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Hanover Bancorp, Inc. Reports Earnings for the Second Quarter and Declares $0.10 Quarterly Cash Dividend

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Hanover Bancorp (NASDAQ: HNVR) reported Q2 2024 earnings, with net income of $0.8 million or $0.11 per diluted share, compared to $4.1 million or $0.55 the previous quarter. Net interest income was $13.2 million, a 2.4% increase from Q1 2024, but a 1.9% decrease from Q2 2023. Non-interest income hit a record $0.1 million, a 1.3% increase from Q1 2024. The company declared a $0.10 quarterly dividend payable on August 14, 2024. Core deposits rose by $95.4 million since December 2023. Loans totaled $2.01 billion, up by $7.4 million from Q1 2024.

Asset quality remained solid, with non-performing loans at 0.79% of the total loan portfolio. Hanover plans to open a new branch in Port Jefferson, NY.

For the six months ended June 2024, net income was $4.9 million, down from $6.3 million in the same period in 2023. The company saw a decrease in net income due to higher credit loss provisions and rising funding costs. The effective tax rate dropped to 27.2% in Q2 2024 from 29.9% in Q2 2023.

Positive
  • Net interest income increased by 2.4% from Q1 2024.
  • Non-interest income reached a record high.
  • Core deposits increased by $95.4 million since December 2023.
  • Loans grew to $2.01 billion, a net increase of $7.4 million from Q1 2024.
  • Declared a $0.10 quarterly dividend payable on August 14, 2024.
Negative
  • Net income decreased to $0.8 million from $4.1 million in Q1 2024.
  • Net interest income decreased by 1.9% compared to Q2 2023.
  • Significant provision for credit losses impacted net income.
  • Non-performing loans increased to $15.8 million from $14.5 million in Q1 2024.

Insights

Hanover Bancorp's Q2 2024 results reveal a mixed financial performance with some concerning trends but also positive developments:

  • Net income dropped significantly to $0.8 million (0.11% per diluted share) from $4.1 million in Q1 2024 and $3.1 million in Q2 2023. This was largely due to a $2.5 million allowance for credit loss on an individually evaluated loan and a $1.1 million provision from CECL model enhancements.
  • Net interest income showed a slight improvement, increasing 2.4% from Q1 2024 to $13.2 million, with net interest margin expanding to 2.46% from 2.41%.
  • Non-interest income reached a record high for continuing revenues, growing 83.5% year-over-year to $3.5 million.
  • The bank maintains a strong liquidity position with $648.2 million in undrawn liquidity sources, covering 254% of uninsured deposit balances.
  • Core deposits grew by 6.9% from December 2023, indicating improved funding stability.
  • Loan growth remained positive at 1.5% annualized from Q1 2024, focused on residential, SBA and C&I loans.
  • Asset quality metrics show some deterioration, with non-performing loans increasing to 0.79% of total loans, up from 0.74% in Q1 2024.

While the significant drop in net income is concerning, the bank's strong liquidity, deposit growth and improving net interest margin provide some positive signals. The increase in non-performing loans and credit loss provisions warrant close monitoring in future quarters.

Hanover Bancorp's Q2 2024 results highlight several key trends in the banking industry:

  • Deposit stability: The bank's ability to grow core deposits by 6.9% since December 2023 is impressive given the challenging environment for deposit gathering. This suggests effective relationship management and competitive product offerings.
  • Loan portfolio diversification: The focus on residential, SBA and C&I lending demonstrates a strategic shift away from commercial real estate concentration, which decreased to 403% of capital from 432% at year-end 2023.
  • Non-interest income growth: The 83.5% year-over-year increase in non-interest income, particularly from SBA loan sales, showcases the importance of fee-based revenue streams in the current rate environment.
  • Credit quality management: While non-performing loans increased, the proactive approach to credit loss provisioning and the sale of a large non-performing asset indicate prudent risk management practices.
  • Margin pressure: The slight improvement in net interest margin to 2.46% suggests the bank is navigating the challenging rate environment relatively well, though margins remain compressed compared to historical levels.

Hanover's strategic initiatives, such as expanding into new markets and developing flow origination programs for residential loans, align with industry trends towards diversification and fee income generation. The bank's strong liquidity position and focus on core deposit growth also position it well for potential economic uncertainties ahead.

From a risk management perspective, Hanover Bancorp's Q2 2024 results present a mixed picture:

  • Credit risk: The increase in non-performing loans to 0.79% of total loans and the $2.5 million allowance for credit loss on an individually evaluated loan signal potential deterioration in credit quality. However, the bank's proactive approach to provisioning and the sale of a large non-performing asset demonstrate active risk management.
  • Concentration risk: The reduction in commercial real estate concentration to 403% of capital is positive, but this level still represents significant exposure. The low 2.3% exposure to office properties mitigates some risk given current market conditions.
  • Liquidity risk: With $648.2 million in undrawn liquidity sources covering 254% of uninsured deposits, the bank appears well-positioned to manage potential liquidity stresses.
  • Interest rate risk: The slight improvement in net interest margin suggests effective management of interest rate risk, but continued pressure on funding costs could pose challenges.
  • Operational risk: The ongoing enhancements to the CECL model, resulting in a $1.1 million provision, highlight the importance of robust risk modeling and management systems.

While Hanover has demonstrated proactive risk management, the increase in non-performing loans and continued high CRE concentration warrant close monitoring. The bank's strong liquidity position and strategic initiatives to diversify its loan portfolio provide some risk mitigation, but economic uncertainties and potential credit quality deterioration remain key risk factors to watch.

Second Quarter Performance Highlights

  • Net Income: Net income for the quarter ended June 30, 2024 totaled $0.8 million (after giving effect to an allowance for credit loss (“ACL”) on an individually evaluated loan of $2.5 million and a $1.1 million provision resulting from ongoing enhancements to the current expected credit loss (“CECL”) model) or $0.11 per diluted share (including Series A preferred shares), versus $4.1 million or $0.55 per diluted share (including Series A preferred shares) in the prior linked quarter and $3.1 million or $0.42 per diluted share (including Series A preferred shares) in the comparable 2023 quarter.
  • Net Interest Income: Net interest income was $13.2 million for the quarter ended June 30, 2024, an increase of $0.3 million, or 2.4% from the prior linked quarter and a decrease of $0.3 million, or 1.9% from the June 30, 2023 quarter.
  • Net Interest Margin: The Company’s net interest margin during the quarter ended June 30, 2024 increased to 2.46% from 2.41% in the quarter ended March 31, 2024.
  • Strong Non-interest Income: The Company’s non-interest income increased $0.1 million or 1.3% from the quarter ended March 31, 2024 and $1.6 million or 83.5% from the quarter ended June 30, 2023. This quarter’s non-interest income was a record for the Company when considering continuing revenues. Although non-interest income was higher for the quarter ended September 30, 2023, those results included income from a litigation settlement.
  • Strong Liquidity Position: At June 30, 2024, undrawn liquidity sources, which include cash and unencumbered securities and secured and unsecured funding capacity, totaled $648.2 million or approximately 254% of uninsured deposit balances.
  • Deposit Activity: Core deposits, consisting of Demand, NOW, Savings and Money Market, increased $95.4 million or 6.9% from December 31, 2023 and $24.8 million or 1.7% from March 31, 2024. Total deposits increased $37.3 million or 2.0% from December 31, 2023 and $24.7 million or 1.3% from March 31, 2024. Insured and collateralized deposits, which include municipal deposits, accounted for approximately 87% of total deposits at June 30, 2024.
  • Loan Growth: Loans totaled $2.01 billion, a net increase of $7.4 million, or 1.5% annualized, from March 31, 2024, and $55.8 million or 5.7%, annualized from December 31, 2023. The Company’s commercial real estate concentration ratio continued to improve, decreasing to 403% of capital at June 30, 2024 from 432% of capital at December 31, 2023. Current and future loan growth will primarily be in residential loan products originated for sale to specific buyers in the secondary market, C&I and SBA loans, which strategically enhances our management of liquidity and capital while producing additional non-interest income.
  • Asset Quality: At June 30, 2024, the Bank’s asset quality remained solid with non-performing loans totaling $15.8 million, representing 0.79% of the total loan portfolio, and the allowance for credit losses equaling 1.17% of total loans. Loans secured by office space accounted for approximately 2.3% of the total loan portfolio with a total balance of $46.2 million, of which less than 1% is located in Manhattan. During July, non-performing loans decreased $1.2 million to $14.6 million as a result of the full payoff of a residential investor loan.
  • Banking Initiatives: At June 30, 2024, the Company’s banking initiatives reflected continuing momentum:
    • SBA & USDA Banking: Gains on sale of SBA loans totaled $2.5 million for the quarter ended June 30, 2024, representing a 139% increase over the comparable 2023 quarter. Total SBA loans sold were $28.0 million for the quarter ended June 30, 2024, representing a 122% increase over the comparable 2023 quarter. Premiums earned on the sale of SBA loans continued to increase during the current quarter to 9.80% from 9.56% in the linked quarter and 8.72% for the quarter ended June 30, 2023.
    • C&I Banking/Hauppauge Business Banking Center: Having recently marked its one-year anniversary, the Hauppauge Business Banking Center hit $73 million in deposits in the first year of operations. Loan originations tied to this office were $30 million during the quarter. Momentum continues to build with deposit and C&I loan pipelines related to this office of $59 million and $106 million, respectively.
    • Residential Lending: The Bank continues to originate loans for its portfolio while developing the flow origination program launched in late 2023. Of the $24.2 million in closed loans originated in the quarter ended June 30, 2024, $21.2 million were originated for its portfolio and reflected a weighted average yield of 7.62% before origination and other fees, which average 50-100 bps per loan, and a weighted average LTV of 60%.
  • Tangible Book Value Per Share: Tangible book value per share (including Series A preferred shares) was $23.05 at June 30, 2024 compared to $22.51 at December 31, 2023 (inclusive of a one-time CECL implementation adjustment of $3.2 million, net of tax, or $0.43 per share, recorded on October 1, 2023) and $22.26 at June 30, 2023.
  • Quarterly Cash Dividend: The Company’s Board of Directors approved a $0.10 per share cash dividend on both common and Series A preferred shares payable on August 14, 2024 to stockholders of record on August 7, 2024.
  • Further Expansion into Long Island Markets: The Company will once again be expanding its geographic footprint with the opening of a full-service branch in Port Jefferson, New York. Business development staff have already joined the Company in anticipation of the opening of this location. Subject to regulatory approvals, the Bank expects this site to be fully operational in the fourth quarter of 2024.

MINEOLA, N.Y., July 24, 2024 (GLOBE NEWSWIRE) -- Hanover Bancorp, Inc. (“Hanover” or “the Company” – NASDAQ: HNVR), the holding company for Hanover Community Bank (“the Bank”), today reported results for the quarter ended June 30, 2024 and the declaration of a $0.10 per share cash dividend on both common and Series A preferred shares payable on August 14, 2024 to stockholders of record on August 7, 2024.

Earnings Summary for the Quarter Ended June 30, 2024

The Company reported net income for the quarter ended June 30, 2024 of $0.8 million (after giving effect to an ACL on an individually evaluated loan of $2.5 million and a $1.1 million provision resulting from ongoing enhancements to the CECL model) or $0.11 per diluted share (including Series A preferred shares), versus $3.1 million or $0.42 per diluted share (including Series A preferred shares) in the comparable 2023 quarter and $4.1 million or $0.55 per diluted share (including Series A preferred shares) for the quarter ended March 31, 2024. Returns on average assets and average stockholders’ equity were 0.15% and 1.77%, respectively, for the quarter ended June 30, 2024, versus 0.60% and 6.82%, respectively, for the comparable quarter of 2023, and 0.74% and 8.70%, respectively, for the quarter ended March 31, 2024. Return on average tangible equity (“ROTCE”) was 1.97% for the quarter ended June 30, 2024 compared to 7.64% for the quarter ended June 30, 2023 and 9.71% for the quarter ended March 31, 2024.

The decrease in net income recorded in the second quarter of 2024 from the comparable 2023 quarter resulted from an increase in the provision for credit losses, an increase in non-interest expense and a decrease in net interest income, which were partially offset by an increase in non-interest income, consisting primarily of gain on sale of loans held-for-sale. The Company recorded a $4.0 million provision for credit losses primarily attributable to an ACL on an individually evaluated loan of $2.5 million and $1.1 million related to ongoing enhancements to the CECL model during the June 2024 quarter. This $1.1 million provision was related to ongoing enhancements in our model not related to any deterioration in our portfolio. The increase in non-interest expense was attributed to a strategically planned reduction in certain lending activity resulting in lower deferred origination costs. Additionally, net interest income decreased due to the continued impact of higher funding costs resulting from the higher interest rates driven by the Federal Reserve. The Company’s effective tax rate decreased to 27.2% in the second quarter of 2024 from 29.9% in the comparable 2023 period.

Net interest income was $13.2 million for the quarter ended June 30, 2024, a decrease of $0.3 million, or 1.9%, versus the comparable 2023 quarter due to compression of the Company’s net interest margin to 2.46% in the 2024 quarter from 2.68% in the comparable 2023 quarter. The yield on interest earning assets increased to 6.22% in the 2024 quarter from 5.65% in the comparable 2023 quarter, an increase of 57 basis points that was offset by a 96 basis point increase in the cost of interest-bearing liabilities to 4.48% in 2024 from 3.52% in the second quarter of 2023. Net interest income on a linked quarter basis increased $0.3 million or 2.41%, due to a 5 basis point increase in net interest margin resulting from a 19 basis point increase on yield on interest earning assets, partially offset by a 15 basis point increase in cost of interest-bearing liabilities.

Earnings Summary for the Six Months Ended June 30, 2024

For the six months ended June 30, 2024, the Company reported net income of $4.9 million or $0.66 per diluted share (including Series A preferred shares), versus $6.3 million or $0.85 per diluted (including Series A preferred shares) in the comparable 2023 six-month period.

The decrease in net income recorded for the six months ended June 30, 2024 from the comparable 2023 is due to similar factors discussed above. The Company’s effective tax rate decreased to 25.3% for the six months ended June 30, 2024 from 26.7% in the comparable 2023 period.

Net interest income was $26.2 million for the six months ended June 30, 2024, a decrease of $1.2 million, or 4.5% from the comparable 2023 period due to compression of the Company’s net interest margin to 2.43% in the 2024 period from 2.85% in the comparable 2023 period. The yield on interest earning assets increased to 6.12% in the 2024 period from 5.56% in the comparable 2023 period, an increase of 56 basis points that was offset by a 116-basis point increase in the cost of interest-bearing liabilities to 4.41% in 2024 from 3.25% in the comparable 2023 period due to the rapid and significant rise in interest rates.

Michael P. Puorro, Chairman and Chief Executive Officer, commented on the Company’s quarterly results: “Second quarter results were impacted by credit-related matters that we believe are isolated in nature and not reflective of the quality of our portfolio. Independent of these impacts, our underlying performance continues to be strong, evidenced by increasing non- interest income, a recovering net interest margin and loan yields outpacing deposit costs. To ensure our sustained success, we have proactively adopted cost cutting measures intended to maximize efficiency and to support our continued strategic growth and onboarding of top tier professionals. Armed with a dedicated team and our diversified business verticals, we are well positioned for the future. The reduction in interest rates forecast by economists will create even greater opportunities due to the composition of our balance sheet and our ability to expand our core revenue drivers into new markets.”

Balance Sheet Highlights

Total assets at June 30, 2024 were $2.33 billion versus $2.27 billion at December 31, 2023. Total securities available for sale at June 30, 2024 were $98.8 million, an increase of $37.4 million from December 31, 2023, primarily driven by growth in U.S. Treasury securities, corporate bonds and mortgage-backed securities.

Total deposits at June 30, 2024 increased to $1.94 billion compared to $1.90 billion at December 31, 2023. During the six months ended June 30, 2024, total deposits increased $37.3 million or 2.0% from December 31, 2023. Our loan to deposit ratio was 104% at June 30, 2024 and 103% at December 31, 2023.

Although core deposits, comprised of Demand, NOW, Savings and Money Market, grew to $1.48 billion as of June 30, 2024 from $1.38 billion as of December 31, 2023, Demand deposit balances decreased from $207.8 million to $199.9 million during the same period. This decrease was confined to deposits made by residential loan borrowers in anticipation of residential loan closings. These funds comprise the equity residential borrowers are required to contribute to residential loan closings and the volume of these deposits rise and fall in proportion to the volume of anticipated residential loan closings. As the pace of residential lending increases, the volume of Demand deposits will increase accordingly. Demand deposits, net of balances related to residential loan closings, grew to $177.8 million as of June 30, 2024 from $166.4 million as of December 31, 2023, an increase of 6.8%, underscoring the continued success of our C&I Banking vertical.

The Company had $452.6 million in total municipal deposits at June 30, 2024, at a weighted average rate of 4.61% versus $528.1 million at a weighted average rate of 4.62% at December 31, 2023. The Company’s municipal deposit program is built on long-standing relationships developed in the local marketplace. This core deposit business will continue to provide a stable source of funding for the Company’s lending products at costs lower than those of consumer deposits and market-based borrowings. The Company continues to broaden its municipal deposit base and currently services 39 customer relationships.

Total borrowings at June 30, 2024 were $149.0 million, with a weighted average rate and term of 3.96% and 21 months, respectively. At June 30, 2024 and December 31, 2023, the Company had $121.7 million and $126.7 million, respectively, of term FHLB advances outstanding. The Company had $25.0 million of FHLB overnight borrowings outstanding at June 30, 2024 and none at December 31, 2023. The Company had no borrowings outstanding under lines of credit with correspondent banks at June 30, 2024 and December 31, 2023. The Company utilizes a number of strategies to manage interest rate risk, including interest rate swap agreements which currently provide a benefit to net interest income.

Stockholders’ equity was $190.1 million at June 30, 2024 compared to $184.8 million at December 31, 2023. The $5.2 million increase was primarily due to an increase of $3.4 million in retained earnings and a decrease of $1.1 million in accumulated other comprehensive loss. The increase in retained earnings was due primarily to net income of $4.9 million for the six months ended June 30, 2024, which was offset by $1.5 million of dividends declared. The accumulated other comprehensive loss at June 30, 2024 was 0.70% of total equity and was comprised of a $1.4 million after tax net unrealized loss on the investment portfolio, partially offset by a $0.1 million after tax net unrealized gain on derivatives.

Loan Portfolio

On a linked quarter basis, the Company experienced net loan growth of $7.4 million, a 1.5% increase on an annualized basis. For the six months ended June 30, 2024, the Bank’s loan portfolio grew to $2.01 billion, for an increase of $55.8 million or 5.7% annualized. Growth was concentrated primarily in residential, SBA and C&I loans. At June 30, 2024, the Company’s residential loan portfolio (including home equity) amounted to $761.0 million, with an average loan balance of $493 thousand and a weighted average loan-to-value ratio of 57%. Commercial real estate and multifamily loans totaled $1.11 billion at June 30, 2024, with an average loan balance of $1.5 million and a weighted average loan-to-value ratio of 59%. As will be discussed below, only approximately 37% of our multifamily portfolio is subject to rent regulation. The Company’s commercial real estate concentration ratio continued to improve, decreasing to 403% of capital at June 30, 2024 from 432% of capital at December 31, 2023, with loans secured by office space accounting for 2.3% of the total loan portfolio and totaling $46.2 million. The Company’s loan pipeline at June 30, 2024 is approximately $164 million, with approximately 97% being niche-residential, conventional C&I and SBA and USDA lending opportunities.

Historically, the Bank generated additional income by strategically originating and selling residential and government guaranteed loans to other financial institutions at premiums, while also retaining servicing rights in some sales. However, with the rapid increases in interest rates in recent years, the appetite among the Bank’s purchasers of residential loans for acquiring pools of loans declined, eliminating the Bank’s ability to sell residential loans in its portfolio on desirable terms. Commencing in late 2023, the Bank initiated development of a flow origination program under which the Bank originates individual loans for sale to specific buyers, thereby positioning the Bank to resume residential loan sales and generate fee income to complement sale premiums earned from the origination of SBA loans. During the quarter ended June 30, 2024, the Company sold $2.9 million of residential loans under this program and recorded gains on sale of loans held-for-sale of $0.1 million. We expect the volume of activity to increase as the year progresses and our flow pipeline continues to build. Because we continue to prioritize the management of liquidity and capital, new business development is largely focused on flow originations over portfolio growth.

The Bank’s investment in government guaranteed lending continues to yield results. During the quarters ended June 30, 2024 and 2023, the Company sold $28.0 million and $12.6 million, respectively, of SBA loans and recorded gains on sale of loans held-for-sale of $2.5 million and $1.1 million, respectively.

Commercial Real Estate Statistics

A significant portion of the Bank’s commercial real estate portfolio consists of loans secured by Multi-Family and CRE-Investor owned real estate that are predominantly subject to fixed interest rates for an initial period of 5 years. The Bank’s exposure to Land/Construction loans is minor at $10 million, all at floating interest rates, and CRE-owner occupied loans have a sizable mix of floating rates. As shown below, these two portfolios have only 11% combined of loans maturing through the balance of 2024 and 2025, with 54% maturing in 2027 alone.

   
Multi-Family Market Rent Portfolio Fixed Rate Reset/Maturity Schedule Multi-Family Stabilized Rent Portfolio Fixed Rate Reset/Maturity Schedule
Calendar Period
(loan data as of
6/30/24
 # Loans Total O/S
($000's omitted)
 Avg O/S
($000's
omitted)
 Avg
Interest
Rate
 Calendar Period
(loan data as of
6/30/24
 # Loans Total O/S
($000's
omitted)
 Avg O/S
($000's
omitted)
 Avg
Interest
Rate
                         
2024 6 $3,995 $666 7.56% 2024 6 $5,793 $966 6.17%
2025 9  16,002  1,778 4.03% 2025 12  17,307  1,442 4.32%
2026 36  119,775  3,327 3.66% 2026 21  45,145  2,150 3.67%
2027 72  179,217  2,489 4.31% 2027 53  126,061  2,379 4.22%
2028 18  30,089  1,672 6.16% 2028 11  9,998  909 7.12%
2029+ 7  4,428  633 7.18% 2029+ 5  2,361  472 6.39%
Fixed Rate 148  353,506  2,389 4.31% Fixed Rate 108  206,665  1,914 4.33%
Floating Rate 3  458  153 10.06% Floating Rate 1  1,801  1,801 6.25%
Total 151 $353,964 $2,344 4.31% Total 109 $208,466 $1,913 4.34%
                         

 CRE Investor Portfolio Fixed Rate Reset/Maturity Schedule
 
 Calendar Period
(loan data as of
6/30/24
 # Loans Total O/S
($000's
omitted)
 Avg O/S
($000's
omitted)
 Avg
Interest
Rate
 
              
 2024 20 $20,305 $1,015 6.73% 
 2025 29  19,507  673 5.13% 
 2026 33  46,059  1,396 4.85% 
 2027 90  164,798  1,831 4.67% 
 2028 32  33,034  1,032 6.65% 
 2029+ 14  5,682  406 6.03% 
 Fixed Rate 218  289,385  1,327 5.13% 
 Floating Rate 5  14,346  2,869 9.04% 
 Total CRE-Inv. 223 $303,731 $1,362 5.31% 
              

Rental breakdown of Multi-Family portfolio

The table below segments our portfolio of loans secured by Multi-Family properties based on rental terms and location. As shown below, 63% of the combined portfolio is secured by properties subject to free market rental terms, the dominant tenant type, and both the Market Rent and Stabilized Rent segments of our portfolio present very similar average borrower profiles. The portfolio is primarily located in the New York City boroughs of Brooklyn, the Bronx and Queens.

 
Multi-Family Loan Portfolio - Loans by Rent Type
Rent Type # of Notes Outstanding
Loan Balance
 % of Total
Multi-Family
 Avg Loan
Size
 LTV Current
DSCR
 Avg #
of Units
    ($000's omitted)    ($000's omitted)       
                   
Market 151 $353,964 63% $2,344 62.1% 1.40 11
Location                  
Manhattan 7 $17,969 3% $2,567 52.2% 1.35 15
Other NYC 95 $247,691 44% $2,607 61.7% 1.39 10
Outside NYC 49 $88,304 16% $1,802 65.1% 1.42 12
                   
Stabilized 109 $208,466 37% $1,913 63.4% 1.38 11
Location                  
Manhattan 7 $11,099 2% $1,586 53.8% 1.50 15
Other NYC 90 $178,174 32% $1,980 63.8% 1.37 11
Outside NYC 12 $19,193 3% $1,599 65.0% 1.37 16
                   

Office Property Exposure

The Bank’s exposure to the Office market is minor at $46 million (2% of all loans), has a 1.8x weighted average DSCR, a 56% weighted average LTV and less than $400 thousand of exposure in Manhattan. The portfolio has no delinquencies, defaults or modifications.

Asset Quality and Allowance for Credit Losses

The Bank’s asset quality ratios remain solid. At June 30, 2024, the Company reported $15.8 million in non-performing loans which represented 0.79% of total loans outstanding. Non-performing loans were $14.5 million at December 31, 2023 and $14.9 million at March 31, 2024.
During the quarter, a $4.4 million non-performing commercial real estate note was sold and a $1.2 million non-performing residential loan paid in full. This commercial real estate loan was the Bank’s largest non-performing asset, and was sold with no loss to the Bank. Offsetting these decreases was the addition of a $3.8 million loan relationship comprised of two SBA loans in the amount of $1.3 million (non-guaranteed portion) and a commercial loan in the amount of $2.5 million. Subsequent to June 30, a $1.2 million non-performing residential investor loan paid in full, lowering our current non-performing loans to $14.6 million.

During the second quarter of 2024, the Bank recorded a provision for credit losses expense of $4.0 million. The June 30, 2024, allowance for credit losses balance was $23.6 million versus $19.7 million at December 31, 2023 and $15.4 million at June 30, 2023. The increase in the allowance for credit losses on loans is attributable to an ACL on an individually evaluated loan of $2.5 million and $1.1 million related to ongoing enhancements to the CECL model during the June 2024 quarter. The allowance for credit losses as a percent of total loans was 1.17% at June 30, 2024 versus 1.00% at December 31, 2023.

Net Interest Margin

The Bank’s net interest margin increased to 2.46% for the quarter ended June 30, 2024 from 2.41% in the quarter ended March 31, 2024. The increase from the prior linked quarter was primarily related to the increase in the average yield on loans, partially offset by the increase in the average cost of deposits and borrowings. The Bank’s net interest margin was 2.68% in the quarter ended June 30, 2023. The decrease from the prior year quarter was primarily related to the increase in the total cost of funds, partially offset by the increase in the average yield on loans and, to a lesser extent, the Company’s decision to increase liquidity as a result of the industry events over the last two years. The year over year margin compression reflects the effects of the rapid and significant rise in interest rates and the competitive deposit environment. We believe the Company is well positioned for the current or more favorable interest rate environments.

About Hanover Community Bank and Hanover Bancorp, Inc.

Hanover Bancorp, Inc. (NASDAQ: HNVR), is the bank holding company for Hanover Community Bank, a community commercial bank focusing on highly personalized and efficient services and products responsive to client needs. Management and the Board of Directors are comprised of a select group of successful local businesspeople who are committed to the success of the Bank by knowing and understanding the metro-New York area’s financial needs and opportunities. Backed by state-of-the-art technology, Hanover offers a full range of financial services. Hanover employs a complete suite of consumer, commercial, and municipal banking products and services, including multi-family and commercial mortgages, residential loans, business loans and lines of credit. Hanover also offers its customers access to 24-hour ATM service with no fees attached, free checking with interest, telephone banking, advanced technologies in mobile and internet banking for our consumer and business customers, safe deposit boxes and much more. The Company’s corporate administrative office is located in Mineola, New York where it also operates a full-service branch office along with additional branch locations in Garden City Park, Hauppauge, Forest Hills, Flushing, Sunset Park, Rockefeller Center and Chinatown, New York, and Freehold, New Jersey.

Hanover Community Bank is a member of the Federal Deposit Insurance Corporation and is an Equal Housing/Equal Opportunity Lender. For further information, call (516) 548-8500 or visit the Bank’s website at www.hanoverbank.com.

Non-GAAP Disclosure

This discussion includes non-GAAP financial measures, including the Company’s tangible common equity (“TCE”) ratio, TCE, tangible assets, tangible book value per share, return on average tangible equity and efficiency ratio. A non-GAAP financial measure is a numerical measure of historical or future performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Company’s management believes that the presentation of non-GAAP financial measures provides both management and investors with a greater understanding of the Company’s operating results and trends in addition to the results measured in accordance with GAAP, and provides greater comparability across time periods. While management uses non-GAAP financial measures in its analysis of the Company’s performance, this information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with U.S. GAAP or considered to be more important than financial results determined in accordance with U.S. GAAP. The Company’s non-GAAP financial measures may not be comparable to similarly titled measures used by other financial institutions.

With respect to the calculations of and reconciliations of TCE, tangible assets, TCE ratio and tangible book value per share, reconciliations to the most comparable U.S. GAAP measures are provided in the tables that follow.

Forward-Looking Statements

This release may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and may be identified by the use of such words as "may," "believe," "expect," "anticipate," "should," "plan," "estimate," "predict," "continue," and "potential" or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Hanover Bancorp, Inc. Any or all of the forward-looking statements in this release and in any other public statements made by Hanover Bancorp, Inc. may turn out to be incorrect. They can be affected by inaccurate assumptions that Hanover Bancorp, Inc. might make or by known or unknown risks and uncertainties, including those discussed in our Annual Report on Form 10-K under Item 1A - Risk Factors, as updated by our subsequent filings with the Securities and Exchange Commission. Further, the adverse effect of the COVID-19 pandemic on the Company, its customers, and the communities where it operates may adversely affect the Company’s business, results of operations and financial condition for an indefinite period of time. Consequently, no forward-looking statement can be guaranteed. Hanover Bancorp, Inc. does not intend to update any of the forward-looking statements after the date of this release or to conform these statements to actual events.

      
HANOVER BANCORP, INC.     
STATEMENTS OF CONDITION (unaudited)     
(dollars in thousands)     
       
       
  June 30, March 31, December 31,
  2024 2024 2023
Assets      
Cash and cash equivalents$141,115  $136,481  $177,207 
Securities-available for sale, at fair value 98,813   92,709   61,419 
Investments-held to maturity 3,902   3,973   4,041 
Loans held for sale 11,615   7,641   8,904 
       
Loans, net of deferred loan fees and costs 2,012,954   2,005,515   1,957,199 
Less: allowance for credit losses (23,644)  (19,873)  (19,658)
Loans, net 1,989,310   1,985,642   1,937,541 
       
Goodwill  19,168   19,168   19,168 
Premises & fixed assets 16,541   15,648   15,886 
Operating lease assets 9,210   9,336   9,754 
Other assets 41,424   36,910   36,140 
 Assets$2,331,098  $2,307,508  $2,270,060 
       
Liabilities and stockholders' equity     
Core deposits$1,477,824  $1,453,035  $1,382,397 
Time deposits 464,105   464,227   522,198 
Total deposits 1,941,929   1,917,262   1,904,595 
       
Borrowings 148,953   148,953   128,953 
Subordinated debentures 24,662   24,648   24,635 
Operating lease liabilities 9,911   10,039   10,459 
Other liabilities 15,571   17,063   16,588 
 Liabilities 2,141,026   2,117,965   2,085,230 
       
Stockholders' equity 190,072   189,543   184,830 
 Liabilities and stockholders' equity$2,331,098  $2,307,508  $2,270,060 
       


HANOVER BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(dollars in thousands, except per share data)
        
 Three Months Ended Six Months Ended
 6/30/2024 6/30/2023 6/30/2024 6/30/2023
        
Interest income$33,420 $28,459 $65,852 $53,519
Interest expense 20,173  14,954  39,670  26,090
Net interest income 13,247  13,505  26,182  27,429
Provision for credit losses (1) 4,040  500  4,340  1,432
Net interest income after provision for credit losses 9,207  13,005  21,842  25,997
        
Loan servicing and fee income 836  811  1,749  1,350
Service charges on deposit accounts 114  70  210  137
Gain on sale of loans held-for-sale 2,586  1,052  5,092  2,047
Gain on sale of investments 4  -  4  -
Other operating income 82  41  143  196
Non-interest income 3,622  1,974  7,198  3,730
        
Compensation and benefits 6,499  5,405  12,061  10,969
Occupancy and equipment 1,843  1,587  3,613  3,124
Data processing 495  576  1,013  1,017
Professional fees 717  781  1,535  1,662
Federal deposit insurance premiums 365  357  683  715
Other operating expenses 1,751  1,860  3,569  3,646
Non-interest expense 11,670  10,566  22,474  21,133
        
Income before income taxes 1,159  4,413  6,566  8,594
Income tax expense 315  1,319  1,661  2,291
        
Net income$844 $3,094 $4,905 $6,303
        
Earnings per share ("EPS"):(2)       
Basic$0.11 $0.42 $0.66 $0.86
Diluted$0.11 $0.42 $0.66 $0.85
        
Average shares outstanding for basic EPS (2)(3) 7,399,816  7,332,090  7,388,021  7,328,085
Average shares outstanding for diluted EPS (2)(3) 7,449,110  7,407,613  7,438,234  7,405,820
        
(1) CECL was adopted effective 10/1/23. Prior periods were based on the incurred loss methodology.
(2) Calculation includes common stock and Series A preferred stock.
(3) Average shares outstanding before subtracting participating securities.
        
Note: Prior period information has been adjusted to conform to current period presentation.
        


HANOVER BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
QUARTERLY TREND
(dollars in thousands, except per share data)
          
 Three Months Ended
 6/30/2024 3/31/2024 12/31/2023 9/30/2023 6/30/2023
          
Interest income$33,420 $32,432 $31,155 $28,952 $28,459
Interest expense 20,173  19,497  18,496  17,153  14,954
Net interest income 13,247  12,935  12,659  11,799  13,505
Provision for credit losses (1) 4,040  300  200  500  500
Net interest income after provision for credit losses 9,207  12,635  12,459  11,299  13,005
          
Loan servicing and fee income 836  913  778  681  811
Service charges on deposit accounts 114  96  85  75  70
Gain on sale of loans held-for-sale 2,586  2,506  2,326  1,468  1,052
Gain on sale of investments 4  -  -  -  -
Other operating income 82  61  65  1,483  41
Non-interest income 3,622  3,576  3,254  3,707  1,974
          
Compensation and benefits 6,499  5,562  5,242  5,351  5,405
Occupancy and equipment 1,843  1,770  1,746  1,758  1,587
Data processing 495  518  530  516  576
Professional fees 717  818  729  800  781
Federal deposit insurance premiums 365  318  375  386  357
Other operating expenses 1,751  1,818  2,048  1,506  1,860
Non-interest expense 11,670  10,804  10,670  10,317  10,566
          
Income before income taxes 1,159  5,407  5,043  4,689  4,413
Income tax expense 315  1,346  1,280  1,166  1,319
          
Net income$844 $4,061 $3,763 $3,523 $3,094
          
Earnings per share ("EPS"):(2)         
Basic$0.11 $0.55 $0.51 $0.48 $0.42
Diluted$0.11 $0.55 $0.51 $0.48 $0.42
          
Average shares outstanding for basic EPS (2)(3) 7,399,816  7,376,227  7,324,133  7,327,345  7,332,090
Average shares outstanding for diluted EPS (2)(3) 7,449,110  7,420,926  7,383,529  7,407,483  7,407,613
          
(1) CECL was adopted effective 10/1/23. Prior periods were based on the incurred loss methodology.
(2) Calculation includes common stock and Series A preferred stock.
(3) Average shares outstanding before subtracting participating securities.
          
Note: Prior period information has been adjusted to conform to current period presentation.
          


HANOVER BANCORP, INC.
SELECTED FINANCIAL DATA (unaudited)
(dollars in thousands)
        
        
 Three Months Ended Six Months Ended
 6/30/2024 6/30/2023 6/30/2024 6/30/2023
Profitability:       
Return on average assets 0.15%  0.60%  0.44%  0.63%
Return on average equity (1) 1.77%  6.82%  5.20%  7.03%
Return on average tangible equity (1) 1.97%  7.64%  5.80%  7.88%
Pre-provision net revenue to average assets 0.94%  0.95%  0.99%  1.01%
Yield on average interest-earning assets 6.22%  5.65%  6.12%  5.56%
Cost of average interest-bearing liabilities 4.48%  3.52%  4.41%  3.25%
Net interest rate spread (2) 1.74%  2.13%  1.71%  2.31%
Net interest margin (3) 2.46%  2.68%  2.43%  2.85%
Non-interest expense to average assets 2.11%  2.04%  2.03%  2.13%
Operating efficiency ratio (4)  69.20%  68.26%  67.34%  67.82%
        
Average balances:       
Interest-earning assets$2,162,250  $2,020,393  $2,162,543  $1,939,536 
Interest-bearing liabilities 1,809,991   1,702,208   1,810,195   1,618,671 
Loans 2,014,820   1,798,651   1,999,448   1,782,753 
Deposits 1,773,205   1,692,045   1,807,924   1,648,109 
Borrowings 231,473   184,678   196,950   148,898 
        
        
(1) Includes common stock and Series A preferred stock.
(2) Represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(3) Represents net interest income divided by average interest-earning assets.
(4) Represents non-interest expense divided by the sum of net interest income and non-interest income excluding gain on sale of securities available for sale.
        


HANOVER BANCORP, INC.
SELECTED FINANCIAL DATA (unaudited)
(dollars in thousands, except share and per share data)
        
 At or For the Three Months Ended
 6/30/2024 3/31/2024 12/31/2023 9/30/2023
Asset quality:       
Provision for credit losses - loans (1)$3,850  $300  $200  $500 
Net (charge-offs)/recoveries (79)  (85)  677   (1,183)
Allowance for credit losses 23,644   19,873   19,658   14,686 
Allowance for credit losses to total loans (2) 1.17%  0.99%  1.00%  0.78%
Non-performing loans (3)$15,828  $14,878  $14,451  $15,061 
Non-performing loans/total loans 0.79%  0.74%  0.74%  0.80%
Non-performing loans/total assets 0.68%  0.64%  0.64%  0.70%
Allowance for credit losses/non-performing loans 149.38%  133.57%  136.03%  97.51%
        
Capital (Bank only):       
Tier 1 Capital$195,703  $195,889  $193,324  $190,928 
Tier 1 leverage ratio 8.89%  8.90%  9.08%  9.16%
Common equity tier 1 capital ratio 12.78%  12.99%  13.17%  13.55%
Tier 1 risk based capital ratio 12.78%  12.99%  13.17%  13.55%
Total risk based capital ratio 14.21%  14.19%  14.31%  14.60%
        
Equity data:       
Shares outstanding (4) 7,402,163   7,392,412   7,345,012   7,320,419 
Stockholders' equity$190,072  $189,543  $184,830  $185,907 
Book value per share (4) 25.68   25.64   25.16   25.40 
Tangible common equity (4) 170,625   170,080   165,351   166,412 
Tangible book value per share (4) 23.05   23.01   22.51   22.73 
Tangible common equity ("TCE") ratio (4) 7.38%  7.43%  7.35%  7.81%
        
(1) Excludes $190 thousand provision for credit losses on unfunded commitments for the quarter ended 6/30/24.
(2) Calculation excludes loans held for sale.
(3) Includes $0.1 million of Purchased Credit Impaired loans 90 days past due and still accruing and $0.4 million of loans fully guaranteed by the SBA at 9/30/23.
(4) Includes common stock and Series A preferred stock.
        
Note: Prior period information has been adjusted to conform to current period presentation.
     


HANOVER BANCORP, INC.
STATISTICAL SUMMARY
QUARTERLY TREND
(unaudited, dollars in thousands, except share data)
        
 6/30/2024 3/31/2024 12/31/2023 9/30/2023
        
Loan distribution (1):       
Residential mortgages$733,040  $730,017  $689,211  $630,374 
Multifamily 562,503   568,043   572,849   578,895 
Commercial real estate 549,725   556,708   561,183   550,334 
Commercial & industrial 139,209   123,419   107,912   87,575 
Home equity 27,992   26,879   25,631   26,959 
Consumer 485   449   413   425 
        
  Total loans$ 2,012,954  $ 2,005,515  $ 1,957,199  $ 1,874,562 
        
Sequential quarter growth rate 0.37%  2.47%  4.41%  2.80%
        
Loans sold during the quarter$35,302  $26,735  $29,740  $18,403 
        
Funding distribution:       
Demand$199,835  $202,934  $207,781  $185,731 
N.O.W. 661,998   708,897   661,276   503,704 
Savings 44,821   48,081   47,608   54,502 
Money market 571,170   493,123   465,732   461,057 
Total core deposits 1,477,824   1,453,035   1,382,397   1,204,994 
Time 464,105   464,227   522,198   530,076 
Total deposits 1,941,929   1,917,262   1,904,595   1,735,070 
Borrowings 148,953   148,953   128,953   179,849 
Subordinated debentures 24,662   24,648   24,635   24,621 
        
  Total funding sources$ 2,115,544  $ 2,090,863  $ 2,058,183  $ 1,939,540 
        
Sequential quarter growth rate - total deposits 1.29%  0.67%  9.77%  8.87%
        
Period-end core deposits/total deposits ratio 76.10%  75.79%  72.58%  69.45%
        
Period-end demand deposits/total deposits ratio 10.29%  10.58%  10.91%  10.70%
        
(1) Excluding loans held for sale
        


HANOVER BANCORP, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (1) (unaudited)
(dollars in thousands, except share and per share amounts)
          
          
 6/30/2024 3/31/2024 12/31/2023 9/30/2023 6/30/2023
Tangible common equity         
Total equity (2)$190,072  $189,543  $184,830  $185,907  $182,806 
Less: goodwill (19,168)  (19,168)  (19,168)  (19,168)  (19,168)
Less: core deposit intangible (279)  (295)  (311)  (327)  (344)
Tangible common equity (2)$170,625  $170,080  $165,351  $166,412  $163,294 
          
Tangible common equity ("TCE") ratio        
Tangible common equity (2)$170,625  $170,080  $165,351  $166,412  $163,294 
Total assets 2,331,098   2,307,508   2,270,060   2,149,632   2,121,783 
Less: goodwill (19,168)  (19,168)  (19,168)  (19,168)  (19,168)
Less: core deposit intangible (279)  (295)  (311)  (327)  (344)
Tangible assets$2,311,651  $2,288,045  $2,250,581  $2,130,137  $2,102,271 
TCE ratio (2) 7.38%  7.43%  7.35%  7.81%  7.77%
          
Tangible book value per share         
Tangible equity (2)$170,625  $170,080  $165,351  $166,412  $163,294 
Shares outstanding (2) 7,402,163   7,392,412   7,345,012   7,320,419   7,334,120 
Tangible book value per share (2)$23.05  $23.01  $22.51  $22.73  $22.26 
          
(1)  A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Company’s management believes the presentation of non-GAAP financial measures provide investors with a greater understanding of the Company’s operating results in addition to the results measured in accordance with U.S. GAAP. While management uses non-GAAP measures in its analysis of the Company’s performance, this information should not be viewed as a substitute for financial results determined in accordance with U.S. GAAP or considered to be more important than financial results determined in accordance with U.S. GAAP.
          
(2)  Includes common stock and Series A preferred stock.
 
          


HANOVER BANCORP, INC.
NET INTEREST INCOME ANALYSIS
For the Three Months Ended June 30, 2024 and 2023
(unaudited, dollars in thousands)
            
            
 2024 2023
 Average   Average Average   Average
 Balance Interest Yield/Cost
 Balance Interest Yield/Cost
            
Assets:           
Interest-earning assets:           
Loans$2,014,820 $31,124 6.21% $1,798,651 $25,581 5.70%
Investment securities 99,324  1,534 6.21%  15,885  198 5.00%
Interest-earning cash 36,633  497 5.46%  195,883  2,494 5.11%
FHLB stock and other investments 11,473  265 9.29%  9,974  186 7.48%
Total interest-earning assets 2,162,250  33,420 6.22%  2,020,393  28,459 5.65%
Non interest-earning assets:           
Cash and due from banks 7,979      8,240    
Other assets 51,106      53,511    
Total assets$2,221,335     $2,082,144    
            
Liabilities and stockholders' equity:           
Interest-bearing liabilities:           
Savings, N.O.W. and money market deposits$1,117,029 $12,667 4.56% $1,080,328 $9,905 3.68%
Time deposits 461,489  4,910 4.28%  437,202  3,214 2.95%
Total savings and time deposits 1,578,518  17,577 4.48%  1,517,530  13,119 3.47%
Borrowings 206,820  2,270 4.41%  160,079  1,501 3.76%
Subordinated debentures 24,653  326 5.32%  24,599  334 5.45%
Total interest-bearing liabilities 1,809,991  20,173 4.48%  1,702,208  14,954 3.52%
Demand deposits 194,687      174,515    
Other liabilities 25,039      23,490    
Total liabilities 2,029,717      1,900,213    
Stockholders' equity 191,618      181,931    
Total liabilities & stockholders' equity$2,221,335     $2,082,144    
Net interest rate spread    1.74%     2.13%
Net interest income/margin  $ 13,247 2.46%   $ 13,505 2.68%
            


HANOVER BANCORP, INC.
NET INTEREST INCOME ANALYSIS
For the Six Months Ended June 30, 2024 and 2023
(unaudited, dollars in thousands)
            
            
 2024 2023
 Average   Average Average   Average
 Balance Interest Yield/Cost
 Balance Interest Yield/Cost
            
Assets:           
Interest-earning assets:           
Loans$1,999,448 $60,861 6.12% $1,782,753 $49,522 5.60%
Investment securities 97,085  2,991 6.20%  16,145  396 4.95%
Interest-earning cash 55,652  1,511 5.46%  132,448  3,282 5.00%
FHLB stock and other investments 10,358  489 9.49%  8,190  319 7.85%
Total interest-earning assets 2,162,543  65,852 6.12%  1,939,536  53,519 5.56%
Non interest-earning assets:           
Cash and due from banks 7,962      9,020    
Other assets 50,523      53,762    
Total assets$2,221,028     $2,002,318    
            
Liabilities and stockholders' equity:           
Interest-bearing liabilities:           
Savings, N.O.W. and money market deposits$1,139,111 $25,600 4.52% $1,046,770 $17,697 3.41%
Time deposits 474,134  9,872 4.19%  423,003  5,597 2.67%
Total savings and time deposits 1,613,245  35,472 4.42%  1,469,773  23,294 3.20%
Borrowings 172,304  3,546 4.14%  124,305  2,128 3.45%
Subordinated debentures 24,646  652 5.32%  24,593  668 5.48%
Total interest-bearing liabilities 1,810,195  39,670 4.41%  1,618,671  26,090 3.25%
Demand deposits 194,679      178,336    
Other liabilities 26,499      24,385    
Total liabilities 2,031,373      1,821,392    
Stockholders' equity 189,655      180,926    
Total liabilities & stockholders' equity$2,221,028     $2,002,318    
Net interest rate spread    1.71%     2.31%
Net interest income/margin  $ 26,182 2.43%   $ 27,429 2.85%
            

Investor and Press Contact:
Lance P. Burke
Chief Financial Officer
(516) 548-8500


FAQ

What were Hanover Bancorp's Q2 2024 earnings?

Hanover Bancorp reported a net income of $0.8 million or $0.11 per diluted share for Q2 2024.

What is Hanover Bancorp's quarterly dividend for Q2 2024?

Hanover Bancorp declared a $0.10 per share cash dividend payable on August 14, 2024.

How did Hanover Bancorp's net interest income perform in Q2 2024?

Hanover Bancorp's net interest income was $13.2 million, a 2.4% increase from Q1 2024 but a 1.9% decrease from Q2 2023.

What was Hanover Bancorp's non-interest income in Q2 2024?

Hanover Bancorp's non-interest income reached a record high, increasing by 1.3% from the previous quarter.

How did Hanover Bancorp's core deposits change in Q2 2024?

Core deposits rose by $95.4 million since December 2023.

What is the status of Hanover Bancorp's loan portfolio for Q2 2024?

Loans totaled $2.01 billion, a net increase of $7.4 million from Q1 2024.

How did Hanover Bancorp's asset quality fare in Q2 2024?

Asset quality remained solid with non-performing loans at 0.79% of the total loan portfolio.

What is Hanover Bancorp's future expansion plan?

Hanover Bancorp plans to open a new branch in Port Jefferson, NY, expected to be operational in Q4 2024.

Hanover Bancorp, Inc.

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