What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-28 compared with 2022-03-01 · 302 added, 341 removed, 1638 unchanged (28% of the section changed)

8 unchanged sentences

Securities held-to-maturity

Marketable equity securities, at fair value

Loans held for sale

Loans held for investment, net:

Commercial and industrial ("C&I")

Loans held for investment, net of fees and costs

Allowance for credit losses

14 unchanged sentences

Subordinated debt, net

Derivative cash collateral

Operating lease liabilities

2 unchanged sentences

Total liabilities

Commitments and contingencies (See Note 23)

Commitments and contingencies

Stockholders' equity:

5 unchanged sentences

Unearned equity awards

Common stock held by the Benefit Maintenance Plan ("BMP")

Treasury stock, at cost ( 3,048,772 shares and 1,733,106 shares at December 31, 2022 and December 31, 2021, respectively)

13 unchanged sentences

Borrowed funds

Derivative cash collateral

Total interest expense

17 unchanged sentences

Federal deposit insurance premiums

Loss from extinguishment of debt

Loss from extinguishment of debt for FHLB advances and subordinated debt

Curtailment loss (gain)

15 unchanged sentences

Other comprehensive income (loss):

Change in unrealized holding gain or loss on securities:

Change in net unrealized gain or loss during the period

Reclassification adjustment for net gains included in net gain on securities and other assets

Change in unrealized gain (loss) on securities:

Change in net unrealized gain (loss) during the period

Reclassification adjustment for net gains included in net gain on sale of securities and other assets

Accretion of net unrealized loss on securities transferred to held-to-maturity

Change in pension and other postretirement obligations:

Reclassification adjustment for expense included in other expense

Reclassification adjustment for curtailment loss (gain)

Change in the net actuarial gain or loss

Change in unrealized gain or loss on derivatives:

Change in net unrealized gain or loss during the period

Reclassification adjustment for curtailment loss

Change in the net actuarial gain

Change in unrealized gain (loss) on derivatives:

Change in net unrealized gain (loss) during the period

Reclassification adjustment for loss included in loss on termination of derivatives

1 unchanged sentence

Other comprehensive (loss) income before income taxes

Deferred tax (benefit) expense

Deferred tax benefit

Total other comprehensive (loss) income, net of tax

8 unchanged sentences

Stockholders’

("BMP")

Beginning balance as of January 1, 2020

Other comprehensive income, net of tax

Exercise of stock options

Release of shares, net of forfeitures

Stock-based compensation

Shares received to satisfy distribution of retirement benefits

Shares received related to tax withholding

Cash dividends declared and paid to common stockholders

Repurchase of shares of common stock

Ending balance as of December 31, 2019

Other comprehensive income, net of tax

Exercise of stock options, net

5 unchanged sentences

Cash dividends declared and paid to common stockholders

Repurchase of shares of common stock

Purchase of treasury stock

( 1,477,029 )

12 unchanged sentences

Redemption of real estate investment trust ("REIT") preferred stock

Repurchase of shares of common stock

Purchase of treasury stock

( 1,755,061 )

Ending balance as of December 31, 2021

Other comprehensive loss, net of tax

Release of shares, net of forfeitures

Stock-based compensation

Shares received related to tax withholding

Cash dividends declared to preferred stockholders

Cash dividends declared to common stockholders

Purchase of treasury stock

( 1,431,241 )

Ending balance as of December 31, 2022

See notes to consolidated financial statements .

12 unchanged sentences

Amortization of other intangible assets

Loss on extinguishment of debt

Stock-based compensation

4 unchanged sentences

Gain from death benefits from BOLI

Deferred income tax benefit

Decrease (increase) in other assets

Decrease in other liabilities

(Increase) decrease in other assets

Increase (decrease) in other liabilities

Net cash provided by operating activities

12 unchanged sentences

Proceeds from the sale of portfolio loans transferred to held for sale

Net decrease (increase) in loans

Sales (purchases) of fixed assets, net

Redemptions (purchases) of restricted stock, net

Net (increase) decrease in loans

( 1,359,782 )

(Purchases) sales of fixed assets, net

Proceeds from the sale of fixed assets and premises held for sale

(Purchases) redemptions of restricted stock, net

Net cash received in business combination

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

( 1,332,191 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Increase (decrease) in deposits

(Repayments) proceeds from FHLBNY advances, short-term, net

(Decrease) increase in deposits

Proceeds (repayments) from FHLBNY advances, short-term, net

( 1,228,865 )

2 unchanged sentences

(Repayments) proceeds of other short-term borrowings, net

Proceeds from subordinated debentures issuance, net

Redemption of subordinated debentures

Proceeds from preferred stock issuance, net

2 unchanged sentences

Payments related to tax withholding for equity awards

BMP ESOP shares received to satisfy distribution of retirement benefits

Treasury shares repurchased

BMP Employee Stock Ownership Plan shares received to satisfy distribution of retirement benefits

Purchase of treasury stock

Redemption of REIT preferred stock

1 unchanged sentence

Cash dividends paid to common stockholders

Net cash (used in) provided by financing activities

Net cash provided by (used in) financing activities

( 1,099,029 )

Increase in cash and cash equivalents

(Decrease) increase in cash and cash equivalents

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

3 unchanged sentences

Cash paid for interest

Securities transferred to held-to-maturity

Securities available-for-sale transferred to held-to-maturity

Loans transferred to held for sale

Loans transferred to held for investment

Premises transferred to (from) held for sale

18 unchanged sentences

The number of shares issued and outstanding, earnings per share, additional paid-in capital, dividends paid and all references to share quantities of the Company have been retrospectively adjusted to reflect the equivalent number of shares issued to holders of Legacy Dime common stock in the Merger.

The assets and liabilities of Bridge as of the Merger Date have been recorded at their estimated fair value and added to those of Legacy Dime.

The assets and liabilities of Bridge as of the Merger Date were recorded at their estimated fair values and added to those of Legacy Dime.

Merger for further information.

As of December 31, 2021, we operated 60 branch locations throughout Greater Long Island and Manhattan.

As of December 31, 2022, we operated 59 branch locations throughout Long Island and New York City boroughs of Brooklyn, Queens, Manhattan and the Bronx.

The Company is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank.

3 unchanged sentences

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 Bridge Abstract LLC (“Bridge Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services.

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 its shareholders.

2 unchanged sentences

The accompanying consolidated financial statements include the accounts of the Holding Company and the Bank and its subsidiaries.

All inter-company accounts and transactions have been eliminated in consolidation.

Inter-company accounts and transactions have been eliminated in consolidation.

The following is a description of the significant accounting policies that the Company follows in preparing its consolidated financial statements.

6 unchanged sentences

In March 2020, the United States declared a National Public Health Emergency in response to the COVID-19 pandemic.

In an effort to mitigate the spread of COVID-19, local state governments, including New York (in which the Bank has retail banking offices), have taken preventative or protective actions such as travel restrictions, advising or requiring individuals to limit or forego their time outside of their homes, and other forced closures for certain types of non-essential businesses.

The impact of these actions is expected to continue to have an adverse impact on the economies and financial markets in the United States.

The outbreak of COVID-19 has materially, adversely impacted labor supply, supply chains, and certain industries in which our customers and vendors operate, and could continue to materially impair their ability to fulfill their obligations to us.

Further additional outbreaks of COVID-19 variants could lead to economic recession and other severe disruptions in the U.S.

economy, may disrupt banking and other financial activity in the areas in which we operate, and could potentially create widespread business continuity issues for us.

Future government actions in response to the COVID-19 pandemic, including vaccination mandates, may also affect our workforce, human capital resources, and infrastructure.

The Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law at the end of March 2020.

The CARES Act is intended to provide relief and lessen a severe economic downturn.

The stimulus package includes direct financial aid to American families and economic stimulus to significantly impacted industry sectors.

The package also includes extensive emergency funding for hospitals and healthcare providers.

In December 2020, the 2021 Consolidated Appropriations Act was signed into law to provide additional relief.

It is possible that there will be continued material, adverse impacts to significant estimates, asset valuations, and business operations, including intangible assets, investments, loans, deferred tax assets, and derivative counter party risk.

The CARES Act was intended to provide relief and lessen a severe economic downturn.

The stimulus package included direct financial aid to American families and economic stimulus to significantly impacted industry sectors.

The package also included extensive emergency funding for hospitals and healthcare providers.

Subsequently, the 2021 Consolidated Appropriations Act was enacted to provide supplemental relief.

Summary of Significant Accounting Policies

11 unchanged sentences

Accrued interest for a security placed on non-accrual is reversed against interest income.

There were no non-accrual debt securities at December 31, 2021 and there was no accrued interest related to debt securities reversed against interest income for the year ended December 31, 2021.

There were no non-accrual debt securities at December 31, 2022 and 2021, and there was no accrued interest related to debt securities reversed against interest income for the year ended December 31, 2022 and 2021.

Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

9 unchanged sentences

Loans Held for Sale - Loans originated and intended for sale in the secondary market, as well as identified problem loans which are subject to an executed note sale agreement, are carried at the lower of aggregate cost or net realizable proceeds.

originated and intended for sale are generally sold with servicing rights retained.

Certain problematic loans in which the Company identified for sale were re-classified as held for sale and carried at the lower of cost or their expected net realizable proceeds when management had the intent to sell or there was a pending note sale agreement.

Loans originated and intended for sale are generally sold with servicing rights retained.

Certain loans in which the borrower does not adhere to all of the terms and conditions of the legal contract were best resolved through the sale of the asset rather than through litigation through our workout department.

These loans were reclassified.

Loans - Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal amount outstanding, net of partial charge-offs, deferred origination costs and fees and purchase premiums and discounts.

Loan origination and commitment fees and certain direct and indirect costs incurred in connection with loan originations are deferred and amortized to income over the life of the related loans as an adjustment to yield.

Loan origination, commitment fees and certain direct and indirect costs incurred in connection with loan originations are deferred and amortized to income over the life of the related loans as adjustments to yield.

When a loan prepays, the remaining unamortized net deferred origination fees or costs are recognized in the current year.

Interest on loans is credited to income based on the principal outstanding during the period.

The Company has made a policy election to exclude accrued interest from the amortized cost basis of loans and report accrued interest separately from the related loan balance in accrued interest receivable on consolidated balance sheets.

Past due status is based on the contractual terms of the loan.

1 unchanged sentence

However, if the loan is in the process of collection and the Bank has reasonable assurance that the loan will be fully collectable based upon an individual loan evaluation assessing such factors as collateral and collectability, accrued interest will be recognized as earned.

If a payment is received when a loan is non-accrual or a troubled debt restructuring (“TDR”) loan is non-accrual, the payment is applied to the principal balance.

If a payment is received when a loan is non-accrual or is a troubled debt restructuring (“TDR”), the payment is applied to the principal balance.

A TDR loan performing in accordance with its modified terms is maintained on accrual status.

1 unchanged sentence

Unless otherwise noted, the above policy is applied consistently to all loan segments.

Allowance for Credit Losses - On January 1, 2021, we adopted the CECL Standard, which requires that the measurement of all expected credit losses for financial assets at amortized cost, such as loans receivable, securities, and off-balance sheet credit exposures, held as of the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts to cover lifetime expected losses.

Allowance for Credit Losses - On January 1, 2021, the Company adopted the CECL Standard, which requires that the measurement of all expected credit losses for financial assets at amortized cost, such as loans receivable, securities, and off-balance sheet credit exposures, held as of the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts to cover lifetime expected credit losses.

Accrued interest receivable is excluded from amortized cost basis.

2 unchanged sentences

Allowance for credit losses on held-to-maturity securities – Management classifies its held-to-maturity portfolio into the following major security types:

Pass-through MBS issued by GSEs and Agency Collateralized Mortgage Obligations.

All of the securities in the held-to-maturity portfolio are issued by U.S.

Pass-through MBS issued by GSEs, Agency Collateralized Mortgage Obligations, Agency Notes and Corporate Securities.

The majority of the securities in the held-to-maturity portfolio are issued by U.S.

government-sponsored entities or agencies.

1 unchanged sentence

government, are highly rated by major rating agencies, and have a long history of no credit losses.

To the extent that debt securities in the held-to-maturity portfolio share common risk characteristics, estimated expected credit losses are calculated by pools of such debt securities.

To the extent that debt securities in the held-to-maturity portfolio share common risk characteristics, expected credit losses are calculated by pools of such debt securities.

The historical lifetime probability of default and severity of loss in the event of default is derived or obtained from external sources and adjusted for the expected effects of reasonable and supportable forecasts over the expected lifetime of the securities.

4 unchanged sentences

Therefore, for those securities, the Company does not record expected credit losses.

Allowance for credit losses on available-for-sale securities - Management evaluates available-for-sale debt securities for OTTI on at least a quarterly basis, and more frequently when economic or market conditions warrant such evaluation.

Allowance for credit losses on available-for-sale securities - Management evaluates available-for-sale debt securities in an unrealized loss position on at least a quarterly basis, and more frequently when economic or market conditions warrant such evaluation.

For securities in an unrealized loss position, management considers the extent of the unrealized loss, and the near-term prospects of the issuer.

1 unchanged sentence

In performing an assessment of whether any decline in fair value is due to a credit loss, all relevant information is considered at the individual security level.

For asset-backed securities performance indicators considered related to the underlying assets include default rates, delinquency rates, percentage of non-performing assets, debt-to-collateral ratios, third party guarantees, current levels of subordination, vintage, geographic concentration, analyst reports and forecasts, credit ratings and other market data.

In assessing whether a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the

amortized cost basis of the security.

current levels of subordination, vintage, geographic concentration, analyst reports and forecasts, credit ratings and other market data.

In assessing whether a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security.

If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis.

29 unchanged sentences

Acquisition, development, and construction loans - Loans in this classification consist of loans to purchase land intended for further development, including single-family homes, multi-family housing, and commercial income properties.

In general, the maximum loan-to-value ratio for a land acquisition loan is 50% of the appraised value of the property.

In general, the maximum loan-to-value ratio for a land acquisition loan is 50% of the appraised value of the

The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates and commercial real estate prices.

5 unchanged sentences

These loans are granted based upon the strength of the cash generation ability of the borrower.

Included in C&I loans are also certain SBA loans in which the loan is secured by underlying assets of the business (excludes SBA Paycheck Protection Program (“PPP”) loans from allowance for credit losses as these loans carry a 100% guarantee from the SBA).

Included in Commercial and Industrial (“C&I”) loans are also certain SBA loans in which the loan is secured by underlying assets of the business (excludes SBA Paycheck Protection Program (“PPP”) loans from allowance for credit losses as these loans carry a 100% guarantee from the SBA).

The Bank may sell a portion of the loan, guaranteed by the SBA, to a third-party investor.

3 unchanged sentences

The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates.

Troubled debt restructurings (“TDRs”) – As allowed by ASC 326, the Entity elected to maintain pools of loans accounted for under ASC 310-30.

Troubled debt restructurings (“TDRs”) – As allowed by ASC 326, the Company elected to maintain pools of loans accounted for under ASC 310-30.

In accordance with the standard, management did not reassess whether modifications to individual acquired financial assets accounted for in pools were TDRs as of the date of adoption.

25 unchanged sentences

In these cases, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral.

The fair value of the collateral is adjusted for the estimated costs to sell the loan if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral.

The fair value of the collateral is adjusted for the estimated costs to sell the collateral if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral.

Individually evaluated loans and the associated allowance for credit losses totaled $ 47.6 million and $ 26.4 million at December 31, 2022, respectively.

1 unchanged sentence

Appraisals are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company.

All appraisals undergo a second review process to ensure that the methodology employed and the values derived are reasonable.

Appraisals undergo a second review process to ensure that the methodology employed and the values derived are reasonable.

Generally, collateral values for real estate loans for which measurement of expected losses is dependent on collateral values are updated every twelve months.

5 unchanged sentences

The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which is the same as the expected loss factor as determined based on the corresponding portfolio segment.

Loans acquired in a business combination – The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, on January 1, 2021 which now requires the Company to record purchased financial loans with credit deterioration (“PCD loans”), defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition.

Under this method, there is no credit loss expense affecting net income on acquisition of PCD loans.

Changes in estimates of expected losses after acquisition were recognized as credit loss expense (or reversal of credit loss expense) in subsequent periods.

Any non-credit discount or premium resulting from the acquisition of purchased loans with credit deterioration was allocated to each individual loan.

The determination of PCD classification on acquired loans can have a significant impact on the accounting for these loans.

At the acquisition date, the initial allowance for credit losses on PCD loans that share similar risk characteristics, management determined the allowance for expected credit losses in a similar manner to loans held for investment.

That is, these loans were also segmented by loan pool and utilized 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 were determined by aggregating the individual cash flows and calculating a loss percentage by loan segment, or pool, for loans that share similar risk characteristics, and considers assumptions such as probability of default, loss given default, reasonable and supportable economic forecasts, prepayment rate, curtailment rate, and recovery lag periods.

Management may consider adjustments to the quantitative results by using similar qualitative factors as those used for the determination of the estimated credit loss of loans held for investment.

The non-credit discount or premium, after the adjustment for the allowance for credit losses, shall be accreted to interest income using the interest method based on the effective interest rate determined after the adjustment for credit losses at the adoption date.

Pooled PCD loans and the associated allowance for credit losses totaled $ 138.3 million and $ 6.2 million at December 31, 2021, respectively.

At acquisition date, the initial allowance for PCD loans that do not share risk characteristics with pooled PCD loans, the Company evaluated the loan on an individual basis.

The expected credit loss was 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 these loans, the Company recognizes expected credit loss equal to the amount by which the net realizable value of the loan is less than the amortized cost basis of the loan (which is net of previous charge-offs), except when the loan is collateral dependent, that is, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral.

In these cases, expected credit loss was measured as the difference between the amortized cost basis of the loan and the fair value of the collateral.

Individually evaluated PCD loans and the associated allowance for credit losses totaled $ 75.2 million and $ 13.9 million at December 31, 2021, respectively.

A purchased financial asset that does not qualify as a PCD asset is accounted for similar to an originated financial asset.

Generally, this means that an entity recognizes the allowance for credit losses for non-PCD assets through net income at the time of acquisition.

In addition, both the credit discount and non-credit discount or premium resulting from acquiring a pool of purchased financial assets that do not qualify as PCD assets shall be allocated to each individual asset.

This combined discount or premium shall be accreted to interest income using the effective yield method.

The fair value of acquired loans involved third-party estimates utilizing input assumptions by management which may be complex or uncertain.

The determination of the fair value of acquired loans is based on a discounted cash flow methodology that considers factors such as type of loan and related collateral, and requires management’s judgement on estimates about discount rates, expected future cash flows, market conditions and other future events.

Management considers this to be a critical accounting estimate given the significant assumptions and judgement on uncertain factors.

For PCD loans, 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 results 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.

For further discussion of our loan accounting and acquisitions, see Note 2 – Merger and Note 5 – Loans.

Derivatives – The Company may engage in two types of derivatives depending on the Company’s intentions and belief as to the likely effectiveness as a hedge.

These two types are (1) a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”) or (2) an instrument with no hedging designation (“stand-alone derivative”).

For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings.

5 unchanged sentences

This documentation includes linking cash flow hedges to specific liabilities on the balance sheet.

The Company also formally assesses, both at the hedge’s inception and on an on-going basis, whether the derivative instruments that are used are highly effective in offsetting changes in or cash flows of the hedged items.

The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in cash flows of the hedged item, or treatment of the derivative as a hedge is no longer appropriate or intended.

4 unchanged sentences

All the contracts to which the Company is a party settle monthly.

In addition, the Company obtains collateral above certain thresholds of the fair value of its hedges for each counterparty based upon their credit standing and the Company has netting agreements with the dealers with which it does business.

OREO - Properties acquired as a result of foreclosure on a real estate loan or a deed in lieu of foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis.

In addition, the Company obtains collateral above certain thresholds of the fair value of its hedges from each counterparty based upon their credit standing and the Company has netting agreements with the dealers with which it does business.

Other Real Estate Owned (‘OREO”) - Properties acquired as a result of foreclosure on a real estate loan or a deed in lieu of foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis.

Physical possession of residential real estate collateralizing a one-to-four family residential loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through execution of a deed in lieu of foreclosure or through a similar legal agreement.

These assets are subsequently accounted for at the lower of cost or fair value less estimated costs to sell.

These assets are subsequently accounted for at the lower of cost or fair value

less estimated costs to sell.

Declines in the recorded balance subsequent to acquisition by the Company are recorded through expense.

4 unchanged sentences

Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives generally ranging from three to ten years .

Leases - On January 1, 2019, the Company adopted ASU No.

2016-02 "Leases (Topic 842)"

Leases - On January 1, 2019, the Company adopted ASC 2016-02 "Leases (ASC Topic 842)"

and subsequent amendments thereto, which requires the Company to recognize most leases on the balance sheet.

3 unchanged sentences

● Accounting for lease and non-lease components in contracts in which the Company is a lessee as a single lease component

Adoption of the leasing standard resulted in the recognition of operating right-of-use assets, and operating lease liabilities of $ 41.6 million as of January 1, 2019.

Adoption of the leasing standard resulted in the recognition of operating right-of-use assets, and operating lease liabilities.

These amounts were determined based on the present value of remaining minimum lease payments, discounted using the Company’s incremental borrowing rate as of the date of adoption.

There was no material impact to the timing of expense or income recognition in the Company’s Consolidated Statements of Income.

Prior periods were not restated and continue to be presented under legacy GAAP.

Disclosures about the Company’s leasing activities are presented in Note 8.

The Company made a policy election to exclude the recognition requirements of ASU 2016-02 on short-term leases with original terms of 12 months or less.

The Company made a policy election to exclude the recognition requirements of ASC 2016-02 on short-term leases with original terms of 12 months or less.

Short-term lease payments are recognized in the income statement on a straight-line basis over the lease term.

17 unchanged sentences

Transfers of Financial Assets – Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished.

Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Control over transferred assets is deemed to be surrendered when the assets have been legally isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or

exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

BOLI – BOLI is carried at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or amounts due that are probable at settlement.

9 unchanged sentences

The Company recognizes interest and/or penalties related to tax matters in income tax expense.

The Company had no unrecorded tax positions at December 31, 2021 or 2020.

The Company had no unrecognized tax positions at December 31, 2022 or 2021.

Employee Benefits – The Bank maintains two noncontributory pension plans that existed before the Merger:

8 unchanged sentences

and (4) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation.

The Dime Community Bank KSOP Plan (“Dime KSOP Plan”), Outside Director Retirement Plan, and the Benefit Maintenance Plan (“BMP”) were terminated by resolution of the Legacy Dime Board of Directors.

The Dime Community Bank KSOP Plan (“Dime KSOP Plan”) and Outside Director Retirement Plan, were terminated by resolution of the Legacy Dime Board of Directors.

The effective date of the Dime terminations was February 1, 2021, the Merger Date.

15 unchanged sentences

Unvested RSA and PSA shares 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.

Comprehensive Income – Comprehensive income consists of net income and other comprehensive income.

Comprehensive Income – Comprehensive income consists of net income and other comprehensive income (loss).

Other comprehensive income includes unrealized gains and losses on available-for-sale securities, unrealized gains and losses on cash flow hedges, and changes in the funded status of the pension plan, which are also recognized as separate components of equity.

2 unchanged sentences

All of the Company’s activities are interrelated, and each activity is dependent and assessed based on the manner in which it supports the other activities of the Company.

For example, lending is dependent upon the ability of the Bank to fund

itself with retail deposits and other borrowings and to manage interest rate and credit risk.

For example, lending is dependent upon the ability of the Bank to fund itself with retail deposits and other borrowings and to manage interest rate and credit risk.

Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit.

27 unchanged sentences

The adoption of ASU 2021-01 is not expected to have a material effect on the Company's consolidated financial statements.

ASU 2022-01, Derivatives and Hedging (Topic 815):

Fair Value Hedging-Portfolio Layer Method

ASU 2022-01 clarifies the accounting for and promotes consistency in the reporting of hedge basis adjustments applicable to both a single hedged layer and multiple layers.

The amendments in ASU 2022-01 apply to all entities that elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815.

For public business entities, ASU 2022-01 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.

If an entity adopts ASU 2022-01 in an interim period, the effect of adopting the amendments related to basis adjustments should be reflected as of the beginning of the fiscal year of adoption (that is, the initial application date).

The adoption of ASU 2022-01 is not expected to have a material effect on the Company's consolidated financial statements.

ASU 2022-02, Financial Instruments-Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures

ASU 2022-02 eliminates troubled debt restructuring (“TDR”) recognition and measurement guidance and, instead, requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan.

ASU 2022-02 enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.

For entities that have adopted the amendments of ASU 2016-13, the amendments in ASU 2022-02 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

This ASU is effective for the Company on January 1, 2023.

The Company plans to adopt ASU 2022-02 on its effective date using the modified retrospective method.

The adoption of ASU 2022-02 is not expected to have a material effect on the Company's consolidated financial statements.

As described in Note 1.

87 unchanged sentences

Core deposit intangibles are being amortized over a life of 10 years on an accelerated basis.

The non-compete agreement is being amortized over a life of 13 months .

Pro Forma Combined Results of Operations

The following pro forma financial information presents the consolidated results of operations of Legacy Dime and Bridge as if the Merger occurred as of January 1, 2019 with pro forma adjustments.

The pro forma adjustments give effect to any change in interest income due to the accretion of discounts (premiums) associated with the fair value adjustments of acquired loans, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustments to acquired time deposits and other debt, and the amortization of the core deposit intangible that would have resulted had the deposits been acquired as of January 1, 2019.

Merger related expenses incurred by the Company during the year ended December 31, 2021 are not reflected in the pro forma amounts.

The pro forma information does not necessarily reflect the results of operations that would have occurred had Legacy Dime merged with Bridge at the beginning of 2019.

Year Ended December 31,

(Dollars in thousands except per share amounts)

Net interest income

Non-interest income

Net income available to common shareholders

Earnings per share:

The non-compete agreement was amortized over a life of 13 months .

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

1 unchanged sentence

Comprehensive

(In thousands)

Income (Loss)

Balance as of January 1, 2021

Other comprehensive income (loss) before reclassifications

Other comprehensive (loss) income before reclassifications

Amounts reclassified from accumulated other comprehensive loss

Net other comprehensive income (loss) during the period

Net other comprehensive (loss) income during the period

Balance as of December 31, 2021

6 unchanged sentences

(In thousands)

Change in unrealized holding gain or loss on securities:

Change in net unrealized gain or loss during the period

Reclassification adjustment for net gains included in net gain on securities and other assets

Tax (benefit) expense

Net change in unrealized holding gain or loss on securities, net of reclassification adjustments and tax

Change in unrealized gain (loss) on securities:

Change in net unrealized gain (loss) during the period

Reclassification adjustment for net gains included in net gain on sale of securities and other assets

Accretion of net unrealized loss on securities transferred to held-to-maturity

Net change in unrealized gain (loss) on securities, net of reclassification adjustments and tax

Change in pension and other postretirement obligations:

Reclassification adjustment for expense included in other expense

Reclassification adjustment for curtailment loss (gain)

Change in the net actuarial gain or loss

Reclassification adjustment for curtailment loss

Change in the net actuarial gain

Net change in pension and other postretirement obligations

Change in unrealized gain or loss on derivatives:

Change in net unrealized gain or loss during the period

Change in unrealized gain (loss) on derivatives:

Change in net unrealized gain (loss) during the period

Reclassification adjustment for loss included in loss on termination of derivatives

Reclassification adjustment for expense included in interest expense

Tax expense (benefit)

Net change in unrealized gain or loss on derivatives, net of reclassification adjustments and tax

Net change in unrealized gain (loss) on derivatives, net of reclassification adjustments and tax

Other comprehensive (loss) income, net of tax

12 unchanged sentences

Securities held-to-maturity:

Corporate securities

Pass-through MBS issued by GSEs

3 unchanged sentences

Securities available-for-sale:

Treasury securities

Corporate securities

Pass-through MBS issued by GSEs

State and municipal obligations

Total securities available-for-sale

As a result of the Merger, the Company acquired $ 652.0 million of securities available-for-sale on the Merger Date.

As of December 31, 2020, there were no securities held-to-maturity.

The Company transferred $ 140.4 million of securities available-for-sale to securities held-to-maturity during the year ended December 31, 2021.

December 31, 2021

(In thousands)

Securities held-to-maturity:

Pass-through MBS issued by GSEs

Total securities held-to-maturity

The Company reassessed classification of certain investments and transferred securities with a book value of $ 372.2 million from available-for-sale to securities held-to-maturity during the year ended December 31, 2022.

The related unrealized losses of $ 27.7 million were converted to a discount that is being accreted through interest income on a level-yield method over the term of the securities, while the unrealized losses recorded in other comprehensive income are amortized out of other comprehensive income through interest income on a level-yield method over the remaining term of securities, with no net change to interest income.

No gain or loss was recorded at the time of transfer.

There were no transfers from securities held-to-maturity during the year ended December 31, 2022.

There were no transfers to or from securities held-to-maturity during years ended December 31, 2020 and 2019.

There were $ 140.4 million transferred from securities available-for-sale to securities held-to-maturity during year ended December 31, 2021.

There were no transfers from securities held-to-maturity during the year ended December 31, 2021.

There were no transfers to or from securities held-to-maturity during the year ended December 31, 2020.

The carrying amount of securities pledged at December 31, 2022 and 2021 was $ 631.4 million and $ 726.4 million, respectively.

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Held-to-maturity

Within one year

One to five years

Five to ten years

Beyond ten years

Pass-through MBS issued by GSEs and agency CMO

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The remaining gain or loss on securities shown in the consolidated statements of income was due to market valuation changes.

Net gains on marketable equity securities of $ 131 thousand, $ 361 thousand and $ 531 thousand were recognized for the years ended December 31, 2021, 2020 and 2019, respectively.

Net gains on marketable equity securities of $ 131 thousand and $ 361 thousand were recognized for the years ended December 31, 2021 and 2020, respectively.

There were no sales of securities held-to-maturity during the years ended December 31, 2022, 2021, and 2020.

10 unchanged sentences

State and municipal obligations

Securities held-to-maturity

Pass-through MBS issued by GSEs

December 31, 2021

4 unchanged sentences

Securities available-for-sale:

Treasury securities

Corporate securities

Pass-through MBS issued by GSEs

State and municipal obligations

As of December 31, 2022, 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, the calculated allowance for credit losses on held-to-maturity securities was inconsequential given the high-quality composition of the Company’s held-to-maturity portfolio and therefore no allowance for credit losses was recorded.

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.

1 unchanged sentence

government were to technically default.

Accrued interest receivable on securities totaling $ 4.4 million at December 31, 2021 was included in other assets in the consolidated balance sheet and excluded from the amortized cost and estimated fair value totals in the table above.

Accrued interest receivable on securities totaling $ 5.4 million and $ 4.4 million at December 31, 2022 and 2021 respectively, was included in other assets in the consolidated balance sheet 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.

Consideration is given to (1) the extent to which the fair value is less than amortized 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 December 31, 2022, 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.

3 unchanged sentences

Agency Notes, Treasury Securities, Pass-through MBS issued by GSEs, Agency Collateralized Mortgage Obligations.

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.

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 losses.

The state and municipal obligations within the portfolio have all maintained an investment grade rating by either Moody’s or Standard and Poor’s.

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.

9 unchanged sentences

Commercial real estate ("CRE")

Acquisition, development, and construction ("ADC")

Acquisition, development, and construction

Total real estate loans

Commercial and industrial ("C&I")

Allowance for credit losses

Loans held for investment, net

As a result of the Merger, the Company recorded $ 4.53 billion of loans held for investment on the Merger Date.

Included in C&I loans was Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans totaling $ 66.0 million and $ 313.4 million at December 31, 2021 and 2020, respectively.

Included in C&I loans was Small Business Administration (“SBA”) PPP loans totaling $ 5.8 million and $ 66.0 million at December 31, 2022 and 2021, respectively.

SBA PPP loans carry a 100 % guarantee from the SBA.

6 unchanged sentences

Beginning balance as of January 1, 2020

Provision (credit) for credit losses

Ending balance as of December 31, 2019

Provision for credit losses

2 unchanged sentences

Adjusted beginning balance as of January 1, 2021

Day 1 acquired PCD loans

Provision (credit) for credit losses

Ending balance as of December 31, 2021

Provision (credit) for credit losses

Ending balance as of December 31, 2022

The following table presents the amortized cost basis of loans on non-accrual status as of the period indicated:

4 unchanged sentences

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

The Company did not recognize interest income on non-accrual loans during the year ended December 31, 2021.

The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method of ASC 326 as of the dates indicated:

December 31, 2020

Real Estate Loans

Residential and

(In thousands)

Allowance for loan losses:

Individually evaluated for impairment

Collectively evaluated for impairment

Total ending allowance balance

Individually evaluated for impairment

Collectively evaluated for impairment

Total ending loans balance

Impaired Loans (prior to the adoption of ASC 326)

A loan is considered impaired when, based on then current information and events, it is probable that all contractual amounts due will not be collected in accordance with the terms of the loan.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.

Loans that experience insignificant payment delays or shortfalls generally are not classified as impaired.

Management determines the significance of payment delays and shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

The Bank considers TDRs and all non-accrual loans, except non-accrual one-to-four family loans in less than the Federal National Mortgage Association (“FNMA”) Limits, to be impaired.

Non-accrual one-to-four family loans equal to or less than the FNMA Limits, as well as all consumer loans, are considered homogeneous loan pools and are not required to be evaluated individually for impairment unless considered a TDR.

Impairment is typically measured using the difference between the outstanding loan principal balance and either:

1) the likely realizable value of a note sale;

2) the fair value of the underlying collateral, net of likely disposal costs, if repayment is expected to come from liquidation of the collateral;

or 3) the present value of estimated future cash flows (using the loan’s pre-modification rate for certain performing TDRs).

If a TDR is substantially performing in accordance with its restructured terms, management will look to either the potential net liquidation proceeds of the underlying collateral or the present value of the expected cash flows from the debt service in measuring impairment (whichever is deemed most appropriate under the circumstances).

If a TDR has re-defaulted, generally the likely realizable net proceeds from either a note sale or the liquidation of the collateral is considered when measuring impairment.

Measured impairment is either charged off immediately or, in limited instances, recognized as an allocated reserve within the allowance for loan losses.

The following tables summarize impaired loans with no related allowance recorded and with related allowance recorded as of the periods indicated (by collateral type within the real estate loan segment):

December 31, 2020

(In thousands)

Investment (1)

With no related allowance recorded:

Multifamily residential and residential mixed-use

Total with no related allowance recorded

With an allowance recorded:

Total with an allowance recorded

(1) The recorded investment excludes net deferred costs, due to immateriality.

The following table presents information for impaired loans for the periods indicated:

December 31, 2020

December 31, 2019

(In thousands)

Investment (1)

Recognized (2)

Investment (1)

Recognized (2)

With no related allowance recorded:

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

Multifamily residential and residential mixed-use

Total with no related allowance recorded

With an allowance recorded:

(1) The recorded investment excludes net deferred costs, due to immateriality.

(2) Cash basis interest and interest income recognized on accrual basis approximate each other.

Acquisition, development, and construction

The Company did not recognize interest income on non-accrual loans held for investment during the year ended December 31, 2022.

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

5 unchanged sentences

Multifamily residential and residential mixed-use

Acquisition, development, and construction

Total real estate

5 unchanged sentences

Multifamily residential and residential mixed-use

Acquisition, development, and construction

Total real estate

Accruing Loans 90 Days or More Past Due:

The Company continued accruing interest on loans with an outstanding balance of $ 3.0 million at December 31, 2021, and loans with an outstanding balance of $ 3.3 million at December 31, 2020, all of which were 90 days or more past due.

The Company continued accruing interest on loans with an outstanding balance of $ 3.0 million at December 31, 2021, all of which were 90 days or more past due.

These loans were either well secured, awaiting a forbearance extension or formal payment deferral, or will likely be forgiven through the PPP or repurchased by the SBA, and, therefore, remained on accrual status and were deemed performing assets at the dates indicated above.

2 unchanged sentences

December 31, 2022

December 31, 2021

Associated Allowance

(In thousands)

1 unchanged sentence

for Credit Losses

Collateral Dependent

for Credit Losses

Acquisition, development, and construction

Related Party Loans

3 unchanged sentences

Beginning balance

Acquired in Merger

Effect of changes in composition of related parties

Balance at end of period

As of December 31, 2022, the Company had TDRs totaling $ 22.1 million.

The Company has allocated $ 9.1 million of allowance for those loans at December 31, 2022, with no commitments to lend additional amounts.

As of December 31, 2021, the Company had TDRs totaling $ 942 thousand.

The Company has allocated $ 483 thousand of allowance for those loans at December 31, 2021, with no commitments to lend additional amounts.

There were no outstanding TDRs at December 31, 2020.

During the year ended December 31, 2022, TDR modifications included reduction of outstanding principal, extensions of maturity dates, or favorable interest rates and loan terms than the prevailing market interest rates and loan terms.

During the year ended December 31, 2022, the Company modified one CRE loan as a TDR, and one Acquistion, Development, and Construction loan, which subsequently paid off during the year.

During the year ended December 31, 2021, the Company modified one CRE loan as a TDR, which subsequently paid off during the year.

3 unchanged sentences

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

There were no loans modified in a manner that met the criteria of a TDR during the year ended December 31, 2020 or 2019.

As of December 31, 2020 and 2019, the Bank had no loan commitments to borrowers with outstanding TDRs.

There were no TDR charge-offs during the year ended December 31, 2021.

TDRs did not have a material impact to the allowance for credit losses.

There were no TDRs that subsequently defaulted.

Loan payment deferrals due to COVID-19

Consistent with regulatory guidance to work with borrowers during the unprecedented situation caused by the COVID-19 pandemic and as outlined in the CARES Act, the Company established a formal payment deferral program in April 2020 for borrowers that had been adversely affected by the pandemic.

As of December 31, 2021, the Company had seven loans, representing outstanding loan balances of $ 5.7 million, that were deferring full principal and interest (“P&I” deferrals).

The table below presents the full P&I deferrals as of December 31, 2021:

December 31, 2021

% of Portfolio

(Dollars in thousands)

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

Pursuant to guidance under Section 4013 of the CARES Act, a qualified loan modification, such as a payment deferral, is exempt from classification as a TDR as defined by GAAP.

This applies if the loan was current as of December 31, 2019 and the modifications are related to arrangements that defer or delay the payment of principal or interest, or change the interest rate of the loan.

This guidance was expected to expire on December 31, 2020.

The 2021 Consolidated Appropriations Act, which was signed into law December of 2020, extended the exemption for TDR classification.

This provision expired on January 1, 2022 and, therefore, the Company will not have additional loans modified under this exemption going forward.

Risk-ratings on COVID-19 loan deferrals are evaluated on an ongoing basis.

Acquisition, development, and construction

There were no loans modified in a manner that met the criteria of a TDR during the year ended December 31, 2020.

There were no TDR charge-offs during the years ended December 31, 2022 and 2021.

Credit Quality Indicators

22 unchanged sentences

Special mention

Acquisition, development, and construction:

Special mention

Total acquisition, development, and construction:

Special mention

2 unchanged sentences

(In thousands)

2016 and Prior

Revolving-Term

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

Special mention

Total one-to-four family residential, and condominium/cooperative apartment

Multifamily residential and residential mixed-use:

Total real estate

Total Real Estate and C&I

Special mention

Total multifamily residential and residential mixed-use

Special mention

Acquisition, development, and construction:

Special mention

Total acquisition, development, and construction:

Special mention

For other loans, the Company evaluates credit quality based on payment activity.

7 unchanged sentences

Loans serviced for others are not reported as assets.

Servicing loans for others generally consists of collecting loan payments, maintaining escrow accounts, disbursing payments to investors, paying taxes and insurance and processing foreclosure.

Servicing loans for others generally consists of collecting loan payments, maintaining escrow accounts, disbursing payments to investors, paying taxes and insurance and processing foreclosures.

In connection with loans serviced for others, the Bank held borrowers’ escrow balances of $ 1.3 million and $ 2.9 million at December 31, 2022 and 2021, respectively.

18 unchanged sentences

Premises and Fixed Assets, Net

As a result of the Merger, the Company acquired $ 37.9 million of premises and fixed assets, net on the Merger Date.

The following is a summary of premises and fixed assets, net:

7 unchanged sentences

Premises Held for Sale

The aggregate recorded balance of the Company’s premises held for sale was $ 556 thousand at December 31, 2021.

There were no premises held for sale as of December 31, 2022.

The aggregate recorded balance of the Company’s premises held for sale was $ 556 thousand at December 31, 2021

During the year ended December 31, 2021, the Company transferred two real estate properties utilized as retail branches to premises held for sale totaling $ 2.8 million.

During the year ended December 31, 2021, the Company sold one real estate property utilized as a retail branch totaling $ 2.2 million and recorded a gain of $ 550 thousand in Gain on sale of securities and other assets in the consolidated financial statements.

There were no sales of premises held for sale during the years ended December 31, 2020 or 2019.

As a result of the Merger, the Company acquired $ 45.6 million of operating lease assets and $ 45.3 million of operating lease liabilities on the Merger Date

During the year ended December 31, 2021, the Company elected to terminate one if its corporate headquarters office space leases, which resulted in a decrease to the Company’s operating lease liabilities of $ 11.6 million, and an early termination fee of $ 12.0 million.

The early termination fee is reported in merger expenses and transaction costs in the consolidated statements of income.

During the year ended December 31, 2021, the Company elected to terminate three leases in connection with the combination of three branches into other locations, which resulted in a decrease to the Company’s operating lease liabilities of $ 3.7 million, and an early termination fee of $ 4.0 million.

The early termination fee is reported in branch restructuring costs in the consolidated statements of income.

During each of the years ended December 31, 2022 and 2021, the Company sold one real estate property utilized as a retail branch totaling $ 1.9 million and $ 2.2 million, respectively.

The Company recorded a gain of $ 1.4 million and $ 550 thousand in gain on sale of securities and other assets in the consolidated statements of income.

Maturities of the Company’s operating lease liabilities at December 31, 2022 are as follows:

10 unchanged sentences

GOODWILL AND OTHER INTANGIBLE ASSETS

At December 31, 2021 and 2020, the carrying amount of the Company’s goodwill was $ 155.8 million and $ 55.6 million, respectively.

At December 31, 2022 and 2021, the carrying amount of the Company’s goodwill was $ 155.8 million.

The Company performs its annual goodwill impairment test in the fourth quarter of every year, or more frequently if events or changes in circumstance indicate the asset might be impaired.

8 unchanged sentences

Other Intangible Assets

As a result of the Merger, the Company recorded $ 10.2 million of core deposit intangible assets and a $ 780 thousand non-compete agreement intangible asset on the Merger Date.

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

There were no intangible assets at December 31, 2020.

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

December 31, 2022

December 31, 2021

(In thousands)

2 unchanged sentences

Net carrying amount

Amortization expense recognized on intangible assets was $ 2.6 million for the year ended December 31, 2021.

There was no amortization expense recognized on intangible assets for the years ended December 31, 2020 and 2019.

Amortization expense recognized on intangible assets was $ 1.9 million and $ 2.6 million for the years ended December 31, 2022 and 2021, respectively.

Estimated amortization expense for 2023 through 2027 and thereafter is as follows:

13 unchanged sentences

Members are required to own a particular amount of stock based on the level of borrowings and other factors.

As a result of the Merger, the Bank acquired $ 13.9 million of FHLBNY capital stock on the Merger Date.

The Bank decreased its outstanding FHLBNY advances by $ 1.18 billion during the year ended December 31, 2021, resulting in a reduction of required FHLBNY stock.

The Bank increased its outstanding FHLBNY advances by $ 1.11 billion during the year ended December 31, 2022, resulting in an increase of required FHLBNY stock.

The Bank owned 636,274 shares and 128,184 shares at December 31, 2022 and 2021, respectively.

3 unchanged sentences

Membership requires the purchase of shares of FRB capital stock at $ 50 per share.

As a result of the Merger, the Bank acquired $ 9.3 million of FRB capital stock on the Merger Date.

The Bank owned 494,965 shares at December 31, 2021 and no shares at December 31, 2020.

The Bank recorded dividend income on the FRB capital stock of $ 442 thousand during the year ended December 31, 2021 and no dividend income for the years ended December 31, 2020 and 2019.

The Bank owned 499,052 shares at December 31, 2022 and 494,965 shares at December 31, 2021.

The Bank recorded dividend income on the FRB capital stock of $ 828 thousand and $ 442 thousand during the years ended December 31, 2022 and 2021, respectively, and no dividend income for the year ended December 31, 2020.

Bankers’ Bank Capital Stock

1 unchanged sentence

The relationship requires the purchase of shares of ACBB capital stock between $ 2,500 and $ 3,250 per share.

As a result of the Merger, the Bank acquired $ 165 thousand of ACBB capital stock on the Merger Date.

The Bank owned 60 shares at December 31, 2021 and no shares at December 31, 2020.

The Bank recorded dividend income on the ACBB capital stock of $ 1 thousand during the year ended December 31, 2021 and no dividend income during the years ended December 31, 2020 and 2019.

The Bank owned 60 shares at December 31, 2022 and 2021.

The Bank recorded dividend income on the ACBB capital stock of $ 1 thousand during the years ended December 31, 2022 and 2021, and no dividend income during the year ended December 31, 2020.

Deposits are summarized as follows:

5 unchanged sentences

Non-interest-bearing checking

As a result of the Merger, the Company acquired $ 5.41 billion of deposits on the Merger Date.

The following table presents a summary of scheduled maturities of CDs outstanding at December 31, 2022:

18 unchanged sentences

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 $ 57 thousand will be reclassified as an increase to interest expense.

During the next twelve months, the Company estimates that an additional $ 6.4 million will be reclassified as a decrease to interest expense.

During the year ended December 31, 2022, the Company did no t terminate any derivatives.

During the year ended December 31, 2021, the Company terminated 34 derivatives with notional values totaling $ 785.0 million, resulting in a termination value of $ 16.5 million which was recognized in loss on termination of derivatives in non-interest income.

During the year ended December 31, 2020, the Company terminated two derivatives with notional values totaling $ 30.0 million, resulting in a termination value of $ 175 thousand, which was expected to be recognized in interest expense over the remaining term of the original derivative.

During the year ended December

31, 2020, the Company terminated two derivatives with notional values totaling $ 30.0 million, resulting in a termination value of $ 175 thousand, which was expected to be recognized in interest expense over the remaining term of the original derivative.

Due to the terminations during the year ended December 31, 2021, the remaining termination value was recognized as part of the loss on terminations during the year ended December 31, 2021.

Additionally, during the year ended December 31, 2020, the Company terminated six derivatives with notional values totaling $ 95.0 million, resulting in a termination value of $ 6.6 million, which was recognized as losses on termination of derivatives within non-interest income.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated statements of financial condition as of the periods indicated.

4 unchanged sentences

Interest rate swaps related to FHLBNY advances

The table below presents the effect of the cash flow hedge accounting on accumulated other comprehensive loss as of December 31, 2022, 2021 and 2020.

1 unchanged sentence

(In thousands)

Gain (loss) recognized in other comprehensive income

Gain (loss) recognized in other comprehensive income (loss)

Gain recognized on termination of derivatives

(Loss) gain reclassified from other comprehensive income into interest expense

Gain (loss) reclassified from other comprehensive income into interest expense

All cash flow hedges are recorded gross on the balance sheet.

The cash flow hedges involve derivative agreements with third-party counterparties that contain provisions requiring the Bank to post cash collateral if the derivative exposure exceeds a threshold amount.

As of December 31, 2021, the Bank did not post collateral to the third-party counterparties.

As of December 31, 2020, posted collateral to the other third-party counterparties was $ 5.4 million.

As of December 31, 2022 and 2021, the Bank did no t post collateral to the third-party counterparties.

As of December 31, 2022 and 2021, the Company received $ 17.8 million and $ 4.6 million, respectively, in collateral from its third-party counterparties under the agreements in a net asset position.

Freestanding Derivatives

3 unchanged sentences

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;

These interest rate derivatives do not qualify as designated hedges, under ASC 815;

therefore, each interest rate derivative is accounted for as a freestanding derivative.

15 unchanged sentences

Loan level interest rate swaps with borrower

Loan level interest rate floors with borrower

Loan level interest rate swaps with third-party counterparties

Loan level interest rate floors with third-party counterparties

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.

4 unchanged sentences

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.

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 December 31, 2022, the Company did no t post collateral to its third-party counterparties.

As of December 31, 2021, posted collateral was $ 14.0 million.

As of December 31, 2022, the Company received $ 135.3 million in collateral from its third-party counterparties under the agreements in a net asset position.

As of December 31, 2021, the Company did not receive collateral from its third-party counterparties.

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 December 31, 2022 and December 31, 2021, the notional amounts of risk participation agreements for derivative liabilities were $ 71.1 million and $ 25.6 million, respectively.

The related fair values of the Company’s risk participation agreements were immaterial as of December 31, 2022 and December 31, 2021

Credit Risk Related Contingent Features

5 unchanged sentences

FHLBNY ADVANCES

The Bank had borrowings from the FHLBNY (“Advances”) totaling $ 25.0 million and $ 1.20 billion at December 31, 2021 and 2020, respectively, all of which were fixed rate.

The Bank had borrowings from the FHLBNY (“Advances”) totaling $ 1.13 billion and $ 25.0 million at December 31, 2022 and 2021, respectively, all of which were fixed rate.

The average interest rate on outstanding FHLBNY Advances was 4.55 % and 0.35 % at December 31, 2022 and 2021, respectively.

In accordance with its Advances, Collateral Pledge and Security Agreement with the FHLBNY, the Bank was eligible to borrow up to $ 4.13 billion as of December 31, 2022 and $ 4.19 billion as of December 31, 2021, and maintained sufficient qualifying collateral, as defined by the FHLBNY.

Certain FHLBNY Advances may contain call features that may be exercised by the FHLBNY.

At December 31, 2022 there were no callable Advances.

7 unchanged sentences

The following tables present the contractual maturities and weighted average interest rates of FHLBNY advances for each of the next five years.

There were no FHLBNY advances with an overnight contractual maturity at December 31, 2021 and December 31, 2020.

There are no FHLBNY advances with contractual maturities after 2022 at December 31, 2021 and December 31, 2020:

There were no FHLBNY advances with an overnight contractual maturity at December 31, 2022 and 2021.

As of December 31, 2022, there were $ 1.10 billion of FHLBNY advances with contractual maturities during 2023 and $ 36.0 million of FHLBNY advances with contractual maturities after 2023.

As of December 31, 2021, there were $ 25.0 million of FHLBNY advances with contractual maturities during 2022 and no FHLBNY advances with contractual maturities after 2023:

December 31, 2022

1 unchanged sentence

Contractual Maturity

2023, fixed rate at rates from 3.85 % to 4.75 %

2027, fixed rate at 4.25 %

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Contractual Maturity

2021, fixed rate at rates from 0.24 % to 2.09 %

2022, fixed rate at rates from 0.33 % to 1.79 %

2022, fixed rate at 0.35 %

Total FHLBNY advances

SUBORDINATED DEBENTURES

In connection with the Merger, the Company assumed $ 115.0 million in aggregate principal amount of the 4.50 % Fixed-to-Floating Rate Subordinated Debentures due 2027 of Legacy Dime on the Merger Date.

During the year ended December 31, 2017, Legacy Dime issued $ 115.0 million of fixed-to-floating rate subordinated notes due June 2027, which become callable commencing on June 15, 2022.

The notes will mature on June 15, 2027 (the “Maturity Date”).

From and including June 13, 2017 until but excluding June 15, 2022, interest will be paid semi-annually in arrears on each June 15 and December 15 at a fixed annual interest rate equal to 4.50 %.

From and including June 15, 2022 to, but excluding, the Maturity Date or earlier redemption date, the interest rate shall reset quarterly to an annual interest rate equal to the then-current three-month LIBOR plus 266 basis points, payable quarterly in arrears.

Debt issuance cost directly associated with subordinated debt offering was capitalized and netted with subordinated notes payable on the consolidated statements of financial condition.

In September 2015, the Company issued $ 80.0 million in aggregate principal amount of fixed-to-floating rate subordinated debentures.

$ 40.0 million of the subordinated debentures are callable at par after five years , have a stated maturity of September 30, 2025 and bear interest at a fixed annual rate of 5.25 % per year, from and including September 21, 2015 until but excluding September 30, 2020.

From and including September 30, 2020 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 LIBOR plus 360 basis points.

The remaining $ 40.0 million of the subordinated debentures 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, from and including September 21, 2015 until but excluding September 30, 2025.

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 LIBOR plus 345 basis points.

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 subordinated debentures totaled $ 200.3 million at December 31, 2022 and $ 197.1 million at December 31, 2021.

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The Bank utilizes securities sold under agreements to repurchase (“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, of which 100 % were pass-through MBS issued by GSEs with a carrying amount of $ 3.8 million at December 31, 2021.

Repurchase agreements represent funds received from customers, generally on an overnight basis, which are collateralized by investment securities, of which 100 % were pass-through MBS issued by GSEs with a carrying amount of $ 1.4 million at December 31, 2022.

Repurchase agreements are financing arrangements with $ 1.4 million maturing during the first quarter of 2023.

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In accordance with the Bank’s policies, eligible counterparties are defined and monitored to minimize exposure.

Interest expense on repurchase agreements for the year ended December 31, 2021 was $ 3 thousand.

There was no interest expense on repurchase agreements for the years ended December 31, 2020 and 2019.

Interest expense on repurchase agreements for the years ended December 31, 2022 and 2021 was $ 1 thousand and $ 1 thousand, respectively.

There was no interest expense on repurchase agreements for the years ended December 31, 2020.

The Bank is a member of 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.

Interest expense on AFX borrowings for the years ended December 31, 2021, 2020 and 2019 was $ 1 thousand, $ 45 thousand, and $ 226 thousand, respectively.

Interest expense on AFX borrowings for the years ended December 31, 2022, 2021 and 2020 was $ 1.4 million, $ 1 thousand, and $ 45 thousand, respectively.

The Company’s consolidated Federal, State and City income tax provisions were comprised of the following:

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Effective tax rate

The increase in the effective tax rate in 2021 compared to 2020 was primarily the result of the loss of benefits from the Company’s REIT due to the increase in the Company’s total assets, and non-deductible expenses during 2021.

The increase in the effective tax rate in 2022 and 2021 compared to 2020 was primarily the result of the loss of benefits from the Company’s REIT due to the increase in the Company’s total assets, and non-deductible expenses.

Deferred tax assets and liabilities are recorded for temporary differences between the book and tax bases of assets and liabilities.

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Allowance for credit losses and other contingent liabilities

Employee benefit plans

Tax effect of purchase accounting fair value adjustments

Tax effect of other components of income on derivatives

Tax effect of other components of income on securities available-for-sale

Tax effect of other components of income on securities held-to-maturity

Operating lease liability

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Tax effect of other components of income on derivatives

Tax effect of other components of income on securities available-for-sale

Employee benefit plans

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At December 31, 2022 and 2021, the Bank had accumulated bad debt reserves totaling $ 15.1 million for which no provision for income tax was required to be recorded.

These bad debt reserves could be subject to recapture into taxable income under certain circumstances, including a distribution of the bad debt benefits to the Holding Company or the failure of the Bank to qualify as a bank for federal income tax purposes.

These bad debt reserves could be subject to recapture into taxable income under certain

circumstances, including a distribution of the bad debt benefits to the Holding Company or the failure of the Bank to qualify as a bank for federal income tax purposes.

Should the reserves as of December 31, 2022 be fully recaptured, the Bank would recognize $ 4.8 million in additional income tax expense.

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Initially, a determination is made, based on the technical merits of the position, as to whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes.

In conducting this evaluation, management is required to presume that the position will be examined by the appropriate taxing authority possessing full knowledge of all

relevant information.

In conducting this evaluation, management is required to presume that the position will be examined by the appropriate taxing authority possessing full knowledge of all relevant information.

The second level of evaluation is the measurement of a tax position that satisfies the more-likely-than-not recognition threshold.

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Accounting guidance requires that merger-related transactional and restructuring costs incurred by the Company be charged to expense as incurred.

There were no costs associated with merger expenses and transaction costs for the year ended December 31, 2022.

Costs associated with employee severance and other merger-related compensation expense incurred in connection with the Merger totaled $ 15.9 million for the year ended December 31, 2021 and were recorded in merger expenses and transaction costs expense in the consolidated statements of income.

Transaction costs (inclusive of costs to terminate leases) in connection with the Merger totaled $ 28.9 million and $ 4.7 million, respectively, for the years ended December 31, 2021 and 2020, and were recorded in merger expenses and transaction costs in the consolidated statements of income.

There were no costs associated with merger expenses and transaction costs for the year ended December 31, 2019.

BRANCH RESTRUCTURING COSTS

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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.

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

Effective April 1, 2000, the Bank froze all participant benefits under the Employee Retirement Plan.

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27 for the real and nominal rate of investment return for a specific mix of asset classes.

The long-term rate of return considers historical returns for the S&P 500 index and corporate bonds representing cumulative returns of approximately 9.0 % and 5.0 %, respectively.

The long-term rate of return considers historical returns for the S&P 500 index and corporate bonds representing cumulative returns

of approximately 9.0 % and 5.0 %, respectively.

These returns were considered along with the target allocations of asset categories.

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Cash and cash equivalents

Mutual Funds (all registered and publicly traded) :

International Equity

Common collective investment funds:

mid cap/small cap

International

Equities blend

Fixed income securities:

Mortgage-backed

High yield bonds and bond funds

Total Plan Assets

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Total Plan Assets

Fair Value Measurements

at December 31, 2021

Active Markets for

(In thousands)

Assets (Level 1)

Inputs (Level 2)

Inputs (Level 3)

Cash and cash equivalents

mid cap/small cap

International

Equities blend

Fixed income securities:

Mortgage-backed

High yield bonds and bond funds

Total Plan Assets

Benefit payments are anticipated to be made as follows:

2 unchanged sentences

The 401(k) Plan covers substantially all current employees.

Legacy Dime employees that continued to be employed following the Merger Date, that met eligibility requirements, were automatically enrolled in the plan unless they elected not to participate.

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.

1 unchanged sentence

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.

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.

8 unchanged sentences

The KSOP held Legacy Dime common stock within the accounts of participants totaling $ 40 thousand and $ 33.7 million at December 31, 2021 and 2020.

During the years

ended December 31, 2021, 2020 and 2019, total expense recognized as a component of salaries and employee benefits expense for the Dime KSOP Plan was $ 0.3 million, $ 1.9 million and $ 1.9 million, respectively.

During the years ended December 31, 2021, 2020 and 2019, total expense recognized as a component of salaries and employee benefits expense for the Dime KSOP Plan was $ 0.3 million, $ 1.9 million and $ 1.9 million, respectively.

BMP and Outside Director Retirement Plan

87 unchanged sentences

STOCK-BASED COMPENSATION

Before the Merger, Bridge and Legacy Dime granted share-based awards under their respective share-based compensation plans, (collectively, the “Legacy Stock Plans”), which are both subject to the accounting requirements of ASC 718.

Before the Merger, Bridge and Legacy Dime granted share-based awards under their respective stock-based compensation plans, (collectively, the “Legacy Stock Plans”), which are both subject to the accounting requirements of ASC 718.

In May 2021, the Company’s shareholders approved the Dime Community Bancshares, Inc.

3 unchanged sentences

At December 31, 2022, there were 961,122 shares reserved for issuance under the 2021 Equity Incentive Plan.

In anticipation of the Merger, Legacy Dime accelerated and vested all unvested and outstanding share-based awards such that there were no outstanding awards as of December 31, 2020.

In connection with the Merger, all outstanding stock options granted under Legacy Dime’s equity plans, were legally assumed by the combined company and adjusted so that its holder is entitled to receive a number of shares of Dime’s common stock equal to the product of (a) the number of shares of Legacy Dime common stock subject to such award multiplied by (b) the Exchange Ratio and (c) rounded, as applicable, to the nearest whole share, and otherwise subject to the same terms and conditions (including, without limitation, with respect to vesting conditions (taking into account any vesting that occurred at the Merger Date)).

4 unchanged sentences

(In thousands)

Options outstanding at January 1, 2021 as adjusted for conversion

Options acquired

Options outstanding at January 1, 2022

Options exercised

21 unchanged sentences

Unvested allocated shares outstanding at January 1, 2022

Shares acquired in the Merger

Shares granted

1 unchanged sentence

Shares forfeited

Unvested allocated shares at December 31, 2021

Unvested allocated shares outstanding at December 31, 2022

Information related to RSAs during each period is as follows:

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Compensation expense recognized

Income tax benefit (expense) recognized on vesting of RSAs

Income tax (expense) benefit recognized on vesting of RSAs

As of December 31, 2022, there was $ 6.1 million of total unrecognized compensation cost related to unvested RSAs to be recognized over a weighted-average period of 2.0 years.

3 unchanged sentences

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.

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.

2 unchanged sentences

There were no outstanding PSAs at December 31, 2020.

This plan continued into 2021, and as of December 31, 2021, 38,948 shares have been granted.

As of December 31, 2022 and 2021, 60,755 shares and 38,948 shares have been granted, respectively.

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

1 unchanged sentence

Shares granted

Shares forfeited

Maximum aggregate share payout at December 31, 2022

6 unchanged sentences

Income tax benefit recognized on vesting of PSAs

As of December 31, 2021, there was $ 765 thousand 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 2.5 years.

As of December 31, 2022, there was $ 2.0 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 1.8 years.

Sales Incentive Awards

8 unchanged sentences

Total compensation expenses of $ 727 thousand and $ 171 thousand were recognized during the years ended December 31, 2020 and 2019.

There was no sales incentive awards compensation expense recognized during the year ended December 31, 2021.

There was no activity related to sales incentive awards during the year ended December 31, 2021.

There was no sales incentive awards compensation expense recognized during the year ended December 31, 2022 and 2021.

There was no activity related to sales incentive awards during the year ended December 31, 2022 and 2021.

EARNINGS PER SHARE

21 unchanged sentences

There were 134,447 , 167,053 and 15,498 weighted-average stock options outstanding for the years ended December 31, 2022, 2021 and 2020, respectively, which were not considered in the calculation of diluted EPS since their exercise prices exceeded the average market price during the period.

There were no "out-of-the-money"

stock options for the year ended December 31, 2019.

PREFERRED STOCK

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Stand-by letters of credit

At December 31, 2021 and 2020, the Bank had outstanding firm loan commitments that were accepted by the borrower aggregating $ 226.1 million and $ 82.9 million, respectively.

The year-over-year increase in loan commitments was related to the Merger.

Substantially all of the Bank’s commitments expire within three months of their acceptance by the prospective borrower.

At December 31, 2022 and 2021, the Bank had outstanding firm loan commitments that were accepted by borrowers that aggregated to $ 271.6 million and $ 226.1 million, respectively.

Substantially all of the Bank’s commitments expire within three months of their acceptance by the prospective borrowers.

The credit risk associated with these commitments is based on the loan type which is comprised of multifamily residential, residential mixed-use, commercial real estate, commercial mixed-use, C&I, and one-to-four family residential loans.

21 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s marketable equity securities and available-for-sale securities are reported at fair value, which were determined utilizing prices obtained from independent parties.

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.

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.

24 unchanged sentences

Financial Assets:

Marketable equity securities (Registered mutual funds)

Domestic equity mutual funds

International equity mutual funds

Fixed income mutual funds

Securities available-for-sale:

Treasury securities

Corporate securities

Pass-through MBS issued by GSEs

State and municipal obligations

Derivative – cash flow hedges

Derivative – freestanding derivatives, net

Financial Liabilities:

Derivative – cash flow hedges

Derivative – freestanding derivatives, net

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 nonrecurring basis.

Assets Measured at Fair Value on a Non-recurring Basis

Certain financial assets are measured at fair value on a nonrecurring basis.

That is, they are subject to fair value adjustments in certain circumstances.

5 unchanged sentences

Individually evaluated loans

December 31, 2021

Fair Value Measurements Using:

Quoted Prices

(In thousands)

Individually evaluated loans

Individually evaluated loans with an allowance for credit losses at December 31, 2022 had a carrying amount of $ 1.2 million, which is made up of the outstanding balance of $ 2.5 million, net of a valuation allowance of $ 1.3 million.

Collateral dependent individually analyzed loans as of December 31, 2022 resulted in a credit loss provision of $ 0.7 million, which is included in the amounts reported in the consolidated statements of income for the year ended December 31, 2022.

Individually evaluated loans with an allowance for credit losses at December 31, 2021 had a carrying amount of $ 1.9 million, which is made up of the outstanding balance of $ 2.5 million, net of a valuation allowance of $ 600 thousand.

Collateral dependent individually analyzed loans as of December 31, 2021 resulted in a credit loss provision of $ 600 thousand, which is included in the amounts reported in the consolidated statements of income for the year ended December 31, 2021.

There were no collateral dependent impaired loans (prior to the adoption of the CECL Standard) with an allowance for credit losses at December 31, 2020.

Financial Instruments Not Measured at Fair Value

21 unchanged sentences

Cash and due from banks

Securities held-to-maturity

Loans held for investment, net

93 unchanged sentences

Net accretion

Decrease (increase) in other assets

Increase in other liabilities

Loss on extinguishment of debt

(Increase) decrease in other assets

(Decrease) increase in other liabilities

Net cash provided by operating activities

6 unchanged sentences

Cash flows from financing activities:

Proceeds from subordinated debentures issuance, net

Redemption of subordinated debentures

Redemption of preferred stock

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data