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BASIS OF PRESENTATION
9 Months Ended
Sep. 30, 2025
BASIS OF PRESENTATION  
BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

Seneca Financial Corp. (the “Company”) was a federally chartered mid-tier stock holding company and was formed in connection with the conversion of Seneca Federal Savings and Loan Association (the “Bank”) into the mutual holding company form of organization in October 2017, as a subsidiary of Seneca Financial MHC (the “Mutual Holding Company”), a federally chartered mutual holding company. The Mutual Holding Company activity is not included in the accompanying consolidated financial statements. The Bank was a wholly owned subsidiary of the Company. The same directors and officers who manage the Bank, also manage the Company and the Mutual Holding Company.

On May 8, 2025, the Board of Directors adopted a Plan of Conversion and Reorganization, pursuant to which the Mutual Holding Company converted from the mutual holding company structure to the stock holding company structure (the “Conversion”). The Conversion was completed on October 15, 2025. In connection with the Conversion, the Bank converted its charter from that of a federal savings association to a national bank and changed its name from “Seneca Savings” to “Seneca Savings Bank, National Association.” Upon completion of the Conversion, the Mutual Holding Company and the Company ceased to exist and Seneca Bancorp, Inc., a Maryland corporation, became the successor holding company to the Company and the stock holding company of the Bank. The Conversion was accomplished by the merger of the Mutual Holding Company with and into the Company, followed by the merger of the Company with and into Seneca Bancorp, Inc. References to the Company and the Bank refer to Seneca Bancorp, Inc. and Seneca Savings Bank, National Association, respectively, on and after October 15, 2025.

Upon completion of the Conversion, the outstanding shares of the Company common stock owned by stockholders of the Company other than the Mutual Holding Company were converted into shares of Seneca Bancorp, Inc. common stock based on an exchange ratio of 0.9684 of a share of Seneca Bancorp, Inc. common stock for each share of Company common stock, so that the Company’s existing public stockholders owned approximately the same percentage of Seneca Bancorp, Inc.’s common stock upon completion of the Conversion as they owned of the Company’s common stock immediately prior to the Conversion. Cash was paid in lieu of fractional shares of Seneca Bancorp, Inc. common stock at a rate of $10.00 per share. In connection with the Conversion, Seneca Bancorp, Inc. also sold a total of 1,044,858 shares of its common stock at a price of $10.00 per share, for total gross proceeds of approximately $10.4 million. Seneca Bancorp, Inc. provided a term loan to the ESOP’s purchase of an additional 83,588 shares and refinance its existing outstanding ESOP loan resulting in a single term loan to the ESOP of $1.5 million which is being repaid in annual installments over 25 years at an annual rate of 7.25%. Upon the completion of the Conversion and stock offering, approximately 1,790,203 shares of Seneca Bancorp, Inc. common stock were outstanding.  

The Bank maintains its executive offices and main branch in Baldwinsville, New York, with branches in Liverpool, North Syracuse, Manlius and Bridgeport, New York. The Bank is a community-oriented savings and loan institution whose business primarily consists of accepting deposits from customers within its market area and investing those funds primarily in residential mortgage and commercial loans.

The financial information included herein as of September 30, 2025 and for the three and nine month periods ended September  30, 2025 and 2024 is unaudited. However, in management’s opinion, the information reflects all normal, recurring adjustments that are necessary for a fair presentation. The results shown for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be obtained for the year ending December 31, 2025 or for any other period.