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Benefit Plans | 12 Months Ended
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Jun. 30, 2024
Retirement Benefits [Abstract] |
Benefit Plans | Benefit Plans Components of Net Periodic Expense The following table sets forth the aggregate net periodic benefit expense for the Bank’s Benefit Equalization Plan, Postretirement Welfare Plan, Directors’ Consultation and Retirement Plan, Atlas Bank Retirement Income Plan and Supplemental Executive Retirement Plan:
| Year Ended June 30, |  | Affected Line Item in the Consolidated Statements of Income
| 2024 |  | 2023 |  | 2022 |
| (In Thousands) |  |
Service cost | $ | 77 |  |  | $ | 281 |  |  | $ | 547 |  |  | Salaries and employee benefits
Interest cost | 369 |  |  | 369 |  |  | 279 |  |  | Other expense
(Accretion) amortization of unrecognized (gain) loss | (58) |  |  | (24) |  |  | 80 |  |  | Other expense
Expected return on assets | (92) |  |  | (99) |  |  | (110) |  |  | Other expense
Net periodic benefit cost | $ | 296 |  |  | $ | 527 |  |  | $ | 796 |  |  |
The other components of net periodic benefit cost are required to be presented in the Consolidated Statements of Income separately from the service cost component. The table above details the affected line items within the Consolidated Statements of Income related to the net periodic benefit costs for the periods noted. ESOP In conjunction to the Company’s initial public stock offering in February 2005, the Bank established an ESOP for all eligible employees. The ESOP purchased 2,409,764 shares of Company’s common stock with proceeds of a loan from the Company to the ESOP. In connection with the completion of the Company’s mutual to stock conversion in May 2015, the ESOP purchased an additional 3,612,500 shares of the Company’s common stock at a price of $10.00 per share with the proceeds of a new loan from the Company to the ESOP. The Company refinanced the outstanding principal and interest balance of $3.8 million and borrowed an additional $36.1 million to purchase the additional shares. The Company makes discretionary contributions to the ESOP equaling principal and interest payments owed on the ESOP’s loan to the Company. Such payments may be reduced by the amount of dividends paid on shares of the Company’s common stock held by the ESOP. The outstanding loan principal balance at June 30, 2024 was $24.5 million. ESOP shares pledged as collateral are initially recorded as unearned ESOP shares in the Consolidated Statements of Financial Condition. ESOP compensation expense was approximately $2.8 million, $1.9 million and $2.5 million for the years ended June 30, 2024, 2023 and 2022, respectively, representing the fair value of shares allocated or committed to be released during the year. At June 30, 2024 and 2023, the ESOP shares were as follows:
| June 30,
| 2024 |  | 2023
| (In Thousands)
Shares purchased by ESOP | 6,022 |  |  | 6,022 |
Less: Shares allocated | 3,764 |  |  | 3,564 |
Less: Shares committed to be released | 100 |  |  | 100 |
Remaining unearned ESOP shares | 2,158 |  |  | 2,358 |
Fair value of unearned ESOP shares | $ | 13,272 |  |  | $ | 16,624 |
Employee Stock Ownership Plan Benefit Equalization Plan (“ESOP BEP”) The Bank has a non-qualified plan to compensate its executive officers who participate in the Bank’s ESOP for certain benefits lost under such plan by reason of benefit limitations imposed by the Internal Revenue Code (“IRC”). The ESOP BEP expense was approximately $12,000, $17,000 and $40,000 for the years ended June 30, 2024, 2023 and 2022, respectively. The liability totaled approximately $13,000 and $16,000 at June 30, 2024 and 2023, respectively. Employees’ Savings and Profit Sharing Plan The Bank sponsors the Employees’ Savings and Profit Sharing Plan and Trust (the “Plan”), pursuant to Section 401(k) of the Internal Revenue Code, for all eligible employees. Employees may elect to contribute up to 75% of their compensation subject to the limitations imposed by the Internal Revenue Code. The Bank will contribute a matching contribution up to 3.5% of an eligible employee’s salary deferral contribution, provided the eligible employee has contributed 6%. The Plan expense amounted to approximately $1.4 million for the years ended June 30, 2024, 2023 and 2022, respectively. Multi-Employer Retirement Plan The Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions (“The Pentegra DB Plan”), a tax-qualified defined-benefit pension plan. The Pentegra DB Plan’s Employer Identification Number is 13-5645888 and the Plan Number is 001. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan under the Employee Retirement Income Security Act of 1974 and the IRC. There are no collective bargaining agreements in place that require contributions to the Pentegra DB Plan. The Pentegra DB Plan is a single plan under Internal Revenue Code Section 413(c) and, as a result, all of the assets stand behind all of the liabilities. Accordingly, under the Pentegra DB Plan contributions made by a participating employer may be used to provide benefits to participants of other participating employers. The Pentegra DB Plan is non-contributory and covers all eligible employees. In April 2007, the Board of Directors of the Bank approved, effective July 1, 2007, freezing all future benefit accruals under the Pentegra DB Plan. Funded status (market value of plan assets divided by funding target) of the Pentegra DB Plan based on valuation reports as of July 1, 2023 and 2022 was 98.87% and 103.17%, respectively. Total contributions, made to the Pentegra DB Plan, which include contributions from all participating employers and not just the Company, as reported on Form 5500, were $151.8 million and $142.4 million for the plan years ended June 30, 2023 and 2022, respectively. The Bank’s contributions to the Pentegra DB Plan were not more than 5% of the total contributions to the Pentegra DB Plan. During the years ended June 30, 2024, 2023 and 2022, the total expense recorded for the Pentegra DB Plan was approximately $172,000, $180,000 and $372,000, respectively. Atlas Bank Retirement Income Plan (“ABRIP”) Through the merger with Atlas Bank, the Company acquired a non-contributory defined benefit pension plan covering all eligible employees of Atlas Bank. Effective January 31, 2013, the ABRIP was frozen by Atlas Bank. All benefits for eligible participants accrued in the ABRIP to the freeze date have been retained. The benefits are based on years of service and employee’s compensation. The ABRIP is funded in conformity with funding requirements of applicable government regulations. The following tables set forth the ABRIP’s funded status and net periodic benefit cost:
| June 30,
| 2024 |  | 2023
| (In Thousands)
Change in benefit obligation: |  |  |
Projected benefit obligation - beginning | $ | 1,700 |  |  | $ | 1,816 |
Interest cost | 81 |  |  | 78 |
Actuarial gain | (51) |  |  | (46) |
Benefit payments | (160) |  |  | (148) |
Projected benefit obligation - ending | $ | 1,570 |  |  | $ | 1,700 |
Change in plan assets: |  |  |
Fair value of assets - beginning | $ | 2,717 |  |  | $ | 2,907 |
Actual return on assets | 92 |  |  | (42) |
Benefit payments | (160) |  |  | (148) |
Fair value of assets - ending | $ | 2,649 |  |  | $ | 2,717 |
Reconciliation of funded status: |  |  |
Projected benefit obligation | $ | (1,570) |  |  | $ | (1,700) |
Fair value of assets | 2,649 |  |  | 2,717 |
Funded status included in other assets | $ | 1,079 |  |  | $ | 1,017 |
Accumulated benefit obligation | $ | (1,570) |  |  | $ | (1,700) |
Valuation assumptions |  |  |
Discount rate | 5.50 | % |  | 5.00 | %
Salary increase rate | N/A |  | N/A
| Years Ended June 30,
| 2024 |  | 2023 |  | 2022
| (In Thousands)
Net periodic benefit cost: |  |  |  |  |
Interest cost | $ | 81 |  |  | $ | 78 |  |  | $ | 62 |
Expected return on assets | (93) |  |  | (99) |  |  | (110) |
Amortization of net loss | 42 |  |  | 28 |  |  | 21 |
Total expense (benefit) | $ | 30 |  |  | $ | 7 |  |  | $ | (27) |
Valuation assumptions |  |  |  |  |
Discount rate | 5.00 | % |  | 4.50 | % |  | 3.00 | %
Long term rate of return on plan assets | 3.50 | % |  | 3.50 | % |  | 3.50 | %
The Bank does not expect to contribute to the ABRIP in the year ending June 30, 2025. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
| Benefit Payments
| (In Thousands)
Years ending June 30: |
2025 | $ | 150 |
2026 | 151 |
2027 | 147 |
2028 | 143 |
2029 | 138 |
2030-2034 | 619 |
At June 30, 2024 and 2023, unrecognized net loss of $528,000 and $475,000, respectively, was included in accumulated other comprehensive income (loss). The assets of the ABRIP are invested in a Guaranteed Deposit Fund (“GDF”) with Prudential Financial, Inc. The GDF is a group annuity fund invested in public and private-issue debt securities through various sub-accounts. The underlying assets are valued based on quoted prices for similar assets with similar terms and other observable market data and have no redemption restrictions. The investments in the plan were monitored to ensure that they complied with the investment policies set forth in the plan document. The plan’s assets were reviewed periodically by management, which included an analysis of the asset allocation and the performance of the GDF prepared by Prudential Financial, Inc. The overall investment objective of the ABRIP is to ensure safety of principal and seek an attractive rate of return. The GDF utilizes a full spectrum of fixed income asset classes to provide the opportunity to maximize portfolio returns and diversification. The fair value of the ABRIP’s assets at June 30, 2024 and 2023 by asset category (see Note 18 for the definitions of levels), are as follows:
| June 30, 2024
| Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Total
| (In Thousands)
Prudential Guaranteed Deposit Fund | $ | — |  |  | $ | 2,649 |  |  | $ | — |  |  | $ | 2,649 |
| June 30, 2023
| Quoted Prices in Active Markets for Identical Assets (Level 1) |  | Significant Other Observable Inputs (Level 2) |  | Significant Unobservable Inputs (Level 3) |  | Total
| (In Thousands)
Prudential Guaranteed Deposit Fund | $ | — |  |  | $ | 2,717 |  |  | $ | — |  |  | $ | 2,717 |
Benefit Equalization Plan (“BEP”) The Bank has an unfunded non-qualified plan to compensate executive officers of the Bank who participate in the Bank’s qualified defined benefit plan for certain benefits lost under such plans by reason of benefit limitations imposed by Sections 415 and 401 of the IRC. There were approximately $246,000, $244,000 and $241,000 in contributions made to and benefits paid under the BEP during each of the years ended June 30, 2024, 2023 and 2022, respectively. The following tables set forth the BEP’s funded status and components of net periodic benefit cost:
| June 30,
| 2024 |  | 2023
| (In Thousands)
Change in benefit obligation: |  |  |
Projected benefit obligation - beginning | $ | 2,425 |  |  | $ | 2,592 |
Interest cost | 115 |  |  | 111 |
Actuarial gain | (40) |  |  | (34) |
Benefit payments | (246) |  |  | (244) |
Projected benefit obligation - ending | $ | 2,254 |  |  | $ | 2,425 |
Change in plan assets: |  |  |
Fair value of assets - beginning | $ | — |  |  | $ | — |
Contributions | 246 |  |  | 244 |
Benefit payments | (246) |  |  | (244) |
Fair value of assets - ending | $ | — |  |  | $ | — |
Reconciliation of funded status: |  |  |
Accumulated benefit obligation | $ | (2,254) |  |  | $ | (2,425) |
Projected benefit obligation | $ | (2,254) |  |  | $ | (2,425) |
Fair value of assets | — |  |  | — |
Funded status included in other liabilities | $ | (2,254) |  |  | $ | (2,425) |
Valuation assumptions |  |  |
Discount rate | 5.50 | % |  | 5.00 | %
Salary increase rate | N/A |  | N/A
| Years Ended June 30,
| 2024 |  | 2023 |  | 2022
| (In Thousands)
Net periodic benefit cost: |  |  |  |  |
Interest cost | $ | 115 |  |  | $ | 111 |  |  | $ | 86 |
Amortization of net actuarial loss | 42 |  |  | 46 |  |  | 71 |
Total expense | $ | 157 |  |  | $ | 157 |  |  | $ | 157 |
Valuation assumptions |  |  |  |  |
Discount rate | 5.00 | % |  | 4.50 | % |  | 3.00 | %
Salary increase rate | N/A |  | N/A |  | N/A
It is estimated that contributions of approximately $243,000 will be made during the year ending June 30, 2025. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
| Benefit Payments
| (In Thousands)
Years ending June 30: |
2025 | $ | 243 |
2026 | 238 |
2027 | 232 |
2028 | 225 |
2029 | 218 |
2030-2034 | 973 |
In April 2007, the Board of Directors of the Bank approved, effective July 1, 2007, freezing all future benefit accruals under the BEP related to the Bank’s defined benefit pension plan. At June 30, 2024 and 2023, unrecognized net loss of $544,000 and $626,000, respectively, was included in accumulated other comprehensive income (loss). Postretirement Welfare Plan The Bank has an unfunded postretirement group term life insurance plan covering all eligible employees. The benefits are based on age and years of service. During the years ended June 30, 2024, 2023 and 2022, contributions and benefits paid totaled $13,000, $13,000 and $12,000, respectively. The following tables set forth the accrued accumulated postretirement benefit obligation and the net periodic benefit cost:
| June 30,
| 2024 |  | 2023
| (In Thousands)
Change in benefit obligation: |  |  |
Projected benefit obligation - beginning | $ | 1,036 |  |  | $ | 1,085 |
Service cost | 79 |  |  | 95 |
Interest cost | 50 |  |  | 48 |
Actuarial gain | (90) |  |  | (214) |
Premiums/claims paid | (13) |  |  | (13) |
Plan amendments | — |  |  | 35 |
Projected benefit obligation - ending | $ | 1,062 |  |  | $ | 1,036 |
Change in plan assets: |  |  |
Fair value of assets - beginning | $ | — |  |  | $ | — |
Contributions | 13 |  |  | 13 |
Premiums/claims paid | (13) |  |  | (13) |
Fair value of assets - ending | $ | — |  |  | $ | — |
Reconciliation of funded status: |  |  |
Projected benefit obligation | $ | (1,062) |  |  | $ | (1,036) |
Fair value of assets | — |  |  | — |
Funded status included in other liabilities | $ | (1,062) |  |  | $ | (1,036) |
Valuation assumptions |  |  |
Discount rate | 5.50 | % |  | 5.00 | %
Salary increase rate | 3.25 | % |  | 3.25 | %
| Years Ended June 30,
| 2024 |  | 2023 |  | 2022
| (In Thousands)
Net periodic benefit cost: |  |  |  |  |
Service cost | $ | 79 |  |  | $ | 95 |  |  | $ | 116 |
Interest cost | 50 |  |  | 48 |  |  | 33 |
Amortization of net actuarial gain | (42) |  |  | (28) |  |  | (12) |
Total expense | $ | 87 |  |  | $ | 115 |  |  | $ | 137 |
Valuation assumptions |  |  |  |  |
Discount rate | 5.00 | % |  | 4.50 | % |  | 3.00 | %
Salary increase rate | 3.25 | % |  | 3.25 | % |  | 3.25 | %
It is estimated that contributions of approximately $59,000 will be made during the year ending June 30, 2025. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
| Benefit Payments
| (In Thousands)
Years ending June 30: |
2025 | $ | 59 |
2026 | 72 |
2027 | 80 |
2028 | 98 |
2029 | 113 |
2030-2034 | 572 |
At June 30, 2024 and 2023, unrecognized net gain of $576,000 and $529,000, respectively, were included in accumulated other comprehensive income (loss). Directors’ Consultation and Retirement Plan (“DCRP”) The Bank has an unfunded retirement plan for non-employee directors. The benefits are payable based on term of service as a director. In December 2015, the Board of Directors of the Bank approved freezing all future benefit accruals under the DCRP effective December 31, 2015. During the years ended June 30, 2024, 2023 and 2022, contributions and benefits paid totaled $49,000, $49,000 and $49,000, respectively. The following table sets forth the DCRP’s funded status and components of net periodic cost:
| June 30,
| 2024 |  | 2023
| (In Thousands)
Change in benefit obligation: |  |  |
Projected benefit obligation - beginning | $ | 2,520 |  |  | $ | 2,646 |
Interest cost | 124 |  |  | 117 |
Actuarial gain | (181) |  |  | (194) |
Benefit payments | (49) |  |  | (49) |
Projected benefit obligation - ending | $ | 2,414 |  |  | $ | 2,520 |
Change in plan assets: |  |  |
Fair value of assets - beginning | $ | — |  |  | $ | — |
Contributions | 49 |  |  | 49 |
Benefit payments | (49) |  |  | (49) |
Fair value of assets - ending | $ | — |  |  | $ | — |
Reconciliation of funded status: |  |  |
Accumulated benefit obligation | $ | (2,414) |  |  | $ | (2,520) |
Projected benefit obligation | $ | (2,414) |  |  | $ | (2,520) |
Fair value of assets | — |  |  | — |
Funded status included in other liabilities | $ | (2,414) |  |  | $ | (2,520) |
Valuation assumptions |  |  |
Discount rate | 5.50 | % |  | 5.00 | %
Salary increase rate | N/A |  | N/A
| Years Ended June 30,
| 2024 |  | 2023 |  | 2022
| (In Thousands)
Net periodic benefit cost: |  |  |  |  |
Interest cost | $ | 124 |  |  | $ | 117 |  |  | $ | 92 |
Amortization of net actuarial gain | (99) |  |  | (69) |  |  | — |
Total expense | $ | 25 |  |  | $ | 48 |  |  | $ | 92 |
Valuation assumptions |  |  |  |  |
Discount rate | 5.00 | % |  | 4.50 | % |  | 3.00 | %
Salary increase rate | N/A |  | N/A |  | N/A
It is estimated that contributions of approximately $101,000 will be made during the year ending June 30, 2025. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
| Benefit Payments
| (In Thousands)
Years ending June 30: |
2025 | $ | 101 |
2026 | 122 |
2027 | 143 |
2028 | 163 |
2029 | 213 |
2030-2034 | 1,334 |
At June 30, 2024 and 2023, unrecognized net gain of $922,000 and $840,000, respectively, was included in accumulated other comprehensive income (loss). Supplemental Executive Retirement Plan (“SERP”) On June 16, 2021, the Bank approved the SERP, effective as of July 1, 2021. The SERP is a non-qualified deferred compensation plan which provides participants with a retirement benefit equal to the present value of an annual benefit of 50% of the participant’s highest annual base salary. In December 2022, the Board of Directors of the Bank approved freezing all future benefit accruals under the SERP effective December 31, 2022. The following tables set forth the SERP’s funded status and net periodic benefit cost:
| June 30,
| 2024 |  | 2023
| (In Thousands)
Change in benefit obligation: |  |  |
Projected benefit obligation - beginning | $ | 633 |  |  | $ | 437 |
Service cost | — |  |  | 185 |
Interest cost | — |  |  | 11 |
Projected benefit obligation - ending | $ | 633 |  |  | $ | 633 |
Reconciliation of funded status: |  |  |
Projected benefit obligation | $ | (633) |  |  | $ | (633) |
Fair value of assets | — |  |  | — |
Funded status included in other liabilities | $ | (633) |  |  | $ | (633) |
Valuation assumptions |  |  |
Discount rate | — | % |  | 3.00 | %
Salary increase rate | N/A |  | N/A
| Year Ended June 30,
| 2024 |  | 2023 |  |
| (In Thousands)
Net periodic benefit cost: |  |  |  |  |
Service cost | $ | — |  |  | $ | 185 |  |  |
Interest cost | — |  |  | 11 |  |  |
Total expense | $ | — |  |  | $ | 196 |  |  |
Valuation assumptions |  |  |  |  |
Discount rate | — | % |  | 3.00 | % |  |
Salary increase rate | — | % |  | 4.00 | % |  |
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
| Benefit Payments
| (In Thousands)
Years ending June 30: |
2025 | $ | — |
2026 | — |
2027 | — |
2028 | — |
2029 | — |
2030-2034 | 633 |

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