| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective
of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes
included in Part I “Item 1, Financial Statements,” of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2020. Certain statements herein are forward-looking statements within the meaning of
Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the U.S. Securities Act of 1933, as amended that reflect our current views with respect to future events and financial performance.
Forward-looking statements typically include words such as “anticipate,” “believe,” “estimate,” “expect,” “project,” “plan,” “forecast,” “intend,” and other similar expressions. These forward-looking statements are subject to risks and
uncertainties, which could cause actual future results to differ materially from historical results or from those anticipated or implied by such statements. Readers should not place undue reliance on these forward-looking statements, which speak
only as of their dates or, if no date is provided, then as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to
the extent required by law.
Critical Accounting Policies and Estimates
Our significant accounting policies, which are essential to understanding MD&A, are described in the “Notes to Consolidated Financial Statements” and in the “Critical Accounting Policies”
section of MD&A in our Annual Report on Form 10-K for the year ended December 31, 2020.
As a result of the Company’s acquisition of CFBanc Corporation on April 1, 2021, the accounting policy related to business combinations has been added to our critical accounting policies during the six months ended
June 30, 2021. See Note 1 - Basis of Financial Statement Presentation in the accompanying Notes to Unaudited Consolidated Financial Statements contained in Item 1. Consolidated Financial Statements (Unaudited).
COVID-19 Pandemic Impact
The Company continues to monitor the impact of the lingering COVID-19 pandemic on its operations. To date, the Bank has not implemented layoffs or furloughs of any employees because of the pandemic.
Although the Bank developed plans and policies for providing financial relief to borrowers that may experience difficulties in meeting the terms of their loans, as of June 30, 2021, none of its borrowers had requested
loan modifications and the Bank had no delinquencies related to COVID-19.
As of June 30, 2021, the Company participated in the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) by way of its merger with CFBanc Corporation. The Bank originated $26.4 million in PPP
loans during the three months ended June 30, 2021.
Overview
Broadway Financial Corporation (the “Company”) merged with CFBanc Corporation (“CFBanc”) on April 1, 2021, with Broadway Financial Corporation continuing as the surviving entity (the “CFBanc
Merger”). Immediately following the CFBanc Merger, Broadway Federal Bank, f.s.b. merged with and into City First Bank of D.C, National Association with City First Bank of D.C., National Association continuing as the surviving entity (which
concurrently changed its name to City First Bank, National Association). The results for the three months ended June 30, 2021 reflect the contribution of the consolidated operations of CFBanc Corporation. Accordingly, results for the second
quarter include the operations of Broadway Financial Corporation and its subsidiary, City First Bank, National Association (the “Bank”), whereas results for the first quarter of 2021 and the first half of 2020 include the results of Broadway
Financial Corporation and its former subsidiary, Broadway Federal Bank, f.s.b., which was merged into City First Bank of D.C., National Association on April 1, 2021 and the resultant bank was renamed City First Bank, National Association.
Total assets increased by $557.6 million to $1.041 billion at June 30, 2021 from $483.4 million at December 31, 2020. The increase in total assets was primarily due to the merger, which increased
total assets by $501.2 million for the period. The increase in total assets was also the result of loan originations of $89.1 million for the six months ended June 30, 2021.
Total liabilities increased by $463.0 million to $897.5 million at June 30, 2021 from $434.5 million at December 31, 2020. The increase in total liabilities primarily consisted of the assumption of
$353.7 million of deposits, $3.2 million of FHLB advances, and $73.9 million of other borrowings in the CFBanc Merger.
We recorded net income of $701 thousand and a net loss of $2.8 million for the three and six months ended June 30, 2021, respectively, compared to net income of $216 thousand and $183 thousand for
the three and six months ended June 30, 2020, respectively.
Our net income increased by $485 thousand during the three months ended June 30, 2021 compared to the three months ended June 30, 2020 primarily due to an increase of $2.7 million, or 89.4%, in net
interest income after loan loss provision, and a grant award of $1.8 million from the U.S. Department of the Treasury’s Community Development Financial Institution (“CDFI”) Fund. Results for the quarter were negatively impacted by an increase in
non-interest expenses as a result of the merger, and an effective tax rate of 71.3%, which reflected changes in assumptions for the Company’s estimated annualized tax expense and an increase of $370 thousand in the valuation allowance on the
Company’s deferred tax assets. The issuance of 18,474,000 shares of common stock in the private placements that closed a few days after the Merger triggered a limitation on the use of the Company’s deferred tax assets. As previously disclosed in
the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), the Company raised $32.9 million in gross proceeds from the sale of common stock in the private placements in the three months ended June 30, 2021. Net proceeds
after expenses were $30.8 million.
For the six months ended June 30, 2021, the Company reported a net loss of $2.8 million compared to net income of $183 thousand for the six months ended June 30, 2020. Merger-related costs of $5.6 million were
recorded during the six months ended June 30, which significantly impacted the results for the period. However, during the six months ended June 30, 2021, net interest income increased by $2.7 million, and a gain of $1.8 million was recognized from
the grant from the CDFI Fund discussed above. These increases were offset by an increase in non-interest expenses of $7.5 million, which included the merger-related costs discussed above and the inclusion of the non-interest expenses of CFBanc
after the merger date.
Results of Operations
Net Interest Income
Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2021
Net interest income before loan loss provisions for the three months ended June 30, 2021 totaled $5.8 million, compared to $3.0 million for the three months ended June 30, 2020. The increase
primarily resulted from an increase in interest income of $2.3 million during the three months ended June 30, 2021 due to the higher interest income and fees on loans receivable of $1.9 million and interest on investment securities of $375
thousand. These increases were primarily the result of the CFBanc Merger. Total interest expense decreased during the period by $474 thousand to $1.1 million for the three months ended June 30, 2021, compared to $1.5 million for the three months
ended June 30, 2020. The decrease was largely due to the decrease in interest expense on interest bearing deposits, which decreased by $490 thousand compared to the same period in the prior year as a result of a reduction in the rates offered on
deposit accounts during the period. The cost of interest bearing deposits for the three months ended June 30, 2021, was 0.30% compared to 1.17% for the three months ended June 30, 2020. The net interest margin for the three months ended June 30,
2021 was 2.33%, compared to 2.43% for the three months ended June 30, 2020, a change of 10 basis points.
Interest income and fees on loans receivable increased by $1.9 million to $6.3 million for the three months ended June 30, 2021, from $4.4 million for the three months ended June 30, 2020 due to an
increase of $166.6 million in the average balance of loans receivable, which increased interest income by $1.7 million. The average yield on loans also increased by 13 basis points from the three months ended June 30, 2020 to the three months ended
June 30, 2021, which increased interest income by $159 thousand.
Interest income on securities increased by $375 thousand for the three months ended June 30, 2021 compared to the three months ended June 30, 2020. The increase in interest income on securities was
the result of an increase in the average balance of securities of $148.2 million due to the addition of the securities in the CFBanc Merger. The higher average balance of securities increased interest income by $430 thousand. This increase was
partially offset by the effects of a decrease of 138 basis points in the average interest rate earned on securities, which decreased interest income by $55 thousand.
Other interest income increased by $70 thousand for the three months ended June 30, 2021 compared to the three months ended June 30, 2020. The increase was primarily due to an increase in the average balance of
interest earnings cash deposits of $186.6 million, which resulted in an increase of $79 thousand in other interest income. Other interest income was also positively impacted by an increase in the yield of FRB and FHLB stock, which increased to
7.14% for the three months ended June 30, 2021 compared to 3.18% for the three months ended June 30, 2020, resulting in an increase in other interest income of $40 thousand. Offsetting these increases was a reduction in the yield earned on interest
earning deposits of 33 basis points, from 0.46% for the three months ended June 30, 2020, to 0.13% for the three months ended June 30, 2021. This decrease resulted in a reduction of other interest income of $54 thousand.
Interest expense on deposits decreased by $490 thousand for the three months ended June 30, 2021, compared to the three months ended June 30, 2020. The decrease was attributable to a decrease of 87 basis points in
the average rate paid on deposits, which caused interest expense on deposits to decrease by $797 thousand. This decrease was partially offset by the effects of an increase of $306.1 million in the average balance of deposits, primarily because of
the merger, which increased interest expense by $307 thousand.
Interest expense on borrowings increased by $16 thousand for the three months ended June 30, 2021, compared to the three months ended June 30, 2020 primarily due to an increase in average short term borrowings
(securities sold under agreements to repurchase) of $60.1 million and a long term borrowing of $14 million that were assumed in the Merger at an average rate of 0.09%.
Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020
For the six months ended June 30, 2021, net interest income before provisions increased by $2.7 million to $8.7 million compared to $5.9 million for the six months ended June 30, 2020. The increase in net interest
income during the six months ended June 30, 2021 primarily resulted from an increase in interest income of $1.5 million due to higher interest income on loans receivable due to loans added in the CFBanc Merger. The increase in net interest income
was also the result of a decrease in total interest expense of $1.2 million due to a reduction in rates paid on interest bearing liabilities from 1.46% for the six months ended June 30, 2020, to 0.64% for the six months ended June 30, 2021.
Interest income and fees on loans receivable increased by $1.2 million during the six months ended June 30, 2021 compared to the six months ended June 30, 2020 due to an increase of $50.9 million in the average balance
of loans receivable, primarily resulting from the Merger, which increased interest income by over $1.0 million, and an increase of 5 basis points in the average loan yield, due to a higher average yield on the loan portfolio acquired from City
First Bank in the Merger, which increased interest income by $116 thousand.
Interest income on securities increased by $361 thousand for the six months ended June 30, 2021, compared to the six months ended June 30, 2020. The increase in interest income on securities primarily resulted from
an increase of $73.8 million in the average balance of securities because of the merger, which increased interest income by $469 thousand, partially offset by a decrease of 135 basis points in the average interest yield earned on investment
securities, which decreased interest income by $108 thousand.
Other interest income increased $5 thousand during the six months ended June 30, 2021 compared to the six months ended June 30, 2020. The Company recorded higher interest income on regulatory stock
during the six months ended June 30, 2021, primarily due to interest earned on FRB and FHLB stock acquired from the CFBanc Merger during the period, which combined with interest on Broadway Federal Bank’s holdings of FHLB stock, increased interest
income by $32 thousand. This increase was partially offset by a decrease of $27 thousand in interest income generated on interest-earning cash in other banks for the six months ended June 30, 2021 compared to the six months ended June 30, 2020.
The decrease was primarily due to a decrease of 65 basis points in the average rate earned on interest-earning cash, which more than offset the positive effects of an increase of $128.4 million in the average balance of interest-earning cash
because of the merger.
During the six months ended June 30, 2021, interest expense on deposits decreased by $1.2 million due to a decrease of 90 basis points in the average cost of deposits, which decreased interest
expense by $1.3 million, partially offset by the effects of an increase of $155.2 million in the average balance of deposits, largely because of the deposits assumed in the merger, which increased interest expense by $145 thousand.
During the six months ended June 30, 2021, interest expense on borrowings decreased by $53 thousand, compared to the first half of 2020. The lower interest expense on borrowings during the first
half of 2021 reflected a reduction in the average balance of FHLB advances of $2.8 million, which reduced interest expense by $27 thousand, as well as a reduction in the interest rate paid on subordinated debt of 116 basis points, which reduced
interest expense by $21 thousand. These decreases were offset by an increase in interest expense on other borrowings assumed in the merger with CFBanc of $16 thousand, although the rate paid on these borrowings was only 0.09%.
The net interest margin decreased by 10 basis points to 2.35% for the six months ended June 30, 2021 from 2.45% for the same period in 2020.
The following tables set forth the average balances, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. The yields
set forth below include the effect of deferred loan fees, and discounts and premiums that are amortized or accreted to interest income or expense. We do not accrue interest on loans on non-accrual status, but the balance of these loans is included
in the total average balance of loans receivable, which has the effect of reducing average loan yields.
| |
|
For the three months ended
|
|
| |
|
June 30, 2021
|
|
|
June 30, 2020
|
|
|
(Dollars in Thousands)
|
|
Average Balance
|
|
|
Interest
|
|
|
Average
Yield/
Cost
|
|
|
Average Balance
|
|
|
Interest
|
|
|
Average
Yield/
Cost
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning deposits
|
|
$
|
227,043
|
|
|
$
|
71
|
|
|
|
0.13
|
%
|
|
$
|
40,416
|
|
|
$
|
46
|
|
|
|
0.46
|
%
|
|
Securities
|
|
|
158,608
|
|
|
|
440
|
|
|
|
1.11
|
%
|
|
|
10,431
|
|
|
|
65
|
|
|
|
2.49
|
%
|
|
Loans receivable (1)
|
|
|
611,092
|
|
|
|
6,300
|
|
|
|
4.12
|
%
|
|
|
444,530
|
|
|
|
4,429
|
|
|
|
3.99
|
%
|
|
FRB and FHLB stock
|
|
|
4,087
|
|
|
|
73
|
|
|
|
7.14
|
%
|
|
|
3,518
|
|
|
|
28
|
|
|
|
3.18
|
%
|
|
Total interest-earning assets
|
|
|
1,000,830
|
|
|
$
|
6,884
|
|
|
|
2.75
|
%
|
|
|
498,895
|
|
|
$
|
4,568
|
|
|
|
3.66
|
%
|
|
Non-interest-earning assets
|
|
|
33,296
|
|
|
|
|
|
|
|
|
|
|
|
10,466
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,034,126
|
|
|
|
|
|
|
|
|
|
|
$
|
509,361
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market deposits
|
|
$
|
178,819
|
|
|
$
|
223
|
|
|
|
0.50
|
%
|
|
$
|
46,364
|
|
|
$
|
112
|
|
|
|
0.97
|
%
|
|
Passbook deposits
|
|
|
69,401
|
|
|
|
57
|
|
|
|
0.33
|
%
|
|
|
53,167
|
|
|
|
81
|
|
|
|
0.61
|
%
|
|
NOW and other demand deposits
|
|
|
190,734
|
|
|
|
40
|
|
|
|
0.08
|
%
|
|
|
54,362
|
|
|
|
3
|
|
|
|
0.02
|
%
|
|
Certificate accounts
|
|
|
198,403
|
|
|
|
157
|
|
|
|
0.32
|
%
|
|
|
177,392
|
|
|
|
771
|
|
|
|
1.74
|
%
|
|
Total deposits
|
|
|
637,357
|
|
|
|
477
|
|
|
|
0.30
|
%
|
|
|
331,285
|
|
|
|
967
|
|
|
|
1.17
|
%
|
|
FHLB advances
|
|
|
111,120
|
|
|
|
549
|
|
|
|
1.98
|
%
|
|
|
119,315
|
|
|
|
536
|
|
|
|
1.80
|
%
|
|
Junior subordinated debentures
|
|
|
3,144
|
|
|
|
21
|
|
|
|
2.67
|
%
|
|
|
4,038
|
|
|
|
34
|
|
|
|
3.37
|
%
|
|
Other borrowings
|
|
|
74,136
|
|
|
|
16
|
|
|
|
0.09
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Total interest-bearing liabilities
|
|
|
825,757
|
|
|
$
|
1,063
|
|
|
|
0.51
|
%
|
|
|
454,638
|
|
|
$
|
1,537
|
|
|
|
1.35
|
%
|
|
Non-interest-bearing liabilities
|
|
|
66,279
|
|
|
|
|
|
|
|
|
|
|
|
5,523
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
142,090
|
|
|
|
|
|
|
|
|
|
|
|
49,200
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
1,034,126
|
|
|
|
|
|
|
|
|
|
|
$
|
509,361
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread (2)
|
|
|
|
|
|
$
|
5,821
|
|
|
|
2.24
|
%
|
|
|
|
|
|
$
|
3,031
|
|
|
|
2.31
|
%
|
|
Net interest rate margin (3)
|
|
|
|
|
|
|
|
|
|
|
2.33
|
%
|
|
|
|
|
|
|
|
|
|
|
2.43
|
%
|
|
Ratio of interest-earning assets to interest-bearing liabilities
|
|
|
|
|
|
|
|
121.20
|
%
|
|
|
|
|
|
|
|
|
|
|
109.73
|
%
|
| (1) |
Amount is net of deferred loan fees, loan discounts and loans in process, and includes deferred origination costs and loan premiums.
|
| (2) |
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
|
| (3) |
Net interest rate margin represents net interest income as a percentage of average interest-earning assets.
|
| |
|
For the six months ended
|
|
| |
|
June 30, 2021
|
|
|
June 30, 2020
|
|
|
(Dollars in Thousands)
|
|
Average Balance
|
|
|
Interest
|
|
|
Average
Yield/
Cost
|
|
|
Average Balance
|
|
|
Interest
|
|
|
Average
Yield/
Cost
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning deposits
|
|
$
|
162,630
|
|
|
$
|
106
|
|
|
|
0.13
|
%
|
|
$
|
34,250
|
|
|
$
|
133
|
|
|
|
0.78
|
%
|
|
Securities
|
|
|
84,509
|
|
|
|
496
|
|
|
|
1.17
|
%
|
|
|
10,689
|
|
|
|
135
|
|
|
|
2.53
|
%
|
|
Loans receivable (1)
|
|
|
486,317
|
|
|
|
9,944
|
|
|
|
4.09
|
%
|
|
|
435,388
|
|
|
|
8,788
|
|
|
|
4.04
|
%
|
|
FHLB stock
|
|
|
3,759
|
|
|
|
115
|
|
|
|
6.12
|
%
|
|
|
3,320
|
|
|
|
83
|
|
|
|
5.00
|
%
|
|
Total interest-earning assets
|
|
|
737,215
|
|
|
$
|
10,661
|
|
|
|
2.89
|
%
|
|
|
483,647
|
|
|
$
|
9,139
|
|
|
|
3.78
|
%
|
|
Non-interest-earning assets
|
|
|
22,425
|
|
|
|
|
|
|
|
|
|
|
|
10,464
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
759,640
|
|
|
|
|
|
|
|
|
|
|
$
|
494,111
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market deposits
|
|
$
|
127,807
|
|
|
$
|
304
|
|
|
|
0.48
|
%
|
|
$
|
42,130
|
|
|
$
|
217
|
|
|
|
1.03
|
%
|
|
Passbook deposits
|
|
|
66,800
|
|
|
|
114
|
|
|
|
0.34
|
%
|
|
|
50,936
|
|
|
|
169
|
|
|
|
0.66
|
%
|
|
NOW and other demand deposits
|
|
|
122,712
|
|
|
|
47
|
|
|
|
0.08
|
%
|
|
|
48,545
|
|
|
|
6
|
|
|
|
0.02
|
%
|
|
Certificate accounts
|
|
|
159,572
|
|
|
|
395
|
|
|
|
0.50
|
%
|
|
|
180,106
|
|
|
|
1,630
|
|
|
|
1.81
|
%
|
|
Total deposits
|
|
|
476,891
|
|
|
|
860
|
|
|
|
0.36
|
%
|
|
|
321,717
|
|
|
|
2,022
|
|
|
|
1.26
|
%
|
|
FHLB advances
|
|
|
110,803
|
|
|
|
1,076
|
|
|
|
1.94
|
%
|
|
|
113,595
|
|
|
|
1,108
|
|
|
|
1.95
|
%
|
|
Junior subordinated debentures
|
|
|
3,209
|
|
|
|
43
|
|
|
|
2.68
|
%
|
|
|
4,164
|
|
|
|
80
|
|
|
|
3.84
|
%
|
|
Other borrowings
|
|
|
37,068
|
|
|
|
16
|
|
|
|
0.09
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Total interest-bearing liabilities
|
|
|
627,971
|
|
|
$
|
1,995
|
|
|
|
0.64
|
%
|
|
|
439,476
|
|
|
$
|
3,210
|
|
|
|
1.46
|
%
|
|
Non-interest-bearing liabilities
|
|
|
36,030
|
|
|
|
|
|
|
|
|
|
|
|
5,574
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
95,639
|
|
|
|
|
|
|
|
|
|
|
|
49,061
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
759,640
|
|
|
|
|
|
|
|
|
|
|
$
|
494,111
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread (2)
|
|
|
|
|
|
$
|
8,666
|
|
|
|
2.26
|
%
|
|
|
|
|
|
$
|
5,929
|
|
|
|
2.32
|
%
|
|
Net interest rate margin (3)
|
|
|
|
|
|
|
|
|
|
|
2.35
|
%
|
|
|
|
|
|
|
|
|
|
|
2.45
|
%
|
|
Ratio of interest-earning assets to interest-bearing liabilities
|
|
|
|
|
|
|
|
117.40
|
%
|
|
|
|
|
|
|
|
|
|
|
110.05
|
%
|
| (1) |
Amount is net of deferred loan fees, loan discounts and loans in process, and includes deferred origination costs and loan premiums.
|
(2) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
| (3) |
Net interest rate margin represents net interest income as a percentage of average interest-earning assets.
|
Loan loss provision
The Company recorded a loan loss provision of $81 thousand for the three months ended June 30, 2021. No loan loss provision was recorded during the first quarter of 2021, so the loan loss provision
for the six months ended June 30, 2021, was also $81 thousand. The provision recorded for the three months ended June 30, 2021, was the result of growth in the loan portfolio. There were no loan charge-offs recorded during the six months ended June
30, 2021.
The Bank did not record a loan loss provision or recapture during the three months ended June 30, 2020 and recorded a loan loss provision of $29 thousand during the six months ended June 30, 2020.
During the three months ended June 30, 2020 the Bank recorded additional provisions to increase the Allowance for Loan and Lease Losses (“ALLL”) for economic uncertainties related to the COVID-19 Pandemic. During the three months ended June 30,
2020, the Bank maintained its ALLL at $3.2 million, after adjusting for a loan loss recovery of $4 thousand, despite a net decrease of $6.9 million in the loans held for investment portfolio during the three months ended June 30, 2020. No loan
charge-offs were recorded during the three months or the six months ended June 30, 2020.
Non-interest Income
Non-interest income for the three months ended June 30, 2021 totaled $2.2 million compared to $242 thousand for the three months ended June 30, 2020. Non-interest income increased by $2.0 million
primarily due to a grant of $1.8 million from the CDFI Fund during the second quarter. The Bank fulfilled the requirements to receive the award during the second quarter. Other income during the three months ended June 30, 2021 included $154
thousand in management fees related to New Market Tax Credit projects managed by City First Bank in Washington, D.C. No gain on sale of loans was recorded during the three months and six months ended June 30, 2021 compared to gains of $116
thousand recorded during the three months ended June 30, 2020.
For the six months ended June 30, 2021, non-interest income totaled $2.3 million compared to $439 thousand for the same period in the prior year. The increase of $1.9 million in non-interest income
was primarily due to the grant of $1.8 million received from the CDFI Fund during the three months ended June 30, 2021.
Non-interest Expense
Non-interest expense for the three months ended June 30, 2021 totaled $5.4 million, compared to $3.4 million for the three months ended June 30, 2020. The increase of $2.0 million in non-interest
expense during the three months ended June 30, 2021 compared to the same quarter of 2020 was primarily due to the inclusion of the non-interest expenses for the merged Bank, which included increases of $836 thousand in compensation and benefits
expense, $345 thousand in information services expense, $307 thousand in occupancy expense, $93 thousand in loan related expenses, and $82 thousand in supervisory costs. In addition, non-interest expense for the three months ended June 30, 2021
included $207 thousand in Merger-related costs and $131 thousand in amortization of the core deposit intangible that was recorded in connection with the Merger.
For the six months ended June 30, 2021, non-interest expense totaled $14.0 million, compared to $6.6 million for the same period in the prior year. The increase of $7.4 million in non-interest
expense was primarily due to merger-related expenses of $5.6 million in 2021, as well as the inclusion of the non-interest expenses of the acquired operations of the Bank.
Income Taxes
Income tax expense or benefit is computed by applying the statutory federal income tax rate of 21%. State taxes are recorded at the State of California tax rate and apportioned based on an
allocation schedule to reflect that a portion of the Company’s operations are conducted in the Washington, D.C. area. The Company recorded income tax expense of $1.8 million during the second quarter, representing an effective rate of 71.3%, and a
benefit of $348 thousand during the six months ended June 30, 2021. The high effective income tax for the second quarter reflects changes in the assumptions used to estimate the Company’s annual income tax expense. Income tax expense for the
three months and six months ended June 30, 2021 also includes an increase of $370 thousand in the valuation allowance on the Company’s deferred tax assets to record an allowance against net operating loss carryforwards for the State of California,
net of federal tax benefit. This change in the valuation allowance was required because shares of common stock issued in the private placements that closed a few days after the merger triggered a limitation on the use of the deferred tax assets.
The Company recorded income tax benefits of $345 thousand and $395 thousand for the three and six months ended June 30, 2020, respectively. The income tax benefit during the three months and six months ended June 30,
2020 was primarily due to a tax adjustment of $273 thousand upon the resolution of an outstanding audit issue with the California Franchise Tax Board for tax years 2009 to 2013. In addition, the Company recorded low-income housing tax credits of
$29 thousand and $58 thousand during the three months and six months ended June 30, 2020, respectively.
Financial Condition
Total Assets
Total assets increased by $557.6 million to $1.041 billion at June 30, 2021 from $483.4 million at December 31, 2020. The increase in total assets was primarily due to the addition of assets in the
CFBanc Merger, which increased total assets by $501.2 million on the merger date.
Securities Available-For-Sale
Securities available-for-sale totaled $158.8 million at June 30, 2021, compared with $10.7 million at December 31, 2020. The $148.1 million of increase in securities available-for-sale during the
six months ended June 30, 2021 was primarily due to the addition of $150.0 million of securities as a result of the CFBanc Merger, as well as additional purchases of securities of $4.1 million. These increases were partially offset by net
amortizations and paydowns of mortgage-backed securities of $6.5 million.
Allowance for Loan Losses
As a smaller reporting company as defined by the SEC, the Company is not required to adopt the current expected credit losses (“CECL”) accounting standard until 2023; consequently, the Bank’s ALLL
is based on probable incurred losses at the date of the consolidated balance sheet, rather than projections of future economic conditions over the life of the loans. In determining the adequacy of the ALLL within the context of the current
uncertainties posed by the COVID-19 Pandemic, management has considered the historical and current performance of the Company’s portfolio, as well as various measures of the quality and safety of the portfolio, such as debt servicing and
loan-to-value ratios. Management is continuing to monitor the loan portfolio and regularly communicating with borrowers to determine the continuing adequacy of the ALLL.
We record a provision for loan losses as a charge to earnings when necessary in order to maintain the ALLL at a level sufficient, in management’s judgment, to absorb probable incurred losses in the
loan portfolio. At least quarterly we conduct an assessment of the overall quality of the loan portfolio and general economic trends in the local market. The determination of the appropriate level for the allowance is based on that review,
considering such factors as historical loss experience for each type of loan, the size and composition of our loan portfolio, the levels and composition of our loan delinquencies, non-performing loans and net loan charge-offs, the value of
underlying collateral on problem loans, regulatory policies, general economic conditions, and other factors related to the collectability of loans in the portfolio.
The ALLL was $3.3 million or 0.53% of gross loans held for investment at June 30, 2021, compared to $3.2 million, or 0.88% of gross loans held for investment, at December 31, 2020. The decrease in
the ALLL as a percentage of gross loans is because there is no ALLL associated with the loans acquired in the merger. The increase in balance of the ALLL during the six months ended June 30, 2021 was the result of additional loan loss provisions
due to loan growth during the period.
As of June 30, 2021, loan delinquencies totaled $1.9 million, compared to $0 at December 31, 2020. None of these loans were greater than 90 days delinquent. The increase in delinquencies was due to
commercial real loans and commercial loans acquired in the merger.
Non-performing loans (“NPLs”) consist of delinquent loans that are 90 days or more past due and other loans, including troubled debt restructurings that do not qualify for accrual status. At June
30, 2021, NPLs totaled $735 thousand, compared to $787 thousand at December 31, 2020. The decrease of $50 thousand in NPLs was due to repayments.
In connection with our review of the adequacy of our ALLL, we track the amount and percentage of our NPLs that are paying currently, but nonetheless must be classified as NPL for reasons unrelated
to payments, such as lack of current financial information and an insufficient period of satisfactory performance. As of June 30, 2021, all our non-performing loans were current in their payments. Also, in determining the ALLL, we considered the
ratio of the ALLL to NPLs, which was 448.4% at June 30, 2021 compared to 408.5% at December 31, 2020.
When reviewing the adequacy of the ALLL, we also consider the impact of charge-offs, including the changes and trends in loan charge-offs. There have been no loan charge-offs since 2015. In
determining charge-offs, we update our estimates of collateral values on NPLs by obtaining new appraisals at least every twelve months. If the estimated fair value of the loan collateral less estimated selling costs is less than the recorded
investment in the loan, a charge-off for the difference is recorded to reduce the loan to its estimated fair value, less estimated selling costs. Therefore, certain losses inherent in our total NPLs are recognized periodically through
charge-offs. The impact of updating these estimates of collateral value and recognizing any required charge-offs is to increase charge-offs and reduce the ALLL required on these loans.
There were no recoveries or charge-offs recorded during the first half of 2021 and $4 thousand in recoveries were recorded during the first half of 2020.
Impaired loans at June 30, 2021 were $4.1 million, compared to $4.7 million at December 31, 2020. The decrease of $657 thousand in impaired loans was primarily due to the payoff of a $30 thousand
commercial loan and loan repayments. Specific reserves for impaired loans were $45 thousand, or 1.10% of the aggregate impaired loan amount at June 30, 2021, compared to $141 thousand, or 2.98% at December 31, 2020.
On March 27, 2020, the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) was signed into law by Congress. The CARES Act provides financial institutions, under specific circumstances,
the opportunity to temporarily suspend certain requirements under generally accepted accounting principles related to Troubled Debt Restructurings (“TDR’s”) for a limited period of time to account for the effects of COVID-19. In March 2020, a
joint statement was issued by federal and state regulatory agencies, after consultation with the FASB, to clarify that short-term loan modifications, such as payment deferrals, fee waivers, extensions of repayment terms or other insignificant
payment delays, are not TDRs if made on a good-faith basis in response to COVID-19 to borrowers who were current prior to any relief. Under this guidance, six months or less is provided as an example of short-term, and current is defined as less
than 30 days past due at the time the modification program is implemented. The guidance also provides that these modified loans generally will not be classified as non-accrual loans during the term of the modification.
The Bank has implemented a loan modification program for the effects of COVID-19 on its borrowers. At the date of this filing, two borrowers have requested loan modifications. Both borrowers were
current at the time modification program was implemented. To date, no modifications have been granted.
We believe that the ALLL is adequate to cover probable incurred losses in the loan portfolio as of June 30, 2021, but because of the current uncertainties posed by the COVID-19 Pandemic, there can
be no assurance that actual losses will not exceed the estimated amounts. In addition, the OCC and the Federal Deposit Insurance Corporation (“FDIC”) periodically review the ALLL as an integral part of their examination process. These agencies
may require an increase in the ALLL based on their judgments of the information available to them at the time of their examinations.
Office Properties and Equipment
Net office properties and equipment increased by $6.6 million to $9.2 million at June 30, 2021 from $2.5 million as of December 31, 2020. The large increase was due to the result of the merger, as
CFBanc owned the land and building that in which it operates its headquarters and branch. Office properties and equipment, net increased by $7.0 million as of the date of the merger.
Goodwill and Intangible Assets
As a result of the merger, the Company recorded $26.0 million of goodwill and $3.3 million of core deposit intangible assets. Goodwill and intangible assets acquired in a purchase business
combination and that are determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exist that indicate the necessity for such impairment tests to be
performed.
The core deposit intangible asset is amortized on an accelerated basis reflecting the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. The estimated
life of the core deposit intangible is approximately 10 years. During the six months ended June 30, 2021, the Company recorded $131 thousand of amortization expense related to the core deposit intangible.
No impairment charges were recorded during 2021 for goodwill or the core deposit intangible.
Total Liabilities
Total liabilities increased by $463.0 million to $897.5 million at June 30, 2021 from $434.5 million at December 31, 2020. The increase in total liabilities was largely the result of the
liabilities assumed in the CFB merger, and was primarily comprised of an increase of $ 389.4 million in deposits and $84.7 million of other borrowings, offset by reductions of $14.5 million in FHLB advances during the period.
Deposits
Deposits increased to $705.0 million at June 30, 2021 from $315.6 million at December 31, 2020, due to deposits of $353.7 million that were assumed in the Merger and additional growth in deposits of
$39.0 million since the Merger, primarily in money market and demand deposit accounts.
Single customer relationships accounted for approximately 9% and 13% of our deposits at June 30, 2021 and December 31, 2020, respectively. We expect to maintain this relationship with these customers for the
foreseeable future.
Borrowings
Total borrowings increased by $69.7 million to $183.5 million at June 30, 2021 from $113.8 million at December 31, 2020. The increase consisted of the addition of $73.9 million of other borrowings
at the merger date, which further increased to $84.7 million as of June 30, 2021. This increase was offset by reductions in FHLB advances of $14.5 million and in our junior subordinated floating rate debentures of $510 thousand.
The Bank enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Bank may transfer legal control
over the assets but still retain effective control through an agreement that both entitles and obligates the Bank to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e.,
secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Banks’s consolidated balance sheets, while the securities underlying the repurchase
agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. The securities that have been pledged as
collateral include $17.6 million of U.S. Government Agency securities, $47.2 million of mortgage-backed securities, and $6.5 million of collateralized mortgage obligations as of June 30, 2021. The weighted average rate paid on repurchase
agreements was 0.10% for the three months ended June 30, 2021.
The weighted average interest rate on the FHLB Advances was 1.95% at June 30, 2021, compared with 1.94% at December 31, 2020. The weighted average interest rate on the
subordinated floating rate debentures decreased to 2.69% at June 30, 2021 from 2.77% at December 31, 2020, primarily due to decreases in LIBOR.
Stockholders’ Equity
Stockholders’ equity was $143.5 million, or 13.8% of the Company’s total assets, at June 30, 2021, compared to $48.9 million, or 10.1% of the Company’s total assets at December 31, 2020. The
Company issued $63.3 million in common stock at a price per share of $2.49 and $3.0 million in preferred stock in connection with the merger. In addition, the Company raised $30.9 million in net proceeds from the sale of common stock in private
placements immediately following the merger on April 6, 2021.
The Company’s book value was $1.96 per share at June 30, 2021, and its tangible book value was $1.55 per share as of June 30, 2021 after adjusting for goodwill of $26.0 million and the net
unamortized core deposit intangible of $3.2 million, which were both originally recorded in connection with the merger. The Company’s tangible book value per share was $1.74 per share as of December 31, 2021.
A capital contribution of $20 million was made to the Bank from the Company during the three months ended June 30, 2021. The Bank (City First Bank, N.A.) elected to adopt the Community Bank
Leverage Ratio (“CBLR”) as of April 1, 2020 as reflected in its June 30, 2020 Call Report. The Bank’s CBLR was 10.10% at June 30, 2021.
Prior to Merger, the Company’s former subsidiary, Broadway Federal Bank, f.s.b., did not elect to adopt the CBLR and reported a Total Capital ratio of 20.20% and a Leverage ratio of 9.54% at
December 31, 2020.
Liquidity
The objective of liquidity management is to ensure that we have the continuing ability to fund operations and meet our obligations on a timely and cost-effective basis. The Bank’s sources of funds
include deposits, advances from the FHLB, other borrowings, proceeds from the sale of loans and investment securities, and payments of principal and interest on loans and investment securities. The Bank is currently approved by the FHLB to borrow
up to 25% of total assets to the extent the Bank provides qualifying collateral and holds sufficient FHLB stock. This approved limit and collateral requirement would have permitted the Bank to borrow an additional $24.6 million at June 30, 2021.
In addition, the Bank has additional lines of credit of $11 million with other financial institutions.
The Bank’s primary uses of funds include withdrawals of and interest payments on deposits, originations of loans, purchases of investment securities, and the payment of operating expenses. Also, when the Bank has
more funds than required for reserve requirements or short-term liquidity needs, the Bank invests in federal funds with the Federal Reserve Bank or in money market accounts with other financial institutions. The Bank’s liquid assets at June 30,
2021 consisted of $210.4 million in cash and cash equivalents and $68.4 million in securities available-for-sale that were not pledged, compared to $96.1 million in cash and cash equivalents and $10.7 million in securities available-for-sale that
were not pledged at December 31, 2020. The increases were due to assets acquired in the CFBanc Merger. Currently, we believe that the Bank has sufficient liquidity to support growth over the foreseeable future.
The Company’s liquidity, separate from the Bank, is based primarily on the proceeds from financing transactions, such as the private placements completed in August 2013, October 2014, December 2016, and April 2021
and dividends received from the Bank in 2021 and 2020. The Bank is currently under no prohibition to pay dividends, but is subject to restrictions as to the amount of the dividends based on normal regulatory guidelines.
The Company recorded consolidated net cash outflows from operating activities of $2.6 million during the six months ended June 30, 2021, compared to consolidated net cash outflows from operating activities of $49.2
million during the six months ended June 30, 2020. Net cash outflows from operating activities during the six months ended June 30, 2021 were primarily attributable to the Company’s net loss, whereas net cash outflows from operating activities for
the six months ended June 30, 2020 were primarily due to originations of loans receivable held for sale of $110.9 million, offset primarily by proceeds from sales of loans receivable held for sale of $61.0 million.
The Company recorded consolidated net cash inflows from investing activities of $58.4 million during the six months ended June 30, 2021, compared to consolidated net cash inflows of $23.4 million during the six
months ended June 30, 2020. Net cash inflows from investing activities during the six months ended June 30, 2021 were primarily due to net cash acquired in the merger with City First Bank N.A. of $84.7 million, offset by cash used to fund new
loans receivable held for investment of $29.7 million. In comparison, cash inflows from investing activities million during the six months ended June 30, 2020 were primarily due to principal payments on loans receivable held for investment
The Company recorded consolidated net cash inflows from financing activities of $58.5 million during the six months ended June 30, 2021, compared to consolidated net cash inflows from financing activities of $50.0
million during the six months ended June 30, 2020. Net cash inflows from financing activities during the six months ended June 30, 2021 were primarily attributable to a net increase in deposits of $35.9 million and proceeds from the sale of stock
of $30.8 million, and $10.6 million in additional securities sold under agreements to repurchase, offset by a net decrease of $17.5 million in FHLB advances. During the six months ended June 30, 2020, net cash inflows from financing activities were
primarily due to a net increase in deposits of $18.1 million and net proceeds from FHLB advances of $32.5 million.
Capital Resources and Regulatory Capital
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain
mandatory and possible additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital
amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. As of June 30, 2021 and December 31, 2020, the Bank exceeded all capital adequacy requirements to which it
is subject and meets the qualifications to be considered “well capitalized.” As of April 1, 2020, the Bank elected to follow the Community Bank Leverage Ratio guidelines. (See Note 12 – Regulatory Matters.)
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Not Applicable
| ITEM 4. |
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives of ensuring that information we are required to disclose in the reports we file or
submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed,
summarized, and reported within the time periods specified in the SEC’s rules and forms. There is no assurance that our disclosure controls and procedures will operate effectively under all circumstances. An evaluation of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures was performed under the supervision of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) as of June 30, 2021. Based on that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2021.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2021, that
have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except as noted below.
During the three months ended June 30, 2021, we completed the CFBanc Merger. (See Note 2 - Business Combination.) We are currently integrating CFBanc into our operations and internal control
processes. As we complete this integration, we are analyzing, evaluating, and where necessary, making changes in control and procedures related to the CFBanc business, which we expect to complete within one year after the date of acquisition.
Pursuant to the SEC’s guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our internal controls over financial
reporting at December 31, 2021 may exclude CFBanc to the extent that they are not yet integrated into our internal controls environment.
Inherent Limitations on Effectiveness of Controls
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures
will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions, and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no
evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
PART II. OTHER INFORMATION
| Item 1. |
LEGAL PROCEEDINGS
|
None
Not Applicable
| Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
None
| Item 3. |
DEFAULTS UPON SENIOR SECURITIES
|
None
| Item 4. |
MINE SAFETY DISCLOSURES
|
Not Applicable
| Item 5. |
OTHER INFORMATION
|
On August 12, 2020, the Board of Directors of the Company approved an amendment and restatement of the Bylaws of the Company to, among other things, conform
the deadlines for stockholder director nominations and new business proposals under the Bylaws, such that both are due in writing to the Corporate Secretary not less than 90 days nor more than 120 days in advance of the anniversary of the previous
year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary date, the stockholder notice must be received by the Corporate Secretary not later than 90 days
prior to the annual meeting or, if later, 10 days following the day on which public disclosure of the date of the annual meeting is first made by the Company.
|
Exhibit
Number*
|
|
|
|
Amended and Restated Certificate of Incorporation of Broadway Financial Corporation effective as of April 1, 2021 (Exhibit 3.1 to Form 8-K filed by Registrant on April 5, 2021)
|
|
|
Bylaws of Registrant (Exhibit 3.2 to Form 8-K filed by Registrant on August 24, 2020)
|
|
|
Employment Agreement, dated as of December 29, 2017, by and among City First Bank of D.C., National Association, CFBanc Corporation and Brian Argrett. **.
|
|
|
City First Bank Deferred Compensation Plan for Brian Argrett.**
|
|
|
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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definitions Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Exhibits followed by a parenthetical reference are incorporated by reference herein from the document filed by the Registrant with the SEC described therein. Except as otherwise indicated, the SEC File No.
for each incorporated document is 000-27464.
|
|
**
|
Management contract or compensatory plan or arrangement
|
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Date: August 23, 2021
|
By:
|
/s/ Brian Argrett
|
| |
|
Brian Argrett
|
| |
|
Chief Executive Officer
|
| |
|
|
|
Date: August 23, 2021
|
By:
|
/s/ Brenda J. Battey
|
| |
|
Brenda J. Battey
|
| |
|
Chief Financial Officer
|
43
