income, net of
tax, and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest
payments are made on the Company’s variable rate wholesale funding positions. During the year ended June 30, 2019, the Company
had $6.8 million of reclassifications to interest expense. During the next 12 months, the Company estimates that $2.5 million will be
reclassified as a reduction in interest expense.
F-49
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 13 – Derivative Instruments and Hedging Activities (continued)
The table below presents the pre-tax effects of the Company’s derivative instruments on the Consolidated Statements of Income as of
June 30, 2019, June 30, 2018 and June 30, 2017:
Amount of Gain
(Loss) Recognized
in OCI on
Derivatives
Year Ended June 30, 2019
Location of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
(In Thousands)
Amount of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
(21,409)
(21,409)
Interest expense
$
$
6,753
6,753
Amount of Gain
(Loss) Recognized
in OCI on
Derivatives
Year Ended June 30, 2018
Location of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
(In Thousands)
Amount of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
22,656
78
22,734
Interest expense
Interest expense
$
$
(1,853)
(973)
(2,826)
Amount of Gain
(Loss) Recognized
in OCI on
Derivatives
Year Ended June 30, 2017
Location of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
(In Thousands)
Amount of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
20,826
79
20,905
Interest expense
Interest expense
$
$
(5,914)
(820)
(6,734)
$
$
$
$
$
$
Derivatives in cash flow
hedging relationships:
Interest rate swaps
Total
Derivatives in cash flow
hedging relationships:
Interest rate swaps
Interest rate caps
Total
Derivatives in cash flow
hedging relationships:
Interest rate swaps
Interest rate caps
Total
F-50
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 13 – Derivative Instruments and Hedging Activities (continued)
Offsetting Derivatives
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives in the
Consolidated Statement of Condition as of June 30, 2019 and June 30, 2018, respectively. The net amounts presented for derivative
assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location
that derivative assets and liabilities are presented on the Consolidated Statement of Condition.
June 30, 2019
Gross Amount
Recognized
Gross
Amounts
Offset
Net Amounts
Presented
Gross Amounts Not Offset
Cash
Collateral
Received
Financial
Instruments
Net Amount
(In Thousands)
$
$
5,334 $
5,334 $
(1,478) $
(1,478) $
3,856 $
3,856 $
- $
- $
- $
- $
3,856
3,856
Gross Amount
Recognized
Gross
Amounts
Offset
Net Amounts
Presented
Gross Amounts Not Offset
Cash
Collateral
Posted
Financial
Instruments
Net Amount
(In Thousands)
$
$
1,618 $
1,618 $
(1,478) $
(1,478) $
140 $
140 $
- $
- $
- $
$
-
140
140
June 30, 2018
Gross Amount
Recognized
Gross
Amounts
Offset
Net Amounts
Presented
Gross Amounts Not Offset
Cash
Collateral
Received
Financial
Instruments
Net Amount
(In Thousands)
$
$
31,881 $
31,881 $
- $
- $
31,881 $
31,881 $
- $
- $
- $
- $
31,881
31,881
Gross Amount
Recognized
Gross
Amounts
Offset
Net Amounts
Presented
Gross Amounts Not Offset
Cash
Collateral
Posted
Financial
Instruments
Net Amount
(In Thousands)
$
$
- $
- $
- $
- $
- $
- $
- $
- $
- $
$
-
-
-
Assets:
Interest rate swaps
Total
Liabilities:
Interest rate swaps
Total
Assets:
Interest rate swaps
Total
Liabilities:
Interest rate swaps
Total
F-51
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 13 – Derivative Instruments and Hedging Activities (continued)
Credit-risk-related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any
of its indebtedness, then the Company could also be declared in default on its derivative obligations and could be required to terminate
its derivative positions with the counterparty. The Company also has agreements with its derivative counterparties that contain a
provision where if the Company fails to maintain its status as a well-capitalized institution, then the Company could be required to
terminate its derivative positions with the counterparty.
As required under the enforceable master netting arrangement with its derivatives counterparties, at June 30, 2019 the Company
received financial collateral of $5.0 million that was not included as an offsetting amount. By comparison, at June 30, 2018, the
Company received financial collateral of $31.6 million that was not included as offsetting amount.
In addition to the derivative instruments noted above, the Company’s pipeline of loans held for sale at June 30, 2019 and June 30,
2018, included $46.2 million and $10.8 million, respectively, of in-process loans whose terms included interest rate locks to borrowers
that were paired with a best-efforts commitment to sell the loan to a buyer at a fixed price within a predetermined timeframe after the
sale commitment is established. The Company’s pipeline of loans held for sale are considered free-standing derivative instruments
whose fair values are not material to our financial condition or results of operations.
Note 14 – Benefit Plans
Components of Net Periodic Expense
The following table sets forth the aggregate net periodic benefit expense for the Bank’s Benefit Equalization Plan, Postretirement
Welfare Plan, Directors’ Consultation and Retirement Plan and Atlas Bank Retirement Income Plan:
2019
Years Ended June 30,
2018
(In Thousands)
2017
Affected Line Item in the Consolidated
Statements of Income
Service cost
Interest cost
Amortization of unrecognized loss
Expected return on assets
Net periodic benefit cost
$
$
54 $
378
43
(112)
363
$
48 $
373
45
(120)
346
$
31 Salaries and employee benefits
379 Miscellaneous non-interest expense
66 Miscellaneous non-interest expense
(248) Miscellaneous non-interest expense
228
Effective July 1, 2018, the Company implemented ASU 2017-07, “Retirement Benefits (Topic 715): Improving the Presentation of Net
Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” Under ASU 2017-07, the FASB requires employers to report
the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent
employees during the period. The other components of net periodic benefit cost are required to be presented in the Consolidated
Statements of Income separately from the service cost component. The table above details the affected line items within the
Consolidated Statements of Income related to the net periodic benefit costs for the periods noted. This ASU is also required to be
applied retrospectively to all periods presented.
F-52
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
The following table summarizes the impact of retrospective application to the Consolidated Statements of Income for the years ended
June 30, 2018 and 2017:
Miscellaneous non-interest expense:
As previously reported
As reported under the new guidance
Salaries and employee benefits:
As previously reported
As reported under the new guidance
Employee Stock Ownership Plan
Years Ended June 30,
2018
11,117
11,415
54,034
53,736
(In Thousands)
$
$
2017
10,990
11,187
47,818
47,621
$
$
In conjunction with the closing of Company’s first-step conversion and stock offering in February 2005, the Bank established an
Employee Stock Ownership Plan (“ESOP”) for all eligible employees who complete a twelve-month period of employment with the
Bank. Eligible employees may enter the plan on January 1st or July 1st following the plan year they have attained the age of 21 and
complete at least 1,000 hours of service in a plan year. The ESOP used $17,457,000 in proceeds from a term loan obtained from the
Company to purchase 2,409,764 shares of Company common stock. Principal on the term loan was originally payable in equal
installments through the maturity date of March 31, 2017 with the loan carrying an interest rate of 5.50%. The Bank made
discretionary contributions to the ESOP that provided the funding it needed to pay the scheduled principal and loan payments to the
Company under the terms of the original ESOP loan agreement. Such discretionary contributions were typically reduced by the
amount of dividends paid on shares of the Company’s common stock held by the ESOP.
In conjunction with the closing of the Company’s second step conversion and stock offering in May 2015, the Bank augmented its
ESOP by using $36,125,000 in proceeds from a new term loan obtained from the Company to the ESOP to purchase an additional
3,612,500 shares of Company common stock. The proceeds from the new term loan included an additional $3,788,000 to refinance
the remaining outstanding balance and accrued interest owed under the original ESOP term loan. The original principal balance of the
Company’s consolidated term loan to the ESOP totaled $39,913,000 with equal quarterly installments of principal and interest payable
over 20 years at an annual interest rate of 3.25%. As with the original term loan, the Bank expects to make discretionary contributions
to the ESOP equaling the principal and interest payments owed on the ESOP’s loan to the Company. As above, such payments may
be reduced by the amount of dividends paid on shares of the Company’s common stock held by the ESOP.
Shares purchased with the loan proceeds provide collateral for the term loan and are held in a suspense account for future allocations
among participants. Contributions to the ESOP and shares released from the suspense account are to be allocated among the
participants on the basis of compensation, as described by the ESOP, in the year of allocation.
ESOP shares pledged as collateral are initially recorded as unearned ESOP shares in the consolidated statements of financial
condition. On a monthly basis, 16,725 shares are committed to be released, compensation expense is recorded equal to the number of
shares committed to be released times the monthly average market price of the shares, and the committed shares become outstanding
for basic net income per common share computations. ESOP compensation expense was approximately $2,464,000, $2,641,000 and
$2,784,000 for the years ended June 30, 2019, 2018 and 2017, respectively.
F-53
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
At June 30, 2019 and 2018, the ESOP shares were as follows:
Allocated shares
Total shares distributed to employees
Shares committed to be released
Unearned shares
Total ESOP shares
June 30,
2019
2018
(In Thousands)
1,862
899
100
3,161
6,022
1,806
754
100
3,362
6,022
Fair value of unearned ESOP shares
$
42,010 $
45,219
Employee Stock Ownership Plan Benefit Equalization Plan ("ESOP BEP")
The Bank has a non-qualified plan to compensate its executive officers who participate in the Bank's ESOP for certain benefits lost
under such plan by reason of benefit limitations imposed by the Internal Revenue Code (“IRC”). The ESOP BEP expense was
approximately $47,000, $24,000 and $34,000 for the years ended June 30, 2019, 2018 and 2017, respectively. The liability totaled
approximately $19,500 and $18,000 at June 30, 2019 and 2018, respectively.
Employees’ Savings and Profit Sharing Plan
The Bank sponsors the Employees' Savings and Profit Sharing Plan and Trust (the “Plan”), pursuant to Section 401(k) of the Internal
Revenue Code, for all eligible employees. Employees may elect to contribute up to 75% of their compensation subject to the
limitations imposed by the Internal Revenue Code. The Bank will contribute a matching contribution up to 3.5% of an eligible
employee’s salary deferral contribution, provided the eligible employee has contributed 6%. The Plan expense amounted to
approximately $1,047,000, $872,000 and $762,000 for the years ended June 30, 2019, 2018 and 2017, respectively.
Multi-Employer Retirement 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 001.
The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan under the
Employee Retirement Income Security Act of 1974 and the IRC. There are no collective bargaining agreements in place that require
contributions to the Pentegra DB Plan.
The Pentegra DB Plan is a single plan under Internal Revenue Code Section 413(c) and, as a result, all of the assets stand behind all of
the liabilities. Accordingly, under the Pentegra DB Plan contributions made by a participating employer may be used to provide
benefits to participants of other participating employers.
The Pentegra DB Plan is non-contributory and covers all eligible employees. In April 2007, the Board of Directors of the Bank
approved, effective July 1, 2007, freezing all future benefit accruals under the Pentegra DB Plan.
Funded status (market value of plan assets divided by funding target) of the Pentegra DB Plan based on valuation reports as of July 1,
2018 and 2017 was 107.73% and 104.23%, respectively. Total contributions, made to the Pentegra DB Plan, which include
contributions from all participating employers and not just the Company, as reported on Form 5500, were $164.6 million and $367.1
million for the plan years ended June 30, 2018 and June 30, 2017, respectively. The Bank’s contributions to the Pentegra DB Plan
were not more than 5% of the total contributions to the Pentegra DB Plan. During the years ended June 30, 2019, 2018 and 2017, the
total expense recorded for the Pentegra DB Plan was approximately $967,000, $1,115,000 and $1,235,000, respectively.
F-54
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
Atlas Bank Retirement Income Plan (“ABRIP”)
Through the merger with Atlas Bank, the Company acquired a non-contributory defined benefit pension plan covering all eligible
employees of Atlas Bank. Effective January 31, 2013, the ABRIP was frozen by Atlas Bank. All benefits for eligible participants
accrued in the ABRIP to the freeze date have been retained. The benefits are based on years of service and employee’s compensation.
The ABRIP is funded in conformity with funding requirements of applicable government regulations.
The following tables set forth the ABRIP’s funded status and net periodic benefit cost:
June 30,
2019
2018
(In Thousands)
Change in benefit obligation:
Projected benefit obligation - beginning
Interest cost
Actuarial (gain) loss
Benefit payments
Projected benefit obligation - ending
Change in plan assets:
Fair value of assets - beginning
Actual return on assets
Benefit payments
Fair value of assets - ending
Reconciliation of funded status:
Projected benefit obligation
Fair value of assets
Funded status included in other assets
Accumulated benefit obligation
Valuation assumptions
Discount rate
Salary increase rate
Net periodic benefit cost/(credit):
Interest cost
Expected return on assets
Amortization of net loss
Total benefit cost (credit)
Valuation assumptions
Discount rate
Long term rate of return on plan assets
$
$
$
$
$
$
$
$
2,716
108
(58)
(213)
2,553
$
3,440
$
(4)
(213)
3,223
$
2,896
109
(85)
(204)
2,716
3,692
(48)
(204)
3,440
(2,553) $
3,223
670
$
(2,716)
3,440
724
(2,553) $
(2,716)
3.75%
N/A
4.25%
N/A
2019
Years Ended June 30,
2018
(In Thousands)
2017
$
$
108
$
(112)
57
53
$
109
$
(120)
52
41
$
108
(248)
53
(87)
4.25%
3.50%
4.00%
3.50%
3.75%
7.00%
F-55
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
The Bank does not expect to contribute to the ABRIP in the year ending June 30, 2020.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
Years ending June 30:
2020
2021
2022
2023
2024
2025-2029
Benefit
Payments
(In Thousands)
$
142
142
142
140
138
679
At June 30, 2019 and 2018, unrecognized net loss of $837,000 and $836,000, respectively, was included in accumulated other
comprehensive income. For the fiscal year ending June 30, 2020, $4,240 of unrecognized net loss is expected to be recognized as a
component of net periodic benefit cost.
The assets of the ABRIP are invested in a Guaranteed Deposit Fund (“GDF”) with Prudential Financial, Inc. The GDF is a group
annuity fund invested in public and private-issue debt securities through various sub-accounts. The underlying assets are valued based
on quoted prices for similar assets with similar terms and other observable market data and have no redemption restrictions. The
investments in the plan were monitored to ensure that they complied with the investment policies set forth in the plan document. The
plan’s assets were reviewed periodically by management, which included an analysis of the asset allocation and the performance of
the GDF prepared by Prudential Financial, Inc.
The overall investment objective of the ABRIP is to ensure safety of principal and seek an attractive rate of return. The GDF utilizes a
full spectrum of fixed income asset classes to provide the opportunity to maximize portfolio returns and diversification. Such asset
classes are as follows:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
Private Placement Bonds
Commercial Mortgage Loans
Public Corporate Bonds
Residential Mortgage Securities
Public Asset Backed Securities
Commercial Mortgage-backed Securities
Private Securitized Investments
F-56
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
The fair values of the ABRIP’s assets at June 30, 2019 and 2018 by asset category (see Note 18 for the definitions of levels), are as
follows:
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
June 30, 2019
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Prudential Guaranteed Deposit Fund
$
- $
(In Thousands)
3,223 $
- $
3,223
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
June 30, 2018
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Prudential Guaranteed Deposit Fund
$
- $
(In Thousands)
3,440 $
- $
3,440
F-57
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
Benefit Equalization Plan (“BEP”)
The Bank has an unfunded non-qualified plan to compensate executive officers of the Bank who participate in the Bank’s qualified
defined benefit plan for certain benefits lost under such plans by reason of benefit limitations imposed by Sections 415 and 401 of the
IRC. There were approximately $235,000, $233,000 and $231,000 in contributions made to and benefits paid under the BEP during
each of the years ended June 30, 2019, 2018 and 2017, respectively.
The following tables set forth the BEP’s funded status and components of net periodic benefit cost:
Change in benefit obligation:
Projected benefit obligation - beginning
Interest cost
Actuarial loss/(gain)
Benefit payments
Projected benefit obligation - ending
Change in plan assets:
Fair value of assets - beginning
Contributions
Benefit payments
Fair value of assets - ending
Reconciliation of funded status:
Accumulated benefit obligation
Projected benefit obligation
Fair value of assets
Funded status included in other liabilities
Valuation assumptions
Discount rate
Salary increase rate
Net periodic benefit cost:
Interest cost
Amortization of net actuarial loss
Total expense
Valuation assumptions
Discount rate
Salary increase rate
$
$
$
$
$
$
$
June 30,
2019
2018
(In Thousands)
$
3,053
125
162
(235)
$
3,105
$
-
235
(235)
$
-
3,223
124
(61)
(233)
3,053
-
233
(233)
-
(3,105) $
(3,053)
(3,105) $
-
(3,105) $
(3,053)
-
(3,053)
3.75%
N/A
4.25%
N/A
2019
Years Ended June 30,
2018
(In Thousands)
2017
$
$
125
44
169
$
$
124
48
172
$
$
134
72
206
4.25%
N/A
4.00%
N/A
3.75%
N/A
F-58
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
It is estimated that contributions of approximately $234,000 will be made during the year ending June 30, 2020.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
Years ending June 30:
2020
2021
2022
2023
2024
2025-2029
Benefit
Payments
(In Thousands)
$
234
233
231
228
226
1,071
In April 2007, the Board of Directors of the Bank approved, effective July 1, 2007, freezing all future benefit accruals under the BEP
related to the Bank’s defined benefit pension plan.
At June 30, 2019 and 2018, unrecognized net loss of $987,000 and $868,000, respectively, was included in accumulated other
comprehensive income. For the fiscal year ending June 30, 2020, $56,000 of unrecognized net loss is expected to be recognized as a
component of net periodic benefit cost.
F-59
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
Postretirement Welfare Plan
The Bank has an unfunded postretirement group term life insurance plan covering all eligible employees. The benefits are based on
age and years of service. During the years ended June 30, 2019, 2018 and 2017, contributions and benefits paid totaled $6,000,
$7,000 and $7,000, respectively.
The following tables set forth the accrued accumulated postretirement benefit obligation and the net periodic benefit cost:
June 30,
2019
2018
(In Thousands)
Change in benefit obligation:
Projected benefit obligation - beginning
Service cost
Interest cost
Actuarial loss/(gain)
Premiums/claims paid
Projected benefit obligation - ending
Change in plan assets:
Fair value of assets - beginning
Contributions
Premiums/claims paid
Fair value of assets - ending
Reconciliation of funded status:
Projected benefit obligation
Fair value of assets
Funded status included in other liabilities
Valuation assumptions
Discount rate
Salary increase rate
Net periodic benefit cost:
Service cost
Interest cost
Amortization of net actuarial gain
Total expense (benefit)
Valuation assumptions
Discount rate
Salary increase rate
$
$
$
$
$
$
$
617
54
26
19
(6)
$
710
$
-
6
(6)
$
-
(710) $
-
(710) $
586
48
23
(33)
(7)
617
-
7
(7)
-
(617)
-
(617)
3.75%
3.25%
4.25%
3.25%
2019
Years Ended June 30,
2018
(In Thousands)
2017
$
$
$
54
26
(49)
$
31
$
48
23
(55)
$
16
31
21
(59)
(7)
4.25%
3.25%
4.00%
3.25%
3.75%
3.25%
F-60
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
It is estimated that contributions of approximately $30,000 will be made during the year ending June 30, 2020.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
Years ending June 30:
2020
2021
2022
2023
2024
2025-2029
Benefit
Payments
(In Thousands)
$
30
29
37
44
53
336
At June 30, 2019 and 2018, unrecognized net gain of $468,000 and $536,000, respectively, were included in accumulated other
comprehensive income. For the fiscal year ending June 30, 2020, $41,000 of unrecognized net gain is expected to be recognized as a
component of net periodic benefit cost.
F-61
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
Directors’ Consultation and Retirement Plan (“DCRP”)
The Bank has an unfunded retirement plan for non-employee directors. The benefits are payable based on term of service as a director.
During each of the years ended June 30, 2019, 2018 and 2017, contributions and benefits paid totaled $60,000, $60,000 and $60,000,
respectively.
The following table sets forth the DCRP’s funded status and components of net periodic cost:
June 30,
2019
2018
(In Thousands)
Change in benefit obligation:
Projected benefit obligation - beginning
Interest cost
Actuarial loss/(gain)
Benefit payments
Projected benefit obligation - ending
Change in plan assets:
Fair value of assets - beginning
Contributions
Benefit payments
Fair value of assets - ending
Reconciliation of funded status:
Accumulated benefit obligation
Projected benefit obligation
Fair value of assets
Funded status included in other liabilities
Valuation assumptions
Discount rate
Salary increase rate
Net periodic benefit cost:
Service cost
Interest cost
Amortization of net actuarial gain
Total expense (benefit)
Valuation assumptions
Discount rate
Salary increase rate
$
$
$
$
$
$
$
$
2,843
119
73
(60)
$
2,975
$
-
60
(60)
$
-
2,978
118
(193)
(60)
2,843
-
60
(60)
-
(2,975) $
(2,843)
(2,975) $
-
(2,975) $
(2,843)
-
(2,843)
3.75%
N/A
4.25%
N/A
2019
Years Ended June 30,
2018
(In Thousands)
2017
$
$
$
-
119
(9)
$
110
-
118
-
118
$
$
-
116
-
116
4.25%
N/A
4.00%
N/A
3.75%
N/A
It is estimated that contributions of approximately $84,000 will be made during the year ending June 30, 2020.
F-62
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
Years ending June 30:
2020
2021
2022
2023
2024
2028-2029
Benefit
Payments
(In Thousands)
$
84
47
73
128
146
1,069
In December 2015, the Board of Directors of the Bank approved freezing all future benefit accruals under the DCRP effective
December 31, 2015.
At June 30, 2019 and 2018, unrecognized net gain of $273,000 and $355,000, respectively, was included in accumulated other
comprehensive income. For the fiscal year ending June 30, 2020, no unrecognized net gain or net loss is expected to be recognized as
a component of net periodic benefit cost.
F-63
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
Stock Compensation Plans
At the Company’s 2016 Annual Meeting of Stockholder’s held on October 27, 2016, the stockholders approved the Kearny Financial
Corp. 2016 Equity Incentive Plan (“2016 Plan”) which provides for the grant of stock options and restricted stock awards. The 2016
Plan authorized up to 3,687,628 shares as stock option grants and 1,523,696 shares as restricted stock awards. On December 1, 2016,
the Company granted directors and certain officers a total of 3,290,000 stock options and awarded 1,387,390 shares of restricted stock
comprising 899,390 of service-based stock awards and 488,000 of performance-based stock awards.
At June 30, 2019, there were 418,628 shares remaining available for future stock option grants and 45,306 shares remaining available
for future restricted stock awards under the 2016 Plan.
Stock options granted under the 2016 Plan vest in equal installments over a five-year service period. Stock options were granted at an
exercise price equal to the fair value of the Company's common stock on the grant date based on the closing market price and have an
expiration period of 10 years.
The fair value of stock options granted as part of the 2016 Plan was estimated utilizing the Black-Scholes option pricing model using
the following assumptions for the periods presented below:
Weighted average risk-free interest rate
Expected dividend yield
Weighted average volatility factor of the expected
market price of the Company's stock
Weighted average expected life of the
options (in years)
Weighted average fair value of options granted
2019
2.09%
1.77%
14.03%
$
4.9
2.54
Years Ended June 30,
2018
-
-
2017
2.16%
0.75%
-
16.08%
-
- $
6.5
2.98
The weighted average expected life of the stock option represents the period of time that stock options are expected to be outstanding
and is estimated using historical data of stock option exercises and forfeitures. The risk-free interest rate is based on the U.S. Treasury
yield curve in effect at the time of grant. The expected volatility is based on the historical market price volatility of the Company's
stock. The expected dividend yield reflects the expected level of regular cash dividends declared and paid to shareholders, based on
the Company's dividend payout ratio of approximately 50% of net income, in relation to the market price of the Company's capital
stock at the time of grant. The Company recognizes compensation expense for the fair values of these awards, which have graded
vesting, on a straight-line basis over the requisite service period of the awards.
The Company applied ASC 718 “Compensation- Stock Compensation," ("ASC 718") and began to expense the fair value of all share-
based compensation granted over the requisite service periods.
The Company awarded 233,000 shares of restricted stock during the year ended June 30, 2019. There were no restricted stock awards
granted during the year ended June 30, 2018. The Company awarded 1,387,390 shares of restricted stock during the year ended June
30, 2017.
During the years ended June 30, 2019, 2018 and 2017, the Company recorded $6.1 million, $6.3 million and $3.9, million,
respectively, of share-based compensation expense, comprised of stock option expense of $2.0 million, $2.0 million and $1.3, million
respectively, and restricted stock expense of $4.1 million, $4.3 million and $2.6, million, respectively.
During the years ended June 30, 2019, 2018 and 2017, the income tax benefit attributed to non-qualified stock options expense was
approximately $453,000, $520,000 and 235,000, respectively, and attributed to restricted stock expense was approximately $1.5
million, $1.5 million and $1.1, million respectively.
F-64
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
The following is a summary of the Company's stock option activity and related information for its option plans for the year ended
June 30, 2019:
Outstanding at June 30, 2018
Granted
Exercised
Forfeited
Outstanding at June 30, 2019
Weighted
Average
Exercise
Price
Options
(In Thousands)
3,398 $
300
(48)
(202)
3,448 $
14.99
13.44
8.77
15.35
14.92
Weighted
Average
Remaining
Contractual
Term
8.2 years
9.4 years
4.0 years
Aggregate
Intrinsic
Value
(In Thousands)
795
$
7.5 years
$
540
497
Exercisable at June 30, 2019
1,423 $
14.76
7.1 years
$
The Company generally issues shares from authorized but unissued shares upon the exercise of vested options.
A total of 48,314 vested options, with an aggregate intrinsic value of $235,000, were exercised during the year ended June 30, 2019.
In fulfillment of these exercises, the Company issued 48,314 shares from authorized but unissued shares. A total of 9,565 vested
options, with an aggregate intrinsic value of $38,000, were exercised during the year ended June 30, 2018. In fulfillment of these
exercises, the Company issued 9,565 shares from authorized but unissued shares. A total of 62,216 vested options, with an aggregate
intrinsic value of $470,000, were exercised during the year ended June 30, 2017.
The cash proceeds from stock option exercises during the year ended June 30, 2019 totaled approximately $423,000. A portion of
such exercises represented disqualifying dispositions of incentive stock options for which the Company recognized $69,000 in income
tax benefit. The cash proceeds from stock option exercises during the year ended June 30, 2018 totaled approximately $102,000. A
portion of such exercises represented disqualifying dispositions of incentive stock options for which the Company recognized $13,000
in income tax benefit. The cash proceeds from stock option exercises during the year ended June 30, 2017 totaled approximately
$482,000. A portion of such exercises represented disqualifying dispositions of incentive stock options for which the Company
recognized $192,000 in income tax benefit.
Expected future compensation expense relating to the 2,025,423 non-vested options outstanding as of June 30, 2019 is $4.8 million
over a weighted average period of 4.5 years.
Restricted shares awarded under the 2016 Plan generally vest in equal installments over a five-year service period. In addition to the
requisite service period, the vesting of certain restricted shares awarded to management are also conditioned upon the achievement of
one or more objective performance factors established by the Compensation Committee of the Company's Board of Directors. In
accordance with the terms of the 2016 Plan, such factors may be based on the performance of the Company as a whole or on any one
or more business units of the Company or its subsidiaries. Performance factors may be measured relative to a peer group, an index or
certain financial targets established in the Company's strategic business plan and budget.
The vesting of the applicable performance-based restricted shares over the third year of the five-year service period was conditioned
upon the achievement of the Company's earning-based performance targets for the fiscal year ended June 30, 2019. Such performance
targets were established by the Board of Directors in the Company's strategic business plan and budget for that period. The Company
fully achieved the applicable performance targets for fiscal 2019 and therefore expects that all eligible performance-based restricted
shares will successfully vest over the third year of the five-year service period. For the fiscal year ended June 30, 2018, the Company
fully achieved the applicable performance targets and all eligible performance-based restricted shares successfully vested in the
second year of the five-year service period.
The performance factors and underlying cost basis of the performance-based restricted shares that are scheduled to vest over each of
the latter two years of the service period are generally expected to be determined annually concurrent with the anniversary date of the
original grants.
F-65
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 14 – Benefit Plans (continued)
For service based awards management recognizes compensation expense for the fair value of restricted shares on a straight-line basis
over the requisite service period. For performance vesting awards management recognizes compensation expense for the fair value of
restricted shares on a straight-line basis over the requisite service period; however, if the corporate performance goals to which the
vesting of such shares are tied are not achieved, recognized compensation expense is adjusted accordingly.
The following is a summary of the status of the Company's non-vested restricted share awards as of June 30, 2019 and changes during
the year ended June 30, 2019:
Vesting Contingent on Service
Conditions
Vesting Contingent on Performance
and Service Conditions
Weighted
Average
Grant Date
Fair Value
Restricted
Shares
(In Thousands)
Weighted
Average
Grant Date
Fair Value
Restricted
Shares
(In Thousands)
701 $
134
(184)
(41)
610 $
15.24
13.43
15.02
15.35
14.90
356 $
99
(89)
(41)
325 $
15.35
13.45
15.35
15.35
14.77
Non-vested at June 30, 2018
Granted
Vested
Forfeited
Non-vested at June 30, 2019
During the years ended June 30, 2019, 2018 and 2017, the total fair value of vested restricted shares were $4,128,492, $4,354,754 and
$208,000, respectively. Expected future compensation expense relating to the 935,244 non-vested restricted shares at June 30, 2019 is
$11.0 million over a weighted average period of 4.5 years.
F-66
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 15 – Stockholders’ Equity
Regulatory Capital
Federal banking regulators impose various restrictions or requirements on the ability of savings institutions to make capital
distributions, including cash dividends. A savings institution that is a subsidiary of a savings and loan holding company, such as the
Bank, must file an application or a notice with federal banking regulators at least 30 days before making a capital distribution. A
savings institution must file an application for prior approval of a capital distribution if: (i) it is not eligible for expedited treatment
under the applications processing rules of federal banking regulators; (ii) the total amount of all capital distributions, including the
proposed capital distribution, for the applicable calendar year would exceed an amount equal to the savings institution’s net income
for that year to date plus the institution’s retained net income for the preceding two years; (iii) it would not adequately be capitalized
after the capital distribution; or (iv) the distribution would violate an agreement with federal banking regulators or applicable
regulations. Federal banking regulators may disapprove a notice or deny an application for a capital distribution if: (i) the savings
institution would be undercapitalized following the capital distribution; (ii) the proposed capital distribution raises safety and
soundness concerns; or (iii) the capital distribution would violate a prohibition contained in any statute, regulation or agreement.
During the fiscal year ended June 30, 2019, applications for capital distributions from the Bank to the Company were approved by
federal banking regulators in the amount of $100.0 million and $130.0 million which was paid by the Bank to the Company in
September 2018 and March 2019, respectively. Also, during the fiscal year ended June 30, 2019, an application for quarterly capital
distributions from the Bank to the Company was approved by federal banking regulators. The amount of dividends payable is based
on 75 percent of quarterly net income of the Bank, during fiscal 2019. Dividends paid by the Bank to the Company, under this
agreement totaled $25.1 million for the quarters ended September 30, 2018, December 31, 2018 and March 31, 2019. The final
capital distribution under this agreement was based on the quarter ended June 30, 2019, and will be paid to the Company by the Bank
in fiscal 2020.
The Bank and consolidated Company are subject to various regulatory capital requirements administered by 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 and consolidated Company must meet
specific capital guidelines that involve quantitative measures of their respective assets, liabilities, and certain off-balance-sheet items
as calculated under regulatory accounting practices. The Bank’s and consolidated Company’s capital amounts and classification are
also subject to qualitative judgments by the regulators about components, risk weighting, and other factors.
The federal banking agencies have substantially amended the regulatory risk-based capital rules applicable to the Bank and
consolidated Company. The amendments implemented the “Basel III” regulatory capital reforms and changes required by the Dodd-
Frank Act. The new rules apply regulatory capital requirements to both the Bank and the consolidated Company. The amended rules
included new minimum risk-based capital and leverage ratios, which became effective in January 2015, with certain requirements to
be phased in beginning in 2016, and refined the definition of what constitutes “capital” for purposes of calculating those ratios.
The minimum capital level requirements applicable to both the Bank and the consolidated Company include: (i) a common equity Tier
1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4% for all
institutions. The previously amended rules also established a “capital conservation buffer” of 2.5% above the new regulatory
minimum capital ratios, and when fully phased in, would result in the following minimum ratios: (i) a common equity Tier 1 capital
ratio of 7.0%; (ii) a Tier 1 capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. The capital conservation buffer requirement
began phasing in at January 1, 2016 at 0.625% of risk-weighted assets and increased each calendar year until it was fully implemented
in at 2.5% on January 1, 2019. The capital conservation buffer effective for calendar 2018 is 1.25%. An institution will be subject to
limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the
buffer amount. These limitations will establish a maximum percentage of eligible retained income that could be utilized for such
actions.
F-67
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 15 – Stockholders’ Equity (continued)
As a result of the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies
are required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total
consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this
ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be
considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial
institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The
federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio at not less than 8% and not more
than 10% and have proposed 9% as the minimum capital level. A financial institution can elect to be subject to this new definition.
F-68
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 15 – Stockholders’ Equity (continued)
The following tables present information regarding the Bank’s regulatory capital levels at June 30, 2019 and 2018:
At June 30, 2019
Actual
For Capital
Adequacy Purposes
Amount
Ratio Amount
Ratio
(Dollars in Thousands)
To Be Well Capitalized
Under Prompt
Corrective Action
Provisions
Amount
Ratio
Total capital (to risk-weighted assets)
Tier 1 capital (to risk-weighted assets)
Common equity tier 1 capital (to risk-weighted assets)
Tier 1 capital (to adjusted total assets)
$787,219
753,945
753,945
753,945
19.50 %$322,974
18.68 % 242,231
18.68 % 181,673
11.78 % 256,116
8.00 %$403,718
6.00 % 322,974
4.50 % 262,417
4.00 % 320,145
10.00 %
8.00 %
6.50 %
5.00 %
At June 30, 2018
Actual
For Capital
Adequacy Purposes
Amount
Ratio Amount
Ratio
(Dollars in Thousands)
To Be Well Capitalized
Under Prompt
Corrective Action
Provisions
Amount
Ratio
Total capital (to risk-weighted assets)
Tier 1 capital (to risk-weighted assets)
Common equity tier 1 capital (to risk-weighted assets)
Tier 1 capital (to adjusted total assets)
$987,251
956,386
956,386
956,386
24.07 %$328,174
23.31 % 246,130
23.31 % 184,598
15.10 % 253,300
8.00 %$410,217
6.00 % 328,174
4.50 % 266,641
4.00 % 316,625
10.00 %
8.00 %
6.50 %
5.00 %
The following table presents information regarding the consolidated Company’s regulatory capital levels at June 30, 2019 and June
30, 2018:
Total capital (to risk-weighted assets)
Tier 1 capital (to risk-weighted assets)
Common equity tier 1 capital (to risk-weighted assets)
Tier 1 capital (to adjusted total assets)
Total capital (to risk-weighted assets)
Tier 1 capital (to risk-weighted assets)
Common equity tier 1 capital (to risk-weighted assets)
Tier 1 capital (to adjusted total assets)
Actual
Amount
$
941,319
908,045
908,045
908,045
At June 30, 2019
For Capital
Adequacy Purposes
Ratio
Amount
(Dollars in Thousands)
Ratio
23.22 % $
22.40 %
22.40 %
14.14 %
324,246
243,184
182,388
256,856
At June 30, 2018
8.00 %
6.00 %
4.50 %
4.00 %
Actual
Amount
For Capital
Adequacy Purposes
Ratio
Amount
(Dollars in Thousands)
Ratio
$ 1,062,398
1,031,533
1,031,533
1,031,533
25.80 % $
25.05 %
25.05 %
16.24 %
329,409
247,057
185,293
254,015
8.00 %
6.00 %
4.50 %
4.00 %
F-69
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 15 – Stockholders’ Equity (continued)
Based upon the most recent notification from the New Jersey Department of Banking and Insurance dated April 23, 2019 the Bank
was categorized as well capitalized as of December 31, 2018, under the regulatory framework for prompt corrective action. There are
no conditions existing or events which have occurred since notification that management believes have changed the Bank’s category.
Stock Repurchase Plans
During the year ended June 30, 2019, the Company repurchased 10,624,840 shares of its common stock. Of these shares repurchased,
7,543,097 shares were acquired and cancelled in conjunction with the Company’s third repurchase plan announced in April 2018
through which it originally authorized the repurchase of 10,238,557 shares, or 10% of the Company’s outstanding shares. Coupled
with the 2,695,460 shares previously repurchased during the fiscal year ended June 30, 2018, the shares associated with the third
program were repurchased at a total cost of $138.8 million and at an average cost of $13.55 per share.
The remaining 3,081,743 shares repurchased during fiscal 2019 were acquired and cancelled in conjunction with the Company’s
fourth share repurchase program announced in March 2019 through which it authorized the repurchase of 9,218,324 shares, or 10% of
the Company’s outstanding shares. Such shares were repurchased at a total cost of $41.3 million and at an average cost of $13.41 per
share.
During the year ended June 30, 2018, the Company repurchased 10,014,544 shares of its common stock. Of these shares repurchased,
7,319,084 shares were acquired and cancelled in conjunction with the Company’s second share repurchase plan announced in May
2017 through which it originally authorized the repurchase of 8,559,084 shares, or 10%, of the Company’s outstanding shares.
Coupled with the 1,240,000 shares previously repurchased during the fiscal year ended June 30, 2017, the shares associated with the
second program were repurchased at a total cost of $122.0 million and at an average cost of $14.25 per share.
The remaining 2,695,460 shares repurchased during fiscal 2018 were acquired and cancelled in conjunction with the Company’s third
share repurchase program announced in April 2018 through which it authorized the repurchase of 10,238,557 shares, or 10%, of the
Company’s outstanding shares. Such shares were repurchased at a total cost of $38.4 million and at an average cost of $14.23 per
share.
F-70
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 16 – Income Taxes
Retained earnings at June 30, 2019, includes approximately $36.9 million of bad debt allowance, pursuant to the IRC, for which
income taxes have not been provided. If such amount is used for purposes other than to absorb bad debts, including distributions in
liquidation, it will be subject to income tax at the then current rate.
The components of income taxes are as follows:
Current income tax expense:
Federal
State
Deferred income tax benefit:
Federal
State
Valuation allowance
2019
Years Ended June 30,
2018
(In Thousands)
2017
$
5,656 $
3,733
9,389
3,842
368
4,210
328
5,121 $
2,516
7,637
5,455
656
6,111
656
7,790
2,873
10,663
(1,363)
(480)
(1,843)
-
Total income tax expense
$
13,927 $
14,404 $
8,820
The following table presents a reconciliation between the reported income taxes for the periods presented and the income taxes which
would be computed by applying the federal income tax rates applicable to those periods. The federal income tax rate of 21%, was
applicable for the year ended June 30, 2019. The federal income tax rate of 28%, applicable for the year ended June 30, 2018, reflects
the transitional effect of a reduction in the Company’s federal income tax rate from 35%, applicable to the year ended June 30, 2017,
to 21%, applicable to the current year ended June 30, 2019.
Income before income taxes
Statutory federal tax rate
Federal income tax expense at statutory rate
(Reduction) increases in income taxes resulting from:
Tax exempt interest
State tax, net of federal tax effect
Incentive stock options compensation expense
Income from bank-owned life insurance
Disqualifying disposition on incentive stock
options
Non-deductible merger-related expenses
Impact of federal income tax reform
Other items, net
Valuation allowance
Total income tax expense
Effective income tax rate
2019
56,069
Years Ended June 30,
2018
(Dollars In Thousands)
$
34,000
$
21%
11,774
$
28%
9,520
$
(589)
3,510
88
(1,329)
(24)
-
-
169
13,599
328
(724)
2,256
142
(1,439)
(11)
557
2,924
523
13,748
656
2017
27,423
35%
9,598
(795)
1,555
124
(1,798)
(165)
-
-
301
8,820
-
$
13,927
24.84%
$
14,404
42.36%
8,820
32.16%
$
$
$
The effective income tax rate represents total income tax expense divided by income before income taxes.
F-71
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 16 – Income Taxes (continued)
The Company maintained a valuation allowance during the years ended June 30, 2019 and 2018 against a portion of the deferred tax
asset arising from the carryover associated with its charitable contribution to the KearnyBank Foundation made in conjunction with
the Company’s second step conversion and stock offering. The valuation allowance is attributable to a portion of the New Jersey state
charitable contribution carryover which has been deemed more likely than not to not be realizable due to a difference in the taxable net
income basis between the Company’s tax filing entities at the federal and state levels.
The Company maintained a valuation allowance during the year ended June 30, 2019, against a deferred tax asset arising from fair
value adjustments on investment securities acquired in the Clifton acquisition. The reversal of this deferred tax asset would result in
capital losses. The company has deemed it more likely than not that the Company will not generate capital gains in the carryover
period to offset the capital losses.
The tax effects of existing temporary differences that give rise to deferred income tax assets and liabilities are as follows:
Deferred income tax assets:
Purchase accounting
Accumulated other comprehensive income
Defined benefit plans
Unrealized loss on securities available for sale
Unrealized loss on securities available for sale
transferred to held to maturity
Allowance for loan losses
Benefit plans
Compensation
Stock-based compensation
Uncollected interest
Depreciation
Charitable contribution carryover
Net operating loss carryover
Capital loss carryforward
Other items
Valuation allowance
Deferred income tax liabilities:
Deferred loan fees and costs
Accumulated other comprehensive income
Derivatives
Unrealized gain on securities available for sale
Goodwill
Other items
June 30,
2019
2018
(In Thousands)
$
15,137 $
17,772
319
-
175
9,831
2,280
1,246
1,973
1,070
-
186
919
814
587
34,537
(1,258)
33,279
1,584
1,094
573
4,608
53
7,912
25,367 $
228
1,159
249
8,676
1,842
1,751
2,050
1,018
1,169
899
2,564
-
509
39,886
(791)
39,095
1,551
8,961
-
4,385
444
15,341
23,754
Net deferred income tax asset
$
The Company acquired Federal and state and local net operating loss ("NOL") carryforwards in the Clifton Acquisition. The
Company has an available Federal NOL carryforward of approximately $4.0 million which will begin to expire in the year ending
June 30, 2034. The Company has various state and local NOL carryforwards which will begin to expire in the year ending June 30,
2025.
The Company and its subsidiaries are subject to U.S. federal income tax, as well as income tax of the state of New Jersey and various
other states. The Company is generally no longer subject to examination by federal, state and local taxing authorities for tax years
prior to June 30, 2016.
F-72
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 17 – Commitments
The Bank has non-cancelable operating leases for branch offices. The following is a schedule by years of future minimum rental
payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of June 30,
2019:
Years ending June 30:
2020
2021
2022
2023
2024
Thereafter
Total minimum payments required
$
The following schedule shows the composition of total rental expense for all operating leases:
Operating Lease Payments
(In Thousands)
3,278
2,879
2,583
2,134
1,512
7,786
20,172
2019
June 30,
2018
(In Thousands)
2017
Minimum rentals
$
3,229 $
2,397 $
1,989
The Bank is a party to 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. The Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual
notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as
it does for on-balance-sheet instruments.
The outstanding loan commitments are as follows:
June 30, 2019
June 30, 2018
Fixed Rate
Variable Rate
Fixed Rate
Variable Rate
Loan commitments:
Real estate mortgage loans
Home equity loans
Commercial business loans
Construction loans in process
Consumer home equity and overdraft lines of credit
Commercial business lines of credit
Total loan commitments
$
$
19,280
268
-
-
6,731
286
26,565
$
$
(In Thousands)
507 $
695
6,967
3,842
35,525
36,007
83,543 $
24,165 $
726
1,582
-
6,297
811
33,581 $
115,275
997
-
9,935
36,377
28,087
190,671
In addition to the loan commitments noted above, at June 30, 2019, the Company’s pipeline of loans held for sale included $46.2
million of in-process loans whose terms included interest rate locks to borrowers that were paired with a best-efforts commitment to
sell the loan to a buyer at a fixed price within a predetermined timeframe after the sale commitment is established. The Company’s
pipeline of loans held for sale are considered free-standing derivative instruments whose fair values are not considered to be material
for financial statement reporting purposes.
F-73
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 17 – Commitments (continued)
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. Since
many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of
collateral obtained if deemed necessary by the Bank upon extension of credit is based on management’s credit evaluation of the
counterparty.
In addition to the commitments noted above, the Bank is party to standby letters of credit through which it guarantees certain specific
business obligations of its commercial customers. The balance of standby letters of credit at June 30, 2019 and 2018 were
approximately $612,000 and $912,000, respectively.
The Company and subsidiaries are also party to litigation which arises primarily in the ordinary course of business. In the opinion of
management, the ultimate disposition of such litigation should not have a material adverse effect on the consolidated financial position
of the Company.
Note 18 – Fair Value of Financial Instruments
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments”. This guidance amends existing guidance to improve
accounting standards for financial instruments including clarification and simplification of accounting and disclosure requirements and
the requirement for public business entities to use the exit price notion when measuring the fair value of financial instruments for
disclosure purposes. The Company adopted the guidance effective July 1, 2018. Upon adoption, the fair value of the Company’s loan
portfolio is now presented using an exit price method.
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There
are three levels of inputs that may be used to measure fair values:
Level 1:
Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as
of the measurement date.
Level 2:
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or
indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for
identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable
for the asset or liability or inputs that are derived principally from, or corroborated by, market data by correlation or
other means.
Level 3:
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities. Level 3 assets and liabilities 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.
Assets Measured on a Recurring Basis:
The following methods and significant assumptions were used to estimate the fair values of the Company’s assets measured at fair
value on a recurring basis at June 30, 2019 and June 30, 2018:
Investment Securities Available for Sale
The majority of the Company’s available for sale investment securities are reported at fair value utilizing Level 2 inputs. For these
securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider
observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade
execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things.
From time to time, the Company validates prices supplied by the independent pricing service by comparison to prices obtained from
third-party sources or derived using internal models.
F-74
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 18 – Fair Value of Financial Instruments (continued)
The Company held one trust preferred security whose fair value of $1.0 million at June 30, 2019 was determined using Level 3 inputs.
For the periods ended June 30, 2019 and June 30, 2018, management has been unable to obtain a market quote for this security.
Consequently, the security’s fair value as reported at June 30, 2019 and June 30, 2018, is based upon the present value of expected
future cash flows assuming the security continues to meet all of its payment obligations and utilizing a discount rate based upon the
security’s contractual interest rate.
Derivatives
The Company has contracted with a third party vendor to provide periodic valuations for its interest rate derivatives to determine the
fair value of its interest rate caps and swaps. The vendor utilizes standard valuation methodologies applicable to interest rate
derivatives such as discounted cash flow analysis and extensions of the Black-Scholes model. Such valuations are based upon readily
observable market data and are therefore considered Level 2 valuations by the Company.
Those assets and liabilities measured at fair value on a recurring basis are summarized below:
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
June 30, 2019
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(In Thousands)
- $
-
-
-
-
-
-
-
-
-
-
- $
-
3,678 $
26,951
179,313
208,611
122,024
2,756
543,333
21,390
44,303
104,237
169,930
713,263 $
3,856
- $
-
-
-
-
1,000
1,000
-
-
-
-
1,000 $
-
Total
3,678
26,951
179,313
208,611
122,024
3,756
544,333
21,390
44,303
104,237
169,930
714,263
3,856
- $
717,119 $
1,000 $
718,119
- $
- $
140 $
140 $
- $
- $
140
140
Assets:
Debt securities available for sale:
U.S. agency securities
Obligations of state and political subdivisions
Asset-backed securities
Collateralized loan obligations
Corporate bonds
Trust preferred securities
Total debt securities
Mortgage-backed securities available for sale:
Collateralized mortgage obligations
Residential pass-through securities
Commercial pass-through securities
Total mortgage-backed securities
Total securities available for sale
Interest rate swaps
Total assets
Liabilities:
Interest rate swaps
Total liabilities
$
$
$
$
$
F-75
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 18 – Fair Value of Financial Instruments (continued)
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
June 30, 2018
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(In Thousands)
$
- $
-
-
-
-
-
-
-
-
-
-
-
-
4,411 $
26,088
182,620
226,066
147,594
2,783
589,562
24,292
102,359
7,872
134,523
724,085
31,881
- $
-
-
-
-
1,000
1,000
-
-
-
-
1,000
-
Total
4,411
26,088
182,620
226,066
147,594
3,783
590,562
24,292
102,359
7,872
134,523
725,085
31,881
Assets:
Debt securities available for sale:
U.S. agency securities
Obligations of state and political subdivisions
Asset-backed securities
Collateralized loan obligations
Corporate bonds
Trust preferred securities
Total debt securities
Mortgage-backed securities available for sale:
Collateralized mortgage obligations
Residential pass-through securities
Commercial pass-through securities
Total mortgage-backed securities
Total securities available for sale
Interest rate swaps and caps
Total assets
$
- $
755,966 $
1,000 $
756,966
In addition to the financial instruments noted above, at June 30, 2019 and June 30, 2018, the Company’s pipeline of loans held for sale
included $46.2 million and $10.8 million, respectively, of in process loans whose terms included interest rate locks to borrowers that
were paired with a best-efforts commitment to sell the loan to a buyer at a fixed price within a predetermined timeframe after the sale
commitment is established. The Company’s pipeline of loans held for sale are considered free-standing derivative instruments, whose
fair values are not material to our financial condition or results of operations. Given their short-term nature of the commitments and
their immateriality to the statements of condition and operations, the Company assumes no change in the fair value of these derivative
instruments during their outstanding period.
Assets Measured on a Non-Recurring Basis:
The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a
non-recurring basis at June 30, 2019 and June 30, 2018:
Impaired Loans
An impaired loan is evaluated and valued at the time the loan is identified as impaired at the lower of cost or fair value. Loans for
which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan
agreement are considered impaired. Fair value is measured based on the value of the collateral securing the loan and is classified at a
Level 3 in the fair value hierarchy. Once a loan is identified as individually impaired, management measures impairment in
accordance with the FASB’s guidance on accounting by creditors for impairment of a loan with the fair value estimated using the fair
value of the collateral reduced by estimated disposal costs. Those impaired loans not requiring an allowance represent loans for which
the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. Impaired loans are reviewed
and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.
F-76
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 18 – Fair Value of Financial Instruments (continued)
Other Real Estate Owned
Other real estate owned is recorded at estimated fair value, less estimated selling costs when acquired, thus establishing a new cost
basis. Fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the
appraisers’ market knowledge and experience. When an asset is acquired, the excess of the loan balance over fair value, less
estimated selling costs, is charged to the allowance for loan losses. If further declines in the estimated fair value of the asset occur, a
write-down is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future
because of changes in economic conditions.
Those assets and liabilities measured at fair value on a non-recurring basis are summarized below:
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
June 30, 2019
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(In Thousands)
Total
-
-
-
-
$
$
- $
-
-
-
$
3,071 $
791
16
3,878 $
3,071
791
16
3,878
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
June 30, 2018
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(In Thousands)
Total
-
-
-
-
$
$
- $
-
-
-
$
3,562 $
794
113
4,469
$
3,562
794
113
4,469
$
$
$
$
Impaired loans:
Residential mortgage
Non-residential mortgage
Commercial business
Total
Impaired loans:
Residential mortgage
Non-residential mortgage
Commercial business
Total
F-77
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 18 – Fair Value of Financial Instruments (continued)
The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for
which the Company has utilized adjusted Level 3 inputs to determine fair value:
Fair
Value
(In Thousands)
Valuation
Techniques
June 30, 2019
Unobservable
Input
Range
Weighted
Average
Impaired loans:
Residential mortgage
$
Non-residential mortgage
Commercial business
3,071 Market valuation of
underlying collateral
791 Market valuation of
underlying collateral
16 Market valuation of
underlying collateral
(1) Adjustments to reflect current
(2)
6% - 8%
7.03%
conditions/selling costs
(1) Adjustments to reflect current
(2) 10% - 11%
10.08%
conditions/selling costs
(1) Adjustments to reflect current
(2)
9% - 10%
9.36%
conditions/selling costs
Total
$
3,878
Fair
Value
(In Thousands)
Valuation
Techniques
June 30, 2018
Unobservable
Input
Range
Weighted
Average
Impaired loans:
Residential mortgage
$
Non-residential mortgage
Commercial business
3,562 Market valuation of
underlying collateral
794 Market valuation of
underlying collateral
113 Market valuation of
underlying collateral
(1) Adjustments to reflect current
(2)
6% - 26%
12.34%
conditions/selling costs
(1) Adjustments to reflect current
(2) 14% - 15%
14.07%
conditions/selling costs
(1) Adjustments to reflect current
(2) 10% - 24%
14.54%
conditions/selling costs
Total
$
4,469
(1)
(2)
The fair value basis of impaired loans is generally determined based on an independent appraisal of the fair value of a loan’s underlying
collateral.
The fair value basis of impaired loans is adjusted to reflect management estimates of selling costs including, but not necessarily limited to, real
estate brokerage commissions and title transfer fees.
At June 30, 2019, impaired loans valued using Level 3 inputs comprised loans with principal balances totaling $3.9 million and
valuation allowances of $31,000 reflecting fair values of $3.9 million. By comparison, at June 30, 2018, impaired loans valued using
Level 3 inputs comprised loans with principal balances totaling $4.8 million and valuation allowances of $306,000 reflecting fair
values of $4.5 million.
Once a loan is foreclosed, the fair value of the other real estate owned continues to be evaluated based upon the fair value of the
repossessed real estate originally securing the loan. At June 30, 2019 and June 30, 2018, the Company held no other real estate owned
whose carrying value was written down utilizing Level 3 inputs.
F-78
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 18 – Fair Value of Financial Instruments (continued)
The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial
instruments as of June 30, 2019 and June 30, 2018:
June 30, 2019
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
(In Thousands)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Carrying
Amount
Fair
Value
$
$
Financial assets:
Cash and cash equivalents
Investment securities available for sale
Investment securities held to maturity
Loans held-for-sale
Net loans receivable
FHLB Stock
Interest receivable
Interest rate swaps
Financial liabilities:
Deposits
Borrowings
Interest payable on deposits
Interest payable on borrowings
Interest rate swaps
Financial assets:
Cash and cash equivalents
Investment securities available for sale
Investment securities held to maturity
Loans held-for-sale
Net loans receivable
FHLB Stock
Interest receivable
Interest rate swaps and caps
Financial liabilities:
Deposits
Borrowings
Interest payable on deposits
Interest payable on borrowings
38,935 $
- $
38,935 $
714,263
576,652
12,267
4,645,654
64,190
19,360
3,856
38,935 $
714,263
584,678
12,501
4,630,853
-
19,360
3,856
-
-
-
-
-
11
-
4,147,610
1,321,982
3,106
3,899
140
4,152,558
1,337,560
3,106
3,899
140
1,943,154
-
367
-
-
713,263
584,678
12,501
-
-
5,278
3,856
-
-
-
-
140
-
1,000
-
-
4,630,853
-
14,071
-
2,209,404
1,337,560
2,739
3,899
-
June 30, 2018
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
(In Thousands)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Carrying
Amount
Fair
Value
128,864 $
725,085
589,730
863
4,470,483
59,004
18,510
31,881
128,864 $
725,085
579,499
863
4,367,150
-
18,510
31,881
128,864 $
- $
-
-
-
-
-
32
724,085
579,499
863
-
-
5,252
31,881
-
1,000
-
-
4,367,150
-
13,226
4,073,604
1,198,646
675
2,427
4,055,543
1,199,601
675
2,427
2,056,966
-
469
-
-
-
-
-
1,998,577
1,199,601
206
2,427
F-79
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 18 – Fair Value of Financial Instruments (continued)
Commitments. The fair value of commitments to fund credit lines and originate or participate in loans held in portfolio or loans held
for sale is estimated using fees currently charged to enter into similar agreements taking into account the remaining terms of the
agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, including those relating to loans
held for sale that are considered derivative instruments for financial statement reporting purposes, the fair value also considers the
difference between current levels of interest and the committed rates. The carrying value, represented by the net deferred fee arising
from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the
commitment using fees currently charged to enter into similar agreements with similar credit risk, is not considered material for
disclosure.
Limitations. Fair value estimates are made at a specific point in time based on relevant market information and information about the
financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the
entire holdings of a particular financial instrument. Because no fair value exists for a significant portion of the financial instruments,
fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk
characteristics of various financial instruments and other factors. These estimates are subjective in nature, involve uncertainties and
matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the
estimates.
The fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to value anticipated
future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and
liabilities that are not considered financial assets and liabilities include premises and equipment, and advances from borrowers for
taxes and insurance. In addition, the ramifications related to the realization of the unrealized gains and losses can have a significant
effect on fair value estimates and have not been considered in any of the estimates.
Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation
techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial
instruments. This lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.
Note 19 – Comprehensive Income
The components of accumulated other comprehensive income included in stockholders’ equity are as follows:
Net unrealized gain (loss) on securities available for sale
$
Tax effect
Net of tax amount
Net unrealized loss on securities available for sale
transferred to held to maturity
Tax effect
Net of tax amount
Fair value adjustments on derivatives
Tax effect
Net of tax amount
Benefit plan adjustments
Tax effect
Net of tax amount
June 30,
2019
2018
(In Thousands)
1,975
(573)
1,402
$
(596)
175
(421)
3,716
(1,094)
2,622
(1,083)
319
(764)
(4,321)
1,159
(3,162)
(887)
249
(638)
31,881
(8,961)
22,920
(813)
228
(585)
Total accumulated other comprehensive income
$
2,839
$
18,535
F-80
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 19 – Comprehensive Income (continued)
Other comprehensive (loss) income and related tax effects are presented in the following table:
Net unrealized holding gain (loss) on
securities available for sale
Amortization of unrealized holding gain (loss) on
securities available for sale transferred to
held to maturity (1)
Net realized loss (gain) on securities available for sale (2)
2019
Years Ended June 30,
2018
(In Thousands)
2017
$
5,973 $
(1,919) $
1,923
291
323
222
(17)
(53)
402
Fair value adjustments on derivatives
(28,165)
25,560
27,637
Benefit plans:
Amortization of:
Actuarial loss (3)
Net actuarial (loss) gain
Net change in benefit plan accrued expense
Other comprehensive (loss) income before taxes
Tax effect
Total comprehensive (loss) income
43
(313)
(270)
45
205
250
(21,848)
6,152
(15,696) $
24,096
(7,986)
16,110 $
$
66
219
285
30,194
(12,363)
17,831
(1)
(2)
(3)
Represents amounts reclassified out of accumulated other comprehensive income and included in interest income on taxable securities.
Represents amounts reclassified out of accumulated other comprehensive income and included in gain on sale of securities on the consolidated
statements of income.
Represents amounts reclassified out of accumulated other comprehensive income and included in the computation of net periodic pension
expense. See Note 14 – Benefit Plans for additional information.
Note 20 – Revenue Recognition
Effective July 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments
to the ASU (collectively, "ASC 606”), which (i) creates a single framework for recognizing revenue from contracts with customers
that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such
as OREO. The majority of the Company’s revenues come from interest income and other sources, including loans, leases, securities,
and derivatives that are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented
within noninterest income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the
scope of ASC 606 include deposit service charges on deposits, interchange income, and the sale of OREO.
The Company, using a modified retrospective transition approach, determined that there was no cumulative effect adjustment to
retained earnings as a result of adopting the new standard, nor did the standard have a material impact on our consolidated financial
statements including the timing or amounts of revenue recognized.
F-81
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 20 – Revenue Recognition (continued)
All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within noninterest income.
The following table presents the Company’s sources of noninterest income for the year ended June 30, 2019. Sources of revenue
outside the scope of ASC 606 are noted as such.
Non-interest income:
Deposit-related fees and charges
Loan-related fees and charges (1)
Loss on sale and call of securities (1)
Gain on sale of loans (1)
(Loss) gain on sale and write down of other real estate owned
Income from bank owned life insurance (1)
Electronic banking fees and charges (interchange income)
Miscellaneous (1)
Total non-interest income
(1)
Not within the scope of ASC 606.
Year Ended June 30,
2019
(In Thousands)
$
$
1,536
3,909
(323)
580
(11)
6,339
1,050
475
13,555
A description of the Company’s revenue streams accounted for under ASC 606 is as follows:
Service Charges on Deposit Accounts
The Company earns fees from deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-
based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at
the time the transaction is executed at the point in the time the Company fulfills the customer’s request. Account maintenance fees,
which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the
Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service
charges on deposits are withdrawn from the customer’s account balance.
Gains/Losses on Sales of OREO
The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally
occurs at the time of an executed deed. Gain/Losses on the sales of OREO falls within the scope of ASC 606, if the Company finances
the transaction. Under ASC 606, if the Company finances the sale of OREO to the buyer, the Company is required to assess whether
the buyer is committed to perform their obligations under the contract and whether the collectability of the transaction price is
probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of
control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related
gain (loss) on sale if a significant financing component is present. Generally, the Company does not finance the sale of OREO
properties.
Interchange Income
The Company earns interchange fees from debit and credit card holder transactions conducted through various payment networks.
Interchange fees from cardholder transactions are recognized daily, concurrently with the transaction processing services provided by
an outsourced technology solution.
F-82
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 21 – Parent Only Financial Information
Kearny Financial Corp. operates its wholly owned subsidiary Kearny Bank and the Bank’s wholly-owned subsidiaries. The
consolidated earnings of the subsidiaries are recognized by the Company using the equity method of accounting. Accordingly, the
consolidated earnings of the subsidiaries are recorded as increases in the Company’s investment in the subsidiaries. The following are
the condensed financial statements for Kearny Financial Corp. (Parent Company only) as of June 30, 2019 and 2018, and for each of
the years in the three-year period ended June 30, 2019.
Condensed Statements of Financial Condition
Assets
Cash and amounts due from depository institutions
Investment securities held to maturity
Loans receivable
Investment in subsidiary
Other assets
Total Assets
Liabilities and Stockholders' Equity
Other liabilities
Stockholders' equity
Total Liabilities and Stockholders' Equity
June 30,
2019
June 30,
2018
(In Thousands)
$
106,625 $
15,000
33,307
973,059
114
$
1,128,105 $
25,933
15,000
34,903
1,193,601
85
1,269,522
946
1,127,159
1,128,105 $
774
1,268,748
1,269,522
$
Condensed Statements of Income and Comprehensive Income
Dividends from subsidiary
Interest income
Equity in undistributed (loss) earnings of subsidiaries
Total income
Directors' compensation
Other expenses
Total expense
Income before income taxes
Income tax expense
Net income
Comprehensive income
2019
Years Ended June 30,
2018
(In Thousands)
2017
$
255,117 $
2,162
(212,868)
44,411
340
1,922
2,262
42,149
7
$
$
42,142 $
26,446 $
- $
2,292
19,420
21,712
283
1,740
2,023
19,689
93
19,596 $
35,706 $
-
2,318
18,427
20,745
265
1,755
2,020
18,725
122
18,603
36,434
F-83
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 21 – Parent Only Financial Information (continued)
Condensed Statements of Cash Flows
Cash Flows from Operating Activities:
Net income
Adjustment to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiaries
Decrease (Increase) in other assets
Increase (decrease) in other liabilities
Net Cash Provided by Operating Activities
Cash Flows from Investing Activities:
Repayment of loan to ESOP
Purchase of subordinated debt security
Sale of investment securities available for sale
Net cash acquired in acquisition
Net Cash Provided by (Used In) Investing Activities
Cash Flows from Financing Activities:
Exercise of stock options
Cash dividends paid
Repurchase and cancellation of common stock of Kearny Financial Corp.
Cancellation of expired, ungranted shares issued for stock benefit plan
Cancellation of shares repurchased on vesting to pay taxes
Net Cash Used In Financing Activities
Net Increase (decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents - Beginning
Cash and Cash Equivalents - Ending
2019
Years Ended June 30,
2018
(In Thousands)
2017
$
42,142 $
19,596 $
18,603
212,868
1,116
(9)
256,117
(19,420)
27
761
964
1,596
-
-
-
1,596
1,545
-
3,738
14,297
19,580
(18,427)
(19)
352
509
1,496
(15,000)
-
-
(13,504)
423
(34,747)
(141,708)
-
(989)
(177,021)
80,692
25,933
106,625 $
102
(20,561)
(142,602)
-
(1,370)
(164,431)
(143,887)
169,820
25,933 $
482
(8,286)
(126,002)
183
-
(133,623)
(146,618)
316,438
169,820
$
F-84
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 22 – Net Income per Common Share (EPS)
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations:
Year Ended June 30, 2019
Net income
Basic earnings per share, income available
to common stockholders
Effect of dilutive securities:
Stock options
Net income
Basic earnings per share, income available
to common stockholders
Effect of dilutive securities:
Stock options
Income
(Numerator)
Shares
(Denominator)
(In Thousands, Except Per Share Data)
Per
Share
Amount
$
$
$
42,142
42,142
91,054 $
0.46
-
42,142
46
91,100 $
0.46
Year Ended June 30, 2018
Income
(Numerator)
Shares
(Denominator)
(In Thousands, Except Per Share Data)
Per
Share
Amount
$
$
$
19,596
19,596
82,587 $
0.24
-
19,596
56
82,643 $
0.24
Year Ended June 30, 2017
Income
(Numerator)
Shares
(Denominator)
(In Thousands, Except Per Share Data)
Per
Share
Amount
Net income
Basic earnings per share, income available
to common stockholders
Effect of dilutive securities:
Stock options
$
$
$
18,603
18,603
84,590 $
0.22
-
18,603
71
84,661 $
0.22
Stock options for 3,269,000, 3,170,000 and 1,919,168 shares of common stock were not considered in computing diluted earnings per
share at June 30, 2019, 2018 and 2017, respectively, because they were considered anti-dilutive.
F-85
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 23 – Quarterly Results of Operations (Unaudited)
The following is a condensed summary of quarterly results of operations for the years ended June 30, 2019 and 2018:
Interest income
Interest expense
Net interest income
Provision for loan losses
Net interest income after provision for
loan losses
Non-interest income
Non-interest expense
Income before Income Taxes
Income taxes
Net Income
Net income per common share:
Basic
Diluted
Weighted average number of common shares
outstanding
Basic
Diluted
First
Quarter
September 30
Year Ended June 30, 2019
Third
Second
Quarter
Quarter
December 31
March 31
(In Thousands, Except Per Share Data)
Fourth
Quarter
June 30
$
$
$
$
58,206 $
18,026
40,180
2,100
38,080
3,182
26,457
14,805
3,659
11,146 $
60,022 $
20,673
39,349
971
38,378
3,309
27,270
14,417
3,649
10,768 $
59,657 $
21,019
38,638
(179)
38,817
3,676
26,771
15,722
4,305
11,417 $
59,448
22,302
37,146
664
36,482
3,388
28,745
11,125
2,314
8,811
0.12 $
0.12 $
0.12
0.12
$
$
0.13 $
0.13 $
0.10
0.10
95,127
95,181
92,434
92,480
89,488
89,532
87,090
87,132
Dividends declared per common share
$
0.20 $
0.05 $
0.06 $
0.06
F-86
KEARNY FINANCIAL CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 23 – Quarterly Results of Operations (Unaudited) (continued)
Interest income
Interest expense
Net interest income
Provision for loan losses
Net interest income after provision for
loan losses
Non-interest income
Non-interest expense
Income before Income Taxes
Income taxes
Net Income
Net income per common share:
Basic
Diluted
Weighted average number of common shares
outstanding
Basic
Diluted
First
Quarter
September 30
Year Ended June 30, 2018
Third
Second
Quarter
Quarter
December 31
March 31
(In Thousands, Except Per Share Data)
Fourth
Quarter
June 30
$
$
$
$
37,592 $
10,782
26,810
630
26,180
3,094
21,286
7,988
2,756
5,232 $
38,032 $
11,197
26,835
936
25,899
3,263
22,764
6,398
5,129
1,269 $
38,545 $
11,488
27,057
423
26,634
3,548
22,543
7,639
2,262
5,377 $
57,262
16,671
40,591
717
39,874
3,358
31,257
11,975
4,257
7,718
0.07 $
0.07 $
0.02
0.02
$
$
0.07 $
0.07 $
0.08
0.08
79,649
79,708
77,174
77,239
75,492
75,539
98,046
98,100
Dividends declared per common share
$
0.15 $
0.03 $
0.03 $
0.04
F-87
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Dated: August 28, 2019
KEARNY FINANCIAL CORP.
By:
/s/ Craig L. Montanaro
Craig L. Montanaro
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirement of the Securities Exchange Act of 1934, this Report has been signed below by the following persons
on August 28, 2019 on behalf of the Registrant and in the capacities indicated.
/s/ Craig L. Montanaro
Craig L. Montanaro
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Keith Suchodolski
Keith Suchodolski
Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
/s/ Theodore J. Aanensen
Theodore J. Aanensen
Director
/s/ John N. Hopkins
John N. Hopkins
Director
/s/ John J. Mazur, Jr.
John J. Mazur, Jr.
Director
/s/ Matthew T. McClane
Matthew T. McClane
Director
/s/ Leopold W. Montanaro
Leopold W. Montanaro
Director
/s/ Charles J. Pivirotto
Charles J. Pivirotto
Director
/s/ Raymond E. Chandonnet
Raymond E. Chandonnet
Director
/s/ Catherine A. Lawton
Catherine A. Lawton
Director
/s/ Joseph P. Mazza
Joseph P. Mazza
Director
/s/ John F. McGovern
John F. McGovern
Director
/s/ Christopher Petermann
Christopher Petermann
Director
/s/ John F. Regan
John F. Regan
Director
[This page intentionally left blank.]
[This page intentionally left blank.]
Dear Fellow Shareholder of Kearny Financial Corp.,
• Tangible equity to tangible assets declined
Letter to Shareholders
Fiscal 2019 was another exciting year for the company on
many different fronts as our journey continued to focus on
the maturation and transformation of our culture and
business model. One very important part of this journey was
the successful integration of Clifton Savings Bank in October
of this fiscal year to the Bank’s core data processing platform,
as well as other client facing technologies marking our sixth
and largest integration to date. In furtherance of this theme,
our focus turned to the Bank’s retail branch network and the
launch of our new relationship-building and client experience
model. This model
includes internally-developed training
modules that provide our retail team with the support and
tools needed to deepen existing client relationships as well as
grow our client base. To support this transition, the Bank
expanded its consumer and business product suites to
include new offerings such as Positive Pay, CreditSense,
SecureAlerts, Virtual Vault, Kearny Bank Rewards, Kearny
Insured Liquidity Sweep, and the launch of a new business
intelligence platform designed to assist us to better
understand client data trends. While many of these
initiatives were launched towards the latter half of fiscal 2019,
we experienced some positive results as our core deposit mix
improved during the June quarter. Turning to our lending
operation, despite a challenging operating environment
characterized by intense competition for high quality loans
from banks, agencies, and other non-traditional
lenders,
elevated levels of prepayment activity, as well as a stubbornly
flat yield curve, the Kearny lending teams successfully
originated over $610 million in loans during fiscal 2019 which
was the third highest origination volume in company history.
Finally, while our loan mix did not change as much as we
expected in fiscal 2019, we are confident that a greater
diversification will occur in this next fiscal year.
From a financial perspective, the Company achieved record
earnings in fiscal 2019 of $42.1 million, or $0.46 per share, an
increase of $22.5 million or 115% compared to net income of
$19.6 million, or $0.24 per share for fiscal 2018. Below you
will find some additional milestones that we achieved along
with other important financial performance metrics.
• Return on average assets increased to .63%
from .37% in fiscal 2018.
• Return on average tangible equity increased to
4.30% from 2.08% in fiscal 2018.
• Non-interest expense to average assets declined to
1.64% from 1.86% in fiscal 2018.
• Non-performing assets increased to .31%
from .27% in fiscal 2018.
• Completed third share repurchase plan of
10,238,557 shares, or 10% of the Company’s
outstanding shares.
• Announced fourth share repurchase plan of
9,218,324 shares, or 10% of the Company’s
outstanding shares. As of June 30, 2019, the
Company repurchased 2,393,626 shares, or
26%
of this plan.
• Dividends per common share increased by $.12,
or 48% in fiscal 2019.
to 14.19% from 16.53% in fiscal 2018.
• During fiscal 2019, returned over $175 million in
capital to shareholders through dividends and
share repurchases.
As we look to the future, our management team remains
focused on a variety of important strategic opportunities for
this coming fiscal year and beyond. As noted in previous
shareholder letters, we recognize the importance of investing
in the buildout of the Bank’s digital channels and we plan to
accelerate this transformational process in this fiscal year.
The journey along this road will take a number of years as it
touches every business line and operating department
throughout the bank. The goal of this strategy is to ensure
that both retail and business clients can transact business
seamlessly through an omni-channel experience much like
our larger competitors while still receiving that personal
touch they have always enjoyed from us. The launch of our
new corporate website and online account opening platform
this fall will mark the beginning of this acceleration. Some
other areas of focus related to this journey include the
implementation of a new loan origination system for our
commercial lending team and further work with our current
residential loan origination system to drive pull-through rates
and turnaround times for our mortgage banking and
residential portfolio lending teams.
In the area of BSA/AML,
the implementation of a new cloud-based fraud detection
BSA/AML compliance management platform utilizing the
latest advances in artificial
intelligence technology is
scheduled for completion by mid fiscal 2020. Additionally,
this journey includes partnering and investing in select
Fintech companies that provide innovative technologies in
the areas of new products, services, as well as workflow
solutions not currently being provided by our current core
technology stack. We believe that these investments are
critical to further growth and diversification of our business
model ultimately resulting in improved productivity,
efficiency, and better profitability.
For over 135 years, Kearny Bank has grown and prospered
from the original four convenient offices to the forty-eight
that now service communities throughout New York and New
Jersey.
It is from this rich history that we continue to believe
that the future remains bright and that our journey has many
more miles to go. I would like to take this opportunity to
personally thank my fellow directors for their unwavering
support and advice. On behalf of the Board, I wish to thank
all of the employees and senior management team for their
vision, dedication, and passion for helping our clients achieve
their financial goals “For Today and For Tomorrow”. Lastly, I
would like to thank you, our shareholders, for your continued
support. Please know that we deeply appreciate and value
your longstanding commitment to the company.
Sincerely,
Craig L. Montanaro
President & CEO
Kearny Financial Corp.
Kearny Bank
Board of Directors
Craig L. Montanaro
President/
Chief Executive Officer
John J. Mazur, Jr.
Chairman
Theodore J. Aanensen
Director
Raymond E. Chandonnet
Director
John N. Hopkins
Director
Matthew T. McClane
Director
Charles J. Pivirotto
Director
John F. McGovern
Director
John F. Regan
Director
Catherine A. Lawton
Director
Dr. Joseph P. Mazza
Director
Leopold W. Montanaro
Director
Christopher Petermann
Director
Kearny Bank Officers
Craig L. Montanaro*
Jeffrey Apostolou
Sr. Vice President/
President/
Director of Residential Lending
Chief Executive Officer
Gail Corrigan*
Eric B. Heyer*
Sr. Vice President/
Sr. Executive Vice President/
Corporate Secretary
Chief Operating Officer
Keith Suchodolski*
Executive Vice President/
Chief Financial Officer
Linda D. Hanlon
Sr. Vice President/Retail
Administrative Leader
James J. Kreig
Sr. Vice President/
General Counsel
Cheryl L. Lyons
Sr. Vice President/
Operations/Assistant
Secretary
Loan
Anthony V. Bilotta, Jr.
Executive Vice President/
Chief Banking Officer
Thomas D. DeMedici*
Executive Vice President/
Chief Credit Officer
John V. Dunne*
Executive Vice President/
Chief Risk Officer
Patrick M. Joyce*
Executive Vice President/
Chief Lending Officer
Erika K. Parisi*
Executive Vice President/
Chief Administrative Officer
Timothy Swansson*
Executive Vice President/Chief
Technology and Innovation
Officer
Frank Milley
Sr. Vice President/Chief
Investment Officer/Treasurer
Mary E. Webb
Sr. Vice President/
Director of Banking Services
Jack D. Anastasi
1st Vice President/Gov’t.
Banking and Small Business
Banking Leader
Andrew Antanaitis
1st Vice President/
Special Assets Manager
Lynn Carnevale
1st Vice President/
Assistant Secretary
Johanna Maggiore
1st Vice President/
Loan Originations
Suzanne Marcialis
1st Vice President/
Controller
Heather Moskal
1st Vice President/Retail
Sales and Development Leader
Lisa Pontrelli
1st Vice President/
Assistant Secretary
Veronica Ross
1st Vice President/
Treasury Management Leader
Janine M. Specht
1st Vice President/
Business Application and
Innovation Officer
Nancy L. Malinconico
Sr. Vice President/
Chief Compliance and CRA Officer
Grace Cruz-Beyer
1st Vice President/
Portfolio Risk Manager
Kimberly T. Manfredo
Sr. Vice President/Director
of HR/Assistant Secretary
Thomas A. McGurk
Sr. Vice President/Director
of Financial Reporting
Robert L. Melchionne
Sr. Vice President/Director
of C&I Lending
Carmine J. DiSomma
1st Vice President/Director
of Internal Auditing
Jennifer Treshock
1st Vice President/
Operations
Jennifer Hawley
1st Vice President/Assistant
Retail Admin. Officer
Eric L. Kesselman
1st Vice President/
Director of Marketing
*Kearny Financial
Corp. Officer
Shareholder Information
Annual Meeting
The annual meeting is scheduled for Thursday, October 24, 2019
at 10:00 a.m., at the DoubleTree by Hilton - Fairfield Hotel &
Suites, located at 690 Route 46 East, Fairfield, NJ 07004.
Auditor
Crowe LLP
354 Eisenhower Parkway, Suite 2050
Livingston, NJ 07039
Stock Listing
The common stock is traded over-the-counter on the NASDAQ
Global Select Market under the ticker symbol KRNY. Stock
quotations can be found in the Wall Street Journal and local daily
newspapers. As of August 26, 2019, the closing price of the KRNY
common stock was $12.61.
Shareholder Inquiries:
Taryn Rockwell
Investor Relations Associate
(973) 244-4503
trockwell@kearnybank.com
Capital Market Inquiries:
Keith Suchodolski
Executive Vice President/CFO
(973) 244-4034
ksuchodolski@kearnybank.com
Legal Counsel
Luse Gorman, PC
Transfer Agent
Computershare
P.O. Box 505000
Louisville, KY 40233
1-877-373-6374
Number of Shares Outstanding
As of August 26, 2019 Kearny Financial Corp.
had 87,598,704 shares of common stock
outstanding, owned by 4,384 registered
holders plus approximately 7,872 beneficial
(street name) owners.