UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from _______ to _______
(Exact Name of Company as Specified in its Charter)
(State of Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(
(Issuer’s Telephone Number including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading |
| Name of each exchange on which registered |
|
|
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.
☒ 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 (Section 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ 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 | ☐ |
☒ | 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
As of November 8, 2024 there were
2
PART I - FINANCIAL INFORMATION
Item 1 – Consolidated Financial Statements
PIONEER BANCORP, INC.
CONSOLIDATED STATEMENTS OF CONDITION (unaudited)
(in thousands, except share and per share amounts)
| September 30, |
| June 30, | |||
2024 | 2024 | |||||
Assets |
|
|
|
| ||
Cash and due from banks | $ | | $ | | ||
Federal funds sold |
| |
| | ||
Interest-earning deposits with banks |
| |
| | ||
Cash and cash equivalents |
| |
| | ||
Securities available for sale, at fair value |
| |
| | ||
Securities held to maturity, net of allowance for credit losses of $ |
| |
| | ||
Federal Reserve Bank of New York and Federal Home Loan Bank of New York stock |
| |
| | ||
Loans receivable | | | ||||
Allowance for credit losses | ( | ( | ||||
Net loans receivable |
| |
| | ||
Accrued interest receivable |
| |
| | ||
Premises and equipment, net |
| |
| | ||
Bank-owned life insurance |
| |
| | ||
Goodwill |
| |
| | ||
Other intangible assets, net |
| |
| | ||
Other assets |
| |
| | ||
Total assets | $ | | $ | | ||
Liabilities and Shareholders’ Equity |
|
|
|
| ||
Liabilities |
|
|
|
| ||
Deposits: |
|
|
|
| ||
Non-interest bearing deposits | $ | | $ | | ||
Interest bearing deposits |
| |
| | ||
Total deposits |
| |
| | ||
Mortgagors’ escrow deposits |
| |
| | ||
Other liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
Commitments and contingent liabilities – See Note 9 | ||||||
Shareholders’ Equity |
|
|
|
| ||
Preferred stock ($ | ||||||
Common stock ($ | | | ||||
Additional paid in capital | | | ||||
Retained earnings |
| |
| | ||
Unallocated common stock of Employee Stock Ownership Plan (“ESOP”) |
| ( |
| ( | ||
Accumulated other comprehensive income |
| |
| | ||
Total shareholders’ equity |
| |
| | ||
Total liabilities and shareholders’ equity | $ | | $ | |
See accompanying notes to unaudited consolidated financial statements.
3
PIONEER BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except share and per share amounts)
For the Three Months Ended | ||||||
September 30, | ||||||
| 2024 |
| 2023 | |||
Interest and dividend income: |
|
|
|
| ||
Loans | $ | | $ | | ||
Securities |
| |
| | ||
Interest-earning deposits with banks and other |
| |
| | ||
Total interest and dividend income |
| |
| | ||
Interest expense: |
|
|
|
| ||
Deposits |
| |
| | ||
Borrowings and other |
| |
| | ||
Total interest expense |
| |
| | ||
Net interest income |
| |
| | ||
Provision for credit losses |
| ( |
| | ||
Net interest income after provision for credit losses |
| |
| | ||
Noninterest income: |
|
|
|
| ||
Bank fees and service charges |
| |
| | ||
Insurance and wealth management services |
| |
| | ||
Net gain on equity securities |
| — |
| | ||
Net gain on securities available for sale transactions | | — | ||||
Other |
| |
| | ||
Total noninterest income |
| |
| | ||
Noninterest expense: |
|
|
|
| ||
Salaries and employee benefits |
| |
| | ||
Net occupancy and equipment |
| |
| | ||
Data processing |
| |
| | ||
Advertising and marketing |
| |
| | ||
Insurance premiums | | | ||||
Federal Deposit Insurance Corporation insurance premiums |
| |
| | ||
Professional fees | | | ||||
Other |
| |
| | ||
Total noninterest expense |
| |
| | ||
Income before income taxes |
| |
| | ||
Income tax expense |
| |
| | ||
Net income | $ | | $ | | ||
Net earnings per common share: | ||||||
Basic | $ | | $ | | ||
Diluted | $ | | $ | | ||
Weighted average shares outstanding – basic | | | ||||
Weighted average shares outstanding – diluted | | |
See accompanying notes to unaudited consolidated financial statements.
4
PIONEER BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
(in thousands)
For the Three Months Ended | ||||||
September 30, | ||||||
| 2024 |
| 2023 | |||
Net income | $ | | $ | | ||
Other comprehensive income: |
|
|
|
| ||
Unrealized gains on securities: |
|
|
|
| ||
Unrealized holding gains arising during the period |
| |
| | ||
Reclassification adjustment for gains included in net income |
| ( |
| — | ||
| |
| | |||
Tax expense |
| |
| | ||
| |
| | |||
Defined benefit plan: |
|
|
|
| ||
Change in funded status of defined benefit plans |
| — |
| — | ||
Reclassification adjustment for amortization of net actuarial gain |
| — |
| — | ||
| — |
| — | |||
Tax expense |
| — |
| — | ||
| — |
| — | |||
Total other comprehensive income |
| |
| | ||
Comprehensive income | $ | | $ | |
See accompanying notes to unaudited consolidated financial statements.
5
PIONEER BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)
(in thousands, except share amounts)
Additional | Unallocated | Accumulated Other | Total | ||||||||||||||||||
Common Stock | Paid-in | Retained | Common | Comprehensive | Shareholders’ | ||||||||||||||||
| Shares | Amount |
| Capital |
| Earnings |
| Stock of ESOP |
| Loss |
| Equity | |||||||||
Balance as of July 1, 2023 | | $ | | $ | | $ | | ( | $ | ( | $ | | |||||||||
Cumulative effect of change in accounting principle - Current Expected Credit Losses (1) | — | — | — | | — | — | | ||||||||||||||
Net income | — | — | — | | — | — | | ||||||||||||||
Other comprehensive income | — | — | — |
| — |
| — |
| |
| | ||||||||||
ESOP shares committed to be released ( | — | — | ( | — | | — | | ||||||||||||||
Balance as of September 30, 2023 | | $ | | $ | | $ | | $ | ( | $ | ( | $ | |
Additional | Unallocated | Accumulated Other | Total | ||||||||||||||||||
Common Stock | Paid-in | Retained | Common | Comprehensive | Shareholders’ | ||||||||||||||||
Shares | Amount |
| Capital |
| Earnings |
| Stock of ESOP |
| Income |
| Equity | ||||||||||
Balance as of July 1, 2024 | | $ | | $ | | $ | | $ | ( | $ | | $ | | ||||||||
Net income | — | — | — | | — | — | | ||||||||||||||
Other comprehensive income | — | — | — |
| — |
| — |
| |
| | ||||||||||
ESOP shares committed to be released ( | — | — | ( | — | | — | | ||||||||||||||
Stock-based compensation expense | — | — | | — | — | — | | ||||||||||||||
Repurchases of common stock | ( | ( | — | ( | — | — | ( | ||||||||||||||
Balance as of September 30, 2024 | | $ | | $ | | $ | | $ | ( | $ | | $ | | ||||||||
(1) |
See accompanying notes to unaudited consolidated financial statements.
6
PIONEER BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
For the Three Months Ended | ||||||
September 30, | ||||||
| 2024 |
| 2023 | |||
Cash flows from operating activities: |
|
|
|
| ||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
| ||
Depreciation and amortization |
| |
| | ||
Provision for credit losses |
| ( |
| | ||
Net accretion on securities |
| ( |
| ( | ||
ESOP compensation | | | ||||
Loss on bank-owned life insurance |
| |
| | ||
Net gain on sale or write-down of other real estate owned |
| ( |
| — | ||
Proceeds from sale of loans |
| |
| — | ||
Net gain on sale of loans |
| ( |
| — | ||
Loss on sale, disposal or write-down of premise and equipment, net | | — | ||||
Net gain on equity securities |
| — |
| ( | ||
Net gain on securities available for sale transactions | ( | — | ||||
Stock-based compensation expense | | — | ||||
Deferred tax expense |
| |
| | ||
(Increase) decrease in accrued interest receivable |
| ( |
| | ||
Increase in other assets |
| ( |
| ( | ||
(Decrease) increase in other liabilities |
| ( |
| | ||
Changes in operating leases | | | ||||
Net cash provided by operating activities |
| |
| | ||
Cash flows from investing activities: |
|
|
|
| ||
Proceeds from maturities, paydowns and calls of securities available for sale |
| |
| | ||
Proceeds from sales of securities available for sale |
| |
| — | ||
Purchases of securities available for sale |
| ( |
| ( | ||
Proceeds from maturities and paydowns of securities held to maturity |
| |
| | ||
Purchases of securities held to maturity |
| ( |
| ( | ||
Net purchases of FHLBNY and FRBNY stock |
| ( |
| ( | ||
Net increase in loans receivable |
| ( |
| ( | ||
Purchases of premises and equipment |
| ( |
| ( | ||
Proceeds from sale of other real estate owned |
| |
| — | ||
Cash paid for acquisitions | — | ( | ||||
Net cash used in investing activities |
| ( |
| ( | ||
Cash flows from financing activities: |
|
|
|
| ||
Net increase in deposits |
| |
| | ||
Net decreases in mortgagors’ escrow deposits |
| ( |
| ( | ||
Payments on acquisition contingent consideration | ( | — | ||||
Repurchase of common stock | ( | — | ||||
Repayment of finance lease liability | ( | ( | ||||
Net cash provided by financing activities |
| |
| | ||
Net increase in cash and cash equivalents |
| |
| | ||
Cash and cash equivalents at beginning of period |
| |
| | ||
Cash and cash equivalents at end of period | $ | | $ | | ||
Supplemental disclosure of cash flow information: |
|
|
| |||
Cash paid during the period for: |
|
|
|
| ||
Interest | $ | | $ | | ||
Income taxes | $ | | $ | | ||
Non-cash investing and financing activity: |
|
|
| |||
Acquisition contingent consideration payable | $ | — | $ | |
See accompanying notes to unaudited consolidated financial statements.
7
PIONEER BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024
1.NATURE OF OPERATIONS
Pioneer Bancorp, Inc. (the “Company”) is a mid-tier stock holding company whose wholly owned subsidiary is Pioneer Bank, National Association (the “Bank”). The Bank’s wholly owned subsidiaries are Pioneer Commercial Bank, Pioneer Insurance Agency, Inc. and Pioneer Financial Services, Inc. On September 16, 2024, the Office of the Comptroller of the Currency (the “OCC”) approved the merger of Pioneer Commercial Bank with and into the Bank with the Bank as the resulting entity (the “Commercial Bank Merger”). The Commercial Bank Merger closed on October 1, 2024. Following the completion of the Commercial Bank Merger, the Bank now directly offers full municipal deposit banking services which were previously provided through Pioneer Commercial Bank.
The Company provides diversified financial services through the Bank and its subsidiaries, with
The interim financial data as of September 30, 2024 and for the three months ended September 30, 2024 and 2023, respectively, is unaudited and reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented in conformance with accounting principles generally accepted in the United States of America (“GAAP”). On October 18, 2024, the Company announced it would change its fiscal year end from June 30 to December 31 of each calendar year. The results of operations for the three months ended September 30, 2024 are not necessarily indicative of the results to be achieved for the remainder of the six month transition period ending December 31, 2024 or any other period.
These unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, for the year ended June 30, 2024.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, the Bank, and the Bank’s wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ substantially from those estimates. The allowance for credit losses, valuation of securities and other financial instruments, the funded status and expense of employee benefit plans, legal proceedings and other contingent liabilities, and the realizability of deferred tax assets are particularly subject to change.
Reclassifications
Amounts in the prior period’s consolidated financial statements are reclassified whenever necessary to conform to the current period’s presentation.
8
Impact of Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09 – Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, to provide more transparency about income tax information through improvements to income tax disclosures. Specifically, the update requires enhancements to the rate reconciliation, including disclosure of specific categories and additional information for reconciling items meeting a quantitative threshold, and greater disaggregation of income tax disclosures related to income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The Company does not expect this new standard will have a material impact on the consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07 – Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, to improve the reportable segment disclosures by requiring disclosure of incremental segment information on an annual and interim basis. In addition, the amendments will enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The ASU does not change how a public entity identifies its operating segments or determines its reportable segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in this ASU are effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company does not expect this new standard will have a material impact on the consolidated financial statements.
3.ACQUISITIONS
On July 13, 2023, the Company, through its subsidiary, Pioneer Financial Services, Inc., completed the acquisition of certain assets of Hudson Financial LLC, a company engaged in the wealth management services business in the Hudson Valley Region of New York. The Company paid an aggregate of $
9
4.INVESTMENT SECURITIES
The amortized cost and estimated fair value of securities available for sale are as follows (dollars in thousands):
Gross | Gross | |||||||||||
Amortized | Unrealized | Unrealized | Estimated | |||||||||
| Cost |
| Gains |
| Losses |
| Fair Value | |||||
September 30, 2024 |
|
|
|
|
|
| ||||||
U.S. Treasury | $ | | $ | | $ | ( | $ | | ||||
Mortgage-backed securities: | ||||||||||||
U.S. Government agency securities | | — | ( | | ||||||||
Collateralized mortgage obligations: | ||||||||||||
U.S. Government agency securities | | | — | | ||||||||
Government-sponsored enterprises | | — | ( | | ||||||||
Municipal obligations |
| |
| |
| — |
| | ||||
Total available for sale securities | $ | | $ | | $ | ( | $ | | ||||
June 30, 2024 | ||||||||||||
U.S. Treasury | $ | | $ | | $ | ( | $ | | ||||
Municipal obligations |
| |
| |
| ( |
| | ||||
Other debt securities | | | ( | | ||||||||
Total available for sale securities | $ | | $ | | $ | ( | $ | |
The Company elected to exclude accrued interest receivable from the amortized cost basis of debt securities. Accrued interest receivable on available for sale debt securities totaled $
There was
The amortized cost and estimated fair value of securities held to maturity are as follows (dollars in thousands):
Gross | Gross | |||||||||||||||||
Amortized | Unrealized | Unrealized | Estimated | Allowance for | Net Carrying | |||||||||||||
| Cost |
| Gains |
| Losses |
| Fair Value |
| Credit Losses |
| Value | |||||||
September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Corporate debt securities | $ | | | ( | $ | | $ | | $ | | ||||||||
Municipal obligations | | — | ( | | — | | ||||||||||||
Total held to maturity securities | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||
June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Corporate debt securities | $ | | $ | | $ | ( | $ | | $ | | $ | | ||||||
Municipal obligations | | — | ( | | — | | ||||||||||||
Total held to maturity securities | $ | | $ | | $ | ( | $ | | $ | | $ | |
Accrued interest receivable on held to maturity debt securities totaled $
There were
10
The following tables present the activity in the allowance for credit losses on securities held to maturity (dollars in thousands):
| For the Three Months Ended September 30, 2024 | ||||||||||||||
Beginning | Ending | ||||||||||||||
| Balance |
| Provisions |
| Charge-offs |
| Recoveries |
| Balance | ||||||
Corporate debt securities | $ | | $ | ( | $ | $ | $ | | |||||||
Municipal obligations | |||||||||||||||
Total allowance for credit losses on securities held to maturity | $ | | $ | ( | $ | $ | $ | |
| For the Three Months Ended September 30, 2023 | ||||||||||||||
Beginning |
| Ending | |||||||||||||
| Balance |
| Provisions |
| Charge-offs |
| Recoveries |
| Balance | ||||||
Corporate debt securities | $ | $ | $ | $ | $ | ||||||||||
Municipal obligations |
|
|
|
|
| ||||||||||
Total allowance for credit losses on securities held to maturity | $ | $ | $ | $ | $ |
The estimated fair value and gross unrealized losses aggregated by security category and length of time such securities have been in a continuous unrealized loss position, is summarized as follows (dollars in thousands):
September 30, 2024 | ||||||||||||||||||
Less than 12 Months | 12 Months or Longer | Total | ||||||||||||||||