Dime Community Bancshares 10Q 2024 Q1 Quarterly report

Dime Community Bancshares (DCOM) 10-Q2024 Q1 Quarterly report

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-34096

DIME COMMUNITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

N/A

(Former name or former address, if changed since last report)


New York		11-2934195
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

898 Veterans Memorial Highway, Suite 560, Hauppauge, NY		11788
(Address of principal executive offices)		(Zip Code)

(631) 537-1000

(Registrant’s telephone number, including area code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	DCOM	The NASDAQ Stock Market
Preferred Stock, Series A, $0.01 Par Value	DCOMP	The NASDAQ Stock Market

Indicate by check mark whether the registrant (1) has filed all the reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer" "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☒	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller Reporting Company ☐
	Emerging Growth Company ☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Classes of Common Stock		Number of shares outstanding at April 30, 2024
$0.01 Par Value		38,970,051

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PART I – FINANCIAL INFORMATION		Page
Item 1.	Unaudited Condensed Consolidated Financial Statements
	Consolidated Statements of Financial Condition at March 31, 2024 and December 31, 2023	4
	Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	5
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023	6
	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023	7
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	51

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	52
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	53
	Signatures	54

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements may be identified by use of words such as “annualized,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar terms and phrases, including references to assumptions.

Forward-looking statements are based upon various assumptions and analyses made by Dime Community Bancshares, Inc. (together with its direct and indirect subsidiaries, the “Company”), in light of management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond the Company’s control) that could cause actual conditions or results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, you should not place undue reliance on such statements. These factors include, without limitation, the following:

●

increases in competitive pressure among financial institutions or from non-financial institutions;

●

inflation and fluctuation in market interest rates, which may affect demand for our products, interest margins and the fair value of financial instruments;

●

changes in deposit flows or composition, loan demand or real estate values;

●

changes in the quality and composition of our loan or investment portfolios or unanticipated or significant increases in loan losses;

●

changes in accounting principles, policies or guidelines;

●

changes in corporate and/or individual income tax laws or policies;

●

general socio-economic conditions, including conditions caused by COVID-19 pandemic, other public health emergencies, international conflict, inflation and recessionary pressures, either nationally or locally in some or all areas in which the Company conducts business, or conditions in the securities markets or the banking industry;

●

legislative, regulatory or policy changes;

●

technological changes;

●

breaches or failures of the Company’s information technology security systems;

●

difficulties or unanticipated expenses incurred in the consummation of new business initiatives or the integration of any acquired entities;

●

litigation or matters before regulatory agencies; and

●

the risks referred to in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

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Item 1. Condensed Consolidated Financial Statements

DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

(Dollars in thousands except share amounts)


	March 31,		December 31,
	2024		2023
Assets:
Cash and due from banks	$	370,852	$	457,547
Securities available-for-sale, at fair value		859,216		886,240
Securities held-to-maturity		589,331		594,639
Loans held for sale		8,973		10,159
Loans held for investment, net of fees and costs		10,764,583		10,773,428
Allowance for credit losses		(76,068)		(71,743)
Total loans held for investment, net		10,688,515		10,701,685
Premises and fixed assets, net		44,501		44,868
Premises held for sale		—		905
Restricted stock		74,346		98,750
Bank Owned Life Insurance ("BOLI")		352,277		349,816
Goodwill		155,797		155,797
Other intangible assets		4,753		5,059
Operating lease assets		51,988		52,729
Derivative assets		135,162		122,132
Accrued interest receivable		55,369		55,666
Other assets		110,012		100,013
Total assets	$	13,501,092	$	13,636,005

Liabilities:
Interest-bearing deposits	$	7,977,994	$	7,585,020
Non-interest-bearing deposits		2,819,481		2,884,378
Deposits (excluding mortgage escrow deposits)		10,797,475		10,469,398
Non-interest-bearing mortgage escrow deposits		101,229		61,121
Interest-bearing mortgage escrow deposits		173		136
Mortgage escrow deposits		101,402		61,257
Federal Home Loan Bank of New York ("FHLBNY") advances		773,000		1,313,000
Subordinated debt, net		200,174		200,196
Derivative cash collateral		132,900		108,100
Operating lease liabilities		54,727		55,454
Derivative liabilities		122,112		121,265
Other liabilities		79,931		81,110
Total liabilities		12,261,721		12,409,780

Commitments and contingencies		—		—

Stockholders' equity:
Preferred stock, Series A ($0.01 par, $25.00 liquidation value, 10,000,000 shares authorized and 5,299,200 shares issued and outstanding at March 31, 2024 and December 31, 2023)		116,569		116,569
Common stock ($0.01 par, 80,000,000 shares authorized, 41,637,256 shares issued at March 31, 2024 and December 31, 2023, and 38,931,833 shares and 38,822,654 shares outstanding at March 31, 2024 and December 31, 2023, respectively)		416		416
Additional paid-in capital		492,834		494,454
Retained earnings		819,130		813,007
Accumulated other comprehensive loss, net of deferred taxes		(85,466)		(91,579)
Unearned equity awards		(10,191)		(8,622)
Treasury stock, at cost (2,705,423 shares and 2,814,602 shares at March 31, 2024 and December 31, 2023, respectively)		(93,921)		(98,020)
Total stockholders' equity		1,239,371		1,226,225
Total liabilities and stockholders' equity	$	13,501,092	$	13,636,005

See Notes to unaudited condensed Consolidated Financial Statements.

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DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars in thousands except per share amounts)


	March 31,
	2024		2023
Interest income:
Loans	$	143,565	$	128,439
Securities		7,880		8,431
Other short-term investments		9,564		3,802
Total interest income		161,009		140,672
Interest expense:
Deposits and escrow		73,069		37,272
Borrowed funds		14,697		16,171
Derivative cash collateral		1,713		1,477
Total interest expense		89,479		54,920
Net interest income		71,530		85,752
Provision (recovery) for credit losses		5,210		(3,648)
Net interest income after provision (recovery) for credit losses		66,320		89,400

Non-interest income:
Service charges and other fees		4,544		3,814
Title fees		133		292
Loan level derivative income		406		3,133
BOLI income		2,461		2,163
Gain on sale of SBA loans		253		516
Gain on sale of residential loans		77		48
Fair value change in equity securities and loans held for sale		(842)		—
Net loss on sale of securities		—		(1,447)
Gain on sale of other assets		2,968		—
Other		467		482
Total non-interest income		10,467		9,001
Non-interest expense:
Salaries and employee benefits		32,037		26,634
Severance		42		25
Occupancy and equipment		7,368		7,373
Data processing costs		4,313		4,238
Marketing		1,497		1,449
Professional services		1,467		1,923
Federal deposit insurance premiums		2,239		1,873
Loss from extinguishment of debt for FHLBNY advances		453		—
Amortization of other intangible assets		307		377
Other		2,788		3,583
Total non-interest expense		52,511		47,475
Income before income taxes		24,276		50,926
Income tax expense		6,585		13,623
Net income		17,691		37,303
Preferred stock dividends		1,821		1,821
Net income available to common stockholders	$	15,870	$	35,482
Earnings per common share:
Basic	$	0.41	$	0.92
Diluted	$	0.41	$	0.92

See Notes to unaudited condensed Consolidated Financial Statements.

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DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands)


	Three Months Ended
	March 31,
	2024		2023
Net income	$	17,691	$	37,303
Other comprehensive income (loss):
Change in unrealized gain (loss) on securities:
Change in net unrealized gain (loss) during the period		3,344		(2,302)
Reclassification adjustment for net losses included in net loss on sale of securities and other assets		—		1,447
Accretion of net unrealized loss on securities transferred to held-to-maturity		718		757
Change in pension and other postretirement obligations:
Reclassification adjustment for expense included in other expense		(317)		(370)
Change in the net actuarial gain		520		221
Change in unrealized gain (loss) on derivatives:
Change in net unrealized gain (loss) during the period		2,145		(2,111)
Reclassification adjustment for expense included in interest expense		2,435		(313)
Other comprehensive income (loss) before income taxes		8,845		(2,671)
Deferred tax expense		2,732		1,588
Total other comprehensive income (loss), net of tax		6,113		(4,259)
Total comprehensive income	$	23,804	$	33,044

See Notes to unaudited condensed Consolidated Financial Statements.

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DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands)

Three Months Ended March 31, 2024

Accumulated

Other

Comprehensive

Number of

Additional

Loss,

Unearned

Treasury

Total

Shares of

Preferred

Common

Paid-in

Retained

Net of Deferred

Equity

Stock,

Stockholders’

Common Stock

Stock

Capital

Earnings

Taxes

Awards

at cost

Equity

Beginning balance as of January 1, 2024

38,822,654

116,569

416

494,454

813,007

(91,579)

(8,622)

(98,020)

1,226,225

Net income

—

17,691

—

17,691

Other comprehensive income, net of tax

—

6,113

—

6,113

Release of shares, net of forfeitures

155,782

—

(1,619)

—

(3,299)

5,128

210

Stock-based compensation

—

1,730

—

1,730

Shares received related to tax withholding

(46,603)

—

(1)

—

(1,029)

(1,030)

Cash dividends declared to preferred stockholders

—

(1,821)

—

(1,821)

Cash dividends declared to common stockholders

—

(9,747)

—

(9,747)

Ending balance as of March 31, 2024

38,931,833

116,569

416

492,834

819,130

(85,466)

(10,191)

(93,921)

1,239,371


	Three Months Ended March 31, 2023
										Accumulated
										Other
										Comprehensive
	Number of					Additional				Loss,		Unearned		Treasury		Total
	Shares of	Preferred		Common		Paid-in		Retained		Net of Deferred		Equity		Stock,		Stockholders’
	Common Stock	Stock		Stock		Capital		Earnings		Taxes		Awards		at cost		Equity
Beginning balance as of January 1, 2023	38,573,000	$	116,569	$	416	$	495,410	$	762,762	$	(94,379)	$	(8,078)	$	(103,117)	$	1,169,583
Net income	—		—		—		—		37,303		—		—		—		37,303
Other comprehensive loss, net of tax	—		—		—		—		—		(4,259)		—		—		(4,259)
Release of shares, net of forfeitures	293,106		—		—		(1,608)		—		—		(6,692)		8,507		207
Stock-based compensation	—		—		—		—		—		—		1,302		—		1,302
Shares received related to tax withholding	(36,932)		—		—		(1)		—		—		—		(1,112)		(1,113)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,821)		—		—		—		(1,821)
Cash dividends declared to common stockholders	—		—		—		—		(9,234)		—		—		—		(9,234)
Purchase of treasury stock	(24,813)		—		—		—		—		—		—		(715)		(715)
Ending balance as of March 31, 2023	38,804,361	$	116,569	$	416	$	493,801	$	789,010	$	(98,638)	$	(13,468)	$	(96,437)	$	1,191,253

See Notes to unaudited condensed Consolidated Financial Statements.

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DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)


	Three Months Ended March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	17,691	$	37,303
Adjustments to reconcile net income to net cash provided by operating activities:
Net loss on sale of securities available-for-sale		—		1,447
Gain on sale of other assets		(2,968)		—
Fair value change in equity securities and loans held for sale		842		—
Net gain on sale of loans held for sale		(330)		(564)
Net depreciation, amortization and accretion		1,574		1,602
Amortization of fair value hedge basis point adjustments		628		—
Amortization of other intangible assets		307		377
Loss on extinguishment of debt		453		—
Stock-based compensation		1,730		1,302
Provision (recovery) for credit losses		5,210		(3,648)
Originations of loans held for sale		(2,432)		(2,220)
Proceeds from sale of loans originated for sale		6,439		8,940
Increase in cash surrender value of BOLI		(2,461)		(2,163)
(Increase) decrease in other assets		(10,955)		2,837
Increase (decrease) in other liabilities		15,009		(31,796)
Net cash provided by operating activities		30,737		13,417
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available-for-sale		—		77,804
Purchases of securities available-for-sale		—		(78,157)
Purchases of securities held-to-maturity		—		(23,739)
Proceeds from calls and principal repayments of securities available-for-sale		29,679		21,000
Proceeds from calls and principal repayments of securities held-to-maturity		6,112		4,714
Loans purchased		(3,915)		—
Decrease (increase) in loans		7,644		(175,002)
(Purchases) of fixed assets, net		(1,378)		(787)
Proceeds from the sale of fixed assets and premises held for sale		3,879		—
Purchases of restricted stock, net		24,404		(16,513)
Net cash provided by (used in) investing activities		66,425		(190,680)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits		368,250		315,884
(Repayments) proceeds from FHLBNY advances, short-term, net		(540,000)		205,000
Proceeds from FHLBNY advances, long-term		—		162,000
Proceeds of other short-term borrowings, net		—		708
Release of stock for benefit plan awards		210		207
Payments related to tax withholding for equity awards		(1,030)		(1,113)
Purchase of treasury stock		—		(715)
Cash dividends paid to preferred stockholders		(1,821)		(1,821)
Cash dividends paid to common stockholders		(9,466)		(9,052)
Net cash (used in) provided by financing activities		(183,857)		671,098
(Decrease) increase in cash and cash equivalents		(86,695)		493,835
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		457,547		169,297
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	370,852	$	663,132

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	6,684	$	1,970
Cash paid for interest		86,656		47,401
Loans transferred to held for sale		3,468		8,232
Operating lease assets in exchange for operating lease liabilities		2,224		2,173

See Notes to unaudited condensed Consolidated Financial Statements.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Dime Community Bancshares, Inc. (the “ Holding Company”) is engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank (“the Bank”). The Bank was established in 1910 and is headquartered in Hauppauge, New York. The Holding Company was incorporated under the laws of the State of New York in 1988 to serve as the holding company for the Bank. The Holding Company functions primarily as the holder of all of the Bank’s common stock. Our bank operations include Dime Community Inc., a real estate investment trust subsidiary which was formerly known as Bridgehampton Community, Inc., as an operating subsidiary. Our bank operations also include Dime Abstract LLC (“Dime Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services. In September 2021, the Company dissolved two REITs, DSBW Preferred Funding Corporation and DSBW Residential Preferred Funding Corporation, which were wholly-owned subsidiaries of the Bank, and the preferred shares outstanding were redeemed by their shareholders. As of March 31, 2024, we operated 60 branch locations throughout Long Island and the New York City boroughs of Brooklyn, Queens, Manhattan, Bronx, and Staten Island.

The unaudited Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q include the collective results of the Holding Company and its wholly-owned subsidiary, the Bank, which are collectively herein referred to as “we”, “us”, “our” and the “Company.”

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited Consolidated Financial Statements included herein reflect 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 preparing the interim financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported periods. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. Actual future results could differ significantly from those estimates. The annualized results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain reclassifications have been made to prior year amounts, and the related discussion and analysis, to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders' equity. The unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which remain significantly unchanged and have been followed similarly as in prior periods.

2. SUMMARY OF ACCOUNTING POLICIES

Summary of Significant Accounting Policies

In the opinion of management, the accompanying unaudited condensed Consolidated Financial Statements contain all adjustments necessary for a fair presentation of the Company’s financial condition as of March 31, 2024 and December 31, 2023, the results of operations and statements of comprehensive income for the three months ended March 31, 2024 and 2023, the changes in stockholders’ equity for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023.

Please see "Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" for a discussion of areas in the accompanying unaudited condensed Consolidated Financial Statements utilizing significant estimates.

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3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Activity in accumulated other comprehensive income (loss), net of tax, was as follows:


							Total
							Accumulated
			Defined				Other
			Benefit				Comprehensive
(In thousands)	Securities		Plans		Derivatives		Income (Loss)
Balance as of January 1, 2024	$	(90,242)	$	(6,430)	$	5,093	$	(91,579)
Other comprehensive income (loss) before reclassifications		2,360		361		1,457		4,178
Amounts reclassified from accumulated other comprehensive income (loss)		490		(216)		1,661		1,935
Net other comprehensive income during the period		2,850		145		3,118		6,113
Balance as of March 31, 2024	$	(87,392)	$	(6,285)	$	8,211	$	(85,466)

Balance as of January 1, 2023	$	(100,870)	$	(5,266)	$	11,757	$	(94,379)
Other comprehensive (loss) income before reclassifications		(4,313)		155		(1,172)		(5,330)
Amounts reclassified from accumulated other comprehensive income (loss)		1,551		(260)		(220)		1,071
Net other comprehensive loss during the period		(2,762)		(105)		(1,392)		(4,259)
Balance as of March 31, 2023	$	(103,632)	$	(5,371)	$	10,365	$	(98,638)

The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the table below for the periods indicated.


	Three Months Ended
	March 31,
(In thousands)	2024		2023
Change in unrealized gain (loss) on securities:
Change in net unrealized gain (loss) during the period	$	3,344	$	(2,302)
Reclassification adjustment for net losses included in net loss on sale of securities and other assets		—		1,447
Accretion of net unrealized loss on securities transferred to held-to-maturity		718		757
Net change		4,062		(98)
Tax expense		1,212		2,664
Net change in unrealized gain (loss) on securities, net of reclassification adjustments and tax		2,850		(2,762)
Change in pension and other postretirement obligations:
Reclassification adjustment for expense included in other expense		(317)		(370)
Change in the net actuarial gain		520		221
Net change		203		(149)
Tax expense (benefit)		58		(44)
Net change in pension and other postretirement obligations		145		(105)
Change in unrealized gain (loss) on derivatives:
Change in net unrealized gain (loss) during the period		2,145		(2,111)
Reclassification adjustment for expense included in interest expense		2,435		(313)
Net change		4,580		(2,424)
Tax expense (benefit)		1,462		(1,032)
Net change in unrealized gain (loss) on derivatives, net of reclassification adjustments and tax		3,118		(1,392)
Other comprehensive income (loss), net of tax	$	6,113	$	(4,259)

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4. EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average common shares outstanding during the reporting period. Diluted EPS is computed using the same method as basic EPS, but reflects the potential dilution that would occur if "in the money" stock options were exercised and converted into common stock. In determining the weighted-average shares outstanding for basic and diluted EPS, treasury shares are excluded. Vested restricted stock award (“RSA”) shares are included in the calculation of the weighted-average shares outstanding for basic and diluted EPS. Unvested RSA and performance-based share awards (“PSA”) shares not yet awarded are recognized as a special class of participating securities under ASC 260, and are included in the calculation of the weighted-average shares outstanding for basic and diluted EPS. Basic and diluted EPS on common stock and the basic and diluted EPS on participating securities are the same.

The following is a reconciliation of the numerators and denominators of basic and diluted EPS for the periods presented:


	Three Months Ended
	March 31,
(In thousands except share and per share amounts)	2024		2023
Net income available to common stockholders	$	15,870	$	35,482
Less: Dividends paid and earnings allocated to participating securities		(257)		(383)
Income attributable to common stock	$	15,613	$	35,099
Weighted-average common shares outstanding, including participating securities		38,884,434		38,568,640
Less: weighted-average participating securities		(628,876)		(417,175)
Weighted-average common shares outstanding		38,255,558		38,151,465
Basic EPS	$	0.41	$	0.92

Income attributable to common stock	$	15,613	$	35,099
Weighted-average common shares outstanding		38,255,558		38,151,465
Weighted-average common equivalent shares outstanding		—		—
Weighted-average common and equivalent shares outstanding		38,255,558		38,151,465
Diluted EPS	$	0.41	$	0.92

Common and equivalent shares resulting from the dilutive effect of "in-the-money" outstanding stock options are calculated based upon the excess of the average market value of the common stock over the exercise price of outstanding in-the-money stock options during the period.

There were 26,995 and 92,137 weighted-average stock options outstanding for the three months ended March 31, 2024 and 2023, which were not considered in the calculation of diluted EPS since their exercise prices exceeded the average market price during the period.

5. PREFERRED STOCK

On February 5, 2020, Legacy Dime completed an underwritten public offering of 2,999,200 shares, or $75.0 million in aggregate liquidation preference, of its 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $25.00 per share (the “Legacy Dime Preferred Stock”). The net proceeds received from the issuance of preferred stock at the time of closing were $72.2 million. On June 10, 2020, Legacy Dime completed an underwritten public offering, a reopening of its February 5, 2020, original issuance, of 2,300,000 shares, or $57.5 million in aggregate liquidation preference, of the Legacy Dime Preferred Stock. The net proceeds received from the issuance of preferred stock at the time of closing were $44.3 million.

At the Effective Time of the Merger, each outstanding share of the Legacy Dime Preferred Stock was converted into the right to receive one share of a newly created series of the Company’s preferred stock having the same powers, preferences and rights as the Legacy Dime Preferred Stock.

The Company expects to pay dividends when, as, and if declared by its board of directors, at a fixed rate of 5.50% per annum, payable quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year. The preferred

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stock is perpetual and has no stated maturity. The Company may redeem the preferred stock at its option at a redemption price equal to $25.00 per share, plus any declared and unpaid dividends (without regard to any undeclared dividends), subject to regulatory approval, on or after June 15, 2025, or within 90 days following a regulatory capital treatment event, as described in the prospectus supplement and accompanying prospectus relating to the offering.

6. SECURITIES

The following tables summarize the major categories of securities as of the dates indicated:

March 31, 2024

Gross

Amortized

Unrealized

Fair

(In thousands)

Cost

Gains

Losses

Value

Securities available-for-sale:

Agency notes

10,000

—

(591)

9,409

Treasury securities

238,622

—

(10,451)

228,171

Corporate securities

169,954

255

(19,964)

150,245

Pass-through mortgage-backed securities ("MBS") issued by government sponsored entities ("GSEs")

221,666

(25,806)

195,876

Agency CMOs

297,445

(47,625)

249,840

State and municipal obligations

27,654

—

(1,979)

25,675

Total securities available-for-sale

965,341

291

(106,416)

859,216

March 31, 2024

Gross

Amortized

Unrecognized

Fair

(In thousands)

Cost

Gains

Losses

Value

Securities held-to-maturity:

Agency notes

89,666

—

(11,891)

77,775

Corporate securities

9,000

—

(1,530)

7,470

Pass-through MBS issued by GSEs

275,907

—

(41,743)

234,164

Agency CMOs

214,758

—

(29,449)

185,309

Total securities held-to-maturity

589,331

—

(84,613)

504,718


	December 31, 2023
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(In thousands)	Cost		Gains		Losses		Value
Securities available-for-sale:
Agency notes	$	10,000	$	—	$	(629)	$	9,371
Treasury securities		245,877		—		(11,687)		234,190
Corporate securities		174,978		—		(23,808)		151,170
Pass-through MBS issued by GSEs		230,253		10		(24,978)		205,285
Agency CMOs		305,860		46		(46,491)		259,415
State and municipal obligations		28,741		—		(1,932)		26,809
Total securities available-for-sale	$	995,709	$	56	$	(109,525)	$	886,240

	December 31, 2023
			Gross		Gross
	Amortized		Unrecognized		Unrecognized		Fair
(In thousands)	Cost		Gains		Losses		Value
Securities held-to-maturity:
Agency notes	$	89,563	$	—	$	(11,300)	$	78,263
Corporate securities		9,000		—		(1,825)		7,175
Pass-through MBS issued by GSEs		279,853		—		(37,579)		242,274
Agency CMOs		216,223		16		(27,021)		189,218
Total securities held-to-maturity	$	594,639	$	16	$	(77,725)	$	516,930

There were no transfers to or from securities held-to-maturity during the three months ended March 31, 2024 and 2023.

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The carrying amount of securities pledged at March 31, 2024 and December 31, 2023 was $616.7 million and $457.7 million, respectively.

At March 31, 2024 and December 31, 2023, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders' equity.

The amortized cost and fair value of securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.


	March 31, 2024
	Amortized		Fair
(In thousands)	Cost		Value
Available-for-sale
Within one year	$	124,638	$	121,393
One to five years		164,579		153,104
Five to ten years		157,013		139,003
Beyond ten years		—		—
Pass-through MBS issued by GSEs and agency CMOs		519,111		445,716
Total	$	965,341	$	859,216

Held-to-maturity
Within one year	$	—	$	—
One to five years		19,795		18,292
Five to ten years		78,871		66,953
Beyond ten years		—		—
Pass-through MBS issued by GSEs and agency CMOs		490,665		419,473
Total	$	589,331	$	504,718

The following table presents the information related to sales of securities available-for-sale as of the periods indicated:


	Three Months Ended
	March 31,
(In thousands)	2024		2023
Securities available-for-sale
Proceeds	$	—	$	77,804
Gross gains		—		130
Tax expense on gains		—		39
Gross losses		—		1,577
Tax benefit on losses		—		467

There were no sales of securities held-to-maturity during the three months ended March 31, 2024 and 2023, respectively.

The following table summarizes the gross unrealized losses and fair value of securities available-for-sale aggregated by investment category and the length of time the securities were in a continuous unrealized loss position as of the dates indicated:

March 31, 2024

Less than 12

12 Consecutive

Consecutive Months

Months or Longer

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

(In thousands)

Value

Losses

Value

Losses

Value

Losses

Securities available-for-sale:

Agency notes

—

9,409

591

9,409

591

Treasury securities

—

228,171

10,451

228,171

10,451

Corporate securities

6,337

500

128,603

19,464

134,940

19,964

Pass-through MBS issued by GSEs

—

194,066

25,806

194,066

25,806

Agency CMOs

2,459

242,361

47,614

244,820

47,625

State and municipal obligations

3,489

22,186

1,968

25,675

1,979

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	December 31, 2023
	Less than 12				12 Consecutive
	Consecutive Months				Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(In thousands)	Value		Losses		Value		Losses		Value		Losses
Securities available-for-sale:
Agency Notes	$	—	$	—	$	9,371	$	629	$	9,371	$	629
Treasury securities		—		—		234,190		11,687		234,190		11,687
Corporate securities		20,935		917		130,235		22,891		151,170		23,808
Pass-through MBS issued by GSEs		—		—		203,469		24,978		203,469		24,978
Agency CMOs		—		—		251,900		46,491		251,900		46,491
State and municipal obligations		1,796		54		21,513		1,878		23,309		1,932

As of March 31, 2024, none of the Company’s available-for-sale debt securities were in an unrealized loss position due to credit and therefore no allowance for credit losses on available-for-sale debt securities was required. Additionally, given the high-quality composition of the Company’s held-to-maturity portfolio, the Company did not record an allowance for credit losses on the held-to-maturity portfolio. With respect to certain classes of debt securities, primarily U.S. Treasuries and securities issued by Government Sponsored Entities, the Company considers the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero, even if the U.S. government were to technically default. Accrued interest receivable on securities totaling $3.3 million and $5.3 million at March 31, 2024 and December 31, 2023, respectively, was included in other assets in the Consolidated Statement of Condition and excluded from the amortized cost and estimated fair value totals in the table above.

Management evaluates available-for-sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1) the extent to which the fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

At March 31, 2024, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment was directly related to changes in interest rates. The Company generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. The following major security types held by the Company are all issued by U.S. government entities and agencies and therefore either explicitly or implicitly guaranteed by the U.S. government: Agency Notes, Treasury Securities, Pass-through MBS issued by GSEs, Agency Collateralized Mortgage Obligations. Substantially all of the corporate bonds within the portfolio have maintained an investment grade rating by either Kroll, Egan-Jones, Fitch, Moody’s or Standard and Poor’s. None of the unrealized losses are related to credit quality of the issuer. Substantially all of the state and municipal obligations within the portfolio have all maintained an investment grade rating by either Moody’s or Standard and Poor’s. The Company does not have the intent to sell these securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the debt. The fair value is expected to recover as the securities approach maturity.

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7. LOANS HELD FOR INVESTMENT, NET

The following table presents the loan categories for the period ended as indicated:


(In thousands)	March 31, 2024		December 31, 2023
Business loans⁽¹⁾	$	2,326,962	$	2,308,171
One-to-four family residential and cooperative/condominium apartment		873,335		887,555
Multifamily residential and residential mixed-use		3,996,548		4,017,176
Non-owner-occupied commercial real estate		3,385,898		3,379,667
Acquisition, development, and construction ("ADC")		175,352		168,513
Other loans		5,170		5,755
Total		10,763,265		10,766,837
Fair value hedge basis point adjustments ⁽²⁾		1,318		6,591
Total loans, net of fair value hedge basis point adjustments		10,764,583		10,773,428
Allowance for credit losses		(76,068)		(71,743)
Loans held for investment, net	$	10,688,515	$	10,701,685

⁽¹⁾ Business loans include commercial and industrial loans and owner-occupied commercial real estate loans.

⁽²⁾ The loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged owner-occupied commercial real estate in business loans, one-to-four family residential mortgage loans, multifamily residential mortgage loans and non-owner occupied commercial real estate loans.

The following tables present data regarding the allowance for credit losses activity for the periods indicated:

At or for the Three Months Ended March 31, 2024

One-to-Four

Family

Multifamily

Residential and

Residential

Cooperative/

and

Non-Owner-Occupied

Business

Condominium

Residential

Commercial

Other

(In thousands)

Loans

Apartment

Mixed-Use

Real Estate

ADC

Loans

Total

Allowance for credit losses:

Beginning balance

35,962

6,813

7,237

19,623

1,989

119

71,743

Provision (recovery) for credit losses

734

160

3,934

(178)

333

5,064

Charge-offs

(796)

—

(30)

(826)

Recoveries

—

Ending balance

35,981

6,973

11,171

19,445

2,322

176

76,068


	At or for the Three Months Ended March 31, 2023
			One-to-Four
			Family		Multifamily
			Residential and		Residential
			Cooperative/		and		Non-Owner-Occupied
	Business		Condominium		Residential		Commercial				Other
(In thousands)	Loans		Apartment		Mixed-Use		Real Estate		ADC		Loans		Total
Allowance for credit losses:
Beginning balance	$	47,029	$	5,969	$	8,360	$	20,153	$	1,723	$	273	$	83,507
(Recovery) provision for credit losses		(1,608)		43		(747)		(2,077)		792		(34)		(3,631)
Charge-offs		(2,029)		—		—		—		—		(1)		(2,030)
Recoveries		487		—		—		—		—		2		489
Ending balance	$	43,879	$	6,012	$	7,613	$	18,076	$	2,515	$	240	$	78,335

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The following tables present the amortized cost basis of loans on non-accrual status as of the periods indicated:


	March 31, 2024
	Non-accrual with			Non-accrual with
(In thousands)	No Allowance		Allowance			Reserve
Business loans	$	3,310	$	14,903	$	12,800
One-to-four family residential and cooperative/condominium apartment		—		3,689		145
Non-owner-occupied commercial real estate		—		15		15
ADC		12,253		657		287
Total	$	15,563	$	19,264	$	13,247


	December 31, 2023
	Non-accrual with			Non-accrual with
(In thousands)	No Allowance		Allowance			Reserve
Business loans	$	3,780	$	14,794	$	13,127
One-to-four family residential and cooperative/condominium apartment		—		3,248		133
Non-owner-occupied commercial real estate		—		6,620		636
ADC		—		657		305
Total	$	3,780	$	25,319	$	14,202

The Company did not recognize interest income on non-accrual loans held for investment during the three months ended March 31, 2024 and 2023.

The following tables summarize the past due status of the Company’s investment in loans as of the dates indicated:

March 31, 2024

Loans 90

Days or

Total

30 to 59

60 to 89

More Past Due

Past Due

Days

and Still

and

Total

(In thousands)

Past Due

Accruing Interest

Non-accrual

Current

Loans

Business loans

3,246

3,554

—

18,213

25,013

2,301,949

2,326,962

One-to-four family residential, including condominium and cooperative apartment

3,892

—

3,689

7,629

865,706

873,335

Multifamily residential and residential mixed-use

18,480

21,550

—

40,030

3,956,518

3,996,548

Non-owner-occupied commercial real estate

577

—

592

3,385,306

3,385,898

ADC

—

12,910

162,442

175,352

Other loans

—

5,168

5,170

Total

26,197

25,152

—

34,827

86,176

10,677,089

10,763,265


	December 31, 2023
					Loans 90
					Days or				Total
	30 to 59		60 to 89		More Past Due				Past Due
	Days		Days		and Still				and				Total
(In thousands)	Past Due		Past Due		Accruing Interest		Non-accrual		Non-accrual		Current		Loans
Business loans	$	7,139	$	1,217	$	—	$	18,574	$	26,930	$	2,281,241	$	2,308,171
One-to-four family residential, including condominium and cooperative apartment		4,071		73		—		3,248		7,392		880,163		887,555
Multifamily residential and residential mixed-use		—		—		—		—		—		4,017,176		4,017,176
Non-owner-occupied commercial real estate		337		—		—		6,620		6,957		3,372,710		3,379,667
ADC		430		—		—		657		1,087		167,426		168,513
Other loans		—		—		—		—		—		5,755		5,755
Total	$	11,977	$	1,290	$	—	$	29,099	$	42,366	$	10,724,471	$	10,766,837

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Accruing Loans 90 Days or More Past Due:

The Company did not have accruing loans 90 days or more past due as of March 31, 2024 or December 31, 2023.

Collateral Dependent Loans:

The Company had collateral dependent loans which were individually evaluated to determine expected credit losses as of the dates indicated:


	March 31, 2024				December 31, 2023
	Real Estate		Associated Allowance		Real Estate		Associated Allowance
(In thousands)	Collateral Dependent		for Credit Losses		Collateral Dependent		for Credit Losses
Business loans	$	4,966	$	1,210	$	3,742	$	—
Non-owner-occupied commercial real estate		—		—		6,605		621
ADC		12,910		287		657		305
Total	$	17,876	$	1,497	$	11,004	$	926

Loan Restructurings

The Company adopted ASU No. 2022-02 on January 1, 2023, which eliminates the recognition and measurement of a Troubled Debt Restructuring (“TDR”). Due to the removal of the TDR designation, the Company applies the loan refinancing and restructuring guidance to determine whether a modification or other form of restructuring results in a new loan or a continuation of an existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include conditions where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and/or a combination of these modifications. The disclosures related to loan restructuring are only for modifications that directly affect cash flows.

The following tables show the amortized cost basis as of the three months ended March 31, 2024 and 2023 of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of concession granted:


	For the Three Months Ended March 31, 2024

										Significant Payment
					Term Extension		Significant Payment Delay			Delay, Term Extension			% of
			Significant		and Significant		and Interest			and Interest			Total Class of
(Dollars in thousands)	Term Extension		Payment Delay		Payment Delay		Rate Reduction			Rate Reduction	Total		Financing Receivable
Business loans	$	1,889	$	1,207	$	304	$	29	$	—	$	3,429	0.1	%
One-to-four family residential, including condominium and cooperative apartment		—		—		404		—		—		404	0.0
Multifamily residential and residential mixed-use		—		61,832		—		—		—		61,832	1.5
Non-owner-occupied commercial real estate		—		31,157		—		—		—		31,157	0.9
ADC		—		—		—		—		12,253		12,253	7.0
Total	$	1,889	$	94,196	$	708	$	29	$	12,253	$	109,075	1.0	%

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	For the Three Months Ended March 31, 2023
										Significant Payment
					Term Extension		Significant Payment Delay			Delay, Term Extension			% of
			Significant		and Significant		and Interest			and Interest			Total Class of
(Dollars in thousands)	Term Extension		Payment Delay		Payment Delay		Rate Reduction			Rate Reduction	Total		Financing Receivable
Business loans	$	—	$	—	$	475	$	—	$	—	$	475	0.0	%
One-to-four family residential, including condominium and cooperative apartment		—		2,850		—		—		—		2,850	0.4
Total	$	—	$	2,850	$	475	$	—	$	—	$	3,325	0.0	%

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty:


	For the Three Months Ended March 31, 2024
	Weighted Average		Weighted Average
	Interest Rate		Months of		Weighted Average
(Dollars in thousands)	Reductions		Term Extensions		Payment Delay
Business loans	5.0	%		12	$	146
One-to-four family residential, including condominium and cooperative apartment	—			11		13
Multifamily residential and residential mixed-use	—			—		306
Non-owner-occupied commercial real estate	—			—		561
ADC	2.0			5		411


	For the Three Months Ended March 31, 2023
	Weighted Average		Weighted Average
	Interest Rate		Months of		Weighted Average
(Dollars in thousands)	Reductions		Term Extensions		Payment Delay
Business loans	4.3	%		13	$	2,406
One-to-four family residential, including condominium and cooperative apartment	—			189		76
Non-owner-occupied commercial real estate	—			—		988

The Bank monitors the performance of loans modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following tables provide the loan performance in the 12 months after a modification involving borrowers experiencing financial difficulty.


	March 31, 2024
			30-59		60-89		90+
(In thousands)	Current		Days Past Due		Days Past Due		Days Past Due		Non-Accrual		Total
Business loans	$	13,694	$	—	$	240	$	—	$	2,140	$	16,074
One-to-four family residential, including condominium and cooperative apartment		3,262		—		—		—		91		3,353
Multifamily residential and residential mixed-use		27,631		12,651		21,550		—		—		61,832
Non-owner-occupied commercial real estate		55,864		—		—		—		—		55,864
ADC		—		—		—		—		12,253		12,253
Total	$	100,451	$	12,651	$	21,790	$	—	$	14,484	$	149,376


	March 31, 2023
			30-59		60-89		90+
(In thousands)	Current		Days Past Due		Days Past Due		Days Past Due		Non-Accrual		Total
Business loans	$	475	$	—	$	—	$	—	$	—	$	475
One-to-four family residential, including condominium and cooperative apartment		2,850		—		—		—		—		2,850
Total	$	3,325	$	—	$	—	$	—	$	—	$	3,325

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There were no loans made to borrowers experiencing financial difficulty that were modified during the three months ended March 31, 2024 and 2023, and that subsequently defaulted. For the purposes of this disclosure, a payment default is defined as 90 or more days past due and still accruing. Non-accrual loans that are modified to borrowers experiencing financial difficulty remain on non-accrual status until the borrower has demonstrated performance under the modified terms.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit structure, loan documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying them based on credit risk. The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of then existing facts, conditions, and values, highly questionable and improbable.

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The following is a summary of the credit risk profile of loans by internally assigned grade as of the periods indicated, the years represent the year of origination for non-revolving loans:


	March 31, 2024
(In thousands)	2024		2023		2022		2021		2020		2019 and Prior		Revolving		Revolving-Term		Total
Business loans
Pass	$	69,153	$	255,474	$	392,650	$	193,191	$	153,026	$	435,108	$	631,958	$	51,322	$	2,181,882
Special mention		—		456		15,642		1,262		1,746		10,551		20,629		7,401		57,687
Substandard		—		—		9,025		2,787		6,440		33,096		16,492		18,805		86,645
Doubtful		—		—		—		—		—		748		—		—		748
Total business loans		69,153		255,930		417,317		197,240		161,212		479,503		669,079		77,528		2,326,962
YTD Gross Charge-Offs		—		—		80		—		—		—		633		83		796

One-to-four family residential, and condominium/cooperative apartment:
Pass		7,113		167,096		210,948		101,157		66,202		266,235		31,131		11,444		861,326
Special mention		—		—		—		—		—		33		159		697		889
Substandard		—		—		—		—		1,000		9,074		—		1,046		11,120
Doubtful		—		—		—		—		—		—		—		—		—
Total one-to-four family residential, and condominium/cooperative apartment		7,113		167,096		210,948		101,157		67,202		275,342		31,290		13,187		873,335
YTD Gross Charge-Offs		—		—		—		—		—		—		—		—		—

Multifamily residential and residential mixed-use:
Pass		11,137		256,226		1,340,191		569,200		291,859		1,339,820		5,550		4,311		3,818,294
Special mention		—		—		1,202		9,281		14,403		56,732		—		—		81,618
Substandard		—		—		—		—		18,204		78,432		—		—		96,636
Doubtful		—		—		—		—		—		—		—		—		—
Total multifamily residential and residential mixed-use		11,137		256,226		1,341,393		578,481		324,466		1,474,984		5,550		4,311		3,996,548
YTD Gross Charge-Offs		—		—		—		—		—		—		—		—		—

Non-owner-occupied commercial real estate
Pass		40,593		217,651		737,938		641,361		443,893		1,085,387		11,223		7,864		3,185,910
Special mention		—		—		—		19,730		75,170		13,550		—		—		108,450
Substandard		—		—		—		15		60,055		31,468		—		—		91,538
Doubtful		—		—		—		—		—		—		—		—		—
Total non-owner-occupied commercial real estate		40,593		217,651		737,938		661,106		579,118		1,130,405		11,223		7,864		3,385,898
YTD Gross Charge-Offs		—		—		—		—		—		—		—		—		—

ADC:
Pass		3,929		22,981		31,250		59,209		—		2,966		26,936		207		147,478
Special mention		—		—		—		14,964		—		—		—		—		14,964
Substandard		—		—		—		—		—		12,253		—		657		12,910
Doubtful		—		—		—		—		—		—		—		—		—
Total ADC		3,929		22,981		31,250		74,173		—		15,219		26,936		864		175,352
YTD Gross Charge-Offs		—		—		—		—		—		—		—		—		—

Total:
Pass		131,925		919,428		2,712,977		1,564,118		954,980		3,129,516		706,798		75,148		10,194,890
Special mention		—		456		16,844		45,237		91,319		80,866		20,788		8,098		263,608
Substandard		—		—		9,025		2,802		85,699		164,323		16,492		20,508		298,849
Doubtful		—		—		—		—		—		748		—		—		748
Total Loans	$	131,925	$	919,884	$	2,738,846	$	1,612,157	$	1,131,998	$	3,375,453	$	744,078	$	103,754	$	10,758,095
YTD Gross Charge-Offs	$	—	$	—	$	80	$	—	$	—	$	—	$	633	$	83	$	796

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	December 31, 2023
(In thousands)	2023		2022		2021		2020		2019		2018 and Prior		Revolving		Revolving-Term		Total
Business loans
Pass	$	258,699	$	390,760	$	196,790	$	144,796	$	150,871	$	305,258	$	633,719	$	35,079	$	2,115,972
Special mention		481		41,682		1,199		13,567		7,125		3,150		21,108		25,306		113,618
Substandard		-		1,857		2,180		6,729		2,803		30,248		15,567		18,449		77,833
Doubtful		—		—		—		-		-		748		—		—		748
Total business loans		259,180		434,299		200,169		165,092		160,799		339,404		670,394		78,834		2,308,171
YTD Gross Charge-Offs		—		—		77		38		4,166		2,229		5,464		3,390		15,364

One-to-four family residential, and condominium/cooperative apartment:
Pass		170,601		213,479		102,684		69,524		62,356		213,131		31,205		12,493		875,473
Special mention		—		—		—		—		—		33		159		776		968
Substandard		—		—		—		1,005		337		8,711		—		1,061		11,114
Doubtful		—		—		—		—		—		—		—		—		—
Total one-to-four family residential, and condominium/cooperative apartment		170,601		213,479		102,684		70,529		62,693		221,875		31,364		14,330		887,555
YTD Gross Charge-Offs		—		—		—		—		—		—		—		14		14

Multifamily residential and residential mixed-use:
Pass		256,822		1,340,197		578,352		283,633		384,937		981,820		4,841		4,325		3,834,927
Special mention		—		—		9,334		3,880		3,886		64,273		—		—		81,373
Substandard		—		—		—		28,799		5,089		66,988		—		—		100,876
Doubtful		—		—		—		—		—		—		—		—		—
Total multifamily residential and residential mixed-use		256,822		1,340,197		587,686		316,312		393,912		1,113,081		4,841		4,325		4,017,176
YTD Gross Charge-Offs		—		—		—		—		—		2		—		—		2

Non-owner-occupied commercial real estate
Pass		220,045		738,133		645,246		447,002		359,201		756,921		11,919		7,926		3,186,393
Special mention		—		—		19,872		75,378		4,563		2,763		—		—		102,576
Substandard		—		—		16		60,272		6,254		24,156		—		—		90,698
Doubtful		—		—		—		—		—		—		—		—		—
Total non-owner-occupied commercial real estate		220,045		738,133		665,134		582,652		370,018		783,840		11,919		7,926		3,379,667
YTD Gross Charge-Offs		—		—		—		—		—		—		—		—		—

ADC:
Pass		16,735		17,534		59,202		9,900		2,665		437		22,444		225		129,142
Special mention		—		11,500		14,961		—		12,253		—		—		—		38,714
Substandard		—		—		—		—		—		—		—		657		657
Doubtful		—		—		—		—		—		—		—		—		—
Total ADC		16,735		29,034		74,163		9,900		14,918		437		22,444		882		168,513
YTD Gross Charge-Offs		—		—		—		—		—		—		—		—		—

Total:
Pass		922,902		2,700,103		1,582,274		954,855		960,030		2,257,567		704,128		60,048		10,141,907
Special mention		481		53,182		45,366		92,825		27,827		70,219		21,267		26,082		337,249
Substandard		—		1,857		2,196		96,805		14,483		130,103		15,567		20,167		281,178
Doubtful		—		—		—		—		—		748		—		—		748
Total Loans	$	923,383	$	2,755,142	$	1,629,836	$	1,144,485	$	1,002,340	$	2,458,637	$	740,962	$	106,297	$	10,761,082
YTD Gross Charge-Offs	$	—	$	—	$	77	$	38	$	4,166	$	2,231	$	5,464	$	3,404	$	15,380

For other loans, the Company evaluates credit quality based on payment activity. Other loans that are 90 days or more past due are placed on non-accrual status, while all remaining other loans are classified and evaluated as performing. The following is a summary of the credit risk profile of other loans by internally assigned grade:


(In thousands)	March 31, 2024		December 31, 2023
Performing	$	5,170	$	5,755
Non-accrual		—		—
Total	$	5,170	$	5,755

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8. LEASES

The following table presents the Company’s remaining maturities of undiscounted lease payments, as well as a reconciliation to the discounted operating lease liabilities in the Consolidated Statements of Financial Condition at March 31, 2024:



(In thousands)
2024	$	10,023
2025		13,162
2026		12,511
2027		10,670
2028		4,656
Thereafter		7,274
Total undiscounted lease payments		58,296
Less amounts representing interest		(3,569)
Operating lease liabilities	$	54,727

Other information related to the Company’s operating leases was as follows:


	Three Months Ended March 31,
(In thousands)	2024		2023
Operating lease cost	$	3,291	$	3,141
Cash paid for amounts included in the measurement of operating lease liabilities		3,276		3,071


	As of March 31, 2024		As of December 31, 2023
Weighted average remaining lease term	4.9	years	5.0	years
Weighted average discount rate	2.44	%	2.34	%

9. DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loan portfolio.

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. The Company engages in fair value hedges, cash flow hedges and freestanding derivatives.

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Effect of Derivatives on the Consolidated Statements of Financial Condition

The tables below present the fair value of the Company’s derivative assets and liabilities as of March 31, 2024 and December 31, 2023.

March 31, 2024

December 31, 2023

Notional

Fair Value

Notional

Fair Value

(In thousands)

Amount

Assets

Amount

Assets

Derivatives designated as hedging instruments:

Cash flow hedges - interest rate products

150,000

13,107

150,000

12,492

Derivatives not designated as hedging instruments

Interest rate products

1,605,675

122,055

1,682,961

114,671

March 31, 2024

December 31, 2023

Notional

Fair Value

Notional

Fair Value

(In thousands)

Amount

Liabilities

Amount

Liabilities

Derivatives designated as hedging instruments:

Fair value hedges - interest rate products

500,000

1,353

500,000

6,594

Cash flow hedges - interest rate products

200,000

1,067

200,000

5,031

Derivatives not designated as hedging instruments:

Interest rate products

1,605,675

122,055

1,682,961

114,671

Other contracts

93,726

93,891

Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Operations

The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations for the three months ended March 31, 2024 and 2023.

March 31, 2024

March 31, 2023

Interest

(In thousands)

Income

Expense

Income

Expense

Effects of fair value or cash flow hedges are recorded

628

2,435

—

1,534

The effects of fair value and cash flow hedging:

Gain or (loss) on fair value hedging relationships

Interest contracts:

Hedged items

(5,273)

—

Derivatives designated as hedging instruments

5,901

—

Gain or (loss) on cash flow hedging relationships

Interest contracts:

Gain (loss) reclassified from AOCI into income

—

2,435

—

1,534

Fair Value Hedges

The Company uses fair value hedges to protect against changes in fair value of certain interest rate sensitive assets. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

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As of March 31, 2024 and December 31, 2023, the Company posted $1.3 million and $6.5 million, respectively, to the Chicago Mercantile Exchange ("CME") clearing house related to the fair value derivatives settled daily to market. The Company pays an average fixed rate of 4.82% and receives a floating rate based on the US federal funds effective rate for the life of the agreement without an exchange of the underlying notional amount. For derivatives that are designated as fair value hedges, the gain or loss on the derivatives as well as the loss or gain on the hedged item attributable to the hedged risk are recognized in earnings.

The amortized cost basis of the closed portfolio of the fixed rate mortgage loans on March 31, 2024 totaled $719.5 million. The amount identified as the last-of-layer in the open hedge relationship was $500.0 million, which is the amount of loans in the closed portfolio anticipated to be outstanding for the designated hedge period. The basis adjustment associated with the hedge was a $1.3 million asset as of March 31, 2024, which would be allocated across the entire remaining closed pool upon termination or maturity of the hedged relationship.

The amortized cost basis of the closed portfolio of the fixed rate mortgage loans on December 31, 2023 totaled $729.5 million. The amount identified as the last-of-layer in the open hedge relationship was $500.0 million, which is the amount of loans in the closed portfolio anticipated to be outstanding for the designated hedge period. The basis adjustment associated with the hedge was a $6.6 million asset as of December 31, 2023, which would be allocated across the entire remaining closed pool upon termination or maturity of the hedged relationship.

During the three months ended March 31, 2024, the Company recorded a $628 thousand credit from the swap transaction as a component of interest income in the consolidated statements of operations. During the three months ended March 31, 2023, the Company did not have any fair value hedge transactions.

As of March 31, 2024 and December 31, 2023, the following amounts were recorded on the consolidated statements of financial condition related to cumulative basis adjustment for fair value hedges:

March 31, 2024

December 31, 2023

(In thousands)

Carrying Amount of the Hedged Assets

Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets

Carrying Amount of the Hedged Assets

Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets

Fixed Rate Loans

720,781

1,318

736,098

6,591

Cash Flow Hedges

Cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company uses these types of derivatives to hedge the variable cash flows associated with existing or forecasted issuances of short-term borrowings.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. During the next twelve months, the Company estimates that an additional $8.0 million will be reclassified as a decrease to interest expense.

The Company did not terminate any derivatives during the three months ended March 31, 2024 and March 31, 2023, respectively.

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The table below presents the effect of the cash flow hedge accounting on accumulated other comprehensive income (loss) for the periods indicated:


	Three Months Ended
	March 31,
(In thousands)	2024		2023
Gain (loss) recognized in other comprehensive income (loss)	$	2,145	$	(2,111)
(Loss) gain reclassified from other comprehensive income into interest expense		(2,435)		313

All cash flow hedges are recorded gross on the Consolidated Statement of Financial Condition.

Certain cash flow hedges involve derivative agreements with third-party counterparties that contain provisions requiring the Company to post cash collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. As of March 31, 2024 and December 31, 2023, the Company did not post collateral to the third-party counterparties. As of March 31, 2024, the Company received $14.1 million in collateral from its third-party counterparties under the agreements in a net asset position. As of March 31, 2024, the Company posted $1.1 million to the CME clearing house that are accounted for as settlements of the derivative liabilities. As of December 31, 2023, the Company received $13.5 million in collateral from its third-party counterparties. As of December 31, 2023, the Company posted $4.9 million to the CME clearing house that are accounted for as settlements of the derivative liabilities.

Freestanding Derivatives

The Company maintains an interest-rate risk protection program for its loan portfolio in order to offer loan level derivatives with certain borrowers and to generate loan level derivative income. The Company enters into interest rate swap or interest rate floor agreements with borrowers. These interest rate derivatives are designed such that the borrower synthetically attains a fixed-rate loan, while the Company receives floating rate loan payments. The Company offsets the loan level interest rate swap exposure by entering into an offsetting interest rate swap or interest rate floor with an unaffiliated and reputable bank counterparty. These interest rate derivatives do not qualify as designated hedges, under ASU 815; therefore, each interest rate derivative is accounted for as a freestanding derivative. The notional amounts of the interest rate derivatives do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the

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notional amount and the other terms of the individual interest rate derivative agreements. The following tables reflect freestanding derivatives included in the consolidated statements of financial condition as of the dates indicated:


	March 31, 2024
		Notional		Fair Value		Fair Value
(Dollars in thousands)	Count	Amount		Assets		Liabilities
Included in derivative assets/(liabilities):
Loan level interest rate swaps with borrower	27	$	267,414	$	3,073	$	—
Loan level interest rate swaps with borrower	198		1,335,326		—		118,808
Loan level interest rate floors with borrower	2		2,935		—		174
Loan level interest rate swaps with third-party counterparties	27		267,414		—		3,073
Loan level interest rate swaps with third-party counterparties	198		1,335,326		118,808		—
Loan level interest rate floors with third-party counterparties	2		2,935		174		—


	December 31, 2023
		Notional		Fair Value		Fair Value
(Dollars in thousands)	Count	Amount		Assets		Liabilities
Included in derivative assets/(liabilities):
Loan level interest rate swaps with borrower	49	$	491,394	$	10,985	$	—
Loan level interest rate swaps with borrower	178		1,121,085		—		103,570
Loan level interest rate floors with borrower	2		29,721		—		—
Loan level interest rate floors with borrower	7		40,761		—		116
Loan level interest rate swaps with third-party counterparties	49		491,394		—		10,985
Loan level interest rate swaps with third-party counterparties	178		1,121,085		103,570		—
Loan level interest rate floors with third-party counterparties	2		29,721		—		—
Loan level interest rate floors with third-party counterparties	7		40,761		116		—

Loan level derivative income is recognized on the mark-to-market of the interest rate swap as a fair value adjustment at the time the transaction is closed. Total loan level derivative income is included in non-interest income as follows:

The interest rate swap product with the borrower is cross collateralized with the underlying loan and, therefore, there is no posted collateral. Certain interest rate swap agreements with third-party counterparties contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. As of March 31, 2024 and December 31, 2023, the Company did not post collateral to its third-party counterparties. As of March 31, 2024, the Company received $118.8 million in collateral from its third-party counterparties under the agreements in a net asset position. As of December 31, 2023, the Company received $94.7 million in collateral from its third-party counterparties under the agreements in a net asset position.

Risk Participation Agreements

The Company enters into risk participation agreements to manage economic risks but does not designate the instruments in hedge relationships. As of March 31, 2024 and December 31, 2023, the notional amounts of risk participation agreements for derivative liabilities were $93.7 million and $93.9 million, respectively. The related fair values of the Company’s risk participation agreements were immaterial as of March 31, 2024 and December 31, 2023.

Credit Risk Related Contingent Features

The Company’s agreements with each of its derivative counterparties state that if the Company defaults on any of its indebtedness, it could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty.

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The Company’s agreements with certain of its derivative counterparties state that if the Bank fails to maintain its status as a well-capitalized institution, the Bank could be required to terminate its derivative positions with the counterparty.

For derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, any breach of the above provisions by the Company may require settlement of its obligations under the agreements at the termination value with the respective counterparty. As of March 31, 2024, there were no derivatives in a net liability position, and therefore the termination value was zero. There were no provisions breached for the three months ended March 31, 2024.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 Inputs – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Significant other observable inputs such as any of the following: (1) quoted prices for similar assets or liabilities in active markets, (2) quoted prices for identical or similar assets or liabilities in markets that are not active, (3) inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates), or (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level 3 Inputs – Significant unobservable inputs for the asset or liability. Significant unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Significant unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Securities

The Company’s available-for-sale securities are reported at fair value, which were determined utilizing prices obtained from independent parties. The valuations obtained are based upon market data, and often utilize evaluated pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, pricing applications apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (obtained only from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain securities, additional inputs may be used or some market inputs may not be applicable. Prioritization of inputs may vary on any given day based on market conditions.

All MBS, CMOs, treasury securities, and agency notes are guaranteed either implicitly or explicitly by GSEs as of March 31, 2024 and December 31, 2023. In accordance with the Company’s investment policy, corporate securities are rated "investment grade" at the time of purchase and the financials of the issuers are reviewed quarterly. Obtaining market values as of March 31, 2024 and December 31, 2023 for these securities utilizing significant observable inputs was not difficult due to their liquid nature.

Derivatives

Derivatives represent interest rate swaps and estimated fair values are based on valuation models using observable market data as of the measurement date.

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The following tables present financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

��

Fair Value Measurements

at March 31, 2024 Using

Level 1

Level 2

Level 3

(In thousands)

Total

Inputs

Financial Assets:

Securities available-for-sale:

Agency notes

9,409

—

9,409

—

Treasury securities

228,171

—

228,171

—

Corporate securities

150,245

—

150,245

—

Pass-through MBS issued by GSEs

195,876

—

195,876

—

Agency CMOs

249,840

—

249,840

—

State and municipal obligations

25,675

—

25,675

—

Derivative – cash flow hedges

13,107

—

13,107

—

Derivative – freestanding derivatives, net

122,055

—

122,055

—

Financial Liabilities:

Derivative – fair value hedges

1,353

—

1,353

—

Derivative – cash flow hedges

1,067

—

1,067

—

Derivative – freestanding derivatives, net

122,055

—

122,055

—


			Fair Value Measurements
			at December 31, 2023 Using
			Level 1		Level 2		Level 3
(In thousands)	Total		Inputs		Inputs		Inputs
Financial Assets:
Securities available-for-sale:
Agency Notes	$	9,371	$	—	$	9,371	$
Treasury securities		234,190		—		234,190		—
Corporate securities		151,170		—		151,170		—
Pass-through MBS issued by GSEs		205,285		—		205,285		—
Agency CMOs		259,415		—		259,415		—
State and municipal obligations		26,809		—		26,809		—
Derivative – cash flow hedges		7,461		—		7,461		—
Derivative – freestanding derivatives, net		114,671		—		114,671		—
Financial Liabilities:
Derivative – fair value hedge		6,594		—		6,594		—
Derivative – freestanding derivatives, net		114,671		—		114,671		—

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis. That is, they are subject to fair value adjustments in certain circumstances. Financial assets measured at fair value on a non-recurring basis include certain individually evaluated loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral.

March 31, 2024

Fair Value Measurements Using:

Quoted Prices

In Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Carrying

Assets

Inputs

(In thousands)

Value

(Level 1)

(Level 2)

(Level 3)

Individually evaluated loans

854

—

854

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December 31, 2023

Fair Value Measurements Using:

Quoted Prices

In Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Carrying

Assets

Inputs

(In thousands)

Value

(Level 1)

(Level 2)

(Level 3)

Individually evaluated loans

6,336

—

6,336

Collateral dependent individually evaluated loans with an allowance for credit losses at March 31, 2024 had a carrying amount of $854 thousand, which is made up of the outstanding balance of $2.4 million, net of a valuation allowance of $1.5 million. There was a credit loss recovery of $807 thousand on collateral dependent individually evaluated loans during the three months ended March 31, 2024, which is included in the amounts reported in the Consolidated Statements of Operations.

Individually evaluated loans with an allowance for credit losses at December 31, 2023 had a carrying amount of $6.3 million, which is made up of the outstanding balance of $7.3 million, net of a valuation allowance of $1.0 million.

Financial Instruments Not Measured at Fair Value

The following tables present the carrying amounts and estimated fair values of financial instruments other than those measured at fair value on either a recurring or non-recurring basis for the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Fair Value Measurements

at March 31, 2024 Using

Carrying

Level 1

Level 2

Level 3

(In thousands)

Amount

Inputs

Total

Financial Assets:

Cash and due from banks

370,852

—

370,852

Securities held-to-maturity

589,331

—

504,718

—

504,718

Loans held for investment, net

10,687,661

—

10,158,385

Accrued interest receivable

55,369

—

5,798

49,571

55,369

Financial Liabilities:

Savings, money market and checking accounts ⁽¹⁾

9,343,720

—

9,343,720

Certificates of Deposits ("CDs")

1,555,157

—

1,550,668

—

1,550,668

FHLBNY advances

773,000

—

772,467

—

772,467

Subordinated debt, net

200,174

—

157,374

—

157,374

Accrued interest payable

20,121

—

20,121

—

20,121

⁽¹⁾ Includes mortgage escrow deposits.

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			Fair Value Measurements
			at December 31, 2023 Using
	Carrying		Level 1		Level 2		Level 3
(In thousands)	Amount		Inputs		Inputs		Inputs		Total
Financial Assets:
Cash and due from banks	$	457,547	$	457,547	$	—	$	—	$	457,547
Securities held-to-maturity		594,639		—		516,930		—		516,930
Loans held for investment, net		10,695,349		—		—		10,305,026		10,305,026
Accrued interest receivable		55,666		—		6,593		49,073		55,666
Financial Liabilities:
Savings, money market and checking accounts⁽¹⁾		8,922,972		8,922,972		—		—		8,922,972
CDs		1,607,683		—		1,602,087		—		1,602,087
FHLBNY advances		1,313,000		—		1,312,940		—		1,312,940
Subordinated debt, net		200,196		—		160,696		—		160,696
Accrued interest payable		17,298		—		17,298		—		17,298

⁽¹⁾ Includes mortgage escrow deposits.

11. OTHER INTANGIBLE ASSETS

The following table presents the carrying amount and accumulated amortization of intangible assets that are amortizable.


(In thousands)	March 31, 2024		December 31, 2023
Gross carrying value	$	10,204	$	10,204
Accumulated amortization		(5,451)		(5,145)
Net carrying amount	$	4,753	$	5,059

Amortization expense recognized on intangible assets was $307 thousand and $377 thousand for the three months ended March 31, 2024 and March 31, 2023, respectively.

Estimated amortization expense for the remainder of 2024 through 2028 and thereafter is as follows:


(In thousands)
2024	$	857
2025		958
2026		795
2027		664
2028		560
Thereafter		919
Total	$	4,753

12. FHLBNY ADVANCES

The Bank had borrowings from the FHLBNY totaling $773.0 million and $1.31 billion at March 31, 2024 and December 31, 2023, respectively, all of which were fixed rate. In accordance with its Advances, Collateral Pledge and Security Agreement with the FHLBNY, the Bank had remaining FHLB borrowing capacity of $1.76 billion as of March 31, 2024 and $1.19 billion as of December 31, 2023, and maintained sufficient qualifying collateral, as defined by the FHLBNY. At March 31, 2024 there were no callable Advances.

The following table is a summary of FHLBNY extinguishments for the periods presented:


	Three Months Ended March 31,
(Dollars in thousands)		2024			2023
FHLBNY advances extinguished	$	1,655,000		$	-
Weighted average rate		5.28	%		-	%
Loss on extinguishment of debt	$	453		$	-

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The following table presents the contractual maturities of FHLBNY advances for each of the next five years.


(Dollars in thousands)	March 31, 2024		December 31, 2023
Overnight, fixed rate at 5.56%	$	75,000	$	—
2024, fixed rate at rates from 5.25% to 5.56%		650,000		1,265,000
2027, fixed rate at 4.25%		36,000		36,000
2028, fixed rate at 4.04%		12,000		12,000
Total FHLBNY advances	$	773,000	$	1,313,000

Total FHLBNY advances had a weighted average interest rate of 5.39% and 5.23% at March 31, 2024 and December 31, 2023, respectively.

13. SUBORDINATED DEBENTURES

On May 6, 2022, the Company issued $160.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due 2032 (“the Notes”). The Notes are callable at par after five years, have a stated maturity of May 15, 2032 and bear interest at a fixed annual rate of 5.00% per year, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2022. The last interest payment for the fixed rate period will be May 15, 2027. From and including May 15, 2027 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the benchmark rate (which is expected to be Three-Month Term SOFR) plus 218-basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2027.

The Company used the net proceeds of the offering for the repayment of $115.0 million of the Company’s 4.50% fixed-to-floating rate subordinated notes due 2027 on June 15, 2022, and $40.0 million of the Company’s 5.25% fixed-to-floating rate subordinated debentures due 2025 on June 30, 2022. The repayment of the subordinated notes due 2027 resulted in a pre-tax write-off of debt issuance costs of $740 thousand, which was recognized in loss on extinguishment of debt in non-interest expense.

The remaining $40.0 million of fixed-to-floating rate subordinated debentures were issued by the Company in September 2015, are callable at par after ten years, have a stated maturity of September 30, 2030, and bear interest at a fixed annual rate of 5.75% per year, for the first ten years. From and including September 30, 2025 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month CME Term SOFR plus 372 basis points.

The subordinated debentures totaled $200.2 million at March 31, 2024 and December 31, 2023, respectively. Interest expense related to the subordinated debentures was $2.6 million during the three months ended March 31, 2024 and 2023, respectively. The subordinated debentures are included in tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

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14. RETIREMENT AND POSTRETIREMENT PLANS

The Bank maintains two noncontributory pension plans that existed before the Merger: (i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees.

Employee Retirement Plan

The Bank sponsors the Employee Retirement Plan, a tax-qualified, noncontributory, defined-benefit retirement plan. Prior to April 1, 2000, substantially all full-time employees of at least 21 years of age were eligible for participation after one year of service. Effective April 1, 2000, the Bank froze all participant benefits under the Employee Retirement Plan. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the Employee Retirement Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. For the year ended December 31, 2023, the Bank used December 31^st as its measurement date for the Employee Retirement Plan.

BNB Bank Pension Plan

During 2012, Bridge Bancorp, Inc., (“Bridge”) amended the BNB Bank Pension Plan by revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered Bridge employees. Additionally, new Bridge employees hired on or after October 1, 2012 were not eligible for the BNB Bank Pension Plan. Effective December 31, 2023, the Bank froze all participant benefits under the BNB Pension Plan, the impact of which is reflected in the recorded curtailment as of December 31, 2023. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the BNB Bank Pension Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. For the year ended December 31, 2023, the Bank used December 31^st as its measurement date for the BNB Bank Pension Plan.

The following table represents the components of net periodic (credit) benefit cost included in other non-interest expense, except for service cost which is reported in salaries and employee benefits expense, in the Consolidated Statements of Operations. Net expenses associated with these plans were comprised of the following components:


	Three Months Ended March 31,
		2024			2023

	BNB Bank		Employee		BNB Bank		Employee
(In thousands)	Pension Plan		Retirement Plan		Pension Plan		Retirement Plan
Service cost	$	—	$	—	$	175	$	—
Interest cost		310		210		330		223
Expected return on assets		(680)		(360)		(687)		(383)
Amortization of unrealized loss		—		203		—		148
Net periodic (credit) benefit	$	(370)	$	53	$	(182)	$	(12)

There were no contributions to the BNB Bank Pension Plan or the Employee Retirement Plan for the three months ended March 31, 2024.

401(k) Plan

The Company maintains a 401(k) Plan (the “401(k) Plan”) that existed before the Merger. The 401(k) Plan covers substantially all current employees. Newly hired employees are automatically enrolled in the plan on the first day of the month following the 60^th day of employment, unless they elect not to participate. Participants may contribute a portion of their pre-tax base salary, generally not to exceed $23,000 for the calendar year ended December 31, 2024. Under the provisions of the 401(k) Plan, employee contributions are partially matched by the Bank as follows: 100% of each employee’s contributions up to 1% of each employee’s compensation plus 50% of each employee’s contributions over 1% but not in excess of 6% of each employee’s compensation for a maximum contribution of 3.5% of a participating employee’s compensation. Participants can invest their account balances into several investment alternatives. The 401(k) Plan does not allow for investment in the Company’s common stock. The 401(k) Plan held Company common stock within the accounts of participants totaling $4.4 million at March 31, 2024. During the three months ended March

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31, 2024 and 2023, total expense recognized as a component of salaries and employee benefits expense for the 401(k) Plan was $872 thousand and $936 thousand, respectively.

15. STOCK-BASED COMPENSATION

In May 2021, the Company’s shareholders approved the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) to provide the Company with sufficient equity compensation to meet the objectives of appropriately incentivizing its officers, other employees, and directors to execute our strategic plan to build shareholder value, while providing appropriate shareholder protections. The Company no longer makes grants under the Legacy Stock Plans. Awards outstanding under the Legacy Stock Plans will continue to remain outstanding and subject to the terms and conditions of the Legacy Stock Plans. At March 31, 2024, there were 491,238 shares reserved for issuance under the 2021 Equity Incentive Plan.

Stock Option Awards

The following table presents a summary of activity related to stock options granted under the Legacy Stock Plans, and changes during the period then ended:


				Weighted-
				Average
		Weighted-		Remaining	Aggregate
	Number of	Average Exercise		Contractual	Intrinsic
(Dollars in thousands except share and per share amounts)	Options	Price		Years	Value
Options outstanding at January 1, 2024	26,995	$	35.39	5.2		—
Options exercised	—		—
Options forfeited	—		—
Options outstanding at March 31, 2024	26,995	$	35.39	5.0	$	—
Options vested and exercisable at March 31, 2024	26,995	$	35.39	5.0	$	—

Information related to stock options during each period is as follows:


	March 31,
(In thousands)	2024		2023
Cash received for option exercise cost	$	—	$	—
Income tax (expense) benefit recognized on stock option exercises		—		—
Intrinsic value of options exercised		—		—

The range of exercise prices and weighted-average remaining contractual lives of both outstanding and vested options (by option exercise cost) as of March 31, 2024 were as follows:


	Outstanding Options		Vested Options
		Weighted		Weighted
		Average		Average
	Number	Contractual	Number	Contractual
	of	Years	of	Years
	Options	Remaining	Options	Remaining
Exercise Prices:
$34.87	10,061	5.9	10,061	5.9
$35.35	9,802	4.9	9,802	4.9
$36.19	7,132	3.9	7,132	3.9
Total	26,995	5.0	26,995	5.0

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Restricted Stock Awards

The Company has made RSA grants to outside Directors and certain officers under the Legacy Stock Plans and the 2021 Equity Incentive Plan. Typically, awards to outside Directors fully vest on the first anniversary of the grant date, while awards to officers vest over a pre-determined requisite period. All awards were made at the fair value of the Company’s common stock on the grant date. Compensation expense on all RSAs is based upon the fair value of the shares on the respective dates of the grant.

The following table presents a summary of activity related to the RSAs granted, and changes during the period then ended:


		Weighted-
		Average
	Number of	Grant-Date
	Shares	Fair Value
Unvested allocated shares outstanding at January 1, 2024	356,795	$	26.88
Shares granted	147,886		22.55
Shares vested	(143,260)		26.63
Shares forfeited	(400)		30.53
Unvested allocated shares outstanding at March 31, 2024	361,021	$	25.20

Information related to RSAs during each period is as follows:


	Three Months Ended
	March 31,
(In thousands)	2024		2023
Compensation expense recognized	$	1,373	$	1,058
Income tax (expense) benefit recognized on vesting of RSAs		(240)		(13)

As of March 31, 2024, there was $7.6 million of total unrecognized compensation cost related to unvested RSAs to be recognized over a weighted-average period of 2.0 years.

Performance-Based Share Awards

The Company maintains a long-term incentive award program (“LTIP”) for certain officers, which meets the criteria for equity-based accounting. For each award, threshold (50% of target), target (100% of target) and stretch (150% of target) opportunities are eligible to be earned over a three-year performance period based on the Company’s relative performance on certain goals that were established at the onset of the performance period and cannot be altered subsequently. Shares of common stock are issued on the grant date and held as unvested stock awards until the end of the performance period. Shares are issued at the stretch opportunity in order to ensure that an adequate number of shares are allocated for shares expected to vest at the end of the performance period. Compensation expense on PSAs is based upon the fair value of the shares on the date of the grant for the expected aggregate share payout as of the period end.

The following table presents a summary of activity related to the PSAs granted, and changes during the period then ended:


		Weighted-
		Average
	Number of	Grant-Date
	Shares	Fair Value
Maximum aggregate share payout at January 1, 2024	229,910	$	20.97
Shares granted	—		—
Shares forfeited	—		—
Maximum aggregate share payout at March 31, 2024	229,910	$	20.97
Minimum aggregate share payout	—		—
Expected aggregate share payout	210,820	$	20.21

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Information related to PSAs during each period is as follows:


	March 31,
(In thousands)	2024		2023
Compensation (benefit) expense recognized	$	357	$	245
Income tax expense recognized on vesting of PSAs		—		(15)

As of March 31, 2024, there was $2.4 million of total unrecognized compensation cost related to unvested PSAs based on the expected aggregate share payout to be recognized over a weighted-average period of 2.0 years.

16. INCOME TAXES

During the three months ended March 31, 2024 and 2023, the Company’s consolidated effective tax rates were 27.1% and 26.8%, respectively. There was no significant unusual income tax items during the three months ended March 31, 2024 and 2023, respectively.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Dime Community Bancshares, Inc., a New York corporation, is a bank holding company formed in 1988. On a parent-only basis, the Holding Company has minimal operations, other than as owner of Dime Community Bank. The Holding Company is dependent on dividends from its wholly-owned subsidiary, Dime Community Bank, its own earnings, additional capital raised, and borrowings as sources of funds. The information in this report reflects principally the financial condition and results of operations of the Bank. The Bank's results of operations are primarily dependent on its net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowings. The Bank also generates non-interest income, such as fee income on deposit and loan accounts, merchant credit and debit card processing programs, loan swap fees, investment services, income from its title insurance subsidiary, and net gains on sales of securities and loans. The level of non-interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and administrative expenses, expenses from the Bank’s title insurance subsidiary, and income tax expense, further affects our net income. Certain reclassifications have been made to prior year amounts and the related discussion and analysis to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders' equity.

Selected Financial Highlights and Other Data

(Dollars in Thousands Except Per Share Amounts)


	At or For the
	Three Months Ended
	March 31,
	2024			2023
Per Share Data:
Reported EPS (Diluted)	$	0.41		$	0.92
Cash dividends paid per common share		0.25			0.24
Book value per common share		28.84			27.70
Dividend payout ratio		60.98	%		26.09	%
Performance and Other Selected Ratios:
Return on average assets		0.51	%		1.11	%
Return on average equity		5.68			12.50
Net interest spread		1.15			1.92
Net interest margin		2.21			2.74
Average interest-earning assets to average interest-bearing liabilities		138.59			146.80
Non-interest expense to average assets		1.52			1.41
Efficiency ratio		64.0			50.1
Loan-to-deposit ratio at end of period		98.8			101.5
Effective tax rate		27.13			26.75
Asset Quality Summary:
Non-performing loans ⁽¹⁾	$	34,827		$	31,544
Non-performing assets		34,827			31,544
Net charge-offs		739			1,541
Non-performing assets/Total assets		0.26	%		0.23	%
Non-performing loans/Total loans		0.32			0.29
Allowance for credit losses/Total loans		0.71			0.73
Allowance for credit losses/Non-performing loans		218.42			248.34

(1) Non-performing loans are defined as all loans on non-accrual status.

Critical Accounting Estimates

Note 1. Summary of Significant Accounting Policies, to the Company’s Audited Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2023 contains a summary of significant accounting policies. These accounting policies may require various levels of subjectivity, estimates or judgment by management. Policies with respect to the methodologies it uses to determine the allowance for credit losses on loans held for investment and fair value

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of loans acquired in a business combination are critical accounting policies because they are important to the presentation of the Company’s consolidated financial condition and results of operations. These critical accounting estimates involve a significant degree of complexity and require management to make difficult and subjective judgments which often necessitate assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions or estimates could result in material variations in the Company’s consolidated results of operations or financial condition.

Management has reviewed the following critical accounting estimates and related disclosures with its Audit Committee.

Allowance for Credit Losses on Loans Held for Investment

Methods and Assumptions Underlying the Estimate

The allowance for credit losses is established and maintained through a provision for credit losses based on expected losses inherent in our loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis, and additions to the allowance are charged to expense and realized losses, net of recoveries, are charged against the allowance.

Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In determining the allowance for credit losses for loans that share similar risk characteristics, the Company utilizes a model which compares the amortized cost basis of the loan to the net present value of expected cash flows to be collected. Expected credit losses are determined by aggregating the individual cash flows and calculating a loss percentage by loan segment, or pool, for loans that share similar risk characteristics. For a loan that does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. Within the model, assumptions are made in the determination of probability of default, loss given default, reasonable and supportable economic forecasts, prepayment rate, curtailment rate, and recovery lag periods. Management assesses the sensitivity of key assumptions at least annually by stressing the assumptions to understand the impact on the model.

Statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of a peer group of banks that operate in and around Dime’s footprint. These models are then utilized to forecast future expected loan losses based on expected future behavior of the same macro-economic variables. Adjustments to the quantitative results are made using qualitative factors. These factors include: (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets; (3) the nature and volume of the loan portfolio; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due loans; (6) the quality of our loan review system; (7) the value of underlying collateral for collateralized loans; (8) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and (9) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.

The Company evaluates loans that do not share risk characteristics on an individual basis based on various factors. Factors that may be considered are borrower delinquency trends and non-accrual status, probability of foreclosure or note sale, changes in the borrower’s circumstances or cash collections, borrower’s industry, or other facts and circumstances of the loan or collateral. The expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For collateral dependent loans, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, less estimated costs to sell.

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Uncertainties Regarding the Estimate

Estimating the timing and amounts of future losses is subject to significant management judgment as these projected cash flows rely upon the estimates discussed above and factors that are reflective of current or future expected conditions. These estimates depend on the duration of current overall economic conditions, industry, borrower, or portfolio specific conditions. Volatility in certain credit metrics and differences between expected and actual outcomes are to be expected.

Customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. Bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs.

Impact on Financial Condition and Results of Operations

If our assumptions prove to be incorrect, the allowance for credit losses may not be sufficient to cover expected losses in the loan portfolio, resulting in additions to the allowance. Future additions or reductions to the allowance may be necessary based on changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance through charges to earnings which would materially decrease our net income.

We may experience significant credit losses if borrowers experience financial difficulties, which could have a material adverse effect on our operating results.

In addition, various regulatory agencies, as an integral part of the examination process, periodically review the allowance for credit losses. Such agencies may require the Bank to recognize adjustments to the allowance based on their judgments of the information available to them at the time of their examination.

Fair value of loans acquired in a business combination

Methods and Assumptions Underlying the Estimate

On February 1, 2021, the Company completed a merger of equals business combination accounted for as a reverse merger using the acquisition method of accounting. As a part of accounting for the Merger, fair value estimates were calculated with a combination of assumptions by management and by using a third party. The fair value often involved third-party estimates utilizing input assumptions by management which may be complex or uncertain. The fair value of acquired loans was based on a discounted cash flow methodology that considers factors such as type of loan and related collateral, and requires management’s judgment on estimates about discount rates, expected future cash flows, market conditions and other future events.

For purchased financial loans with credit deterioration (“PCD”), an estimate of expected credit losses was made for loans with similar risk characteristics and was added to the purchase price to establish the initial amortized cost basis of the PCD loans. Any difference between the unpaid principal balance and the amortized cost basis is considered to relate to non-credit factors and resulted in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. For acquired loans not deemed PCD at acquisition, the differences between the initial fair value and the unpaid principal balance are recognized as interest income on a level-yield basis over the lives of the related loans.

Uncertainties Regarding the Estimate

Management relied on economic forecasts, internal valuations, or other relevant factors which were available at the time of the Merger in the determination of the assumptions used to calculate the fair value of the acquired loans. Discount rates, expected future cash flows, market conditions and other future events are subjective and may differ from estimates.

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Impact on Financial Condition and Results of Operations

The estimate of fair values on acquired loans contributed to the recorded goodwill from the Merger. In future income statement periods, interest income on loans will include the amortization and accretion of any premiums and discounts resulting from the fair value of acquired loans. Additionally, the provision for credit losses on acquired individually analyzed PCD loans may be impacted due to changes in the assumptions used to calculate expected cash flows.

Liquidity and Capital Resources

The Board of Directors of the Bank has approved a liquidity policy that it reviews and updates at least annually. Senior management is responsible for implementing the policy. The Bank’s Asset Liability Committee (“ALCO”) is responsible for general oversight and strategic implementation of the policy and management of the appropriate departments are designated responsibility for implementing any strategies established by ALCO. On a daily basis, appropriate senior management receives a current cash position report and one-week forecast to ensure that all short-term obligations are timely satisfied and that adequate liquidity exists to fund future activities. Reports detailing the Bank’s liquidity reserves are presented to appropriate senior management on a monthly basis, and the Board of Directors at each of its meetings. In addition, a twelve-month liquidity forecast is presented to ALCO in order to assess potential future liquidity concerns. A forecast of cash flow data for the upcoming 12 months is presented to the Board of Directors on an annual basis. Given recent banking industry events, management is also monitoring the level of uninsured deposits on a daily basis.

Liquidity is primarily needed to meet customer borrowing commitments and deposit withdrawals, either on demand or on contractual maturity, to repay borrowings as they mature, to fund current and planned expenditures and to make new loans and investments as opportunities arise. The Bank’s primary sources of funding for its lending and investment activities include deposits, loan and MBS payments, investment security principal and interest payments and advances from the FHLBNY. The Bank may also sell or securitize selected multifamily residential, mixed-use or one-to-four family residential real estate loans to private sector secondary market purchasers and has in the past sold such loans to FNMA and FHLMC. The Company may additionally issue debt or equity under appropriate circumstances. Although maturities and scheduled amortization of loans and investments are predictable sources of funds, deposit flows and prepayments on real estate loans and MBS are influenced by interest rates, economic conditions and competition.

The Bank is a member of American Financial Exchange (“AFX”), through which it may either borrow or lend funds on an overnight or short-term basis with other member institutions. The availability of funds changes daily.

The Bank utilizes repurchase agreements as part of its borrowing policy to add liquidity. Repurchase agreements represent funds received from customers, generally on an overnight basis, which are collateralized by investment securities. As of March 31, 2024 and December 31, 2023 the Bank did not have any repurchase agreements.

The Bank gathers deposits in direct competition with commercial banks, savings banks and brokerage firms, many among the largest in the nation. It must additionally compete for deposit monies against the stock and bond markets, especially during periods of strong performance in those arenas. The Bank’s deposit flows are affected primarily by the pricing and marketing of its deposit products compared to its competitors, as well as the market performance of depositor investment alternatives such as the U.S. bond or equity markets. To the extent that the Bank is responsive to general market increases or declines in interest rates, its deposit flows should not be materially impacted. However, favorable performance of the equity or bond markets could adversely impact the Bank’s deposit flows.

Total deposits (including escrow) increased $368.2 million during the three months ended March 31, 2024, compared to an increase of $315.8 million for the three months ended March 31, 2023. Within deposits, core deposits (i.e., non-CDs) increased $420.7 million during the three months ended March 31, 2024 compared to a decrease of $88.1 million during the three months ended March 31, 2023. The increase in core deposits was primarily due to growth in business deposits. In the event that the Bank should require funds beyond its ability or desire to generate them internally, an additional source of funds is available through its borrowing line at the FHLBNY or borrowing capacity through AFX and lines of credit with unaffiliated correspondent banks. At March 31, 2024, the Bank had remaining borrowing capacity of $1.76 billion through the FHLBNY, subject to customary minimum FHLBNY common stock ownership requirements (i.e., 4.5% of the Bank’s outstanding FHLBNY borrowings).

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The Bank reduced its outstanding FHLBNY advances by $540.0 million during the three months ended March 31, 2024, compared to a $367.0 million increase during the three months ended March 31, 2023. See Note 12. “FHLBNY Advances” for further information.

Subordinated debentures totaled $200.2 million at March 31, 2024 and at December 31, 2023, respectively. See Note 13. “Subordinated Debentures” to our Consolidated Financial Statements for further information.

During the three months ended March 31, 2024 and 2023, real estate loan originations totaled $98.3 million and $346.7 million, respectively. During the three months ended March 31, 2024 and 2023, C&I loan originations totaled $21.1 million and $5.2 million, respectively.

The Bank did not have any sales or purchases of securities available-for-sale during the three months ended March 31, 2024. The Bank had sales and purchases of securities available-for-sale of $79.3 million and $78.2 million, respectively during the three months ended March 31, 2023. Proceeds from pay downs and calls and maturities of available-for-sale securities were $29.7 million and $16.2 million for the three months ended March 31, 2024 and 2023, respectively.

The Bank did not have any sales of held-to-maturity securities during the three months ended March 31, 2024 or 2023, respectively. The Bank did not have any purchases of securities held-to-maturity during the three months ended March 31, 2024. Purchases of held-to-maturity securities totaled $23.7 million during the three months ended March 31, 2023. Proceeds from pay downs and calls and maturities of held-to-maturity securities were $6.1 million and $4.7 million for the three months ended March 31, 2024 and 2023, respectively.

The Company and the Bank are subject to minimum regulatory capital requirements imposed by their primary federal regulators. As a general matter, these capital requirements are based on the amount and composition of an institution’s assets. At March 31, 2024, each of the Company and the Bank were in compliance with all applicable regulatory capital requirements and the Bank was considered "well capitalized" for all regulatory purposes.

The following table summarizes Company and Bank capital ratios calculated under the Basel III Capital Rules framework as of the period indicated:


	Actual Ratios at March 31, 2024
							Basel III
				Consolidated			Minimum			To Be Categorized as
	Bank			Company			Requirement			“Well Capitalized” ⁽¹⁾
Tier 1 common equity ratio		12.8	%		10.0	%		4.5	%	6.5	%
Tier 1 risk-based capital ratio		12.8			11.1			6.0		8.0
Total risk-based capital ratio		13.5			13.8			8.0		10.0
Tier 1 leverage ratio		9.8			8.5			4.0		5.0

(1) Only the Bank is subject to these requirements.

During the three months ended March 31, 2024, the Holding Company did not repurchase any shares of its common stock. The Holding Company repurchased 24,813 shares of its common stock at an aggregate cost of $715 thousand during the three months ended March 31, 2023. As of March 31, 2024, 1,566,947 shares remained available for purchase under the authorized share repurchase programs. See "Part II - Item 2. Other Information - Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities" for additional information about repurchases of common stock.

The Holding Company paid $1.8 million in cash dividends on its preferred stock during the three months ended March 31, 2024 and 2023, respectively.

The Holding Company paid $9.7 million and $9.2 million in cash dividends on its common stock during the three months ended March 31, 2024 and 2023, respectively.

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Contractual Obligations

The Bank generally has borrowings outstanding in the form of FHLBNY advances, short-term or overnight borrowings, subordinated debt, as well as customer CDs with fixed contractual interest rates. In addition, the Bank is obligated to make rental payments under leases on certain of its branches and equipment.

Off-Balance Sheet Arrangements

As part of its loan origination business, the Bank generally has outstanding commitments to extend credit to borrowers, which are originated pursuant to its regular underwriting standards. Available lines of credit may not be drawn on or may expire prior to funding, in whole or in part, and amounts are not estimates of future cash flows. As of March 31, 2024, the Bank had $142.0 million of firm loan commitments that were accepted by the borrowers. All of these commitments are expected to close during the remainder of the year ending December 31, 2024.

Additionally, in connection with a loan securitization completed in December 2017, the Bank executed a reimbursement agreement with FHLMC that obligates the Company to reimburse FHLMC for any contractual principal and interest payments on defaulted loans, not to exceed 10% of the original principal amount of the loans comprising the aggregate balance of the loan pool at securitization. The maximum exposure under this reimbursement obligation is $28.0 million. The Bank has pledged $27.9 million of pass-through MBS issued by GSEs as collateral.

Asset Quality

General

We do not originate or purchase loans, either whole loans or loans underlying MBS, which would have been considered subprime loans at origination, i.e., real estate loans advanced to borrowers who did not qualify for market interest rates because of problems with their income or credit history. See Note 6 to our unaudited condensed Consolidated Financial Statements for a discussion of evaluation for impaired securities.

Monitoring and Collection of Delinquent Loans

Our management reviews delinquent loans on a monthly basis and reports to our Board of Directors at each regularly scheduled Board meeting regarding the status of all non-performing and otherwise delinquent loans in our loan portfolio.

Our loan servicing policies and procedures require that an automated late notice be sent to a delinquent borrower as soon as possible after a payment is ten days late in the case of multifamily residential, commercial real estate loans, and C&I loans, or fifteen days late in connection with one-to-four family or consumer loans. Thereafter, periodic letters are mailed and phone calls placed to the borrower until payment is received. When contact is made with the borrower at any time prior to foreclosure, we will attempt to obtain the full payment due or negotiate a repayment schedule with the borrower to avoid foreclosure.

Accrual of interest is generally discontinued on a loan that meets any of the following three criteria: (i) full payment of principal or interest is not expected; (ii) principal or interest has been in default for a period of 90 days or more (unless the loan is both deemed to be well secured and in the process of collection); or (iii) an election has otherwise been made to maintain the loan on a cash basis due to deterioration in the financial condition of the borrower. Such non-accrual determination practices are applied consistently to all loans regardless of their internal classification or designation. Upon entering non-accrual status, we reverse all outstanding accrued interest receivable.

We generally initiate foreclosure proceedings on real estate loans when a loan enters non-accrual status based upon non-payment, unless the borrower is paying in accordance with an agreed upon modified payment agreement. We obtain an updated appraisal to calculate a potential collateral shortfall and to reserve appropriately for the potential loss. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure action is completed, the property securing the loan is transferred to Other Real Estate Owned (“OREO”) status. We generally attempt to utilize all available remedies, such as note sales in lieu of foreclosure, in an effort to resolve non-accrual loans

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and OREO properties as quickly and prudently as possible in consideration of market conditions, the physical condition of the property and any other mitigating circumstances. We have not initiated any expected or imminent foreclosure proceedings that are likely to have a material adverse impact on our Consolidated Financial Statements. In the event that a non-accrual loan is subsequently brought current, it is returned to accrual status once the doubt concerning collectability has been removed and the borrower has demonstrated performance in accordance with the loan terms and conditions for a period of generally at least six months.

The C&I portfolio is actively managed by our lenders and underwriters. Most credit facilities typically require an annual review of the exposure and borrowers are required to submit annual financial reporting and loans are structured with financial covenants to indicate expected performance levels. Smaller C&I loans are monitored based on performance and the ability to draw against a credit line is curtailed if there are any indications of credit deterioration. Guarantors are also required to update their financial reporting. All exposures are risk rated and those entering adverse ratings due to financial performance concerns of the borrower or material delinquency of any payments or financial reporting are subjected to added management scrutiny. Measures taken typically include amendments to the amount of the available credit facility, requirements for increased collateral, additional guarantor support or a material enhancement to the frequency and quality of financial reporting. Loans determined to reach adverse risk rating standards are monitored closely by Credit Administration to identify any potential credit losses. When warranted, loans reaching a Substandard rating could be reassigned to the Workout Group for direct handling.

Non-accrual Loans

Within our held-for-investment loan portfolio, non-accrual loans totaled $34.8 million at March 31, 2024 and $29.1 million at December 31, 2023.

The following is a reconciliation of non-accrual loans as of the dates indicated:


	March 31,				December 31,			March 31,
	2024			2023			2023

	(Dollars in thousands)
Non-accrual loans:
Business loans	$	18,213		$	18,574		$	25,512
One-to-four family residential, including condominium and cooperative apartment		3,689			3,248			2,808
Multifamily residential and residential mixed-use		—			—			—
Non-owner-occupied commercial real estate		15			6,620			2,468
ADC		12,910			657			657
Other loans		—			—			99
Total non-accrual loans	$	34,827		$	29,099		$	31,544
Ratios:
Total non-accrual loans to total loans		0.32	%		0.27	%		0.29	%
Total non-performing assets to total assets		0.26			0.21			0.23

TDR Disclosures Prior to Our Adoption of ASU No. 2022-02

Prior to our adoption of ASU No. 2022-02, we accounted for TDRs as a loan that we, for economic or legal reasons related to a borrower’s financial difficulties, granted a concession to the borrower that we would not otherwise grant. Those concessions included a reduction of interest rate for the remaining term of the loan, the maturity date of the loan was extended with a stated interest rate lower than the current market rate for new debt with similar risk, and the outstanding principal amount and/or accrued interest have been reduced. In instances in which the interest rate had been reduced, management would not deem the modification a TDR in the event that the reduction in interest rate reflected either a general decline in market interest rates or an effort to maintain a relationship with a borrower who could readily obtain funds from other sources at the current market interest rate, and the terms of the restructured loan are comparable to the terms offered by the Bank to non-troubled debtors.

On January 1, 2023, we adopted ASU 2022-02, which eliminated TDR accounting prospectively for all restructurings occurring on or after January 1, 2023. The accrual status of each restructured loan is determined separately in accordance with our policies for determining accrual or non-accrual status. At the time the modification agreement is entered into

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between the Bank and the borrower the loan can be on either accrual or non-accrual status. If a loan is on non-accrual status at the time it is restructured, it continues to be classified as non-accrual until the borrower has demonstrated compliance with the modified loan terms for a period of at least six months. Conversely, if at the time of restructuring the loan is performing (and accruing) it will remain accruing throughout its restructured period, unless the loan subsequently meets any of the criteria for non-accrual status under our policy and agency regulations.

Within the allowance for credit losses, losses are estimated for restructured loans on accrual status and well as restructured loans on non-accrual status that are one-to-four family loans or consumer loans, on a pooled basis with loans that share similar risk characteristics. Restructured loans on non-accrual status excluding one-to-four family and consumer loans are individually evaluated to determine expected credit losses. For restructured loans that are collateral-dependent where we have determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and we expect repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of collateral, less the estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. For non-collateral-dependent loans, the allowance for credit losses is measured based on the difference between the present value of expected cash flows and the amortized cost basis of the loan as of the measurement date.

OREO

Property acquired by the Bank, or a subsidiary, as a result of foreclosure on a mortgage loan or a deed in lieu of foreclosure is classified as OREO. Upon entering OREO status, we obtain a current appraisal on the property and reassess the likely realizable value (a/k/a fair value) of the property quarterly thereafter. OREO is carried at the lower of the fair value or book balance, with any write downs recognized through a provision recorded in non-interest expense. Only the appraised value, or either a contractual or formal marketed value that falls below the appraised value, is used when determining the likely realizable value of OREO at each reporting period. We typically seek to dispose of OREO properties in a timely manner. As a result, OREO properties have generally not warranted subsequent independent appraisals.

There was no carrying value of OREO properties on our Consolidated Statement of Financial Condition at March 31, 2024 or December 31, 2023. We did not recognize any provisions for losses on OREO properties during the three months ended March 31, 2024 or 2023.

Past Due Loans

Loans Delinquent 30 to 59 Days

At March 31, 2024, we had loans totaling $26.2 million that were past due between 30 and 59 days. At December 31, 2023, we had loans totaling $12.0 million that were past due between 30 and 59 days. The 30 to 59-day delinquency levels fluctuate monthly and are generally considered a less accurate indicator of near-term credit quality trends than non-accrual loans.

Loans Delinquent 60 to 89 Days

At March 31, 2024, we had loans totaling $25.2 million that were past due between 60 and 89 days. At December 31, 2023, we had loans totaling $1.3 million that were past due between 60 and 89 days. The 60 to 89-day delinquency levels fluctuate monthly and are generally considered a less accurate indicator of near-term credit quality trends than non-accrual loans.

Accruing Loans 90 Days or More Past Due

There were no accruing loans 90 days or more past due at March 31, 2024 or at December 31, 2023.

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Allowance for Off-Balance Sheet Exposures

We maintain an allowance, recorded in other liabilities, associated with unfunded loan commitments accepted by the borrower. The amount of our allowance was $2.9 million and $2.7 million at March 31, 2024 and December 31, 2023, respectively. This allowance is determined based upon the outstanding volume of loan commitments at each period end. Any increases or reductions in this allowance are recognized in provision for credit losses.

Allowance for Credit Losses

We recorded a credit loss provision of $5.2 million during the three months ended March 31, 2024, compared to a credit loss recovery of $3.6 million for the three months ended March 31, 2023. The $5.2 million credit loss provision for the three months ended March 31, 2024, was primarily associated with provisioning for the Bank’s pooled multifamily loan portfolio. The $3.6 million credit loss recovery for the three months ended March 31, 2023, was primarily associated with a reduction in reserves on pooled Purchased Credit Deteriorated (“PCD”) loans that were acquired as part of the Company’s 2021 merger of equals transaction.

For a further discussion of the allowance for credit losses and related activity during the three months ended March 31, 2024 and 2023, please see Note 7 to the condensed Consolidated Financial Statements.

The following table presents our allowance for credit losses allocated by loan type and the percent of loans in each category to total loans as of the dates indicated.

March 31, 2024

December 31, 2023

Percent

of Loans

in Each

Category

Allocated

to Total

Allocated

to Total

(Dollars in thousands)

Amount

Loans

Amount

Loans

Business loans

35,981

21.62

35,962

21.44

One-to-four family residential and cooperative/condominium apartment

6,973

8.11

6,813

8.24

Multifamily residential and residential mixed-use

11,171

37.13

7,237

37.31

Non-owner-occupied commercial real estate

19,445

31.46

19,623

31.39

ADC

2,322

��

1.63

1,989

1.57

Other loans

176

0.05

119

0.05

Total

76,068

100.00

71,743

100.00

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The following table sets forth information about our allowance for credit losses at or for the dates indicated:


	At or for the Three Months Ended March 31,
(Dollars in thousands)	2024			2023
Total loans outstanding at end of period ⁽¹⁾	$	10,763,265		$	10,731,845
Average total loans outstanding during the period⁽²⁾		10,742,050			10,613,353
Allowance for credit losses balance at end of period		76,068			78,335
Allowance for credit losses to total loans at end of period		0.71	%		0.73	%
Non-performing loans to total loans at end of period		0.32			0.29
Allowance for credit losses to total non-performing loans at end of period		218.42			248.34

Ratio of net charge-offs to average loans outstanding during the period:
Business loans		0.27	%		0.59	%
One-to-four family residential and cooperative/condominium apartment		—			—
Multifamily residential and residential mixed-use		—			—
Non-owner-occupied commercial real estate		—			—
ADC		—			—
Other loans		1.73			(0.05)
Total		0.03			0.06

(1) Total loans represent gross loans (excluding loans held for sale), inclusive of deferred fees/costs and premiums/discounts.

(2) Total average loans represent gross loans (including loans held for sale), inclusive of deferred loan fees/costs and premiums/discounts.

Comparison of Financial Condition at March 31, 2024 and December 31, 2023

Assets. Assets totaled $13.50 billion at March 31, 2024, $134.9 million below their level at December 31, 2023, primarily due to decreases of $86.7 million in cash and due from banks, $32.3 million in total investment securities, $24.4 million in restricted stock and $13.2 million in the loan portfolio, partially offset by an increase of $13.0 million in derivative assets.

Total loans, net of allowance decreased $13.2 million during the three months ended March 31, 2024, to $10.69 billion at period end. During the three months ended March 31, 2024, we had loan originations of $98.3 million.

Total investment securities decreased $32.3 million during the three months ended March 31, 2024, to $1.45 billion at period end, primarily due to proceeds from principal payments, calls and maturities of $35.6 million, offset by a decrease in unrealized losses of $3.3 million. There were no transfers to or from securities held-to-maturity during the three months ended March 31, 2024.

Total restricted stock decreased $24.4 million during the three months ended March 31, 2024, to $74.3 million at period end, primarily due to FHLB advance terminations.

Derivative assets increased $13.1 million during the three months ended March 31, 2024, to $135.2 million at period end, primarily due to an increase in cash flows hedges.

Liabilities. Total liabilities decreased $148.1 million during the three months ended March 31, 2024, to $12.26 billion at period end, primarily due to a decrease of $540.0 million in FHLB advances, partially offset by increases of $368.2 million in deposits (including mortgage escrow accounts), and $24.8 million in derivative cash collateral.

Stockholders’ Equity. Stockholders’ equity increased $13.1 million during the three months ended March 31, 2024, to $1.24 billion at period end, primarily due to net income of $17.7 million and other comprehensive income of $6.1 million, partially offset by common stock dividends of $9.7 million, and preferred stock dividends of $1.8 million.

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Comparison of Operating Results for the Three Months Ended March 31, 2024 and 2023

General. Net income was $17.7 million during the three months ended March 31, 2024, compared to net income of $37.3 million for the three months ended March 31, 2023. During the three months ended March 31, 2024, net interest income decreased by $14.2 million, non-interest income increased by $1.5 million, non-interest expense increased by $5.0 million, the credit loss provision increased by $8.9 million, and income tax expense decreased by $7.0 million, compared to the three months ended March 31, 2023.

The discussion of net interest income for the three months ended March 31, 2024 and 2023 should be read in conjunction with the following tables, which set forth certain information related to the Consolidated Statements of Operations for those periods, and which also present the average yield on assets and average cost of liabilities for the periods indicated. The average yields and costs were derived by dividing income or expense by the average balance of their related assets or liabilities during the periods represented. Average balances were derived from average daily balances. No tax-equivalent adjustments have been made for interest income exempt from federal, state, and local taxation. The yields include loan fees consisting of amortization of loan origination and commitment fees and certain direct and indirect origination costs, prepayment fees, and late charges that are considered adjustments to yields. Net loan costs included in interest income were $297 thousand during the three months ended March 31, 2024. Net loan fees included in interest income were $292 thousand during the three months ended March 31, 2023. The decrease in net loan fees was primarily due to the decline in loan prepayment fees in 2024.

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Analysis of Net Interest Income


	Three Months Ended March 31,
	2024						2023
					Average						Average
	Average				Yield/		Average				Yield/
	Balance		Interest		Cost		Balance		Interest		Cost

Assets:	(Dollars in thousands)
Interest-earning assets:
Business loans^{(1) (3) (6)}	$	2,308,319	$	39,224	6.83	%	$	2,200,543	$	33,691	6.21	%
One-to-four family residential, including condo and coop^{(3) (6)}		886,588		9,770	4.43			788,302		7,616	3.92
Multifamily residential and residential mixed-use^{(3) (6)}		4,000,510		46,019	4.63			4,074,011		42,349	4.22
Non-owner-occupied commercial real estate^{(3) (6)}		3,371,438		44,776	5.34			3,317,049		39,695	4.85
ADC⁽³⁾		169,775		3,692	8.75			225,898		4,973	8.93
Other loans ⁽³⁾		5,420		84	6.23			7,550		115	6.18
Securities		1,578,330		7,880	2.01			1,699,846		8,431	2.01
Other short-term investments		695,375		9,564	5.53			372,036		3,802	4.14
Total interest-earning assets		13,015,755		161,009	4.98	%		12,685,235		140,672	4.50	%
Non-interest earning assets		779,169						764,511
Total assets	$	13,794,924					$	13,449,746

Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing checking⁽²⁾	$	582,047	$	1,223	0.85	%	$	843,108	$	1,523	0.73	%
Money market		3,359,884		30,638	3.67			2,699,640		13,849	2.08
Savings⁽²⁾		2,368,946		22,810	3.87			2,327,126		14,599	2.54
CDs		1,655,882		18,398	4.47			1,167,736		7,301	2.54
Total interest-bearing deposits		7,966,759		73,069	3.69			7,037,610		37,272	2.15
FHLBNY advances		1,094,209		12,143	4.46			1,255,700		13,500	4.36
Subordinated debt, net		200,188		2,553	5.13			200,276		2,553	5.17
Other short-term borrowings		77		1	5.22			11,827		118	4.05
Total borrowings		1,294,474		14,697	4.57			1,467,803		16,171	4.47
Derivative cash collateral		130,166		1,713	5.29			135,641		1,477	4.42
Total interest-bearing liabilities		9,391,399		89,479	3.83	%		8,641,054		54,920	2.58	%
Non-interest-bearing checking⁽²⁾		2,909,776						3,341,707
Other non-interest-bearing liabilities		247,717						273,281
Total liabilities		12,548,892						12,256,042
Stockholders' equity		1,246,032						1,193,704
Total liabilities and stockholders' equity	$	13,794,924					$	13,449,746
Net interest income			$	71,530					$	85,752
Net interest spread ⁽⁴⁾					1.15	%					1.92	%
Net interest-earning assets	$	3,624,356					$	4,044,181
Net interest margin ⁽⁵⁾					2.21	%					2.74	%
Ratio of interest-earning assets to interest-bearing liabilities					138.59	%					146.80	%
Deposits (including non-interest-bearing checking accounts)⁽²⁾	$	10,876,535	$	73,069	2.70	%	$	10,379,317	$	37,272	1.46	%

⁽¹⁾ Business loans include commercial and industrial loans, owner-occupied commercial real estate loans and PPP loans.

⁽²⁾ Includes mortgage escrow deposits.

⁽³⁾ Amounts are net of deferred origination costs/(fees) and allowance for credit losses, and include loans held for sale.

⁽⁴⁾ Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

⁽⁵⁾ Net interest margin represents net interest income divided by average-interest earning assets.

⁽⁶⁾At March 31, 2024, the loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged owner-occupied commercial real estate in business loans, one-to-four family residential mortgage loans, multifamily residential mortgage loans and non-owner occupied commercial real estate loans.

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Rate/Volume Analysis


	Three Months Ended March 31, 2024
	Compared to Three Months Ended March 31, 2023
	Increase / (Decrease) Due to:
	Volume		Rate		Total

	(Dollars in thousands)
Interest-earning assets:
Business loans ^{(1) (2)}	$	1,902	$	3,631	$	5,533
One-to-four family residential, including condo and coop		1,056		1,098		2,154
Multifamily residential and residential mixed-use		(627)		4,297		3,670
Non-owner-occupied commercial real estate		848		4,233		5,081
ADC		(1,213)		(68)		(1,281)
Other loans		(33)		2		(31)
Securities		(579)		28		(551)
Other short-term investments		3,902		1,860		5,762
Total interest-earning assets	$	5,256	$	15,081	$	20,337
Interest-bearing liabilities:
Interest-bearing checking	$	(513)	$	213	$	(300)
Money market		4,766		12,023		16,789
Savings		390		7,821		8,211
CDs		4,288		6,809		11,097
FHLBNY advances		(1,710)		353		(1,357)
Subordinated debt, net		10		(10)		—
Other short-term borrowings		(135)		18		(117)
Derivative cash collateral		(59)		295		236
Total interest-bearing liabilities	$	7,037	$	27,522	$	34,559
Net change in net interest income	$	(1,781)	$	(12,441)	$	(14,222)

⁽¹⁾ Business loans include commercial and industrial loans, owner-occupied commercial real estate loans and PPP loans.

⁽²⁾ Amounts are net of deferred origination costs/ (fees) and allowance for credit losses, and include loans held for sale.

Net interest income. Net interest income was $71.5 million during the three months ended March 31, 2024, a decrease of $14.2 million from the three months ended March 31, 2023. Average interest-earning assets were $13.02 billion for the three months ended March 31, 2024, an increase of $330.5 million from $12.69 billion for the three months ended March 31, 2023. Net interest margin was 2.21% during the three months ended March 31, 2024, down from 2.74% during the three months ended March 31, 2023.

Interest Income. Interest income was $161.0 million during the three months ended March 31, 2024, compared to $140.7 million during the three months ended March 31, 2023. During the three months ended March 31, 2024, interest income increased $20.3 million from the three months ended March 31, 2023, primarily reflecting increases in interest income of $5.8 million on other short-term investments, $5.5 million on business loan income, $5.1 million on non-owner-occupied loan income, $3.7 million on multifamily loan income and $2.2 million on one-to-four family loan income.

The increased interest income on short-term investments was due to a $323.3 million increase in the average balances and a 139-basis point increase in the yield of such short-term investments in the period. The increased interest income on business loans was due to a 62-basis point increase in the yield and an increase of $107.8 million in the average balances of such loans in the period. The increased interest income on non-owner-occupied loan income was related to a 49-basis point increase in the yield and an increase of $54.4 million in the average balances of such loans in the period. The increased interest income on multifamily loans was related to a 41-basis point increase in the yield, partially offset by a decrease of $73.5 million in the average balances of such loans in the period. The increased interest income on one-to-four family loans was related to a 51-basis point increase in the yield and a $98.3 million increase in the average balances of such loans in the period. Increased yields across interest-earning assets were a result of the rising interest rate environment.

Interest Expense. Interest expense was $89.5 million during the three months ended March 31, 2024, compared to $54.9 million during the three months ended March 31, 2023. During the three months ended March 31, 2024, interest expense increased $34.6 million, primarily reflecting an increase in interest expense of $35.8 million on deposits. The increased interest expense on deposits primarily reflects a 159-basis point increase in rates paid on money market accounts and a

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$660.2 million increase in average balances of such deposits, a 193-basis point increase in rates paid on CDs and an increase of $488.1 million in average balances of such deposits and a 133-basis point increase in rates paid on savings accounts and an increase of $41.8 million in average balances of such deposits. The increases in interest expenses on money market accounts, saving accounts and CDs were primarily due to price competition among banks and other financial institutions and the rising interest rate environment.

Provision for Credit Losses. We recorded a credit loss provision of $5.2 million during the three months ended March 31, 2024, compared to a credit loss recovery of $3.6 million for the three months ended March 31, 2023. The $5.2 million credit loss provision for the three months ended March 31, 2024, was primarily associated with increased provisioning for our pooled multifamily loan portfolio. The $3.6 million credit loss recovery for the three months ended March 31, 2023, was primarily associated with a reduction in reserves on pooled Purchased Credit Deteriorated (“PCD”) loans that were acquired as part of the Company’s 2021 merger of equals transaction.

Non-Interest Income. Non-interest income was $10.5 million during the three months ended March 31, 2024, compared to $9.0 million during the three months ended March 31, 2023. During the three months ended March 31, 2024, non-interest income increased $1.5 million from the three months ended March 31, 2023, reflecting an increase of $3.0 million from gain on sale of Bank’s premises, partially offset by a decrease of $2.7 million related to loan level derivative income.

Non-Interest Expense. Non-interest expense was $52.5 million during the three months ended March 31, 2024, compared to $47.5 million during the three months ended March 31, 2023. During the three months ended March 31, 2024, non-interest expense increased $5.0 million from the three months ended March 31, 2023, primarily due to a $5.4 million increase in salaries and employee benefits.

Non-interest expense was 1.52% and 1.41% of average assets during the three months ended March 31, 2024 and 2023, respectively.

Income Tax Expense. Income tax expense was $6.6 million during the three months ended March 31, 2024, compared to income tax expense of $13.6 million during the three months ended March 31, 2023. The reported effective tax rate for the three months ended March 31, 2024 was 27.1%, and 26.8% for the three months ended March 31, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative and qualitative disclosures about market risk were presented at December 31, 2023 in Item 7A of the Holding Company’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024. The following is an update of the discussion provided therein.

General. The Company’s largest component of market risk remains interest rate risk. The Company is not subject to foreign currency exchange or commodity price risk. During the three months ended March 31, 2024, we conducted zero transactions involving derivative instruments requiring bifurcation in order to hedge interest rate or market risk.

Interest Rate Risk Exposure Analysis

Economic Value of Equity (“EVE”) Analysis. In accordance with agency regulatory guidelines, the Company simulates the impact of interest rate volatility upon EVE using several interest rate scenarios. EVE is the difference between the present value of the expected future cash flows of the Company’s assets and liabilities and the value of any off-balance sheet items, such as derivatives, if applicable.

Traditionally, the fair value of fixed-rate instruments fluctuates inversely with changes in interest rates. Increases in interest rates thus result in decreases in the fair value of interest-earning assets, which could adversely affect the Company’s consolidated results of operations in the event they were to be sold, or, in the case of interest-earning assets classified as available-for-sale, reduce the Company’s consolidated stockholders’ equity, if retained. The changes in the value of assets and liabilities due to fluctuations in interest rates measure the interest rate sensitivity of those assets and liabilities.

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In order to measure the Company’s sensitivity to changes in interest rates, EVE is calculated under market interest rates prevailing at a given quarter-end (“Pre-Shock Scenario”), and under various other interest rate scenarios (“Rate Shock Scenarios”) representing immediate, permanent, parallel shifts in the term structure of interest rates from the actual term structure observed in the Pre-Shock Scenario. An increase in the EVE is considered favorable, while a decline is considered unfavorable. The changes in EVE between the Pre-Shock Scenario and various Rate Shock Scenarios due to fluctuations in interest rates reflect the interest rate sensitivity of the Company’s assets, liabilities, and off-balance sheet items that are included in the EVE. Management reports the EVE results to the Board of Directors on a quarterly basis. The report compares the Company’s estimated Pre-Shock Scenario EVE to the estimated EVE calculated under the various Rate Shock Scenarios.

The Company’s valuation model makes various estimates regarding cash flows from principal repayments on loans and deposit decay rates at each level of interest rate change. The Company’s estimates for loan repayment levels are influenced by the recent history of prepayment activity in its loan portfolio, as well as the interest rate composition of the existing portfolio, especially in relation to the existing interest rate environment. In addition, the Company considers the amount of fee protection inherent in the loan portfolio when estimating future repayment cash flows. Regarding deposit decay rates, the Company tracks and analyzes the decay rate of its deposits over time, with the assistance of a reputable third-party, and over various interest rate scenarios. Such results are utilized in determining estimates of deposit decay rates in the valuation model. The Company also generates a series of spot discount rates that are integral to the valuation of the projected monthly cash flows of its assets and liabilities. The valuation model employs discount rates that it considers representative of prevailing market rates of interest with appropriate adjustments it believes are suited to the heterogeneous characteristics of the Company’s various asset and liability portfolios. No matter the care and precision with which the estimates are derived, actual cash flows could differ significantly from the Company’s estimates resulting in significantly different EVE calculations.

The analysis that follows presents, as of March 31, 2024 and December 31, 2023, the estimated EVE at both the Pre-Shock Scenario and the -200 Basis Point, -100 Basis Point, +100 Basis Point, and +200 Basis Point Rate Shock Scenarios.

March 31, 2024

December 31, 2023

Dollar

Percentage

Dollar

Percentage

(Dollars in thousands)

EVE

Change

EVE

Change

Rate Shock Scenarios

+ 200 Basis Points

1,517,894

39,967

2.7%

1,414,548

79,745

6.0%

+ 100 Basis Points

1,537,012

59,085

4.0%

1,375,777

40,974

3.1%

Pre-Shock Scenario

1,477,927

—

1,334,803

—

- 100 Basis Points

1,434,737

(43,190)

(2.9)%

1,247,956

(86,847)

(6.5)%

- 200 Basis Points

1,292,970

(184,957)

(12.5)%

1,112,110

(222,693)

(16.7)%

The Company’s Pre-Shock Scenario EVE increased from $1.33 billion at December 31, 2023 to $1.48 billion at March 31, 2024. The primary factor contributing to the increase in EVE is an increase in the value of the Bank’s non-maturity deposit base. Partially offsetting this gain in EVE was a decline in the relative value of the Bank’s loan portfolio.

The Company’s EVE in the +100 Basis Point Rate and +200 Basis Point Rate Shock Scenarios increased from $1.38 billion and $1.41 billion, respectively, at December 31, 2023, to $1.54 billion and $1.52 billion, respectively, at March 31, 2024. In the -100 Basis Point Rate and -200 Basis Point Rate Shock Scenario the Company’s EVE increased from $1.25 billion and $1.11 billion, respectively, at December 31, 2023, to $1.43 billion and $1.29 billion, respectively, at March 31, 2024.

Income Simulation Analysis. As of the end of each quarterly period, the Company also monitors the impact of interest rate changes through a net interest income simulation model. This model estimates the impact of interest rate changes on the Company’s net interest income over forward-looking periods typically not exceeding 36 months (a considerably shorter period than measured through the EVE analysis). Management reports the net interest income simulation results to the Company’s Board of Directors on a quarterly basis. The following table discloses the estimated changes to the Company’s net interest income in various time periods assuming gradual changes in interest rates over a 12-month period beginning March 31, 2024, for the given rate scenarios:

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	Percentage Change in Net Interest Income
Gradual Change in Interest rates of:	Year-One	Year-Two
+ 200 Basis Points	(5.9)%	(6.2)%
+ 100 Basis Points	(2.8)%	(2.6)%
- 100 Basis Points	4.6%	5.4%
- 200 Basis Points	8.3%	7.7%

Management also examines the potential impact to net interest income by simulating the impact of instantaneous changes to interest rates. The following table discloses the estimated changes to the Company’s net interest income in various time periods associated with the given interest rate shock scenarios.


	Percentage Change in Net Interest Income
Instantaneous Rate Shock Scenarios	Year-One	Year-Two
+ 200 Basis Points	(7.2)%	(4.0)%
+ 100 Basis Points	(3.3)%	(1.4)%
- 100 Basis Points	5.6%	4.0%
- 200 Basis Points	9.1%	4.4%

iIte

Item 4.Controls and Procedures

Management of the Company, with the participation of its Principal Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness, as of March 31, 2024, of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act. Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2024 in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management of the Company as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, such controls.

PART II – OTHER INFORMATION

Item 1.Legal Proceedings

In the ordinary course of business, the Company is routinely named as a defendant in or party to various pending or threatened legal actions or proceedings. Certain of these matters may seek substantial monetary damages. In the opinion of management, the Company was not involved in any actions or proceedings that were likely to have a material adverse impact on its financial condition and results of operations as of March 31, 2024.

Item 1A.Risk Factors

For information regarding the Company’s risk factors, see Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2023, and Part II, Item 1A “Risk Factors” in our subsequent Quarterly Reports on Form 10-Q, each as filed with the Securities and Exchange Commission.

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Item 2.Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

(a)	Not applicable.

(b)	Not applicable.

(c) In May 2022, we announced the adoption of a new stock repurchase program of up to 1,948,314 shares, upon the completion of our existing authorized stock repurchase program. The stock repurchase program may be suspended, terminated, or modified at any time for any reason, and has no termination date. As of March 31, 2024, there were 1,566,947 shares remaining to be purchased in the program. There were no repurchases of common stock during the quarter ended March 31, 2024.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not Applicable.

Item 5.Other Information

During the three months ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.

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Item 6.Exhibits


3.1		Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed February 2, 2021 (File No. 001-34096))
3.2		Amended and Restated Bylaws of Dime Community Bancshares, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, filed August 2, 2023 (File No. 001-34096))
4.1		Indenture, dated May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 (File No. 001-34096))
4.2		First Supplemental Indenture, May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 (File No. 001-34096))
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350
101		The following financial statements from Dime Community Bancshares, Inc.'s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2024, filed on May 2, 2024, formatted in XBRL: (i) Consolidated Statements of Financial Condition as of March 31, 2024 and December 31, 2023, (ii) Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023, (iii) Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023, (iv) Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2024 and 2023, (v) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023, and (vi) the Condensed Notes to Consolidated Financial Statements.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
104		Cover page to this Quarterly Report on Form 10-Q, formatted in Inline XBRL

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dime Community Bancshares, Inc.


Dated: May 2, 2024	By:	/s/ STUART H. LUBOW
		Stuart H. Lubow
		President and Chief Executive Officer


Dated: May 2, 2024	By:	/s/ AVINASH REDDY
		Avinash Reddy
		Senior Executive Vice President and Chief Financial Officer

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

Three Months Ended

March 31,

(In thousands)

Loan level derivative income