What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-05-08 compared with 2022-11-07 · 117 added, 249 removed, 292 unchanged (56% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Dime Community Bancshares, Inc., a New York corporation previously known as “Bridge Bancorp, Inc.,” is a bank holding company formed in 1988.

Dime Community Bancshares, Inc., a New York corporation, is a bank holding company formed in 1988.

On a parent-only basis, the Holding Company has minimal operations, other than as owner of Dime Community Bank.

6 unchanged sentences

These reclassifications did not have an impact on net income or total stockholders' equity.

Completion of Merger of Equals

On February 1, 2021, Dime Community Bancshares, Inc., a Delaware corporation (“Legacy Dime”) merged with and into Bridge Bancorp, Inc., a New York corporation (“Bridge”) (the “Merger”), with Bridge as the surviving corporation under the name “Dime Community Bancshares, Inc.” (the “Holding Company”).

At the effective time of the Merger (the “Effective Time”), each outstanding share of Legacy Dime common stock, par value $0.01 per share, was converted into the right to receive 0.6480 shares of the Holding Company’s common stock, par value $0.01 per share.

At the Effective Time, each outstanding share of Legacy Dime’s Series A preferred stock, par value $0.01 (the “Dime Preferred Stock”), was converted into the right to receive one share of a newly created series of the Holding Company’s preferred stock having the same powers, preferences and rights as the Dime Preferred Stock.

Immediately following the Merger, Dime Community Bank, a New York-chartered commercial bank and a wholly-owned subsidiary of Legacy Dime, merged with and into BNB Bank, a New York-chartered trust company and a wholly-owned subsidiary of Bridge, with BNB Bank as the surviving bank, under the name “Dime Community Bank” (the “Bank”).

COVID-19 Pandemic Response

3 unchanged sentences

The Company believes that the remainder of its SBA PPP loans will ultimately be forgiven by the SBA in accordance with the terms of the program.

As of September 30, 2022, the Company had SBA PPP loans totaling $11.4 million, net of deferred fees.

As of March 31, 2023, the Company had SBA PPP loans totaling $2.1 million, net of deferred fees.

It is the Company’s expectation that loans funded through the PPP are fully guaranteed by the U.S.

We continue to monitor unfunded commitments through the pandemic, including commercial and home equity lines of credit, for evidence of increased credit exposure as borrowers utilize these lines for liquidity purposes.

We continue to monitor unfunded commitments, including commercial and home equity lines of credit, for evidence of increased credit exposure as borrowers utilize these lines for liquidity purposes.

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, changes in consumer behavior, and supply chain interruptions as a result of the COVID-19 pandemic.

3 unchanged sentences

At or For the

Three Months Ended

Nine Months Ended

September 30,

Per Share Data:

31 unchanged sentences

Methods and Assumptions Underlying the Estimate

On January 1, 2021, we adopted the CECL Standard, which requires that loans held for investment be accounted for under the current expected credit losses model.

On January 1, 2021, we adopted the Current Expected Credit Losses (“CECL”) Standard, which requires that loans held for investment be accounted for under the current expected credit losses model.

The allowance for credit losses is established and maintained through a provision for credit losses based on expected losses inherent in our loan portfolio.

6 unchanged sentences

Management assesses the sensitivity of key assumptions at least annually by stressing the assumptions to understand the impact on the model.

Statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of the peer group.

Statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of a peer group of banks that operate in and around Dime’s footprint.

These models are then utilized to forecast future expected loan losses based on expected future behavior of the same macro-economic variables.

Adjustments to the quantitative results are adjusted using qualitative factors.

Adjustments to the quantitative results are made using qualitative factors.

These factors include:

8 unchanged sentences

and (9) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.

For loans that do not share risk characteristics, the Company evaluated the loan on an individual basis based on various factors.

The Company evaluates loans that do not share risk characteristics on an individual basis based on various factors.

Factors that may be considered are borrower delinquency trends and non-accrual status, probability of foreclosure or note sale, changes in the borrower’s circumstances or cash collections, borrower’s industry, or other facts and circumstances of the loan or collateral.

11 unchanged sentences

based on changes in economic, market or other conditions.

Changes in estimates could result in a material change in the allowance through charges to earnings and would materially decrease our net income.

Changes in estimates could result in a material change in the allowance through charges to earnings would materially decrease our net income.

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

3 unchanged sentences

Methods and Assumptions Underlying the Estimate

On February 1, 2021, Legacy Dime merged with and into Bridge in a merger of equals business combination accounted for as a reverse merger using the acquisition method of accounting (see Note 2.

As a result of the Merger, the Company recorded $100.2 million of goodwill, based on the fair value of acquired assets and liabilities of Bridge.

On February 1, 2021, the Company completed a merger of equals business combination accounted for as a reverse merger using the acquisition method of accounting.

As a part of accounting for the Merger, fair value estimates were calculated with a combination of assumptions by management and by using a third party.

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

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

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

For purchased financial loans with credit deterioration (“PCD”), an estimate of expected credit losses was made for loans with similar risk characteristics and was added to the purchase price to establish the initial amortized cost basis of the PCD loans.

Any difference between the unpaid principal balance and the amortized cost basis is considered to relate to non-credit factors and results in a discount or premium.

Any difference between the unpaid principal balance and the amortized cost basis is considered to relate to non-credit factors and resulted in a discount or premium.

Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans.

2 unchanged sentences

Management relied on economic forecasts, internal valuations, or other relevant factors which were available at the time of the Merger in the determination of the assumptions used to calculate the fair value of the acquired loans.

The estimates about discount rates, expected future cash flows, market conditions and other future events are subjective and may differ from estimates.

Discount rates, expected future cash flows, market conditions and other future events are subjective and may differ from estimates.

Impact on Financial Condition and Results of Operations

8 unchanged sentences

Reports detailing the Bank’s liquidity reserves are presented to appropriate senior management on a monthly basis, and the Board of Directors at each of its meetings.

addition, a twelve-month liquidity forecast is presented to ALCO in order to assess potential future liquidity concerns.

A forecast of cash flow data for the upcoming 12 months is presented to the Board of Directors on an annual basis.

In addition, a twelve-month liquidity forecast is presented to ALCO in order to assess potential future liquidity concerns.

forecast of cash flow data for the upcoming 12 months is presented to the Board of Directors on an annual basis.

Given recent banking industry events, management is also monitoring the level of uninsured deposits on a daily basis.

Liquidity is primarily needed to meet customer borrowing commitments and deposit withdrawals, either on demand or on contractual maturity, to repay borrowings as they mature, to fund current and planned expenditures and to make new loans and investments as opportunities arise.

7 unchanged sentences

Repurchase agreements represent funds received from customers, generally on an overnight basis, which are collateralized by investment securities.

As of September 30, 2022 and December 31, 2021, the Bank’s repurchase agreements totaling $2.1 million and $1.9 million, respectively, were included in other short-term borrowings on the consolidated balance sheets.

As of March 31, 2023 and December 31, 2022, the Bank’s repurchase agreements totaling $2.1 million and $1.4 million, respectively, were included in other short-term borrowings on the consolidated balance sheets.

The Bank gathers deposits in direct competition with commercial banks, savings banks and brokerage firms, many among the largest in the nation.

4 unchanged sentences

However, favorable performance of the equity or bond markets could adversely impact the Bank’s deposit flows.

Total deposits increased $29.7 million during the nine months ended September 30, 2022 compared to an increase of $6.15 billion for the nine months ended September 30, 2021.

The increase in total deposits during the 2021 period was primarily due to the acquisition of deposits in the Merger.

Within deposits, core deposits ( i.e., non-CDs) decreased $47.8 million during the nine months ended September 30, 2022 and increased $6.46 billion during the nine months ended September 30, 2021.

CDs increased $77.5 million during the nine months ended September 30, 2022 compared to a decrease of $306.4 million during the nine months ended September 30, 2021.

The increase in CDs during the current period was primarily due to a $132.6 million increase in brokered CDs.

Total deposits increased $315.8 million during the three months ended March 31, 2023 compared to a decrease of $28.9 million for the three months ended March 31, 2022.

Within deposits, core deposits ( i.e., non-CDs) decreased $88.1 million during the three months ended March 31, 2023 and increased $42.6 million during the three months ended March 31, 2022.

CDs increased $403.9 million during the three months ended March 31, 2023 compared to a decrease of $71.5 million during the three months ended March 31, 2022.

The decrease in core deposits and increase in CDs was due to customer migration to higher-rate CDs as a result of the increasing interest rate environment.

In the event that the Bank should require funds beyond its ability or desire to generate them internally, an additional source of funds is available through its borrowing line at the FHLBNY or borrowing capacity through AFX and lines of credit with unaffiliated correspondent banks.

At September 30, 2022, the Bank had an additional unused borrowing capacity of $2.48 billion through the FHLBNY, subject to customary minimum FHLBNY common stock ownership requirements ( i.e.

At March 31, 2023, the Bank had an additional unused borrowing capacity of $1.53 billion through the FHLBNY, subject to customary minimum FHLBNY common stock ownership requirements ( i.e.

, 4.5% of the Bank’s outstanding FHLBNY borrowings).

The Bank increased its outstanding FHLBNY advances by $595.0 million during the nine months ended September 30, 2022, compared to a $1.18 billion decrease during the nine months ended September 30, 2021.

The decrease in borrowings during the 2021 period was primarily due to a reduction of borrowings assumed in the Merger.

The Bank increased its outstanding FHLBNY advances by $367.0 million during the three months ended March 31, 2023, compared to a $25.0 million increase during the three months ended March 31, 2022.

“FHLBNY Advances” for further information.

During the nine months ended September 30, 2022 and 2021, real estate loan originations totaled $2.13 billion and $1.24 billion, respectively.

During the nine months ended September 30, 2022 and 2021, C&I loan originations totaled $66.2 million and $631.3 million, respectively.

Included in the 2021 period was PPP loan originations of $579.9 million.

The PPP program ended on May 31, 2021.

The Bank did not have proceeds from sales of securities available-for-sale during the nine months ended September 30, 2022.

Proceeds from sales of available-for-sale securities totaled $138.1 million during the nine months ended September 30, 2021.

Purchases of available-for-sale securities totaled $29.7 million and $1.03 billion during the nine months ended

September 30, 2022 and 2021, respectively.

Proceeds from pay downs and calls and maturities of available-for-sale securities were $140.0 million and $350.6 million for the nine months ended September 30, 2022 and 2021, respectively.

The Bank did not have proceeds from sales of held-to-maturity securities during the nine months ended September 30, 2022.

Purchases of held-to-maturity securities totaled $63.2 million during the nine months ended September 30, 2022.

Proceeds from pay downs and calls and maturities of held-to-maturity securities were $25.3 million for the nine months ended September 30, 2022.

The Bank did not have securities held-to-maturity during the nine months ended September 30, 2021.

Subordinated debentures totaled $200.3 million at March 31, 2023 and $197.1 million at March 31, 2022.

“Subordinated Debentures” to our consolidated financial statements for further information.

During the three months ended March 31, 2023 and 2022, real estate loan originations totaled $346.7 million and $454.3 million, respectively.

During the three months ended March 31, 2023 and 2022, C&I loan originations totaled $5.2 million and $26.1 million, respectively.

Sale of securities available-for-sale totaled $79.3 million during the three months ended March 31, 2023.

The Bank did not have any sale of securities available-for-sale during the three months ended March 31, 2022.

Purchases of available-

for-sale securities totaled $78.2 million and $3.0 million during the three months ended March 31, 2023 and 2022, respectively.

Proceeds from pay downs and calls and maturities of available-for-sale securities were $16.2 million and $49.9 million for the three months ended March 31, 2023 and 2022, respectively.

The Bank did not have proceeds from sales of held-to-maturity securities during the three months ended March 31, 2023 or 2022, respectively.

Purchases of held-to-maturity securities totaled $23.7 million and $31.9 million during the three months ended March 31, 2023 and 2022, respectively.

Proceeds from pay downs and calls and maturities of held-to-maturity securities were $4.7 million and $2.7 million for the three months ended March 31, 2023 and 2022, respectively.

The Company and the Bank are subject to minimum regulatory capital requirements imposed by its primary federal regulator.

As a general matter, these capital requirements are based on the amount and composition of an institution’s assets.

At September 30, 2022, each of the Company and the Bank were in compliance with all applicable regulatory capital requirements and the Bank was considered "well capitalized"

At March 31, 2023, each of the Company and the Bank were in compliance with all applicable regulatory capital requirements and the Bank was considered "well capitalized"

for all regulatory purposes.

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

Actual Ratios at September 30, 2022

Actual Ratios at March 31, 2023

To Be Categorized as

5 unchanged sentences

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

During the nine months ended September 30, 2022, the Holding Company repurchased 1,422,995 shares of its common stock at an aggregate cost of $46.5 million.

The Holding Company repurchased 904,160 shares of its common stock at an aggregate cost of $30.0 million during the nine months ended September 30, 2021.

As of September 30, 2022, 1,612,006 shares remained available for purchase under the authorized share repurchase programs.

During the three months ended March 31, 2023, the Holding Company repurchased 24,813 shares of its common stock at an aggregate cost of $715 thousand.

The Holding Company repurchased 505,005 shares of its common stock at an aggregate cost of $17.4 million during the three months ended March 31, 2022.

As of March 31, 2023, 1,578,947 shares remained available for purchase under the authorized share repurchase programs.

See "Part II - Item 2.

1 unchanged sentence

for additional information about repurchases of common stock.

The Holding Company paid $5.5 million in cash dividends on its preferred stock during both the nine months ended September 30, 2022 and 2021, respectively.

The Holding Company paid $27.7 million and $29.6 million in cash dividends on its common stock during the nine months ended September 30, 2022 and 2021, respectively.

The Holding Company paid $1.8 million in cash dividends on its preferred stock during the three months ended March 31, 2023 and 2022, respectively.

The Holding Company paid $9.2 million and $9.4 million in cash dividends on its common stock during the three months ended March 31, 2023 and 2022, respectively.

Contractual Obligations

4 unchanged sentences

Available lines of credit may not be drawn on or may expire prior to funding, in whole or in part, and amounts are not estimates of future cash flows.

As of September 30, 2022, the Bank had $286.8 million of firm loan commitments that were accepted by the borrowers.

As of March 31, 2023, the

Bank had $105.3 million of firm loan commitments that were accepted by the borrowers.

All of these commitments are expected to close during the remainder of the year ended December 31, 2023.

25 unchanged sentences

Smaller C&I loans are monitored based on performance and the ability to draw against a credit line is curtailed if there are any indications of credit deterioration.

Guarantors are also required to update their financial reporting.

Guarantors are also

required to update their financial reporting.

All exposures are risk rated and those entering adverse ratings due to financial performance concerns of the borrower or material delinquency of any payments or financial reporting are subjected to added management scrutiny.

Measures taken typically include amendments to the amount of the available credit facility,

requirements for increased collateral, additional guarantor support or a material enhancement to the frequency and quality of financial reporting.

Measures taken typically include amendments to the amount of the available credit facility, requirements for increased collateral, additional guarantor support or a material enhancement to the frequency and quality of financial reporting.

Loans determined to reach adverse risk rating standards are monitored closely by Credit Administration to identify any potential credit losses.

1 unchanged sentence

Non-accrual Loans

Within our held-for-investment loan portfolio, non-accrual loans totaled $41.1 million at September 30, 2022 and $40.3 million at December 31, 2021.

Within our held-for-investment loan portfolio, non-accrual loans totaled $31.5 million at March 31, 2023 and $34.2 million at December 31, 2022.

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

September 30,

(Dollars in thousands)

6 unchanged sentences

Total non-performing assets to total assets

We are required to recognize loans for which certain modifications or concessions have been made as TDRs.

A TDR has been created in the event that, for economic or legal reasons, any of the following concessions has been granted that would not have otherwise been considered to a debtor experiencing financial difficulties.

The following criteria are considered concessions:

● A reduction of interest rate has been made for the remaining term of the loan

● The maturity date of the loan has been extended with a stated interest rate lower than the current market rate for new debt with similar risk

● The outstanding principal amount and/or accrued interest have been reduced

In instances in which the interest rate has been reduced, management would not deem the modification a TDR in the event that the reduction in interest rate reflected either a general decline in market interest rates or an effort to maintain a relationship with a borrower who could readily obtain funds from other sources at the current market interest rate, and the terms of the restructured loan are comparable to the terms offered by the Bank to non-troubled debtors.

The Bank modified nine loans and three loans in a manner that met the criteria for a TDR during the nine months ended September 30, 2022 and 2021, respectively.

Accrual status for TDRs is determined separately for each TDR in accordance with our policies for determining accrual or non-accrual status.

At the time an agreement is entered into between the Bank and the borrower that results in our determination that a TDR has been created, the loan can be on either accrual or non-accrual status.

Troubled Debt Restructuring Disclosures Prior to Our Adoption of ASU No.

Prior to our adoption of ASU No.

2022-02, we accounted for a Troubled Debt Restructuring (“TDRs”) as a loan that we, for economic or legal reasons related to a borrower’s financial difficulties, granted a concession to the borrower that we would not otherwise grant.

Those concessions included a reduction of interest rate for the remaining term of the loan, the maturity date of the loan was extended with a stated interest rate lower than the current market rate for new debt with similar risk, and the outstanding principal amount and/or accrued interest have been reduced.

In instances in which the interest rate had been reduced, management would not deem the modification a TDR in the event that the reduction in interest rate reflected either a general decline in market interest rates or an effort to maintain a relationship with a borrower who could readily obtain funds from other sources at the current market interest rate, and the terms of the restructured loan are comparable to the terms offered by the Bank to non-troubled debtors.

On January 1, 2023, we adopted ASU 2022-02, which eliminated TDR accounting prospectively for all restructurings occurring on or after January 1, 2023.

The accrual status of each restructured loan is determined separately in accordance with our policies for determining accrual or non-accrual status.

At the time the modification agreement is entered into between the Bank and the borrower the loan can be on either accrual or non-accrual status.

If a loan is on non-accrual status at the time it is restructured, it continues to be classified as non-accrual until the borrower has demonstrated compliance with the modified loan terms for a period of at least six months.

Conversely, if at the time of restructuring the loan is performing (and accruing) it will remain accruing throughout its restructured period, unless the loan subsequently meets any of the criteria for non-accrual status under our policy and agency regulations.

Within the allowance for credit losses, losses are estimated for TDRs on accrual status and well as TDRs on non-accrual status that are one-to-four family loans or consumer loans, on a pooled basis with loans that share similar risk characteristics.

TDRs on non-accrual status

excluding one-to-four family and consumer loans are individually evaluated to determine expected credit losses.

For collateral-dependent TDRs where we have determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and we expect repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses (“ACL”) is measured based on the difference between the fair value of collateral, less the estimated costs to sell, and the amortized cost basis of the loan as of the measurement date.

Within the allowance for credit losses, losses are estimated for restructured loan on accrual status and well as restructured loans on non-accrual status that are one-to-four family loans or consumer loans, on a pooled basis with loans that share similar risk characteristics.

Restructured loans on non-accrual status excluding one-to-four family and consumer loans are individually evaluated to determine expected credit losses.

For restructured loans that are collateral-dependent where we

have determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and we expect repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses (“ACL”) is measured based on the difference between the fair value of collateral, less the estimated costs to sell, and the amortized cost basis of the loan as of the measurement date.

For non-collateral-dependent loans, the ACL is measured based on the difference between the present value of expected cash flows and the amortized cost basis of the loan as of the measurement date.

Please refer to Note 8 to the condensed consolidated financial statements for a further discussion of TDRs.

Property acquired by the Bank, or a subsidiary, as a result of foreclosure on a mortgage loan or a deed in lieu of foreclosure is classified as OREO.

Upon entering OREO status, we obtain a current appraisal on the property and reassesses the likely realizable value ( a/k/a fair value) of the property quarterly thereafter.

Upon entering OREO status, we obtain a current appraisal on the property and reassess the likely realizable value ( a/k/a fair value) of the property quarterly thereafter.

OREO is carried at the lower of the fair value or book balance, with any write downs recognized through a provision recorded in non-interest expense.

2 unchanged sentences

As a result, OREO properties have generally not warranted subsequent independent appraisals.

There was no carrying value of OREO properties on our consolidated balance sheets at September 30, 2022 or December 31, 2021.

We did not recognize any provisions for losses on OREO properties during the nine months ended September 30, 2022 or 2021.

There was no carrying value of OREO properties on our consolidated balance sheets at March 31, 2023 or December 31, 2022.

We did not recognize any provisions for losses on OREO properties during the three months ended March 31, 2023 or 2022.

Past Due Loans

Loans Delinquent 30 to 59 Days

At September 30, 2022, we had loans totaling $19.5 million that were past due between 30 and 59 days.

At March 31, 2023, we had loans totaling $18.7 million that were past due between 30 and 59 days.

At December 31, 2022, we had loans totaling $23.5 million that were past due between 30 and 59 days.

1 unchanged sentence

Loans Delinquent 60 to 89 Days

At September 30, 2022, we had loans totaling $9.6 million that were past due between 60 and 89 days.

At March 31, 2023, we had loans totaling $1.4 million that were past due between 60 and 89 days.

At December 31, 2022, we had loans totaling $0.7 million that were past due between 60 and 89 days.

1 unchanged sentence

Accruing Loans 90 Days or More Past Due

We continued accruing interest on four loans with an aggregate outstanding balance of $2.8 million at September 30, 2022, and nine loans with an aggregate 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.

There were no accruing loans 90 days or more past due at March 31, 2023 or at December 31, 2022.

Allowance for Off-Balance Sheet Exposures

We maintain an allowance, recorded in other liabilities, associated with unfunded loan commitments accepted by the borrower.

The amount of our allowance was $4.3 million at September 30, 2022 and $4.4 million at December 31, 2021.

The amount of our allowance was $2.8 million at March 31, 2023 and at December 31, 2022, respectively.

This allowance is determined based upon the outstanding volume of loan commitments at each period end.

1 unchanged sentence

Allowance for Credit Losses

On January 1, 2021, the Company adopted ASU No.

2016-13 "Financial Instruments – Credit Losses (Topic 326)".

ASU 2016-13 was effective for the Company as of January 1, 2020.

Under Section 4014 of the CARES Act, financial institutions required to adopt ASU 2016-13 as of January 1, 2020 were provided an option to delay the adoption of the CECL framework.

The Company elected to defer adoption of CECL until January 1, 2021.

This standard requires that the measurement of all expected credit losses for financial assets held at the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts.

This standard requires financial institutions and other organizations to use forward-looking information to better inform their credit loss estimates.

The adoption of the CECL Standard resulted in an initial decrease of $3.9 million to the allowance for credit losses and an increase of $1.4 million to the reserve for unfunded commitments.

The after-tax cumulative-effect adjustment of $1.7 million was recorded as an increase to retained earnings as of January 1, 2021.

We recognized a credit loss provision of $5.0 million during the nine months ended September 30, 2022, compared to a provision of $6.3 million for the nine months ended September 30, 2021.

The $5.0 million credit loss provision for the nine months ended September 30, 2022 was primarily due to changes to the forecasted macroeconomic conditions and loan growth, offset by releases of reserves on acquired PCD individually analyzed loans.

The change in provision for the nine months ended September 30, 2021 was primarily associated with the provision for credit losses recorded on acquired non-PCD loans which totaled $20.3 million for the Day 2 accounting of acquired loans from the Merger.

We recognized a credit loss recovery of $14.0 million on the remainder of the portfolio for the nine months ended September 30, 2021, primarily as a result of improvement in forecasted macroeconomic conditions, as well as releases of reserves on acquired PCD individually analyzed loans.

For a further discussion of the allowance for credit losses and related activity during the three and nine months ended September 30, 2022 and 2021, please see Note 8 to the condensed consolidated financial statements.

We recognized a credit loss recovery of $3.6 million during the three months ended March 31, 2023, compared to a credit loss recovery of $1.6 million for the three months ended March 31, 2022.

The $3.6 million credit loss recovery for the three months ended March 31, 2023 was primarily associated with a reduction in reserves on pooled Purchased Credit

Deteriorated ("PCD”) loans that were acquired as part of the Company’s 2021 merger of equals transaction.

The $1.6 million credit loss recovery for the first quarter of 2022 was primarily associated with the improvement in forecasted macroeconomic conditions , as well as a reduction in reserves for individually evaluated loans.

For a further discussion of the allowance for credit losses and related activity during the three months ended March 31, 2023 and 2022, please see Note 7 to the condensed consolidated financial statements.

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

September 30, 2022

March 31, 2023

December 31, 2022

4 unchanged sentences

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

At or for the Nine Months Ended September 30,

At or for the Three Months Ended March 31,

(Dollars in thousands)

11 unchanged sentences

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

Comparison of Financial Condition at September 30, 2022 and December 31, 2021

Assets totaled $12.89 billion at September 30, 2022, $819.5 million above their level at December 31, 2021, primarily due to an increase of $874.2 million in our loan portfolio and an increase of $117.6 million in derivative assets, partially offset by a decrease of $188.7 million in securities and a decrease of $80.7 million in cash and due from banks.

Total loans increased $874.2 million during the nine months ended September 30, 2022, to $10.04 billion at period end.

During the period, we had loan originations of $2.19 billion.

Additionally, our allowance for credit losses decreased by $1.9 million.

Total securities decreased $188.7 million during the nine months ended September 30, 2022, to $1.55 billion at period end, primarily due to proceeds from principal payments and calls of $165.2 million and an increase in unrealized losses of $115.2 million, offset in part by purchases of $93.0 million.

We transferred $372.2 million of securities available-to-sale to securities held-to-maturity during the nine months ended September 30, 2022.

Total liabilities increased $871.4 million during the nine months ended September 30, 2022, to $11.75 billion at period end, primarily due to an increase of $595.0 million in FHLBNY advances, an increase of $153.7 million in derivative cash collateral, an increase of $103.6 million in derivative liabilities and an increase of $29.7 million in deposits.

Stockholders’ Equity.

Stockholders’ equity decreased $51.8 million during the nine months ended September 30, 2022 to $1.14 billion at period end, primarily due to other comprehensive loss of $86.9 million, repurchases of shares of common stock of $46.5 million, common stock dividends of $28.0 million, and preferred stock dividends of $5.5 million, offset in part by net income for the period of $112.5 million.

Comparison of Operating Results for the Three Months Ended September 30, 2022 and 2021

Net income was $39.5 million during the three months ended September 30, 2022, compared to net income of $38.4 million for the three months ended September 30, 2021.

During the three months ended September 30, 2022, net interest income increased by $5.6 million, non-interest income decreased by $366 thousand, non-interest expense decreased by $8.5 million, income tax expense increased by $865 thousand, and the credit loss provision increased by $11.8 million, compared to the three months ended September 30, 2021.

Please see "Provision for Credit Losses"

for a discussion of the credit loss provision for the three months ended September 30, 2021.

The discussion of net interest income for the three months ended September 30, 2022 and 2021 should be read in conjunction with the following tables, which set forth certain information related to the consolidated statements of income for those periods, and which also present the average yield on assets and average cost of liabilities for the periods indicated.

The average yields and costs were derived by dividing income or expense by the average balance of their related assets or liabilities during the periods represented.

Average balances were derived from average daily balances.

No tax-equivalent adjustments have been made for interest income exempt from Federal, state, and local taxation.

The yields include loan fees consisting of amortization of loan origination and commitment fees and certain direct and indirect origination costs, prepayment fees, and late charges that are considered adjustments to yields.

Loan fees included in interest income were $1.1 million and $3.5 million during the three months ended September 30, 2022 and 2021, respectively.

The decrease in loan fees was primarily due to a decrease in amortization of SBA PPP loan origination fees in 2022.

There are no out-of-period adjustments included in the rate/volume analysis in the following table.

Analysis of Net Interest Income

Three Months Ended September 30,

(Dollars in thousands)

Interest-earning assets:

Real estate loans (1)

Commercial and industrial loans (1)

Other loans (1)

Other short-term investments

Total interest-earning assets

Non-interest earning assets

Liabilities and Stockholders' Equity:

Interest-bearing liabilities:

Interest-bearing checking

Certificates of deposit

Total interest-bearing deposits

FHLBNY advances

Subordinated debt, net

Other short-term borrowings

Total borrowings

Derivative cash collateral

Total interest-bearing liabilities

Non-interest-bearing checking

Other non-interest-bearing liabilities

Total liabilities

Comparison of Financial Condition at March 31, 2023 and December 31, 2022

Assets totaled $13.84 billion at March 31, 2023, $651.8 million above their level at December 31, 2022, primarily due to increases of $493.8 million in cash and due from banks, $170.2 million in our loan portfolio and $16.5 million in restricted stock, partially offset by a decrease of $24.2 million in derivative assets and a decrease of $3.9 million in total investment securities.

Total loans increased $170.2 million during the three months ended March 31, 2023, to $10.65 billion at period end.

During the period, we had loan originations of $351.9 million.

Total securities decreased $3.9 million during the three months ended March 31, 2023, to $1.53 billion at period end, primarily due to proceeds from principal payments, calls, maturities, and sales of $105.0 million, offset in part by purchases of $101.9 million.

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

Total liabilities increased $630.1 million during the three months ended March 31, 2023, to $12.65 billion at period end, primarily due to an increase of $367.0 million in FHLBNY advances and an increase of $315.8 million in deposits, partially offset by a decrease of $32.4 million in derivative cash collateral and a decrease of $21.8 million in derivative liabilities.

Stockholders’ Equity.

Total liabilities and stockholders' equity

Net interest income

Net interest spread (2)

Net interest-earning assets

Net interest margin (3)

Ratio of interest-earning assets to interest-bearing liabilities

Deposits (including non-interest-bearing checking accounts)

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

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

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

Rate/Volume Analysis

Three Months Ended September 30, 2022

Compared to Three Months Ended September 30, 2021

Increase / (Decrease) Due to:

(Dollars in thousands)

Interest-earning assets:

Real estate loans (1)

Commercial and industrial (1)

Other loans (1)

Other short-term investments

Total interest-earning assets

Interest-bearing liabilities:

Interest-bearing checking

Certificates of deposit

FHLBNY advances

Subordinated debt, net

Other short-term borrowings

Derivative cash collateral

Total interest-bearing liabilities

Net change in net interest income

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

Net interest income.

Net interest income was $100.4 million during the three months ended September 30, 2022, an increase of $5.6 million from the three months ended September 30, 2021.

Average interest-earning assets were $11.78 billion for the three months ended September 30, 2022, an increase of $17.1 million from $11.77 billion for the three months ended September 30, 2021.

Net interest margin (“NIM”) was 3.38% during the three months ended September 30, 2022, up from 3.20% during the three months ended September 30, 2021.

Interest Income.

Interest income was $114.5 million during the three months ended September 30, 2022, compared to $100.7 million during the three months ended September 30, 2021.

During the third quarter of 2022, interest income increased $13.9 million from the third quarter of 2021, primarily reflecting increases in interest income of $13.5 million on real estate loans, $1.3 million on securities and $264 thousand on other short-term investments, partially offset by decreases in interest income of $949 thousand on C&I loans and $279 thousand on other loans.

The increased interest income on real estate loans was related to an increase of $691.9 million in the average balance of such loans in the 2022 period, and a 31-basis point increase in the average yield.

The increased interest income on securities was due to an increase of $228.1 million in the average balance of such securities during the period, and a 10-basis point increase in the average yield.

The decreased interest income on C&I loans was related to a decrease of $194.4 million in the average balance of such loans in the period, offset in part by a 67-basis point increase in the average yield.

The decreased average balance of C&I loans was related to lower SBA PPP balances in the 2022 period.

Interest Expense.

Interest expense was $14.1 million during the three months ended September 30, 2022, compared to $5.8 million during the three months ended September 30, 2021, primarily reflecting increases in interest expense of $4.8 million on savings accounts and $647 thousand on CDs.

The increased interest expense on savings accounts was related to an 83-basis point increase in the average cost and a $908.6 million increase in average balance of such deposits.

The increases in interest expenses on CDs and money market accounts were primarily due to increased rates offered on CDs and money market accounts, partly offset by decreases of $1.05 billion in the average balances of money market accounts and $150.0 million in the average balances of CDs.

Provision for Credit Losses.

We recognized a credit loss provision of $6.6 million during the three months ended September 30, 2022, compared to a credit loss recovery of $5.2 million for the three months ended September 30, 2021.

The $6.6 million credit loss provision for the third quarter of 2022 was primarily due to changes in forecasted macroeconomic conditions.

The $5.2 million credit loss recovery for the third quarter of 2021 was primarily associated with the improvement in forecasted macroeconomic conditions , as well as releases of reserves on acquired PCD individually analyzed loans.

Non-Interest Income.

Non-interest income was $9.4 million during the three months ended September 30, 2022, compared to $9.7 million during the three months ended September 30, 2021.

During the third quarter of 2022, non-interest income decreased $366 thousand from the third quarter of 2021, reflecting a decrease of $715 thousand in service charges and other fees, a decrease of $685 thousand in other income, and a decrease of $250 thousand in gain on sale of residential loans, partially offset by a $1.4 million gain on the sale of a branch property during the 2022 period.

Non-Interest Expense.

Non-interest expense was $48.3 million during the three months ended September 30, 2022, compared $56.8 million during the three months ended September 30, 2021.

During the third quarter of 2022, non-interest expense decreased $8.5 million from the third quarter of 2021, reflecting merger expenses and transaction costs of $2.5 million during the 2021 period due to the Merger and branch restructuring costs of $4.5 million during the 2021 period.

Non-interest expense was 1.54% and 1.80% of average assets during the three months ended September 30, 2022 and 2021, respectively.

Income Tax Expense.

Income tax expense was $15.4 million during the three months ended September 30, 2022, compared to income tax expense of $14.6 million during the three months ended September 30, 2021.

The reported effective tax rate for the third quarter of 2022 was 28.1%, comparable to 27.5% for the third quarter of 2021.

Comparison of Operating Results for the Nine Months Ended September 30, 2022 and 2021

The Company’s results of operations for the nine months ended September 30, 2021 include income for the eight months following the Merger and the results of Legacy Dime for the month ended January 31, 2021.

While Bridge was the legal acquirer and surviving corporation following the Merger, Legacy Dime is considered the acquirer for accounting purposes.

Net income was $112.5 million during the nine months ended September 30, 2022, higher than the net income of $68.6 million for the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, net interest income increased by $17.1 million, non-interest income decreased by $3.2 million, non-interest expense decreased by $44.4 million, income tax expense increased by $15.8 million, and the credit loss provision decreased by $1.3 million, compared to the nine months ended September 30, 2021.

Please see "Provision for Credit Losses"

for a discussion of the credit loss provision for the nine months ended September 30, 2021.

The discussion of net interest income for the nine months ended September 30, 2022 and 2021 should be read in conjunction with the following tables, which set forth certain information related to the consolidated statements of income for those periods, and which also present the average yield on assets and average cost of liabilities for the periods indicated.

Stockholders’ equity increased $21.7 million during the three months ended March 31, 2023 to $1.19 billion at period end, primarily due to net income for the period of $37.3 million, partially offset by common stock dividends of $9.2 million, other comprehensive loss of $4.3 million, preferred stock dividends of $1.8 million and repurchases of shares of common stock of $715 thousand.

Comparison of Operating Results for the Three Months Ended March 31, 2023 and 2022

Net income was $37.3 million during the three months ended March 31, 2023, compared to net income of $34.5 million for the three months ended March 31, 2022.

During the three months ended March 31, 2023, non-interest expense decreased by $2.4 million, the credit loss provision decreased by $2.1 million, non-interest income increased by $1.8 million, net interest income decreased by $3.3 million, and income tax expense increased by $138 thousand, compared to the three months ended March 31, 2022.

The discussion of net interest income for the three months ended March 31, 2023 and 2022 should be read in conjunction with the following tables, which set forth certain information related to the consolidated statements of income for those periods, and which also present the average yield on assets and average cost of liabilities for the periods indicated.

The average yields and costs were derived by dividing income or expense by the average balance of their related assets or liabilities during the periods represented.

2 unchanged sentences

Loan fees included in interest income were $2.4 million and $10.0 million during the nine months ended September 30, 2022 and 2021, respectively.

The decrease in loan fees was primarily due to a decrease in amortization of SBA PPP loan origination fees in 2022.

Loan fees included in interest income were $292 thousand and $834 thousand during the three months ended March 31, 2023 and 2022, respectively.

The decrease in loan fees was primarily due to a decline in loan prepayment fees in 2023.

There are no out-of-period adjustments included in the rate/volume analysis in the following table.

Analysis of Net Interest Income

Nine Months Ended September 30,

Three Months Ended March 31,

(Dollars in thousands)

32 unchanged sentences

Rate/Volume Analysis

Nine Months Ended September 30, 2022

Compared to Nine Months Ended September 30, 2021

Three Months Ended March 31, 2023

Compared to Three Months Ended March 31, 2022

Increase / (Decrease) Due to:

17 unchanged sentences

Net interest income.

Net interest income was $283.1 million during the nine months ended September 30, 2022, an increase of $17.1 million from the nine months ended September 30, 2021.

Average interest-earning assets were $11.51 billion for the nine months ended September 30, 2022, an increase of $233.9 million from $11.28 billion for the nine months ended September 30, 2021.

NIM was 3.29% during the nine months ended September 30, 2022, up from 3.15% during the nine months ended September 30, 2021.

Net interest income was $85.8 million during the three months ended March 31, 2023, a decrease of $3.3 million from the three months ended March 31, 2022.

Average interest-earning assets were $12.69 billion for the three months ended March 31, 2023, an increase of $1.36 billion from $11.33 billion for the three months ended March 31, 2022.

Net interest margin (“NIM”) was 2.74% during the three months ended March 31, 2023, down from 3.19% during the three months ended March 31, 2022.

Interest Income.

Interest income was $309.4 million during the nine months ended September 30, 2022, compared to $287.8 million during the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, interest income increased $21.5 million from the same period in 2021, reflecting increases in interest income of $29.9 million on real estate loans and $6.0 million on securities, partially offset by decreases in interest income of $13.1 million on C&I loans, $691 thousand on other loans, and $606 thousand on other short-term investments.

The increased interest income on real estate loans was related to an increase of $762.6 million in the average balance of such loans in the 2022 period, and a 13-basis point increase in the average yield.

The increased interest income on securities was due to an increase of $546.6 million in the average balance of such securities during the period, offset in part by a 11-basis point decrease in the average yield.

The increased average balances were related to increased balances from the Merger.

The decreased interest income on C&I loans was related to a decrease of $757.6 million in the average balance of such loans in the period, offset in part by a 122-basis point increase in the average yield.

The decreased average balance of C&I loans and the increase in the average yield of such loans were related to lower SBA PPP balances in the 2022 period.

Interest income was $140.7 million during the three months ended March 31, 2023, compared to $93.9 million during the three months ended March 31, 2022.

During the first quarter of 2023, interest income increased $46.8 million from the first quarter of 2022, primarily reflecting increases in interest income of $33.1 million on real estate loans, $8.9 million on C&I loans, $3.4 million on other short-term investments and $1.3 million on securities, partially offset by decrease in interest income of $82 thousand on other loans.

The increased interest income on real estate loans was related to an increase of a 91-basis point increase in the average yield and an increase of $1.26 billion in the average balance of such loans in the 2023 period.

The increased interest income on C&I loans was related to a 294-basis point increase in the average yield and an increase of $129.0 million in the average balance of such loans in the period.

The increased interest income on short-term investments was due to an increase of a 375-basis point increase in the average yield offset by a $7.1 million decrease in the average balance of such short-term investments during the period.

The increased interest income on securities was due to an increase of a 33-basis point increase in the average yield offset by a $26.3 million decrease in the average balance of such securities during the period.

The decreased interest income on other loans was due to a 108-basis point increase in the average yield offset by a $8.1 million decrease in the average balance of other loans during the period.

Interest Expense.

Interest expense was $26.3 million during the nine months ended September 30, 2022, compared to $21.9 million during the nine months ended September 30, 2021, primarily reflecting increases in interest expense of $5.4 million on savings accounts, $1.7 million on subordinated debt, and $739 thousand on interest-bearing checking accounts, offset in part by decreases in interest expense of $2.2 million on CDs, $1.2 million on FHLBNY advances, and $1.2 million on money market accounts.

The increased interest expense on savings accounts was related to a 41-basis point increase in the average cost and a $542.6 million increase in average balance of such deposits.

The decreases in interest expense on CDs and FHLBNY advances were primarily due to decreases of $478.4 million in the average balances of CDs and a decrease of $244.4 million in the average balance of FHLBNY advances.

The decrease in interest expense on money market accounts was primarily due to decreased rates offered on money market accounts, and lower average balances on such accounts.

The increased interest expense on subordinated debt was primarily due to the issuance of subordinated debt during the second quarter of 2022.

Interest expense was $54.9 million during the three months ended March 31, 2023, compared to $4.8 million during the three months ended March 31, 2022, primarily reflecting increases in interest expense of $34.7 million on deposits, $13.9 million on total borrowings and $1.5 million on derivative cash collateral.

The increased interest expense

on deposits primarily reflects a 247-basis point increase in rates paid on savings accounts and an increase of $1.07 billion in average balance of such deposits, a 197 basis-point increase in rates paid on money market accounts offset by $932.8 million in average balances of such deposits and a 206 basis-point increase in rates paid on CDs and an increase of $342.9 million in average balance of such deposits.

The increases in interest expenses on money market accounts, saving accounts and CDs were primarily due to intense price competition among banks and other financial institutions.

The increased interest expense on total borrowings primarily reflects a $1.22 billion increase in the average balance of FHLBNY advances and a 344-basis point increase in rates paid on such advances.

Provision for Credit Losses.

We recognized a credit loss provision of $5.0 million during the nine months ended September 30, 2022, compared to a credit loss provision of $6.3 million for the nine months ended September 30, 2021.

The $5.0 million credit loss provision for the nine months ended September 30, 2022 was primarily due to changes in forecasted macroeconomic conditions and loan growth, offset by releases of reserves on acquired PCD individually analyzed loans.

We recognized a credit loss recovery of $19.5 million on the remainder of the portfolio for the nine months ended September 30, 2021, primarily as a result of improvement in forecasted macroeconomic conditions, as well as releases of reserves on acquired PCD individually analyzed loans.

We recognized a credit loss recovery of $3.6 million during the three months ended March 31, 2023, compared to a credit loss recovery of $1.6 million for the three months ended March 31, 2022.

The $3.6 million credit loss recovery for the first quarter of 2023 was primarily associated with a reduction in reserves on pooled Purchased Credit Deteriorated (“PCD”) loans that were acquired as part of the Company’s 2021 merger of equals transaction.

The $1.6 million credit loss recovery for the first quarter of 2022 was primarily associated with an improvement in forecasted macroeconomic conditions , as well as a reduction in reserves for individually evaluated loans.

Non-Interest Income.

Non-interest income was $28.7 million during the nine months ended September 30, 2022, compared to $31.9 million during the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, non-interest income decreased $3.2 million from the nine months ended September 30, 2021, reflecting a $20.7 million gain on sale of PPP loans included in gain on sale of SBA loans during the 2021 period, a decrease of $1.1 million in gain on sale of residential loans, and a decrease of $556 thousand on loan level derivative income, partially offset by losses on loan swap terminations of $16.5 million during the 2021 period, an increase of $3.0 million in BOLI income, and an increase of $884 thousand in service charges and other fees during the 2022 period.

Included in BOLI income for the 2022 period was $2.2 million of income related to mortality proceeds from a death claim.

During the nine months ended September 30, 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.

Non-interest income was $9.0 million during the three months ended March 31, 2023, compared to $7.2 million during the three months ended March 31, 2022.

During the first quarter of 2023, non-interest income increased $1.8 million from the first quarter of 2022, reflecting an increase of $3.1 million in loan level derivative income, an increase of $324 thousand in BOLI income and a $274 thousand increase in gain on sale of SBA, partially offset by a $1.4 million loss on sale of securities and a $244 thousand decrease on service charges and other fees during the 2023 period.

Non-Interest Expense.

Non-interest expense was $150.0 million during the nine months ended September 30, 2022, compared to $194.5 million during the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, non-interest expense decreased $44.4 million from the same period in 2021, reflecting merger expenses and transaction costs of $42.3 million, loss on extinguishment of debt of $1.8 million, and curtailment loss of $1.5 million during the 2021 period due to the Merger, and branch restructuring costs of $6.2 million during the 2021 period, partially offset by an increase during the 2022 period of $7.8 million in salaries and employee benefits expenses, an increase of $1.6 million in marketing expense, and a loss on extinguishment of debt of $740 thousand during the 2022 period due to the write-off of subordinated debt issuance costs.

Non-interest expense was 1.63% and 2.16% of average assets during the nine months ended September 30, 2022 and 2021, respectively.

Non-interest expense was $47.5 million during the three months ended March 31, 2023, compared to $49.9 million during the three months ended March 31, 2022.

During the first quarter of 2023, non-interest expense decreased $2.4 million from the first quarter of 2022, primarily due to a $4.2 million decrease in salaries and employee benefits, offset by increases of $723 thousand in federal deposit insurance premiums, $433 thousand in data processing costs and $631 thousand in all other non-interest expenses.

The increase in federal deposit insurance premiums relates to an increase in deposit insurance rates due to a special assessment by the FDIC.

Non-interest expense was 1.41% and 1.64% of average assets during the three months ended March 31, 2023 and 2022, respectively.

Income Tax Expense.

Income tax expense was $44.2 million during the nine months ended September 30, 2022, compared to income tax expense of $28.4 million during the nine months ended September 30, 2021.

Income tax expense increased in 2022 primarily due to higher income before income taxes in the 2022 period compared to the 2021 period.

The reported effective tax rate for the nine months ended September 30, 2022 was 28.2%, and 29.2% for the nine months ended September 30, 2021.

The decrease in the effective tax rate during the nine months ended September 30, 2022 compared to a year ago was primarily the result of higher non-deductible expenses during the 2021 period.

Income tax expense was $13.6 million during the three months ended March 31, 2023, compared to income tax expense of $13.5 million during the three months ended March 31, 2022.

The reported effective tax rate for the first quarter ending March 31, 2023 was 26.8%, and 28.1% for the first quarter ending March 31, 2022.

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-Q

Item 2. Management’s Discussion and Analysis