BV Financial, Inc. [BVFL] Filings

10-Q 1 bvfl-20240930.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2024
OR
☐	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: 001-41764

BV FINANCIAL, INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland		14-1920944
(State of Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

7114 North Point Road, Baltimore, MD, 21219

(Address of Principal Executive Offices) (Zip Code)

(410) 477-5000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BVFL	The NASDAQ Stock Market LLC

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 X 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ 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 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	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 12, 2024, the registrant had 11,597,985 shares of common stock outstanding.

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	1
	Consolidated Statements of Income	2
	Consolidated Statements of Comprehensive Income	3
	Consolidated Statements of Changes in Stockholders' Equity	4
	Consolidated Statements of Cash Flows	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
Signatures		49

BV FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	September 30, 2024			December 31, 2023
(dollars in thousands, except per share amounts)	(unaudited)			(derived from audited financial statements)

Assets
Cash	$	7,207		$	9,260
Interest-bearing deposits in other banks		86,858			64,482
Cash and cash equivalents		94,065			73,742
Equity investment		254			256
Securities available for sale		39,162			34,781
Securities held to maturity (fair value of $5,210 and $9,206, ACL of $4 and $6)		6,029			10,209
Total loans		693,231			704,802
Allowance for credit losses		(8,001	)		(8,554	)
Net loans		685,230			696,248
Foreclosed real estate		160			170
Premises and equipment, net		13,404			14,250
Federal Home Loan Bank of Atlanta stock, at cost		654			626
Investment in life insurance		19,947			19,657
Accrued interest receivable		2,922			3,279
Goodwill		14,420			14,420
Intangible assets, net		876			1,012
Deferred tax assets, net		8,442			8,969
Other assets		7,144			7,635
Total assets	$	892,709		$	885,254
Liabilities and Stockholders' Equity
Liabilities
Noninterest-bearing deposits	$	139,302		$	142,030
Interest-bearing deposits		495,011			492,090
Total deposits		634,313			634,120
Subordinated debentures		34,845			37,251
Other liabilities		13,817			14,818
Total liabilities		682,975			686,189
Stockholders' equity
Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued or outstanding; Common stock, $0.01 par value; 45,000,000 shares authorized at September 30, 2024 and December 31, 2023; 11,701,785 shares issued and outstanding as of September 30, 2024 and 11,375,803 issued and outstanding as of December 31, 2023		117			114
Paid-in capital		110,697			110,465
Retained earnings		107,543			97,772
Unearned common stock held by employee stock ownership plan		(7,202	)		(7,328	)
Accumulated other comprehensive loss		(1,421	)		(1,958	)
Total stockholders' equity		209,734			199,065
Total liabilities and stockholders' equity	$	892,709		$	885,254

See notes to consolidated financial statements. 1

BV FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


(dollars in thousands, except per share amounts)	Three Months Ended September 30,						Nine Months Ended September 30,
Interest Income	2024			2023			2024			2023
Loans, including fees	$	10,522		$	9,764		$	30,481		$	27,863
Investment securities available for sale		353			302			966			846
Investment securities held to maturity		83			89			266			275
Other interest income		1,192			1,560			3,058			2,958
Total interest income		12,150			11,715			34,771			31,942
Interest Expense
Interest on deposits		2,381			1,764			6,610			3,694
Interest on FHLB borrowings		—			530			—			1,313
Interest on subordinated debentures		466			545			1,985			1,621
Total interest expense		2,847			2,839			8,595			6,628
Net interest income		9,303			8,876			26,176			25,314
Recovery for credit losses		(714	)		(333	)		(806	)		(480	)
Net interest income after provision for credit losses		10,017			9,209			26,982			25,794
Noninterest Income
Service fees on deposits		103			109			303			304
Fees from debit cards		175			183			529			543
Income from investment in life insurance		91			85			290			549
Gain on foreclosed real estate		—			—			—			678
Gain on sale of fixed assets		—			188			—			188
Other income		327			317			747			798
Total noninterest income		696			882			1,869			3,060
Noninterest Expense
Compensation and related benefits		3,494			3,149			9,714			8,887
Occupancy		396			397			1,242			1,178
Data processing		366			345			1,117			1,034
Advertising		6			5			16			33
Professional fees		400			220			757			597
Equipment		97			105			301			319
Foreclosed real estate and holding costs		(3	)		13			13			173
Amortization of intangible assets		45			46			135			138
FDIC insurance premiums		82			120			246			237
Other		590			608			1,751			1,656
Total noninterest expense		5,473			5,008			15,292			14,252
Net income before tax		5,240			5,083			13,559			14,602
Income tax expense		1,442			1,399			3,788			3,904
Net income	$	3,798		$	3,684		$	9,771		$	10,698
Basic earnings per share	$	0.35		$	0.35		$	0.91		$	1.21
Diluted earnings per share	$	0.35		$	0.35		$	0.91		$	1.20

See notes to consolidated financial statements. 2

BV FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	2024			2023			2024			2023
Net income	$	3,798		$	3,684		$	9,771		$	10,698

Other comprehensive income
Unrealized gain (loss) on securities available for sale		573			(347	)		740			(252	)
Income tax relating to securities available for sale		(157	)		95			(203	)		69
Other comprehensive income (loss)		416			(252	)		537			(183	)

Total comprehensive income	$	4,214		$	3,432		$	10,308		$	10,515

See notes to consolidated financial statements. 3

BV FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(unaudited)

For the Three Months Ended September 30, 2024 and 2023



(dollars in thousands)	Common stock		Paid-in capital		Unearned common stock held by ESOP			Retained earnings		Accumulated other comprehensive loss			Total

Balance, June 30, 2024	$	114	$	110,694	$	(7,244	)	$	103,745	$	(1,837	)	$	205,472
Net income		—		—		—			3,798		—			3,798
Other comprehensive income
(net of tax of ($157))		—		—		—			—		416			416
Stock compensation		3		3		—			—		—			6
ESOP shares committed to be released		—		—		42			—		—			42

Balance, September 30, 2024	$	117	$	110,697	$	(7,202	)	$	107,543	$	(1,421	)	$	209,734




(dollars in thousands)	Common stock		Paid-in capital		Unearned common stock held by ESOP			Retained earnings		Accumulated other comprehensive loss			Total

Balance, June 30, 2023	$	74	$	15,599	$	—		$	91,079	$	(2,272	)	$	104,480
Net income		—		—		—			3,684		—			3,684
Other comprehensive loss
(net of tax of $95)		—		—		—			—		(252	)		(252	)
Stock compensation		—		63		—			—		—			63
Proceeds from issuance of common stock, net of offering costs		40		94,702		—			—		—			94,742
Purchase of unearned common stock held by ESOP plan		—		—		(7,839	)		—		—			(7,839	)
ESOP shares committed to be released		—		—		204			—		—			204

Balance, September 30, 2023	$	114	$	110,364	$	(7,635	)	$	94,763	$	(2,524	)	$	195,082

See notes to consolidated financial statements. 4

BV FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(unaudited)

For the Nine Months Ended September 30, 2024 and 2023





(dollars in thousands)	Common stock		Paid-in capital		Unearned common stock held by ESOP			Retained earnings			Accumulated other comprehensive loss			Total

Balance, December 31, 2023	$	114	$	110,465	$	(7,328	)	$	97,772		$	(1,958	)	$	199,065
Net income		—		—		—			9,771			—			9,771
Other comprehensive income
(net of tax of ($203))		—		—		—			—			537			537
Stock compensation		3		232		—			—			—			235
ESOP shares committed to be released		—		—		126			—			—			126

Balance, September 30, 2024	$	117	$	110,697	$	(7,202	)	$	107,543		$	(1,421	)	$	209,734






(dollars in thousands)	Common stock		Paid-in capital		Unearned common stock held by ESOP			Retained earnings			Accumulated other comprehensive loss			Total

Balance, December 31, 2022	$	74	$	15,406	$	—		$	84,612		$	(2,341	)	$	97,751
Net income		—		—		—			10,698			—			10,698
Other comprehensive income
(net of tax of $69)		—		—		—			—			(183	)		(183	)
Stock compensation		—		256		—			—			—			256
Proceeds from issuance of common stock, net of offering costs		40		94,702		—			—			—			94,742
Purchase of unearned common stock held by ESOP plan		—		—		(7,839	)		—			—			(7,839	)
ESOP shares committed to be released		—		—		204			—			—			204
CECL ASU Transition		—		—		—			(547	)		—			(547	)

Balance, September 30, 2023	$	114	$	110,364	$	(7,635	)	$	94,763		$	(2,524	)	$	195,082

See notes to consolidated financial statements. 5

BV FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended September 30,
(dollars in thousands)	2024		2023
Cash flows from operating activities
Net income	$	9,771	$	10,698
Adjustments to reconcile net income to net cash provided by operating activities
Net accretion of discounts and premiums		(22

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