Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
For the Company’s Consolidated Financial Statements with the notes thereto, see pages hereafter.
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands except share amounts)
December 31,
2024
2023
Assets:
Cash and due from banks
$
1,283,571
$
457,547
Securities available-for-sale, at fair value
690,693
886,240
Securities held-to-maturity
637,339
594,639
Loans held for sale
22,625
10,159
Loans held for investment, net of fees and costs
10,871,943
10,773,428
Allowance for credit losses
( 88,751 )
( 71,743 )
Total loans held for investment, net
10,783,192
10,701,685
Premises and fixed assets, net
34,858
44,868
Premises held for sale
—
905
Restricted stock
69,106
98,750
BOLI
290,665
349,816
Goodwill
155,797
155,797
Other intangible assets
3,896
5,059
Operating lease assets
46,193
52,729
Derivative assets
116,496
122,132
Accrued interest receivable
55,970
55,666
Other assets
162,857
100,013
Total assets
$
14,353,258
$
13,636,005
Liabilities:
Interest-bearing deposits
$
8,275,591
$
7,585,020
Non-interest-bearing deposits
3,355,829
2,884,378
Deposits (excluding mortgage escrow deposits)
11,631,420
10,469,398
Non-interest-bearing mortgage escrow deposits
54,715
61,121
Interest-bearing mortgage escrow deposits
6
136
Total mortgage escrow deposits
54,721
61,257
FHLBNY advances
608,000
1,313,000
Other short-term borrowings
50,000
—
Subordinated debt, net
272,325
200,196
Derivative cash collateral
112,420
108,100
Operating lease liabilities
48,993
55,454
Derivative liabilities
108,347
121,265
Other liabilities
70,515
81,110
Total liabilities
12,956,741
12,409,780
Commitments and contingencies
—
Stockholders' equity:
Preferred stock, Series A ($ 0.01 par, $ 25.00 liquidation value, 10,000,000 shares authorized and 5,299,200 shares issued and outstanding at December 31, 2024 and December 31, 2023)
116,569
116,569
Common stock ($ 0.01 par, 80,000,000 shares authorized, 46,141,361 shares and 41,637,256 shares issued at December 31, 2024 and December 31, 2023 respectively, and 43,622,292 shares and 38,822,654 shares outstanding at December 31, 2024 and December 31, 2023, respectively)
461
416
Additional paid-in capital
624,822
494,454
Retained earnings
794,526
813,007
Accumulated other comprehensive loss, net of deferred taxes
( 45,018 )
( 91,579 )
Unearned equity awards
( 7,640 )
( 8,622 )
Treasury stock, at cost ( 2,519,069 shares and 2,814,602 shares at December 31, 2024 and December 31, 2023, respectively)
( 87,203 )
( 98,020 )
Total stockholders' equity
1,396,517
1,226,225
Total liabilities and stockholders' equity
$
14,353,258
$
13,636,005
See Notes to Consolidated Financial Statements .
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DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share amounts)
Year Ended December 31,
2024
2023
2022
Interest income:
Loans
$
590,492
$
554,488
$
406,601
Securities
33,563
32,179
29,224
Other short-term investments
26,094
22,693
3,400
Total interest income
650,149
609,360
439,225
Interest expense:
Deposits and escrow
284,745
219,045
38,433
Borrowed funds
41,036
66,472
19,117
Derivative cash collateral
6,314
7,272
1,812
Total interest expense
332,095
292,789
59,362
Net interest income
318,054
316,571
379,863
Provision for credit losses
36,113
2,770
5,374
Net interest income after provision for credit losses
281,941
313,801
374,489
Non-interest income:
Service charges and other fees
16,725
16,437
16,206
Title fees
843
1,295
2,031
Loan level derivative income
2,114
7,081
3,637
BOLI income
10,376
9,748
10,346
Gain on sale of SBA Loans
407
1,592
1,797
Gain on sale of residential loans
225
115
448
Fair value change in equity securities and loans held for sale
( 1,204 )
( 758 )
—
Net loss on sale of securities
( 42,810 )
( 1,447 )
—
Gain (loss) on sale of other assets
7,219
( 22 )
1,397
Other
2,150
2,165
2,294
Total non-interest (loss) income
( 3,955 )
36,206
38,156
Non-interest expense:
Salaries and employee benefits
136,114
117,437
120,108
Severance
1,296
9,093
2,198
Occupancy and equipment
29,794
29,055
30,220
Data processing costs
17,745
16,474
15,175
Marketing
6,660
6,781
5,900
Professional services
8,614
6,155
8,069
Federal deposit insurance premiums
8,710
8,853
3,900
Loss from extinguishment of debt for FHLBNY advances and subordinated debt
454
—
740
Loss due to pension settlement
1,215
—
—
Amortization of other intangible assets
1,163
1,425
1,878
Other
14,782
17,855
12,542
Total non-interest expense
226,547
213,128
200,730
Income before income taxes
51,439
136,879
211,915
Income tax expense
22,355
40,785
59,359
Net income
29,084
96,094
152,556
Preferred stock dividends
7,286
7,286
7,286
Net income available to common stockholders
$
21,798
$
88,808
$
145,270
Earnings per common share:
Basic
$
0.55
$
2.29
$
3.73
Diluted
$
0.55
$
2.29
$
3.73
See Notes to Consolidated Financial Statements .
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DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands except per share amounts)
Year Ended December 31,
2024
2023
2022
Net income
$
29,084
$
96,094
$
152,556
Other comprehensive income (loss):
Change in unrealized gain (loss) on securities:
Change in net unrealized gain (loss) during the period
23,218
10,355
( 138,630 )
Reclassification adjustment for net losses included in net loss on sale of securities and other assets
42,810
1,447
—
Accretion of net unrealized loss on securities transferred to held-to-maturity
3,028
3,142
2,953
Change in pension and other postretirement obligations:
Reclassification adjustment for expense included in other expense
26
( 1,547 )
( 3,715 )
Change in the net actuarial gain
( 1,426 )
( 190 )
( 2,062 )
Change in unrealized gain (loss) on derivatives:
Change in net unrealized (loss) gain during the period
( 8,453 )
( 11,782 )
14,412
Reclassification adjustment for expense included in interest expense
10,008
2,092
( 1,621 )
Other comprehensive income (loss) before income taxes
69,211
3,517
( 128,663 )
Deferred tax expense (benefit)
22,650
717
( 40,465 )
Total other comprehensive income (loss), net of tax
46,561
2,800
( 88,198 )
Total comprehensive income
$
75,645
$
98,894
$
64,358
See Notes to Consolidated Financial Statements .
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DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands except per share data)
Accumulated
Other
Comprehensive
Number of
Additional
Loss,
Unearned
Treasury
Total
Shares of
Preferred
Common
Paid-in
Retained
Net of Deferred
Equity
Stock,
Stockholders’
Common Stock
Stock
Stock
Capital
Earnings
Taxes
Awards
at cost
Equity
Balance as of January 1, 2022
39,877,833
$
116,569
$
416
$
494,125
$
654,726
$
( 6,181 )
$
( 7,842 )
$
( 59,193 )
$
1,192,620
Net income
—
—
—
—
152,556
—
—
—
152,556
Other comprehensive loss, net of tax
—
—
—
—
—
( 88,198 )
—
—
( 88,198 )
Release of shares, net of forfeitures
171,838
—
—
1,287
—
—
( 4,514 )
4,394
1,167
Stock-based compensation
—
—
—
—
—
—
4,278
—
4,278
Shares received related to tax withholding
( 45,430 )
—
—
( 2 )
—
—
—
( 1,556 )
( 1,558 )
Cash dividends declared and paid to preferred stockholders
—
—
—
—
( 7,286 )
—
—
—
( 7,286 )
Cash dividends declared and paid to common stockholders
—
—
—
—
( 37,234 )
—
—
—
( 37,234 )
Purchase of treasury stock
( 1,431,241 )
—
—
—
—
—
—
( 46,762 )
( 46,762 )
Ending balance as of December 31, 2022
38,573,000
116,569
416
495,410
762,762
( 94,379 )
( 8,078 )
( 103,117 )
1,169,583
Net income
—
—
—
—
96,094
—
—
—
96,094
Other comprehensive income, net of tax
—
—
—
—
—
2,800
—
—
2,800
Release of shares, net of forfeitures
331,395
—
—
( 955 )
—
—
( 5,182 )
7,301
1,164
Stock-based compensation
—
—
—
—
—
—
4,638
—
4,638
Shares received related to tax withholding
( 44,928 )
—
—
( 1 )
—
—
—
( 1,257 )
( 1,258 )
Cash dividends declared to preferred stockholders
—
—
—
—
( 7,286 )
—
—
—
( 7,286 )
Cash dividends declared to common stockholders
—
—
—
—
( 38,563 )
—
—
—
( 38,563 )
Purchase of treasury stock
( 36,813 )
—
—
—
—
—
—
( 947 )
( 947 )
Ending balance as of December 31, 2023
38,822,654
116,569
416
494,454
813,007
( 91,579 )
( 8,622 )
( 98,020 )
1,226,225
Net income
—
—
—
—
29,084
—
—
—
29,084
Other comprehensive income, net of tax
—
—
—
—
—
46,561
—
—
46,561
Shares issued in common stock offering, net of offering costs
4,492,187
—
45
135,719
—
—
—
—
135,764
Release of shares, net of forfeitures
369,563
—
—
( 5,350 )
—
—
( 5,708 )
12,163
1,105
Stock-based compensation
—
—
—
—
—
—
6,690
—
6,690
Shares received related to tax withholding
( 62,112 )
—
—
( 1 )
—
—
—
( 1,346 )
( 1,347 )
Cash dividends declared to preferred stockholders
—
—
—
—
( 7,286 )
—
—
—
( 7,286 )
Cash dividends declared to common stockholders
—
—
—
—
( 40,279 )
—
—
—
( 40,279 )
Ending balance as of December 31, 2024
43,622,292
$
116,569
$
461
$
624,822
$
794,526
$
( 45,018 )
$
( 7,640 )
$
( 87,203 )
$
1,396,517
See Notes to Consolidated Financial Statements .
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DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Year Ended December 31,
2024
2023
2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
29,084
$
96,094
$
152,556
Adjustments to reconcile net income to net cash provided by operating activities:
Net loss on sale of securities available-for-sale
42,810
1,447
—
(Gain) loss on sale of other assets
( 7,219 )
22
( 1,397 )
Fair value change in equity securities and loans held for sale
1,204
758
—
Gain on sale of loans held for sale
( 632 )
( 1,707 )
( 2,245 )
Net depreciation, amortization and accretion
5,694
6,025
8,314
Amortization of fair value hedge basis point adjustments
1,607
561
—
Amortization of other intangible assets
1,163
1,425
1,878
Loss on extinguishment of debt
454
—
740
Stock-based compensation
6,690
4,638
4,278
Provision for credit losses
36,113
2,770
5,374
Originations of loans held for sale
( 12,531 )
( 8,219 )
( 20,709 )
Proceeds from sale of loans originated for sale
18,786
32,433
46,474
Increase in cash surrender value of BOLI
( 10,376 )
( 9,103 )
( 8,190 )
Gain from death benefits from BOLI
—
( 645 )
( 2,156 )
Decrease (increase) in other assets
9,224
10,332
( 35,170 )
(Decrease) increase in other liabilities
( 23,015 )
( 45,957 )
145,425
Net cash provided by operating activities
99,056
90,874
295,172
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available-for-sale
379,053
77,804
—
Purchases of securities available-for-sale
( 335,167 )
( 86,084 )
( 39,232 )
Purchases of securities held-to-maturity
( 67,560 )
( 28,328 )
( 63,210 )
Proceeds from calls and principal repayments of securities available-for-sale
172,767
76,858
165,097
Proceeds from calls and principal repayments of securities held-to-maturity
28,285
22,986
31,736
Purchase of BOLI
( 15,000 )
( 8,000 )
( 30,000 )
Proceeds received from cash surrender value of BOLI
—
1,224
2,843
Loans purchased
( 6,594 )
—
—
Proceeds from the sale of portfolio loans transferred to held for sale
18,310
5,000
13,201
Increase in loans
( 152,623 )
( 259,805 )
( 1,359,782 )
Purchases of fixed assets, net
( 6,258 )
( 5,721 )
( 3,745 )
Proceeds from the sale of fixed assets and premises held for sale
19,268
25
1,914
Sales (purchases) of restricted stock, net
29,644
( 10,005 )
( 51,013 )
Net cash provided by (used in) investing activities
64,125
( 214,046 )
( 1,332,191 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in deposits
1,155,559
276,411
( 204,233 )
(Repayments) proceeds from FHLBNY advances, short-term, net
( 615,000 )
20,000
1,070,000
(Repayments) proceeds of FHLBNY advances, long-term
( 150,000 )
162,000
—
Proceeds (repayments) from FHLBNY advances, long-term
60,000
( 1,360 )
36,000
Proceeds (repayments) of other short-term borrowings, net
50,000
—
( 502 )
Proceeds from subordinated debentures issuance, net
72,084
—
157,559
Redemption of subordinated debentures
—
—
( 155,000 )
Proceeds from common stock issuance, net
135,764
—
—
Release of stock for benefit plan awards
1,105
1,164
1,167
Payments related to tax withholding for equity awards
( 1,347 )
( 1,258 )
( 1,558 )
Purchase of treasury stock
—
( 947 )
( 46,762 )
Cash dividends paid to preferred stockholders
( 7,286 )
( 7,286 )
( 7,286 )
Cash dividends paid to common stockholders
( 38,036 )
( 37,302 )
( 36,791 )
Net cash provided by financing activities
662,843
411,422
812,594
Increase in cash and cash equivalents
826,024
288,250
( 224,425 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
457,547
169,297
393,722
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
1,283,571
457,547
169,297
See Notes to Consolidated Financial Statements.
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DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in thousands)
Year Ended December 31,
2024
2023
2022
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes
$
28,828
37,910
43,518
Cash paid for interest
343,249
280,815
54,910
Securities available-for-sale transferred to securities held-to-maturity
—
—
372,154
Loans transferred to loans held for sale
37,334
37,346
34,997
Loans transferred to loans held for investment
2,912
—
4,051
Premises transferred to held for sale
9,227
905
—
Operating lease assets in exchange for operating lease liabilities
5,855
6,333
5,098
Surrender of BOLI assets
84,527
—
—
See Notes to Consolidated Financial Statements.
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DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except for share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Principles of Consolidation
The audited consolidated financial statements presented in this Annual Report on Form 10-K include the collective results of the Holding Company and its wholly-owned subsidiary, the Bank, which are collectively herein referred to as “we”, “us”, “our” and the “Company.”
As of December 31, 2024, we operated 62 branch locations throughout Long Island and the New York City boroughs of Brooklyn, Queens, Manhattan, Staten Island and the Bronx, and Westchester County.
The Company is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank. The Bank was established in 1910 and is headquartered in Hauppauge, New York. The Holding Company was incorporated under the laws of the State of New York in 1988 to serve as the holding company for the Bank. The Company functions primarily as the holder of all of the Bank’s common stock. Our bank operations include Dime Community Inc., a real estate investment trust subsidiary which was formerly known as Bridgehampton Community, Inc., as an operating subsidiary. Our bank operations also include Dime Abstract LLC (“Dime Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services.
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and general practices within the financial institution industry. The accompanying consolidated financial statements include the accounts of the Holding Company and the Bank and its subsidiaries. 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.
Use of Estimates
To prepare consolidated financial statements in conformity with GAAP, management makes judgments, estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.
Summary of Significant Accounting Policies
Cash and Cash Equivalents - Cash and cash equivalents include cash and deposits with other financial institutions with original maturities fewer than 90 days. Net cash flows are reported for customer loan and deposit transactions, and interest bearing deposits in other financial institutions.
Securities - Debt securities are classified as held-to-maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when they might be sold before maturity. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax (“OCI”). Equity securities are carried at fair value, with changes in fair value reported in net income. Equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting in observable price changes in orderly transactions for the identical or a similar investment.
Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. The Company has made a policy election to exclude accrued interest from the amortized cost basis of debt securities and report accrued interest separately in accrued interest receivable in the consolidated statements of financial condition. A debt security is placed on non-accrual status at the time any principal or interest payments become more than 90 days delinquent or if full collection of interest or principal becomes uncertain. Accrued interest for a security placed on non-accrual is reversed against interest income. There were no non-accrual debt securities at December 31, 2024
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and 2023, and there was no accrued interest related to debt securities reversed against interest income for the year ended December 31, 2024 and 2023. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.
Restricted Stock – Restricted stock represents FHLBNY capital stock, FRB capital stock, and Atlantic Community Bankers Bank (“ACBB”) capital stock, which are reported at cost. The Bank is a member of the FHLB system. Members are required to own a particular amount of stock based on the level of borrowings and other factors and may invest in additional amounts. FHLB stock is periodically evaluated for impairment based on ultimate recovery of par value. The Bank is a member of the FRB. Membership requires the purchase of shares of FRB capital stock. The Bank has a relationship with ACBB. The relationship requires the purchase of shares of ACBB capital stock. Both cash and stock dividends are reported as income.
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. Loans originated and intended for sale are generally sold with servicing rights retained. Problem loans in which the borrower does not adhere to all of the terms and conditions of the legal contract are generally resolved through the sale of the loan rather than through litigation through our workout department.
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, 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 the consolidated statements of financial condition. Past due status is based on the contractual terms of the loan. Loans that are 90 days past due are automatically placed on non-accrual and previously accrued interest is reversed and charged against interest income. 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, the payment is applied to the principal balance. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Non-accrual loans that are modified to borrowers experiencing financial difficulty remain on non-accrual status until the borrower has demonstrated performance under the modified terms.
Unless otherwise noted, the above policy is applied consistently to all loan segments.
Allowance for Credit Losses - The CECL Standard 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. The allowance for credit losses is established and maintained through a provision for credit losses based on expected losses inherent within the financial asset holdings. Management evaluates the adequacy of the allowance on a quarterly basis, and additions to the allowance are charged to expense and realized losses, net of recoveries, are charged against the allowance.
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, 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. These securities are either explicitly or implicitly guaranteed by the U.S. 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, 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.
For a debt security in the held-to-maturity portfolio that does not share common risk characteristics with any of the pools of debt securities, expected credit loss on each security is individually measured based on net realizable value, or the
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difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the recorded amortized cost basis of the security.
With respect to certain classes of debt securities, primarily U.S. Treasuries and securities issued by Government Sponsored Entities or agencies, the Company considers the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero, even if the U.S. government were to technically default. 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 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. Impairment may result from credit deterioration of the issuer or collateral underlying the security. 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. 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. Declines in fair value that have not been recorded through an allowance for credit losses, such as declines due to changes in market interest rates, are excluded from earnings and reported, net of tax, in OCI. Management also assesses whether it intends to sell or is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings.
Allowance for credit losses on loans held for investment - The Company utilizes a model which compares the amortized cost basis of the loan to the net present value of expected cash flows to be collected. Expected credit losses are determined by aggregating the individual cash flows and calculating a loss percentage by loan segment, or pool, for loans that share similar risk characteristics. For a loan that does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. The methodology for determining the allowance for credit losses on loans held for investment is considered a critical accounting policy by management given the judgment required for determining assumptions used, uncertainty of economic forecasts, and subjectivity of any qualitative factors considered.
The Company evaluates its loan pooling methodology at least annually. The Company has identified the following loan pools used to measure the allowance for credit losses as follows:
Business loans - Loans in this classification consist of commercial and industrial and owner-occupied commercial real estate loans. Commercial, and industrial loans consist of lines of credit, revolving lines of credit, and term loans, generally to businesses or high net worth individuals. The owners of these businesses typically provide recourse such that they guarantee the debt. The lines of credit are generally secured by the assets of the business, though they may at times be issued on an unsecured basis. Generally speaking, they are subject to renewal on an annual basis based upon review of the borrower’s financial statements. Term loans are generally secured by either specific or general asset liens of the borrower’s business. 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. The Bank may sell a portion of the loan, guaranteed by the SBA, to a third-party investor. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates. Owner-occupied commercial real estate may have a residential component of less than 50% of the property’s rental income. The Bank’s underwriting standards generally require: (1) a maximum loan-to-value ratio of 75% based upon an appraisal performed by an independent, state licensed appraiser, and (2) sufficient rental income from the underlying property to adequately service the debt, represented by a minimum debt service ratio of 1.25x. Included in owner-occupied loans are also certain SBA loans in which the loan is secured by underlying real estate as collateral. The Bank may sell a portion of the loan, guaranteed by the SBA, to a third-party investor. Repayment of the loans is often dependent upon the success of the business occupying the properties. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates.
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One-to-four family residential, including condominium and cooperative apartment loans - Loans in this classification consist of residential real estate and one-to-four family real estate properties, and may have a mixed-use commercial aspect. Included in one-to-four family loans are also certain SBA loans in which the loan is secured by underlying real estate as collateral. The Bank may sell a portion of the loan, guaranteed by the SBA, to a third-party investor. Owner-occupied properties are generally underwritten based upon an appraisal performed by an independent, state licensed appraiser and the credit quality of the individual borrower. Investment properties require: (1) a maximum loan-to-value ratio of 75% based upon an appraisal performed by an independent, state licensed appraiser, and (2) sufficient rental income from the underlying property to adequately service the debt, represented by a minimum debt service ratio of 1.25x. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates and housing prices.
Multifamily residential and residential mixed-use loans - Loans in this classification consist of multifamily residential real estate with a minimum of five residential units, and may have a mixed-use commercial aspect of less than 50% of the property’s rental income. The Bank’s underwriting standards for multifamily residential loans generally require: (1) a maximum loan-to-value ratio of 75% based upon an appraisal performed by an independent, state licensed appraiser, and (2) sufficient rental income from the underlying property to adequately service the debt, represented by a minimum debt service ratio of 1.20x. Repayment of multifamily residential loans is dependent, in significant part, on cash flow from the collateral property sufficient to satisfy operating expenses and debt service. Future increases in interest rates, increases in vacancy rates on multifamily residential or commercial buildings, and other economic events, such as unemployment rates, which are outside the control of the borrower or the Bank could negatively impact the future net operating income of such properties. Similarly, government regulations, such as the existing New York City Rent Regulation and Rent Stabilization laws, could limit future increases in the revenue from these buildings.
Non-owner-occupied commercial real estate loans - Loans in this classification consist of mortgage loans on nonresidential properties. Nonresidential properties may have a residential aspect of less than 50% of the property’s rental income. Nonresidential properties include investor owned assets such as retail, warehouses/ industrial facilities, hotels, supportive housing, non-medical and medical offices, educational facilities and medical facilities among others. The Bank’s underwriting standards for non-owner occupied commercial real estate loans generally require: (1) a maximum loan-to-value ratio of 75% based upon an appraisal performed by an independent, state licensed appraiser, and (2) sufficient rental income from the underlying property to adequately service the debt, represented by a minimum debt service ratio of 1.25x. Repayment of non-owner occupied commercial real estate loans is often dependent upon successful operation or management of the collateral properties, as well as the success of the business and retail tenants occupying the properties. Repayment of such loans is generally dependent on economic factors such as unemployment rates and commercial real estate prices.
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. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates and CRE prices.
Other loans - Loans in this classification consist of installment and consumer loans. Repayment is dependent on the credit quality of the individual borrower. The credit quality of this portfolio is largely dependent on economic factors, such as unemployment rates.
Loan restructurings - The Company applies the loan refinancing and restructuring guidance to determine whether a modification or other forms of restructuring result in a new loan or a continuation of an existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include conditions where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and/or a combination of these modifications. The disclosures related to loan restructuring are only for modifications that directly affect cash flows.
Management estimates the allowance for credit losses on each loan pool using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historically
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observed credit loss experience of peer banks within our geography provide the basis for the estimation of expected credit losses on similar loan pools. Within the model, assumptions are made in the determination of probability of default, loss given default, reasonable and supportable economic forecasts, prepayment rate, curtailment rate, and recovery lag periods. Statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of the peer group. These models are then utilized to forecast future expected loan losses based on expected future behavior of the same macro-economic variables. The Company considers qualitative adjustments to expected credit loss estimates for information not already captured in the loss estimation process. These factors include: (1) lending policies and procedures and the experience, ability, and depth of the lending management and other relevant staff; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets; (3) the nature and volume of the loan portfolio; (4) the volume and severity of past due loans; (5) the quality of our loan review system; (6) the value of underlying collateral for collateralized loans; (7) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and (8) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.
Individually evaluated loans - Loans that do not share risk characteristics are evaluated on an individual basis based on various factors and are not included in the collective pool evaluation. 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. For a loan that does not share risk characteristics with other loans, expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For 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 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 collateral 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 real estate collateral is determined based on recent appraised values. 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. 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. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation and management’s expertise and knowledge of the borrower and its business. Once the expected credit loss amount is determined, an allowance is provided for equal to the calculated expected credit loss and included in the allowance for credit losses. Pursuant to the Company’s policy, credit losses must be charged-off in the period the loans, or portions thereof, are deemed uncollectable.
Allowance for credit losses on off-balance sheet credit exposures - The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures, which is included in other liabilities on the consolidated statements of financial condition, is adjusted as a provision for credit loss expense. 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.
For further discussion of our loan accounting, see Note 4 - Loans.
Derivatives - The Company may engage in three types of derivatives depending on the Company’s intentions and belief as to the likely effectiveness as a hedge. These three 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”), (2) a hedge with the exposure to changes in fair value of an asset, liability, or firm commitment attributable to particular risk, such as interest risk (“fair value hedge”) or (3) an instrument with no hedging designation (“freestanding derivatives”). 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
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the hedged transaction affects earnings. Changes in fair value of the fair value derivative and the hedged item related to the hedged risk are recognized in earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings as non-interest income.
Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement same as the cash flows of the items being hedged.
The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific liabilities on the consolidated statements of financial condition. 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 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.
When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a cash flow hedge is discontinued but the hedged cash flows are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transaction will affect earnings.
The Company is exposed to losses if a counterparty fails to make its payments under a contract in which the Company is in the net receiving position. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements. 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 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. Declines in the recorded balance subsequent to acquisition by the Company are recorded through expense. Operating costs after acquisition are expensed.
Premises and Fixed Assets, Net - Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives generally ranging from forty to fifty years . Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives generally ranging from three to ten years .
Leases – Leases are classified as operating or finance leases at the lease commencement date. The Company recorded leases on the consolidated statements of financial condition with the operating lease asset and lease liability determined at the commencement date of the lease based on the present value of the remaining minimum lease payments, discounted using the Company’s incremental borrowing rate as of the date of inception.
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 Company’s consolidated statements of operations on a straight-line basis over the lease term. Certain leases may include one or more options to renew. The exercise of lease renewal options is typically at the Company’s discretion, and are included in the operating lease liability if it is reasonably certain that the renewal option will be exercised. Certain real estate leases may contain lease and non-lease components, such as common area maintenance charges, real estate taxes, and insurance, which are generally accounted for separately and are not included in the measurement of the lease liability since they are generally able to be segregated. Lease expenses are included in occupancy and equipment on the Company’s consolidated statements of operations. The Company does not sublease any of its leased properties and does not lease properties from any related parties. Disclosures about the Company’s leasing activities are presented in Note 7.
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Goodwill and Other Intangible Assets - Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and indefinite-lived intangible assets are not amortized, but tested for impairment at least annually, or more frequently if events and circumstances exist that indicate the carrying amount of the asset may be impaired. 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.
Other intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible assets are amortized on an accelerated method over their estimated useful lives of ten years .
Servicing Right Assets (“SRAs”) - When real estate or C&I loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. SRAs are carried at the lower of cost or fair value and are amortized in proportion to, and over the period of, anticipated net servicing income. All separately recognized SRAs are required to be initially measured at fair value, if practicable. The estimated fair value of loan servicing assets is determined by calculating the present value of estimated future net servicing cash flows, using assumptions of prepayments, defaults, servicing costs and discount rates derived based upon actual historical results for the Bank, or, in the absence of such data, from historical results for the Bank’s peers. Capitalized loan servicing assets are stratified based on predominant risk characteristics of the underlying loans ( i.e., collateral, interest rate, servicing spread and maturity) for the purpose of evaluating impairment. A valuation allowance is then established in the event the recorded value of an individual stratum exceeds its fair value. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds, default rates, and losses.
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 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.
Bank Owned Life Insurance (“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. Increases in the contract value are recorded as non-interest income in the consolidated statements of operations and insurance proceeds received are recorded as a reduction of the contract value.
Income Taxes - Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount deemed more likely than not to be realized.
A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not satisfying the "more likely than not" test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to tax matters in income tax expense. The Company had no unrecognized tax positions at December 31, 2024 or 2023.
Employee Benefits - The Bank maintains two noncontributory pension plans: (i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees. As the sponsor of a single employer defined benefit plan, the Company must do the following for the Employee Retirement Plan and BNB Bank Pension Plan: (1) recognize the funded status of the benefit plans in its statements of financial condition, measured as the difference between plan assets at fair value (with limited exceptions) and the benefit obligation. For a pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement benefit plan, such as a retiree health care plan, the benefit obligation is the accumulated postretirement benefit obligation; (2) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit or cost. Amounts recognized in accumulated other comprehensive income, including the gains or losses, prior service costs or credits, and the transition asset or obligation are adjusted as they are subsequently recognized as components of net periodic benefit cost; (3) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end statements of financial condition (with limited exceptions); and (4) disclose in the notes to financial statements additional information about certain effects on net periodic
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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 Company provides a 401(k) plan, which covers substantially all current employees. Newly hired employees are automatically enrolled in the plan on the 60 th day of employment, unless they elect not to participate.
The Holding Company and Bank maintain the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”), the Dime Community Bancshares, Inc. 2019 Equity Incentive Plan, (the “2019 Equity Incentive Plan”), and the 2012 Stock-Based Compensation Plan (the “2012 Equity Incentive Plan”), (collectively the “Stock Plans”); which are discussed more fully in Note 17 Stock-Based Compensation. Under the Stock Plans, compensation cost is recognized for stock options and restricted stock awards issued to employees based on the fair value of the awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Holding Company’s common stock (“Common Stock”) at the date of grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.
Basic and Diluted EPS - Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted EPS is computed using the same method as basic EPS, but reflects the potential dilution that would occur if "in the money" stock options were exercised and converted into common stock. In determining the weighted average shares outstanding for basic and diluted EPS, treasury shares are excluded. Vested restricted stock award ("RSA") shares are included in the calculation of the weighted average shares outstanding for basic and diluted EPS. Unvested RSA and performance-based share awards (“PSA”) shares 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 (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. Comprehensive and accumulated comprehensive income are summarized in Note 2.
Disclosures about Segments of an Enterprise and Related Information - The Company has one reportable segment, "Community Banking." 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. Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit.
For the years ended December 31, 2024, 2023 and 2022, there was no customer that accounted for more than 10% of the Company's consolidated revenue.
Reclassifications – There have been no material reclassifications to prior year amounts to conform to their current presentation.
Adoption of New Accounting Standards
Standards Adopted in 2024
ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280)
The Financial Accounting Standards Board issued Accounting Standards Update 2023-07 to improve reportable segment disclosures by requiring public business entities to disclose significant expense categories and amounts for each reportable segment, where significant expense categories are defined as those that are regularly reported to an entity’s chief operating decision-maker and included in a segment’s reported measures of profit or loss. ASU 2023-07 became effective for the
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Company on January 1, 2024. The adoption of ASU 2023-07 did not have a material effect on the Company’s consolidated financial statements.
Standards That Have Not Yet Been Adopted
ASU No. 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures, intended to enhance the transparency of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.
Specifically, the amendments in this ASU require disclosure of: (i) a tabular reconciliation, using both percentages and reporting currency amounts, with prescribed categories that are required to be disclosed, and the separate disclosure and disaggregation of prescribed reconciling items with an effect equal to 5% or more of the amount determined by multiplying pretax income from continuing operations by the applicable statutory rate; (ii) a qualitative description of the states and local jurisdictions that make up the majority (greater than 50%) of the effect of the state and local income taxes; and (iii) amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions that comprise 5% or more of total income taxes paid, net of refunds received. The ASU also includes other amendments to improve the effectiveness of income tax disclosures.
The update is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The transition method is prospective with retrospective method permitted. The adoption of ASU 2023-09 will not have a material impact on the Company's income tax disclosures.
2. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Activity in accumulated other comprehensive income (loss), net of tax, was as follows:
Total
Accumulated
Securities
Defined
Other
Available-
Benefit
Comprehensive
(In thousands)
for-Sale
Plans
Derivatives
Loss
Balance as of January 1, 2023
$
( 100,870 )
$
( 5,266 )
$
11,757
$
( 94,379 )
Other comprehensive income (loss) before reclassifications
7,498
( 109 )
( 8,091 )
( 702 )
Amounts reclassified from accumulated other comprehensive income (loss)
3,130
( 1,055 )
1,427
3,502
Net other comprehensive income (loss) during the period
10,628
( 1,164 )
( 6,664 )
2,800
Balance as of December 31, 2023
$
( 90,242 )
$
( 6,430 )
$
5,093
$
( 91,579 )
Other comprehensive income (loss) before reclassifications
14,703
( 1,087 )
( 5,782 )
7,834
Amounts reclassified from accumulated other comprehensive income
31,772
18
6,937
38,727
Net other comprehensive income (loss) during the period
46,475
( 1,069 )
1,155
46,561
Balance as of December 31, 2024
$
( 43,767 )
$
( 7,499 )
$
6,248
$
( 45,018 )
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The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the table below for the periods indicated.
Year Ended December 31,
(In thousands)
2024
2023
2022
Change in unrealized gain (loss) on securities:
Change in net unrealized gain (loss) during the period
$
23,218
$
10,355
$
( 138,630 )
Reclassification adjustment for net losses included in net loss on sale of securities and other assets
42,810
1,447
—
Accretion of net unrealized loss on securities transferred to held-to-maturity
3,028
3,142
2,953
Net change
69,056
14,944
( 135,677 )
Tax expense (benefit)
22,581
4,316
( 42,671 )
Net change in unrealized gain (loss) on securities, net of reclassification adjustments and tax
46,475
10,628
( 93,006 )
Change in pension and other postretirement obligations:
Reclassification adjustment for expense included in other expense
26
( 1,547 )
( 3,715 )
Change in the net actuarial gain
( 1,426 )
( 190 )
( 2,062 )
Net change
( 1,400 )
( 1,737 )
( 5,777 )
Tax benefit
( 331 )
( 573 )
( 1,817 )
Net change in pension and other postretirement obligations
( 1,069 )
( 1,164 )
( 3,960 )
Change in unrealized gain (loss) on derivatives:
Change in net unrealized (loss) gain during the period
( 8,453 )
( 11,782 )
14,412
Reclassification adjustment for expense included in interest expense
10,008
2,092
( 1,621 )
Net change
1,555
( 9,690 )
12,791
Tax expense (benefit)
400
( 3,026 )
4,023
Net change in unrealized gain (loss) on derivatives, net of reclassification adjustments and tax
1,155
( 6,664 )
8,768
Other comprehensive income (loss), net of tax
$
46,561
$
2,800
$
( 88,198 )
3. SECURITIES
The following tables summarize the major categories of securities as of the dates indicated:
December 31, 2024
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
(In thousands)
Cost
Gains
Losses
Value
Securities available-for-sale:
Agency notes
$
10,000
—
( 393 )
$
9,607
Treasury securities
—
—
—
—
Corporate securities
173,972
755
( 10,778 )
163,949
Pass-through mortgage-backed securities ("MBS") issued by government sponsored entities ("GSEs")
303,303
30
( 3,112 )
300,221
Agency CMOs
220,314
16
( 28,442 )
191,888
State and municipal obligations
26,545
—
( 1,517 )
25,028
Total securities available-for-sale
$
734,134
$
801
$
( 44,242 )
$
690,693
December 31, 2024
Gross
Gross
Amortized
Unrecognized
Unrecognized
Fair
(In thousands)
Cost
Gains
Losses
Value
Securities held-to-maturity:
Agency notes
$
89,977
$
—
$
( 10,961 )
$
79,016
Corporate securities
13,000
140
( 855 )
12,285
Pass-through MBS issued by GSEs
298,697
—
( 43,716 )
254,981
Agency CMOs
235,665
29
( 29,699 )
205,995
Total securities held-to-maturity
$
637,339
$
169
$
( 85,231 )
$
552,277
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December 31, 2023
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
(In thousands)
Cost
Gains
Losses
Value
Securities available-for-sale:
Agency notes
$
10,000
$
—
$
( 629 )
$
9,371
Treasury securities
245,877
—
( 11,687 )
234,190
Corporate securities
174,978
—
( 23,808 )
151,170
Pass-through MBS issued by GSEs
230,253
10
( 24,978 )
205,285
Agency CMOs
305,860
46
( 46,491 )
259,415
State and municipal obligations
28,741
—
( 1,932 )
26,809
Total securities available-for-sale
$
995,709
$
56
$
( 109,525 )
$
886,240
December 31, 2023
Gross
Gross
Amortized
Unrecognized
Unrecognized
Fair
(In thousands)
Cost
Gains
Losses
Value
Securities held-to-maturity:
Agency notes
$
89,563
$
—
$
( 11,300 )
$
78,263
Corporate securities
9,000
—
( 1,825 )
7,175
Pass-through MBS issued by GSEs
279,853
—
( 37,579 )
242,274
Agency CMOs
216,223
16
( 27,021 )
189,218
Total securities held-to-maturity
$
594,639
$
16
$
( 77,725 )
$
516,930
There were no transfers of securities from available-for-sale to securities held-to-maturity during the years ended December 31, 2024 or 2023. There were no transfers of securities from held-to-maturity to available-for-sale during the years ended December 31, 2024 or 2023. The Company reassessed classification of certain investments and transferred securities from available-for-sale to securities held-to-maturity during the year ended December 31, 2022. The amount remaining in OCI from this transfer as of December 31, 2024 and 2023 was $ 19.7 million and $ 22.7 million, respectively. 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 to available-for-sale during the year ended December 31, 2022.
The carrying amount of securities pledged at December 31, 2024 and 2023 was $ 622.7 million and $ 457.7 million, respectively. The pledged securities are mainly used as collateral for a portion of the Company’s municipal deposit portfolio.
At December 31, 2024 and 2023, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10 % of stockholders’ equity.
The following table presents the amortized cost and fair value of securities by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.
December 31, 2024
Amortized
Fair
(In thousands)
Cost
Value
Available-for-sale
Within one year
$
6,717
$
6,597
One to five years
54,401
50,984
Five to ten years
149,399
141,003
Beyond ten years
—
—
Pass-through MBS issued by GSEs and agency CMOs
523,617
492,109
Total
$
734,134
$
690,693
Held-to-maturity
Within one year
$
—
$
—
One to five years
19,829
18,598
Five to ten years
83,148
72,703
Beyond ten years
—
—
Pass-through MBS issued by GSEs and agency CMOs
534,362
460,976
Total
$
637,339
$
552,277
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The following table presents the information related to sales of securities available-for-sale for the periods indicated:
Year Ended December 31,
(In thousands)
2024
2023
2022
Securities available-for-sale
Proceeds
$
379,053
$
77,804
$
—
Gross gains
—
130
—
Tax expense on gains
—
39
—
Gross losses
42,810
1,577
—
Tax benefit on losses
13,139
467
—
Equity securities included in other assets in the consolidated statements of financial condition had a fair value of $ 2.5 million and $ 2.2 million as of December 31, 2024 and 2023, respectively. For the years ended December 31, 2024 and 2023, the Company recognized a net gain of $ 281 thousand and a net loss of $ 758 thousand, respectively.
There were no sales of securities held-to-maturity during the years ended December 31, 2024, 2023, or 2022.
The following tables summarize the gross unrealized losses and fair value of securities aggregated by investment category and the length of time the securities were in a continuous unrealized loss position for the periods indicated:
December 31, 2024
Less than 12
12 Consecutive
Consecutive Months
Months or Longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(In thousands)
Value
Losses
Value
Losses
Value
Losses
Securities available-for-sale:
Agency notes
$
—
$
—
$
9,607
$
393
$
9,607
$
393
Corporate securities
2,925
16
141,124
10,762
144,049
10,778
Pass-through MBS issued by GSEs
289,095
2,170
6,119
942
295,214
3,112
Agency CMOs
32,101
357
154,770
28,085
186,871
28,442
State and municipal obligations
3,469
31
21,559
1,486
25,028
1,517
December 31, 2023
Less than 12
12 Consecutive
Consecutive Months
Months or Longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(In thousands)
Value
Losses
Value
Losses
Value
Losses
Securities available-for-sale:
Agency Notes
$
—
$
—
$
9,371
$
629
$
9,371
$
629
Treasury securities
—
—
234,190
11,687
234,190
11,687
Corporate securities
20,935
917
130,235
22,891
151,170
23,808
Pass-through MBS issued by GSEs
—
—
203,469
24,978
203,469
24,978
Agency CMOs
—
—
251,900
46,491
251,900
46,491
State and municipal obligations
1,796
54
21,513
1,878
23,309
1,932
As of December 31, 2024, none of the Company’s available-for-sale debt securities were in an unrealized loss position due to credit and therefore no allowance for credit losses on available-for-sale debt securities was required. Additionally, given the high-quality composition of the Company’s held-to-maturity portfolio, the Company did not record an allowance for credit losses on the held-to-maturity portfolio. With respect to certain classes of debt securities, primarily U.S. Treasuries and securities issued by Government Sponsored Entities, the Company considers the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero, even if the U.S. government were to technically default. Accrued interest receivable on securities totaled $ 5.7 million and $ 5.3 million at December 31, 2024 and 2023 respectively, and was 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 amortized cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability
63
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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, 2024, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment was directly related to changes in interest rates. The Company generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. The following major security types held by the Company are all issued by U.S. government entities and agencies and therefore either explicitly or implicitly guaranteed by the U.S. government: Agency Notes, Treasury Securities, Pass-through MBS issued by GSEs, Agency Collateralized Mortgage Obligations. None of the unrealized losses are related to credit losses. The majority of the state and municipal obligations within the portfolio have all maintained an investment grade rating by either Moody’s or Standard and Poor’s. The Company does not have the intent to sell these securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the debt. The fair value is expected to recover as the securities approach maturity.
4. LOANS HELD FOR INVESTMENT, NET
The following table presents the loan categories for the period ended as indicated:
(In thousands)
December 31, 2024
December 31, 2023
Business loans (1)
$
2,725,726
$
2,308,171
One-to-four family residential and cooperative/condominium apartment
951,528
887,555
Multifamily residential and residential mixed-use
3,820,283
4,017,176
Non-owner-occupied commercial real estate
3,230,535
3,379,667
Acquisition, development, and construction ("ADC")
136,172
168,513
Other loans
5,084
5,755
Total
10,869,328
10,766,837
Fair value hedge basis point adjustments (2)
2,615
6,591
Total loans, net of fair value hedge basis point adjustments
10,871,943
10,773,428
Allowance for credit losses
( 88,751 )
( 71,743 )
Loans held for investment, net
$
10,783,192
$
10,701,685
(1) Business loans include C&I loans, owner-occupied commercial real estate loans and PPP loans.
(2) The loan portfolio included a fair value hedge basis point adjustment to the carrying amount of hedged owner-occupied commercial real estate in business loans, one-to-four family residential mortgage loans, multifamily residential mortgage loans and non-owner occupied commercial real estate loans .
The following tables present data regarding the allowance for credit losses activity for the periods indicated:
One-to-Four
Family
Multifamily
Residential and
Residential
Non-Owner
Cooperative/
and
Occupied
Business
Condominium
Residential
Commercial
Other
(In thousands)
Loans
Apartment
Mixed-Use
Real Estate
ADC
Loans
Total
Beginning balance as of January 1, 2022
62,366
5,932
7,816
2,131
4,857
751
83,853
(Credit) provision for credit losses
( 8,073 )
37
542
17,968
( 3,134 )
( 430 )
6,910
Charge-offs
( 11,401 )
—
—
—
—
( 53 )
( 11,454 )
Recoveries
4,137
—
2
54
—
5
4,198
Ending balance as of December 31, 2022
$
47,029
$
5,969
$
8,360
$
20,153
$
1,723
$
273
$
83,507
Provision (credit) for credit losses
3,273
858
( 1,121 )
( 530 )
266
129
2,875
Charge-offs
( 15,364 )
( 14 )
( 2 )
—
—
( 300 )
( 15,680 )
Recoveries
1,024
—
—
—
—
17
1,041
Ending balance as of December 31, 2023
$
35,962
$
6,813
$
7,237
$
19,623
$
1,989
$
119
$
71,743
Provision for credit losses
14,435
2,688
9,385
9,176
334
179
36,197
Charge-offs
( 8,051 )
—
( 4,677 )
( 6,926 )
—
( 110 )
( 19,764 )
Recoveries
552
—
1
3
—
19
575
Ending balance as of December 31, 2024
$
42,898
$
9,501
$
11,946
$
21,876
$
2,323
$
207
$
88,751
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The following tables present the amortized cost basis of loans on non-accrual status as of the periods indicated:
December 31, 2024
Non-accrual with
Non-accrual with
Related
(In thousands)
No Allowance
Allowance
Allowance
Business loans
$
5,196
$
17,428
$
15,810
One-to-four family residential and cooperative/condominium apartment
—
3,213
31
Non-owner-occupied commercial real estate
16,456
6,504
432
ADC
—
657
287
Other loans
—
25
25
Total
$
21,652
$
27,827
$
16,585
December 31, 2023
Non-accrual with
Non-accrual with
Related
(In thousands)
No Allowance
Allowance
Allowance
Business loans
$
3,780
$
14,794
$
13,228
One-to-four family residential and cooperative/condominium apartment
—
3,248
133
Non-owner-occupied commercial real estate
—
6,620
636
ADC
—
657
205
Total
$
3,780
$
25,319
$
14,202
The Company did not recognize interest income on non-accrual loans held for investment during the years ended December 31, 2024 or 2023.
The following tables summarize the past due status of the Company’s investment in loans as of the dates indicated:
December 31, 2024
Loans 90
Days or
Total
30 to 59
60 to 89
More Past Due
Past Due
Days
Days
and Still
and
Total
(In thousands)
Past Due
Past Due
Accruing Interest
Non-accrual
Non-accrual
Current
Loans
Business loans
$
3,385
$
2,441
$
—
$
22,624
$
28,450
$
2,697,276
$
2,725,726
One-to-four family residential, including condominium and cooperative apartment
1,919
1,271
—
3,213
6,403
945,125
951,528
Multifamily residential and residential mixed-use
3,759
27,601
—
—
31,360
3,788,923
3,820,283
Non-owner-occupied commercial real estate
1,265
—
—
22,960
24,225
3,206,310
3,230,535
ADC
—
—
—
657
657
135,515
136,172
Other loans
2
—
—
25
27
5,057
5,084
Total
$
10,330
$
31,313
$
—
$
49,479
$
91,122
$
10,778,206
$
10,869,328
December 31, 2023
Loans 90
Days or
Total
30 to 59
60 to 89
More Past Due
Past Due
Days
Days
and Still
and
Total
(In thousands)
Past Due
Past Due
Accruing Interest
Non-accrual
Non-accrual
Current
Loans
Business loans
$
7,139
$
1,217
$
—
$
18,574
$
26,930
$
2,281,241
$
2,308,171
One-to-four family residential, including condominium and cooperative apartment
4,071
73
—
3,248
7,392
880,163
887,555
Multifamily residential and residential mixed-use
—
—
—
—
—
4,017,176
4,017,176
Non-owner-occupied commercial real estate
337
—
—
6,620
6,957
3,372,710
3,379,667
ADC
430
—
—
657
1,087
167,426
168,513
Other loans
—
—
—
—
—
5,755
5,755
Total
$
11,977
$
1,290
$
—
$
29,099
$
42,366
$
10,724,471
$
10,766,837
Accruing Loans 90 Days or More Past Due:
The Company did no t have accruing loans 90 days or more past due at December 31, 2024 and 2023.
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Collateral Dependent Loans:
The Company had collateral dependent loans which were individually evaluated to determine expected credit losses as of the dates indicated:
December 31, 2024
December 31, 2023
Real Estate
Associated Allowance
Real Estate
Associated Allowance
(In thousands)
Collateral Dependent
for Credit Losses
Collateral Dependent
for Credit Losses
Business loans
$
9,290
$
1,408
$
3,742
$
—
Non-owner-occupied commercial real estate
22,944
416
6,605
621
ADC
657
287
657
305
Total
$
32,891
$
2,111
$
11,004
$
926
Related Party Loans
Certain directors, executive officers, and their related parties, including their immediate families and companies in which they are principal owners, were loan customers of the Bank during 2024.
The following table sets forth selected information about related party loans:
Year Ended December 31,
(In thousands)
2024
2023
Beginning balance
$
4,922
$
4,956
New loans
8
531
Effect of changes in composition of related parties
( 1,146 )
—
Repayments
( 39 )
( 565 )
Balance at end of period
$
3,745
$
4,922
Loan Restructurings
The Company applies the loan refinancing and restructuring guidance to determine whether a modification or other forms of restructuring result in a new loan or a continuation of an existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include conditions where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and/or a combination of these modifications. The disclosures related to loan restructuring are only for modifications that directly affect cash flows.
The following tables show the amortized cost basis as of December 31, 2024 and 2023 of the loans modified to borrowers experiencing financial difficulty, disaggregated by loan category and type of concession granted:
For the Year Ended December 31, 2024
Significant
Payment
Significant
Delay,
Term
Payment
Term
Term
Extension
Delay
Extension
Extension
% of
and
and
and
and
Total
Significant
Significant
Interest
Interest
Interest
Class of
Term
Payment
Payment
Rate
Rate
Rate
Financing
(Dollars in thousands)
Extension
Delay
Delay
Reduction
Reduction
Reduction
Total
Receivable
Business loans
$
19,668
$
182
$
187
$
27
$
—
$
—
$
20,064
0.7
%
One-to-four family residential, including condominium and cooperative apartment
—
—
—
—
896
—
896
0.1
Multifamily residential and residential mixed-use
—
34,087
—
—
—
—
34,087
0.9
Non-owner-occupied commercial real estate
—
31,102
—
—
—
—
31,102
1.0
Total
$
19,668
$
65,371
$
187
$
27
$
896
$
—
$
86,149
0.8
%
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For the Year Ended December 31, 2023
Significant
Payment
Significant
Delay,
Term
Payment
Term
Term
Extension
Delay
Extension
Extension
% of
and
and
and
and
Total
Significant
Significant
Interest
Interest
Interest
Class of
Term
Payment
Payment
Rate
Rate
Rate
Financing
(Dollars in thousands)
Extension
Delay
Delay
Reduction
Reduction
Reduction
Total
Receivable
Business loans
$
1,789
$
12,020
$
520
$
298
$
—
$
—
$
14,627
0.6
%
One-to-four family residential, including condominium and cooperative apartment
—
2,856
92
—
—
—
2,948
0.3
Non-owner-occupied commercial real estate
—
24,706
—
—
—
—
24,706
0.7
Total
$
1,789
$
39,582
$
612
$
298
$
—
$
—
$
42,281
0.4
%
The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty as of the dates indicated:
For the Year Ended December 31, 2024
Weighted Average
Weighted Average
Interest Rate
Months of
Weighted Average
(Dollars in thousands)
Reductions
Term Extensions
Payment Delay
Business loans
5.00
%
8
$
59
One-to-four family residential, including condominium and cooperative apartment
1.00
231
—
Multifamily residential and residential mixed-use
—
—
256
Non-owner-occupied commercial real estate
—
—
560
For the Year Ended December 31, 2023
Weighted Average
Weighted Average
Interest Rate
Months of
Weighted Average
(Dollars in thousands)
Reductions
Term Extensions
Payment Delay
Business loans
4.27
%
13
$
2,406
One-to-four family residential, including condominium and cooperative apartment
—
189
76
Non-owner-occupied commercial real estate
—
—
988
The Bank monitors the performance of loans modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following tables describe the performance of loans that have been modified during the years ended December 31, 2024 and 2023.
December 31, 2024
30-59
60-89
90+
(In thousands)
Current
Days Past Due
Days Past Due
Days Past Due
Non-Accrual
Total
Business loans
$
19,668
$
129
$
—
$
—
$
267
$
20,064
One-to-four family residential, including condominium and cooperative apartment
—
—
—
—
896
896
Multifamily residential and residential mixed-use
6,486
—
27,601
—
—
34,087
Non-owner-occupied commercial real estate
31,102
—
—
—
—
31,102
Total
$
57,256
$
129
$
27,601
$
—
$
1,163
$
86,149
December 31, 2023
30-59
60-89
90+
(In thousands)
Current
Days Past Due
Days Past Due
Days Past Due
Non-Accrual
Total
Business loans
$
12,496
$
—
$
—
$
—
$
2,131
$
14,627
One-to-four family residential, including condominium and cooperative apartment
2,856
—
—
—
92
2,948
Non-owner-occupied commercial real estate
24,706
—
—
—
—
24,706
Total
$
40,058
$
—
$
—
$
—
$
2,223
$
42,281
There were no loans held for investment made to borrowers experiencing financial difficulty that were modified during the year ended December 31, 2024 and 2023, that subsequently defaulted. For the purposes of this disclosure, a payment default is defined as 90 or more days past due. Non-accrual loans that are modified to borrowers experiencing financial difficulty remain on non-accrual status until the borrower has demonstrated performance under the modified terms.
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Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit structure, loan documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying them as to credit risk. The Company uses the following definitions for risk ratings:
Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date.
Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of then existing facts, conditions, and values, highly questionable and improbable.
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Table of Contents
The following is a summary of the credit risk profile of loans by internally assigned grade as of the periods indicated, the years represent the year of origination for non-revolving loans:
December 31, 2024
(In thousands)
2024
2023
2022
2021
2020
2019 and Prior
Revolving
Revolving-Term
Total
Business loans
Pass
$
400,607
$
232,017
$
327,174
$
201,799
$
164,834
$
348,388
$
828,287
$
67,238
$
2,570,344
Special mention
135
754
36,740
4,220
4,333
17,226
26,292
14,497
104,197
Substandard
—
398
1,985
2,482
3,944
11,298
—
30,467
50,574
Doubtful
—
—
—
—
—
611
—
—
611
Total business loans
400,742
233,169
365,899
208,501
173,111
377,523
854,579
112,202
2,725,726
YTD Gross Charge-Offs
—
—
158
166
267
586
89
6,785
8,051
One-to-four family residential, and condominium/cooperative apartment:
Pass
134,804
159,300
202,706
98,491
63,093
247,952
26,724
8,364
941,434
Special mention
—
—
—
—
—
711
159
—
870
Substandard
—
—
—
—
984
7,326
—
914
9,224
Doubtful
—
—
—
—
—
—
—
—
—
Total one-to-four family residential, and condominium/cooperative apartment
134,804
159,300
202,706
98,491
64,077
255,989
26,883
9,278
951,528
YTD Gross Charge-Offs
—
—
—
—
—
—
—
—
—
Multifamily residential and residential mixed-use:
Pass
21,810
252,975
1,285,619
560,039
286,653
1,239,261
4,285
4,267
3,654,909
Special mention
—
—
1,202
12,369
14,172
73,778
—
—
101,521
Substandard
—
—
—
—
—
63,853
—
—
63,853
Doubtful
—
—
—
—
—
—
—
—
—
Total multifamily residential and residential mixed-use
21,810
252,975
1,286,821
572,408
300,825
1,376,892
4,285
4,267
3,820,283
YTD Gross Charge-Offs
400
—
—
—
1,292
2,985
—
—
4,677
Non-owner-occupied commercial real estate
Pass
57,280
215,279
724,041
601,508
408,361
1,020,137
11,937
8,966
3,047,509
Special mention
—
—
—
658
75,802
29,564
—
—
106,024
Substandard
—
—
—
16,471
34,236
26,295
—
—
77,002
Doubtful
—
—
—
—
—
—
—
—
—
Total non-owner-occupied commercial real estate
57,280
215,279
724,041
618,637
518,399
1,075,996
11,937
8,966
3,230,535
YTD Gross Charge-Offs
—
—
—
2,797
4,033
—
—
96
6,926
ADC:
Pass
16,154
34,169
25,950
4,810
—
2,468
24,868
12,122
120,541
Special mention
—
—
—
14,974
—
—
—
—
14,974
Substandard
—
—
—
—
—
—
—
657
657
Doubtful
—
—
—
—
—
—
—
—
—
Total ADC
16,154
34,169
25,950
19,784
—
2,468
24,868
12,779
136,172
YTD Gross Charge-Offs
—
—
—
—
—
—
—
—
—
Total:
Pass
630,655
893,740
2,565,490
1,466,647
922,941
2,858,206
896,101
100,957
10,334,737
Special mention
135
754
37,942
32,221
94,307
121,279
26,451
14,497
327,586
Substandard
—
398
1,985
18,953
39,164
108,772
—
32,038
201,310
Doubtful
—
—
—
—
—
611
—
—
611
Total Loans
$
630,790
$
894,892
$
2,605,417
$
1,517,821
$
1,056,412
$
3,088,868
$
922,552
$
147,492
$
10,864,244
YTD Gross Charge-Offs
$
400
$
—
$
158
$
2,963
$
5,592
$
3,571
$
89
$
6,881
$
19,654
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December 31, 2023
(In thousands)
2023
2022
2021
2020
2019
2018 and Prior
Revolving
Revolving-Term
Total
Business loans
Pass
$
258,699
$
390,760
$
196,790
$
144,796
$
150,871
$
305,258
$
633,719
$
35,079
$
2,115,972
Special mention
481
41,682
1,199
13,567
7,125
3,150
21,108
25,306
113,618
Substandard
—
1,857
2,180
6,729
2,803
30,248
15,567
18,449
77,833
Doubtful
—
—
—
—
—
748
—
—
748
Total business loans
259,180
434,299
200,169
165,092
160,799
339,404
670,394
78,834
2,308,171
YTD Gross Charge-Offs
—
—
77
38
4,166
2,229
5,464
3,390
15,364
One-to-four family residential, and condominium/cooperative apartment:
Pass
170,601
213,479
102,684
69,524
62,356
213,131
31,205
12,493
875,473
Special mention
—
—
—
—
—
33
159
776
968
Substandard
—
—
—
1,005
337
8,711
—
1,061
11,114
Doubtful
—
—
—
—
—
—
—
—
—
Total one-to-four family residential, and condominium/cooperative apartment
170,601
213,479
102,684
70,529
62,693
221,875
31,364
14,330
887,555
YTD Gross Charge-Offs
—
—
—
—
—
—
—
14
14
Multifamily residential and residential mixed-use:
Pass
256,822
1,340,197
578,352
283,633
384,937
981,820
4,841
4,325
3,834,927
Special mention
—
—
9,334
3,880
3,886
64,273
—
—
81,373
Substandard
—
—
—
28,799
5,089
66,988
—
—
100,876
Doubtful
—
—
—
—
—
—
—
—
—
Total multifamily residential and residential mixed-use
256,822
1,340,197
587,686
316,312
393,912
1,113,081
4,841
4,325
4,017,176
YTD Gross Charge-Offs
—
—
—
—
—
2
—
—
2
Non-owner-occupied commercial real estate
Pass
220,045
738,133
645,246
447,002
359,201
756,921
11,919
7,926
3,186,393
Special mention
—
—
19,872
75,378
4,563
2,763
—
—
102,576
Substandard
—
—
16
60,272
6,254
24,156
—
—
90,698
Doubtful
—
—
—
—
—
—
—
—
—
Total non-owner-occupied commercial real estate
220,045
738,133
665,134
582,652
370,018
783,840
11,919
7,926
3,379,667
YTD Gross Charge-Offs
—
—
—
—
—
—
—
—
—
ADC:
Pass
16,735
17,534
59,202
9,900
2,665
437
22,444
225
129,142
Special mention
—
11,500
14,961
—
12,253
—
—
—
38,714
Substandard
—
—
—
—
—
—
—
657
657
Doubtful
—
—
—
—
—
—
—
—
—
Total ADC
16,735
29,034
74,163
9,900
14,918
437
22,444
882
168,513
YTD Gross Charge-Offs
—
—
—
—
—
—
—
—
—
Total:
Pass
922,902
2,700,103
1,582,274
954,855
960,030
2,257,567
704,128
60,048
10,141,907
Special mention
481
53,182
45,366
92,825
27,827
70,219
21,267
26,082
337,249
Substandard
—
1,857
2,196
96,805
14,483
130,103
15,567
20,167
281,178
Doubtful
—
—
—
—
—
748
—
—
748
Total Loans
$
923,383
$
2,755,142
$
1,629,836
$
1,144,485
$
1,002,340
$
2,458,637
$
740,962
$
106,297
$
10,761,082
YTD Gross Charge-Offs
$
—
$
—
$
77
$
38
$
4,166
$
2,231
$
5,464
$
3,404
$
15,380
For other loans, the Company evaluates credit quality based on payment activity. Other loans that are 90 days or more past due are placed on non-accrual status, while all remaining other loans are classified and evaluated as performing. The following is a summary of the credit risk profile of other loans by internally assigned grade:
(In thousands)
December 31, 2024
December 31, 2023
Performing
$
5,059
$
5,755
Non-accrual
25
—
Total
$
5,084
$
5,755
5. LOAN SERVICING ACTIVITIES
The Bank services real estate and C&I loans for others having principal balances outstanding of approximately $ 329.1 million and $ 346.1 million at December 31, 2024 and 2023, respectively. 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 foreclosures. In connection with loans serviced for others, the Bank held borrowers’ escrow balances of $ 1.3 million at December 31, 2024 and 2023.
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There are no restrictions on the Company’s consolidated assets or liabilities related to loans sold with servicing rights retained. Upon sale of these loans, the Company recorded an SRA in other assets, and has elected to account for the SRA under the "amortization method" prescribed under GAAP. The activity for SRAs for the periods indicated are as follows:
Year Ended December 31,
(In thousands)
2024
2023
2022
Servicing right assets:
Beginning of year
$
3,168
$
3,349
$
3,856
Additions
201
458
659
Amortized to expense
( 668 )
( 639 )
( 907 )
Sold
—
—
( 259 )
End of year
2,701
3,168
3,349
Valuation allowance:
Beginning of year
( 237 )
( 201 )
( 80 )
Additions expensed
( 45 )
( 36 )
( 121 )
End of year
( 282 )
( 237 )
( 201 )
Servicing right assets, net
$
2,419
$
2,931
$
3,148
The fair value of SRAs was $ 3.0 million and $ 3.4 million, at December 31, 2024 and 2023, respectively. The fair value at December 31, 2024 was determined using discount rates ranging from 10.0 % to 13.9 %, prepayment speeds ranging from 6.1 % to 12.3 %, depending on the stratification of the specific servicing right, and a weighted average default rate of 0.62 %. The fair value at December 31, 2023 was determined using discount rates ranging from 10.0 % to 14.5 %, prepayment speeds ranging from 6.5 % to 12.2 %, depending on the stratification of the specific servicing right, and a weighted average default rate of 0.67 %.
6. PREMISES AND FIXED ASSETS, NET AND PREMISES HELD FOR SALE
Premises and Fixed Assets, Net
The following is a summary of premises and fixed assets, net:
December 31,
(In thousands)
2024
2023
Land
$
5,808
$
10,824
Buildings
14,417
21,173
Leasehold improvements
29,817
28,307
Furniture, fixtures and equipment
28,690
25,909
Premises and fixed assets, gross
$
78,732
$
86,213
Less: accumulated depreciation and amortization
( 43,874 )
( 41,345 )
Premises and fixed assets, net
$
34,858
$
44,868
Depreciation and amortization expense amounted to $ 7.0 million, $ 6.7 million and $ 7.4 million during the years ended December 31, 2024, 2023 and 2022, respectively.
Premises Held for Sale
During the year ended December 31, 2024, the Company transferred two real estate properties utilized as retail branches to premises held for sale totaling $ 9.2 million. During the year ended December 31, 2023, the Company transferred one real estate property utilized as a retail branch to premises held for sale totaling $ 905 thousand.
During the year ended December 31, 2024, the Company sold three real estate properties utilized as retail branches for $ 19.3 million and recorded an associated gain of $ 9.1 million in gain on sale of other assets in the consolidated statements of operations. There were no premises held for sale as of December 31, 2024.
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7. LEASES
The following table presents the Company’s remaining maturities of undiscounted lease payments, as well as a reconciliation to the discounted operating lease liabilities in the Consolidated Statements of Financial Condition at December 31, 2024:
(In thousands)
2025
$
13,972
2026
13,374
2027
11,528
2028
5,547
2029
3,029
Thereafter
4,787
Total undiscounted lease payments
52,237
Less amounts representing interest
( 3,244 )
Operating lease liabilities
$
48,993
Other information related to our operating leases was as follows:
Year Ended December 31,
(In thousands)
2024
2023
2022
Operating lease cost
$
13,712
$
12,801
$
11,428
Cash paid for amounts included in the measurement of operating lease liabilities
13,684
12,560
10,574
As of December 31, 2024
As of December 31, 2023
Weighted average remaining lease term
4.4
years
5.0
years
Weighted average discount rate
2.72
%
2.34
%
8. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
At December 31, 2024 and 2023, the carrying amount of the Company’s goodwill was $ 155.8 million, respectively.
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. It was determined during the annual impairment testing that no impairment was needed for the years ended December 31, 2024, 2023 and 2022.
The following table presents the change in Goodwill for the years ended December 31, 2024, 2023 and 2022:
Year Ended December 31,
(In thousands)
2024
2023
2022
Beginning of year
$
155,797
$
155,797
$
155,797
Impairment
-
-
-
End of year
$
155,797
$
155,797
$
155,797
Other Intangible Assets
The following table presents the carrying amount and accumulated amortization of intangible assets that are amortizable, all of which are core deposit intangibles:
(In thousands)
December 31, 2024
December 31, 2023
Gross carrying value
$
10,204
$
10,204
Accumulated amortization
( 6,308 )
( 5,145 )
Net carrying amount
$
3,896
$
5,059
Amortization expense recognized on intangible assets was $ 1.2 million, $ 1.4 million and $ 1.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
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Estimated amortization expense for 2025 through 2029 and thereafter is as follows:
(In thousands)
2025
$
958
2026
795
2027
664
2028
560
2029
475
Thereafter
444
Total
$
3,896
9. RESTRICTED STOCK
The following is a summary of restricted stock:
Year Ended December 31,
(In thousands)
2024
2023
FHLBNY capital stock
$
41,794
$
73,475
FRB capital stock
27,147
25,110
ACBB capital stock
165
165
Restricted stock
$
69,106
$
98,750
FHLBNY Capital Stock
The Bank is a member of the FHLBNY. Membership requires the purchase of shares of FHLBNY capital stock at $ 100 per share. Members are required to own a particular amount of stock based on the level of borrowings and other factors. The Bank decreased its outstanding FHLBNY advances by $ 705.0 million during the year ended December 31, 2024, resulting in a decrease of required FHLBNY stock. The Bank owned 417,937 shares and 734,751 shares at December 31, 2024 and 2023, respectively. The Bank recorded dividend income on the FHLBNY capital stock of $ 5.1 million, $ 5.4 million and $ 853 thousand during the years ended December 31, 2024, 2023 and 2022, respectively.
FRB Capital Stock
The Bank is a member of the FRB. Membership requires the purchase of shares of FRB capital stock at $ 50 per share. The Bank owned 542,943 shares at December 31, 2024 and 502,197 shares at December 31, 2023. The Bank recorded dividend income on the FRB capital stock of $ 1.1 million, $ 1.0 million, and $ 828 thousand during the years ended December 31, 2024, 2023, and 2022, respectively.
ACBB Capital Stock
The Bank has a relationship with ACBB. The relationship requires the purchase of shares of ACBB capital stock between $ 2,500 and $ 3,250 per share. The Bank owned 60 shares at December 31, 2024 and 2023. The Bank did no t record dividend income on the ACBB capital stock during the year ended December 31, 2024. The Bank recorded dividend income on the ACBB capital stock of $ 2 thousand during the year ended December 31, 2023, and $ 1 thousand during the year ended December 31, 2022.
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10. DEPOSITS
Deposits are summarized as follows:
Year Ended December 31,
2024
2023
Weighted
Weighted
Average
Average
(Dollars in thousands)
Rate
Liability
Rate
Liability
Savings (1)
2.98
%
$
1,927,909
3.67
%
$
2,335,490
CDs
3.73
1,069,081
4.43
1,607,683
Money market
3.01
4,198,784
3.46
3,125,996
Interest-bearing checking
1.92
1,079,823
0.77
515,987
Non-interest-bearing checking (1)
—
3,410,544
—
2,945,499
Total
2.09
%
$
11,686,141
2.56
%
$
10,530,655
(1) Includes mortgage escrow deposits .
The following table presents a summary of scheduled maturities of CDs outstanding at December 31, 2024:
Maturing
Weighted Average
(Dollars in thousands)
Balance
Interest Rate
2025
$
873,750
3.91
%
2026
75,616
2.53
2027
12,401
1.44
2028
103,163
3.50
2029
4,139
0.36
2030 and beyond
12
1.34
Total
$
1,069,081
3.73
%
CDs that met or exceeded the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250 thousand were $ 93.3 million and $ 115.3 million at December 31, 2024 and 2023, respectively.
11. DERIVATIVES AND HEDGING ACTIVITIES
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposure to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loan portfolio.
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. The Company engages in fair value hedges, cash flow hedges and freestanding derivatives.
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Table of Contents
Effect of Derivatives on the Consolidated Statements of Financial Condition
The tables below present the notional amounts and the fair values of the Company’s derivative financial instruments as of December 31, 2024 and December 31, 2023.
December 31, 2024
December 31, 2023
Notional
Fair Value
Notional
Fair Value
(In thousands)
Amount
Assets
Amount
Assets
Derivatives designated as hedging instruments:
Cash flow hedges - interest rate products
$
150,000
$
8,318
$
150,000
$
12,492
Derivatives not designated as hedging instruments:
Interest rate products
1,665,949
108,178
1,682,961
114,671
December 31, 2024
December 31, 2023
Notional
Fair Value
Notional
Fair Value
(In thousands)
Amount
Liabilities
Amount
Liabilities
Derivatives designated as hedging instruments:
Fair value hedges - interest rate products
$
500,000
$
—
$
500,000
$
6,594
Cash flow hedges - interest rate products
350,000
159
200,000
5,031
Derivatives not designated as hedging instruments:
Interest rate products
1,665,949
108,178
1,682,961
114,671
Risk participations
141,080
10
93,891
24
Effect of Fair Value and Cash Flow Hedge Accounting on the Consolidated Statements of Operations
The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations as of December 31, 2024 and December 31, 2023.
Year Ended December 31,
2024
2023
Interest
Interest
Interest
Interest
(In thousands)
Income
Expense
Income
Expense
Effects of fair value or cash flow hedges are recorded
$
1,607
$
10,008
$
561
2,092
The effects of fair value and cash flow hedging:
Gain or (loss) on fair value hedging relationships
Interest contracts:
Hedged items
( 3,976 )
—
6,591
—
Derivatives designated as hedging instruments
5,583
—
( 6,030 )
—
Gain or (loss) on cash flow hedging relationships
Interest contracts:
Loss reclassified from AOCI into income
—
10,008
—
2,092
Fair Value Hedges
The Company uses fair value hedges to protect against changes in fair value of certain interest rate sensitive assets. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount.
For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.
As of December 31, 2024 and December 31, 2023, the Company posted $ 2.7 million and $ 6.5 million, respectively to the Chicago Mercantile Exchange ("CME") clearing house related to the fair value derivatives settled daily to market. The
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Table of Contents
Company pays an average fixed rate of 4.82 % and receives a floating rate based on the US federal funds effective rate for the life of the agreement without an exchange of the underlying notional amount.
The amortized cost basis of the closed portfolio of the fixed rate mortgage loans on December 31, 2024 totaled $ 692.2 million. The amount identified as the last-of-layer in the open hedge relationship was $ 500.0 million, which is the amount of loans in the closed portfolio anticipated to be outstanding for the designated hedge period. The basis adjustment associated with the hedged item was a $ 2.6 million asset as of December 31, 2024, which would be allocated across the entire remaining closed pool upon termination or maturity of the hedged relationship.
The amortized cost basis of the closed portfolio of the fixed rate mortgage loans on December 31, 2023 totaled $ 729.5 million. The amount identified as the last-of-layer in the open hedge relationship was $ 500.0 million, which is the amount of loans in the closed portfolio anticipated to be outstanding for the designated hedge period. The basis adjustment associated with the hedged item was a $ 6.6 million asset as of December 31, 2023, which would be allocated across the entire remaining closed pool upon termination or maturity of the hedged relationship.
During the years ended December 31, 2024 and 2023, the Company recorded a $ 1.6 million and $ 561 thousand, respectively, credit from the swap transaction as a component of interest income in the consolidated statements of operations, respectively.
As of December 31, 2024 and 2023, the following amounts were recorded on the consolidated statements of financial condition related to cumulative basis adjustment for fair value hedges:
Year Ended December 31,
2024
2023
(In thousands)
Carrying Amount of the Hedged Assets
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets
Carrying Amount of the Hedged Assets
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets
Fixed Rate Loans
$
694,774
$
2,615
$
736,098
$
6,591
Cash Flow Hedges
The Company uses cash flow hedges to protect against variability in cash flows associated with existing or forecasted issuances of short-term borrowing. Cash flow hedges on liabilities involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) 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 $ 6.1 million will be reclassified as a decrease to interest expense.
During the years ended December 31, 2024, 2023 and 2022, the Company did no t terminate any derivatives.
The table below presents the effect of the cash flow hedge accounting on accumulated other comprehensive loss as of December 31, 2024, 2023 and 2022.
Year Ended December 31,
(In thousands)
2024
2023
2022
(Loss) gain recognized in other comprehensive income (loss)
$
( 8,453 )
$
( 11,782 )
$
14,412
(Loss) gain reclassified from other comprehensive income into interest expense
( 10,008 )
( 2,092 )
1,621
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All cash flow hedges are recorded gross on the Consolidated statement of financial condition.
Certain cash flow hedges involve derivative agreements with third-party counterparties that contain provisions requiring the Company to post cash collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. As of December 31, 2024 and 2023, the Company did no t post collateral to the third-party counterparties. As of December 31, 2024 and 2023, the Company received $ 9.1 million and $ 13.5 million, respectively, in collateral from its third-party counterparties under the agreements in a net asset position. Additionally, the Bank entered certain cash flow hedges that are CME exchanged and settled daily to market. As of December 31, 2024, the Company posted $ 856 thousand to the CME clearing house that are accounted for as settlements of the derivative asset. As of December 31, 2023, the Company posted $ 4.9 million to the CME clearing house that are accounted for as settlements of the derivative liabilities.
Freestanding Derivatives
The Company maintains an interest-rate risk protection program for its loan portfolio in order to offer loan level derivatives with certain borrowers and to generate loan level derivative income. The Company enters into interest rate swap or interest rate floor agreements with borrowers. These interest rate derivatives are designed such that the borrower synthetically attains a fixed-rate loan, while the Company receives floating rate loan payments. The Company offsets the loan level interest rate swap exposure by entering into an offsetting interest rate swap or interest rate floor with an unaffiliated and reputable bank counterparty. These interest rate derivatives do not qualify as designated hedges, under ASC 815; therefore, each interest rate derivative is accounted for as a freestanding derivative. The notional amounts of the interest rate derivatives do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate derivative agreements. The following tables reflect freestanding derivatives included in the consolidated statements of financial condition as of the dates indicated:
December 31, 2024
Notional
Fair Value
Fair Value
(Dollars in thousands)
Count
Amount
Assets
Liabilities
Included in derivative assets/liabilities:
Loan level interest rate swaps with borrower
23
$
321,745
$
3,704
$
—
Loan level interest rate swaps with borrower
202
1,344,204
—
104,474
Loan level interest rate swaps with third-party counterparties
23
321,745
—
3,704
Loan level interest rate swaps with third-party counterparties
202
1,344,204
104,474
—
December 31, 2023
Notional
Fair Value
Fair Value
(Dollars in thousands)
Count
Amount
Assets
Liabilities
Included in derivative assets/liabilities:
Loan level interest rate swaps with borrower
49
$
491,394
$
10,985
$
—
Loan level interest rate swaps with borrower
178
1,121,085
—
103,570
Loan level interest rate floors with borrower
2
29,721
—
—
Loan level interest rate floors with borrower
7
40,761
—
116
Loan level interest rate swaps with third-party counterparties
49
491,394
—
10,985
Loan level interest rate swaps with third-party counterparties
178
1,121,085
103,570
—
Loan level interest rate floors with third-party counterparties
2
29,721
—
—
Loan level interest rate floors with third-party counterparties
7
40,761
116
—
Loan level derivative income is recognized on the mark-to-market of the interest rate swap as a fair value adjustment at the time the transaction is closed. Total loan level derivative income is included in non-interest income as follows:
Year Ended December 31,
(In thousands)
2024
2023
2022
Loan level derivative income
$
2,114
$
7,081
$
3,637
The interest rate swap product with the borrower is cross collateralized with the underlying loan and, therefore, there is no posted collateral. Certain interest rate swap agreements with third-party counterparties contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. As of December 31, 2024 and 2023, the Company did no t post collateral to its third-party
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counterparties. As of December 31, 2024 and 2023, the Company received $ 103.3 million and $ 94.7 million, respectively, in collateral from its third-party counterparties under the agreements in a net asset position.
Risk Participation Agreements
The Company enters into risk participation agreements to manage economic risks but does not designate the instruments in hedge relationships. As of December 31, 2024 and December 31, 2023, the notional amounts of risk participation agreements for derivative liabilities were $ 141.1 million and $ 93.9 million, respectively. The related fair values of the Company’s risk participation agreements as of December 31, 2024 and December 31, 2023 were $ 10 thousand and $ 24 thousand, respectively.
Credit Risk Related Contingent Features
The Company’s agreements with each of its derivative counterparties state that if the Company defaults on any of its indebtedness, it could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty.
The Company’s agreements with certain of its derivative counterparties state that if the Bank fails to maintain its status as a well-capitalized institution, the Bank could be required to terminate its derivative positions with the counterparty.
For derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, any breach of the above provisions by the Company may require settlement of its obligations under the agreements at the termination value with the respective counterparty. As of December 31, 2024, there were no derivatives in a net liability position, and therefore the termination value was zero . There were no provisions breached for the year ended December 31, 2024.
12. FHLBNY ADVANCES
The Bank had borrowings from the FHLBNY (“Advances”) totaling $ 608.0 million and $ 1.31 billion at December 31, 2024 and 2023, respectively, all of which were fixed rate. In accordance with its Advances, Collateral Pledge and Security Agreement with the FHLBNY, the Bank was eligible to borrow or secure municipal letters of credit up to $ 3.87 billion as of December 31, 2024 and $ 4.09 billion as of December 31, 2023, and maintained sufficient qualifying collateral, as defined by the FHLBNY. We pledge real estate loans including Residential, Multifamily and CRE. At December 31, 2024 there were no callable Advances and the Bank had $ 1.84 billion of remaining borrowing capacity through the FHLBNY.
During the year ended December 31, 2024, the Company had $454 thousand of prepayment penalty expense recognized as a loss on extinguishment of debt. During the years ended December 31, 2023 and 2022, the Company did not have any prepayment penalty expense recognized as a loss on extinguishment of debt.
The following table is a summary of FHLBNY extinguishments for the periods presented:
Year Ended December 31,
(Dollars in thousands)
2024
2023
2022
FHLBNY advances extinguished
$
1,805,000
$
-
$
-
Weighted average rate
5.28
%
-
%
-
%
Loss on extinguishment of debt
$
454
$
-
$
-
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The following table presents the contractual maturities of FHLBNY advances for each of the next five years.
(Dollars in thousands)
December 31, 2024
December 31, 2023
2024, fixed rate at rates from 4.85 % to 5.67 %
—
1,265,000
Overnight, fixed rate at 4.67 %
100,000
—
2025, fixed rate at rates from 4.54 % to 4.84 %
400,000
—
2027, fixed rate at 4.25 %
36,000
36,000
2028, fixed rate at 4.04 %
12,000
12,000
2029, fixed rate at rates from 3.98 % to 4.03 %
60,000
—
Total FHLBNY advances
$
608,000
$
1,313,000
Total FHLBNY advances had a weighted average interest rate of 4.58 % and 5.23 % at December 31, 2024 and December 31, 2023, respectively.
13. SUBORDINATED DEBENTURES
On June 28, 2024, the Company issued $ 65.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due 2034 (“the 2024 Notes”). The 2024 Notes are callable at par after five years , have a stated maturity of July 15, 2034, and bear interest at a fixed annual rate of 9.00 % per year, payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, commencing on October 15, 2024. The last interest payment for the fixed rate period will be July 15, 2029. From and including July 15, 2029, to, but excluding the stated maturity date or any earlier 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 495.1 basis points, payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, commencing on October 15, 2029.
Subsequently, on July 9, 2024, the Company issued and sold an additional $ 9.8 million of the 2024 Notes, pursuant to an overallotment option granted to the underwriters of the offering. Including the overallotment option, the total gross proceeds from the offering were $ 74.8 million, before discounts and offering expenses.
On May 6, 2022, the Company issued $ 160.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due 2032 (“the Notes”). The Notes are callable at par after five years , have a stated maturity of May 15, 2032 and bear interest at a fixed annual rate of 5.00 % per year, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2022. The last interest payment for the fixed rate period will be May 15, 2027. From and including May 15, 2027 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the benchmark rate (which is expected to be Three-Month Term SOFR ) plus 218 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2027. The Company used the net proceeds of the offering for the repayment of $ 115.0 million of the Company’s 4.50 % fixed-to-floating rate subordinated notes due 2027 on June 15, 2022, and $ 40.0 million of the Company’s 5.25 % fixed-to-floating rate subordinated debentures due 2025 on June 30, 2022. The repayment of the subordinated notes due 2027 resulted in a pre-tax write-off of debt issuance costs of $ 740 thousand, which was recognized in loss on extinguishment of debt in non-interest expense.
The remaining $ 40.0 million of fixed-to-floating rate subordinated debentures were issued by the Company in September 2015, are callable at par after ten years , have a stated maturity of September 30, 2030, and bear interest at a fixed annual rate of 5.75 % per year, for the first five years . From and including September 30, 2025 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month CME Term SOFR plus 372 basis points.
The subordinated debentures totaled $ 272.3 million at December 31, 2024 and $ 200.2 million at December 31, 2023. Interest expense related to the subordinated debt was $ 13.8 million, $ 10.2 million and $ 10.6 million during the years ended December 31, 2024, 2023 and 2022, respectively. The subordinated debentures are included in tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.
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14. OTHER SHORT-TERM BORROWINGS
Repurchase Agreements
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. There were no repurchase agreements at December 31, 2024 and December 31, 2023.
Repurchase agreements are financing arrangements that at maturity, the securities underlying the agreements are returned to the Bank. The primary risk associated with these secured borrowings is the requirement to pledge a market value-based balance of collateral in excess of the borrowed amount. The excess collateral pledged represents an unsecured exposure to the lending counterparty. As the market value of the collateral changes, both through changes in discount rates and spreads as well as related cash flows, additional collateral may need to be pledged. In accordance with the Bank’s policies, eligible counterparties are defined and monitored to minimize exposure.
There was no interest expense on repurchase agreements for the years ended December 31, 2024 and December 31, 2023. Interest expense on repurchase agreements for the year ended December 31, 2022 was $ 1 thousand.
AFX
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. As of December 31, 2024 and December 31, 2023, the Bank had $ 50.0 million and zero , respectively, of such borrowings outstanding. Interest expense on AFX borrowings for the years ended December 31, 2024, 2023 and 2022 was $ 3 thousand, $ 101 thousand, and $ 1.4 million, respectively.
15. INCOME TAXES
The Company’s consolidated Federal, State and City income tax provisions were comprised of the following:
Year Ended December 31,
(In thousands)
2024
2023
2022
Current expense
Federal
$
20,170
$
24,469
$
39,492
State and city
8,479
15,681
17,205
Total current expense
28,649
40,150
56,697
Deferred expense
Federal
( 5,179 )
1,393
840
State and city
( 1,115 )
( 758 )
1,822
Total deferred expense
( 6,294 )
635
2,662
Total
$
22,355
$
40,785
$
59,359
The preceding table excludes tax effects recorded directly to stockholders’ equity in connection with unrealized gains and losses on securities available-for-sale (including losses on such securities upon their transfer to held-to-maturity), interest rate derivatives, and adjustments to other comprehensive income relating to the minimum pension liability, unrecognized gains of pension and other postretirement obligations and changes in the non-credit component of OTTI. These tax effects are disclosed as part of the presentation of the consolidated statements of changes in stockholders’ equity and comprehensive income.
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The provision for income taxes differed from that computed at the Federal statutory rate as follows:
Year Ended December 31,
(Dollars in thousands)
2024
2023
2022
Tax at federal statutory rate
$
10,802
$
28,745
$
44,502
State and local taxes, net of federal income tax benefit
5,583
12,237
13,699
Benefit plan differences
( 131 )
( 127 )
( 127 )
Investment in BOLI
( 2,179 )
( 2,047 )
( 2,173 )
Surrender of BOLI
7,415
—
—
Equity based compensation
200
79
( 141 )
Salaries deduction limitation
653
2,381
2,054
Other, net
12
( 483 )
1,545
Total
$
22,355
$
40,785
$
59,359
Effective tax rate
43.46
%
29.80
%
28.01
%
The increase in effective tax rate in 2024 was primarily the result of $ 9.1 million of income expense related to the taxable gain and Modified Endowment Contract Tax on the surrender of legacy BOLI assets. Deferred tax assets and liabilities are recorded for temporary differences between the book and tax bases of assets and liabilities. The components of Federal, State and City deferred income tax assets and liabilities were as follows:
December 31,
(In thousands)
2024
2023
Deferred tax assets:
Allowance for credit losses and other contingent liabilities
$
29,013
$
26,926
Tax effect of other components of income on securities available-for-sale
14,251
34,745
Tax effect of other components of income on securities held-to-maturity
6,048
7,216
Operating lease liability
15,034
19,229
Other
3,546
2,603
Total deferred tax assets
67,892
90,719
Deferred tax liabilities:
Tax effect of other components of income on derivatives
3,261
2,368
Employee benefit plans
3,259
1,707
Tax effect of purchase accounting fair value adjustments
( 201 )
1,329
Difference in book and tax carrying value of fixed assets
670
2,230
Difference in book and tax basis of unearned loan fees
2,531
3,239
Operating lease asset
14,179
18,266
States taxes
—
2,166
Other
951
241
Total deferred tax liabilities
24,650
31,546
Net deferred tax asset (recorded in other assets)
$
43,242
$
59,173
The Company and its subsidiary are subject to U.S. federal income tax as well as income tax of the State of New York, City of New York and the State of New Jersey.
Under generally accepted accounting principles, the Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled.
No valuation allowances were recognized on deferred tax assets during the years ended December 31, 2024 or 2023, since, at each period end, it was deemed more likely than not that the deferred tax assets would be fully realized.
In connection with the Merger, the Company acquired a federal net operating loss (“NOL”) carryforward subject to Internal Revenue Code Section 382. The Company recorded a deferred tax asset that it expects to realize within the carryforward period. At December 31, 2024, the remaining federal NOL carryforward was $ 2.0 million. At December 31, 2024, the Company had a New York State and New York City NOL carryforward balance of zero .
At December 31, 2024 and 2023, 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
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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, 2024 be fully recaptured, the Bank would recognize $ 4.8 million in additional income tax expense. The Company expects to take no action in the foreseeable future that would require the establishment of a tax liability associated with these bad debt reserves.
The Company is subject to regular examination by various tax authorities in jurisdictions in which it conducts significant business operations. The Company regularly assesses the likelihood of additional examinations in each of the tax jurisdictions resulting from ongoing assessments.
Under current accounting rules, all tax positions adopted are subjected to two levels of evaluation. 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. The second level of evaluation is the measurement of a tax position that satisfies the more-likely-than-not recognition threshold. This measurement is performed in order to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. The Company had no unrecognized tax benefits as of December 31, 2024 or 2023. The Company does not anticipate any material change to unrecognized tax benefits during the year ended December 31, 2025.
As of December 31, 2024, the tax years ended December 31, 2024, 2023, 2022, and 2021, remained subject to examination by all of the Company's relevant tax jurisdictions. The Company is currently not under audit in any taxing jurisdictions.
16. RETIREMENT AND POSTRETIREMENT PLANS
The Bank maintains two noncontributory pension plans: (i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees. Bank of America, N.A. (“BANA”) was the Trustee for the Employee Retirement Plan and BNB Bank Pension Plan assets as of December 31, 2024 and 2023. The assets of both plans are overseen by the Retirement Committee (“Committee”), comprised of management, who meet quarterly and set investment policy guidelines. Merrill Lynch, Pierce, Fenner & Smith, Inc. (“MLPF&S”) and Blackrock are the investment managers of the assets of both plans. The Committee meets with representatives of MLPF&S and reviews the performance of the plan assets. Pension plan assets include cash and cash equivalents, equities and fixed income securities.
Employee Retirement Plan
The Bank sponsors the Employee Retirement Plan, a tax-qualified, noncontributory, defined-benefit retirement plan. Prior to April 1, 2000, substantially all full-time employees of at least 21 years of age were eligible for participation after one year of service. Effective April 1, 2000, the Bank froze all participant benefits under the Employee Retirement Plan. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the Employee Retirement Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. For the years ended December 31, 2024 and 2023, the Bank used December 31 st as its measurement date for the Employee Retirement Plan.
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The funded status of the Employee Retirement Plan was as follows:
Year Ended December 31,
(In thousands)
2024
2023
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year
$
18,721
$
19,021
Interest cost
847
900
Actuarial (gain) loss
( 1,101 )
384
Benefit payments
( 1,649 )
( 1,584 )
Projected benefit obligation at end of year
16,818
18,721
Plan assets at fair value (investments in trust funds managed by trustee)
Balance at beginning of year
21,303
22,593
Return on plan assets
( 448 )
294
Benefit payments
( 1,649 )
( 1,584 )
Balance at end of year
19,206
21,303
Funded status at end of year
$
2,388
$
2,582
The net periodic cost for the Employee Retirement Plan included the following components:
Year Ended December 31,
(In thousands)
2024
2023
2022
Interest cost
$
847
$
900
$
622
Expected return on plan assets
( 1,429 )
( 1,521 )
( 1,949 )
Amortization of unrealized loss
854
572
261
Net periodic benefit (credit) cost
$
272
$
( 49 )
$
( 1,066 )
The change in accumulated other comprehensive loss that resulted from the Employee Retirement Plan is summarized as follows:
Year Ended December 31,
(In thousands)
2024
2023
Balance at beginning of period
$
( 6,363 )
$
( 5,323 )
Amortization of unrealized loss
854
572
Loss recognized during the year
( 776 )
( 1,612 )
Balance at the end of the period
$
( 6,285 )
$
( 6,363 )
Period end component of accumulated other comprehensive loss, net of tax
$
4,356
$
4,343
Major assumptions utilized to determine the net periodic cost of the Employee Retirement Plan benefit obligations were as follows:
At or for the Year Ended December 31,
2024
2023
2022
Discount rate used for net periodic benefit cost
4.70
%
4.90
%
2.55
%
Discount rate used to determine benefit obligation at period end
5.40
4.70
4.90
Expected long-term return on plan assets used for net periodic benefit cost
7.00
7.00
7.00
Expected long-term return on plan assets used to determine benefit obligation at period end
7.00
7.00
7.00
Plan Assets
At December 31, 2024, the Employee Retirement Plan’s assets included debt securities. Debt securities include corporate bonds, government issues, mortgage-backed securities, and high yield securities.
The weighted average expected long-term rate of return is estimated based on current trends in Employee Retirement Plan assets, as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 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
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representing cumulative returns of approximately 9.0 % and 5.0 %, respectively. These returns were considered along with the target allocations of asset categories. When these overall return expectations were applied to the Employee Retirement Plan’s target allocation, the expected annual rate of return was determined to be 7.00 % at both December 31, 2024 and 2023.
The Bank did not make any contributions to the Employee Retirement Plan during the year ended December 31, 2024. The Bank does not expect to make contributions to the Employee Retirement Plan during the year ending December 31, 2025.
The weighted-average allocation by asset category of the assets of the Employee Retirement Plan was summarized as follows:
December 31,
2024
2023
Asset category:
Debt securities
99
%
100
%
Cash equivalents
1
—
Total
100
%
100
%
The allocation percentages in the above table were consistent with future planned allocation percentages as of December 31, 2024 and 2023, respectively.
The following tables present a summary of the Employee Retirement Plan’s investments measured at fair value on a recurring basis by level within the fair value hierarchy, as of the dates indicated. (See Note 21 for a discussion of the fair value hierarchy).
December 31, 2024
Fair Value Measurements Using:
Quoted
Prices in
Significant
Active Markets for
Other
Significant
Identical
Observable
Unobservable
(In thousands)
Assets (Level 1)
Inputs (Level 2)
Inputs (Level 3)
Total
Description:
Cash and cash equivalents
$
—
$
136
$
—
$
136
Fixed income securities:
Government
19,070
—
—
19,070
Total Plan Assets
$
19,070
$
136
$
—
$
19,206
December 31, 2023
Fair Value Measurements Using:
Quoted
Prices in
Significant
Active Markets for
Other
Significant
Identical
Observable
Unobservable
(In thousands)
Assets (Level 1)
Inputs (Level 2)
Inputs (Level 3)
Total
Description:
Cash and cash equivalents
$
—
$
58
$
—
$
58
Fixed income securities:
Government
21,245
—
—
21,245
Total Plan Assets
$
21,245
$
58
$
—
$
21,303
Benefit payments for the fiscal year ending December 31 st are anticipated to be made as follows:
(In thousands)
2025
$
1,502
2026
1,462
2027
1,431
2028
1,393
2029
1,353
2030 to 2034
6,514
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BNB Bank Pension Plan
During 2012, Bridge amended the BNB Bank Pension Plan by revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered Bridge employees. Additionally, new Bridge employees hired on or after October 1, 2012 were not eligible for the BNB Bank Pension Plan. Effective December 31, 2023, the Bank froze all participant benefits under the BNB Pension Plan, the impact of which is reflected in the recorded curtailment as of December 31, 2023. On December 21, 2023, the Company’s Board of Directors adopted a resolution to terminate the BNB Bank Pension Plan effective December 31, 2023. Retirement benefits of the plan were vested as they were earned. For the years ended December 31, 2024 and 2023, the Bank used December 31 st as its measurement date for the BNB Pension Plan.
The funded status of the BNB Bank Pension Plan was as follows:
Year Ended December 31,
(In thousands)
2024
2023
Reconciliation of projected benefit obligation:
Projected benefit obligation at beginning of year
$
27,282
$
27,920
Service cost
—
564
Interest cost
1,265
1,263
Actuarial gain
( 1,575 )
( 883 )
Curtailment
—
( 446 )
Impact of settlement
( 5,481 )
—
Benefit payments
( 1,040 )
( 1,136 )
Projected benefit obligation at end of year
20,451
27,282
Plan assets at fair value (investments in trust funds managed by trustee)
Balance at beginning of year
38,170
38,572
Return on plan assets
( 1,542 )
734
Impact of settlement
( 5,481 )
—
Benefit payments
( 1,040 )
( 1,136 )
Balance at end of year
30,107
38,170
Funded status at end of year
$
9,656
$
10,888
The net periodic cost for the BNB Bank Pension Plan included the following components:
Year Ended December 31,
(In thousands)
2024
2023
Service cost
$
—
$
564
Interest cost
1,265
1,263
Expected return on plan assets
( 2,726 )
( 2,760 )
Net periodic benefit credit
$
( 1,461 )
$
( 933 )
Settlement loss recognized
1,215
—
Total benefit cost
$
( 246 )
$
( 933 )
The change in accumulated other comprehensive income that resulted from the BNB Bank Pension Plan is summarized as follows:
Year Ended December 31,
(In thousands)
2024
2023
Balance at beginning of period
$
( 3,056 )
$
( 2,358 )
Recognition of gain as a result of settlement
1,215
—
Loss recognized during the year
( 2,693 )
( 698 )
Balance at the end of the period
$
( 4,534 )
$
( 3,056 )
Period end component of accumulated other comprehensive income, net of tax
$
3,143
$
2,087
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Major assumptions utilized to determine the net periodic cost of the BNB Bank Pension Plan benefit obligations were as follows:
At or for the Year Ended December 31,
2024
2023
Discount rate used for net periodic benefit cost
4.79
%
4.98
%
Discount rate used to determine benefit obligation at period end
5.47
4.79
Expected long-term return on plan assets used for net periodic benefit cost
7.25
7.25
Expected long-term return on plan assets used to determine benefit obligation at period end
7.25
7.25
Plan Assets
At December 31, 2024, the BNB Bank Pension Plan’s assets included cash equivalents and debt securities.
The weighted average expected long-term rate of return is estimated based on current trends in BNB Bank Pension Plan assets, as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by Actuarial Standard of Practice No. 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. These returns were considered along with the target allocations of asset categories. When these overall return expectations were applied to the BNB Bank Pension Plan’s target allocation, the expected annual rate of return was determined to be 7.25 % at December 31, 2024 and 2023.
The Bank did not make any contributions to the BNB Bank Pension Plan during the year ended December 31, 2024. The Bank does not expect to make contributions to the BNB Bank Pension Plan during the year ending December 31, 2025.
The weighted-average allocation by asset category of the assets of the BNB Bank Pension Plan was summarized as follows:
December 31,
2024
2023
Asset category:
Debt securities
96
%
99
%
Cash equivalents
4
1
Total
100
%
100
%
The following tables present a summary of the BNB Bank Pension Plan’s investments measured at fair value on a recurring basis by level within the fair value hierarchy, as of the dates indicated. (See Note 21 for a discussion of the fair value hierarchy).
Fair Value Measurements
at December 31, 2024
Quoted
Prices in
Significant
Active Markets for
Other
Significant
Identical
Observable
Unobservable
(In thousands)
Assets (Level 1)
Inputs (Level 2)
Inputs (Level 3)
Total
Description:
Cash and cash equivalents
$
—
$
1,062
$
—
$
1,062
Fixed income securities:
Government
29,045
—
—
29,045
Total Plan Assets
$
29,045
$
1,062
$
—
$
30,107
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Fair Value Measurements
at December 31, 2023
Quoted
Prices in
Significant
Active Markets for
Other
Significant
Identical
Observable
Unobservable
(In thousands)
Assets (Level 1)
Inputs (Level 2)
Inputs (Level 3)
Total
Description:
Cash and cash equivalents
$
—
$
317
$
—
$
317
Fixed income securities:
Government
37,853
—
—
37,853
Total Plan Assets
$
37,853
$
317
$
—
$
38,170
Benefit payments for the fiscal year ending December 31 st are anticipated to be made as follows:
(In thousands)
2025
$
1,128
2026
1,302
2027
1,207
2028
1,294
2029
1,300
2030 to 2034
7,689
401(k) Plan
The Company maintains a 401(k) Plan (the “401(k) Plan”) that existed before the Merger. The 401(k) Plan covers substantially all current employees. Newly hired employees are automatically enrolled in the plan on the first day of the month following the 60 th day of employment, unless they elect not to participate. Participants may contribute a portion of their pre-tax base salary, generally not to exceed $ 23,000 for the calendar year ended December 31, 2024. Under the provisions of the 401(k) plan, employee contributions are partially matched by the Bank as follows: 100 % of each employee’s contributions up to 1 % of each employee’s compensation plus 50 % of each employee’s contributions over 1 % but not in excess of 6 % of each employee’s compensation for a maximum contribution of 3.5 % of a participating employee’s compensation. Participants can invest their account balances into several investment alternatives. The 401(k) plan does not allow for investment in the Company’s common stock. Legacy Dime employees were allowed to rollover Company common stock shares in-kind held in the former Dime Community Bank KSOP Plan (“Dime KSOP Plan”) and hold in the 401(k) Plan. The 401(k) held Company common stock within the accounts of participants totaling $ 6.6 million and $ 6.3 million at December 31, 2024 and 2023, respectively. Total expense recognized as a component of salaries and employee benefits expense for the 401(k) Plan was $ 3.0 million during the year ended December 31, 2024 and $ 2.5 million during the year December 31, 2023, and $ 2.3 million during the year ended December 31, 2022.
17. STOCK-BASED COMPENSATION
In May 2021, the Company’s stockholders approved the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) to provide the Company with sufficient equity compensation to meet the objectives of appropriately incentivizing its officers, other employees, and directors to execute our strategic plan to build shareholder value, while providing appropriate shareholder protections. The Company no longer makes grants under the Legacy Stock Plans. Awards outstanding under the Legacy Stock Plans will continue to remain outstanding and subject to the terms and conditions of the Legacy Stock Plans. An additional 1,185,000 shares of common stock were reserved to be issued under the 2021 Equity Incentive Plan following stockholder approval at the Annual Meeting of Shareholders on May 23, 2024. At December 31, 2024, there were 1,493,586 shares reserved for issuance under the 2021 Equity Incentive Plan.
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Stock Option Activity
The following table presents a summary of activity related to stock options granted under the Legacy Stock Plans, and changes during the period then ended:
Weighted-
Average
Weighted-
Remaining
Aggregate
Number of
Average Exercise
Contractual
Intrinsic
(Dollars in thousands except share and per share amounts)
Options
Price
Years
Value
Options outstanding at January 1, 2024
26,995
$
35.39
5.2
—
Options exercised
—
—
Options forfeited
—
—
Options outstanding at December 31, 2024
26,995
$
35.39
4.2
$
—
Options vested and exercisable at December 31, 2024
26,995
$
35.39
4.2
$
—
Information related to stock options during each period is as follows:
Year Ended December 31,
(In thousands)
2024
2023
2022
Cash received for option exercise cost
$
—
$
—
$
—
Income tax (expense) benefit recognized on stock option exercises
—
—
—
Intrinsic value of options exercised
—
—
—
The range of exercise prices and weighted-average remaining contractual lives of both outstanding and vested options (by option exercise cost) as of December 31, 2024 were as follows:
Outstanding Options
Vested Options
Weighted
Weighted
Average
Average
Number
Contractual
Number
Contractual
of
Years
of
Years
Options
Remaining
Options
Remaining
Exercise Prices:
$ 34.87
10,061
5.1
10,061
5.1
$ 35.35
9,802
4.1
9,802
4.1
$ 36.19
7,132
3.1
7,132
3.1
Total
26,995
4.2
26,995
4.2
Restricted Stock Awards
The Company has made RSA grants to outside Directors and certain officers under the Legacy Stock Plans and the 2021 Equity Incentive Plan. Typically, awards to outside Directors fully vest on the first anniversary of the grant date, while awards to officers vest over a pre-determined requisite period. All awards were made at the fair value of the Company’s common stock on the grant date. Compensation expense on all RSAs is based upon the fair value of the shares on the respective dates of the grant.
The following table presents a summary of activity related to the RSAs granted, and changes during the period then ended:
Weighted-
Average
Number of
Grant-Date
Shares
Fair Value
Unvested allocated shares outstanding at January 1, 2024
356,795
$
26.88
Shares granted
319,924
20.62
Shares vested
( 170,540 )
26.98
Shares forfeited
( 35,943 )
24.15
Unvested allocated shares outstanding at December 31, 2024
470,236
$
22.79
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Information related to RSAs during each period is as follows:
Year Ended December 31,
(In thousands)
2024
2023
2022
Compensation expense recognized
$
5,780
$
4,003
$
3,516
Income tax expense recognized on vesting of RSAs
( 317 )
( 188 )
( 10 )
As of December 31, 2024, there was $ 5.6 million of total unrecognized compensation cost related to unvested RSAs to be recognized over a weighted-average period of 1.7 years.
Performance-Based Share Awards
The Company maintains a Long Term Incentive Plan (“LTIP”) for certain officers, which meets the criteria for equity-based accounting. For each award, threshold ( 50 % of target), target ( 100 % of target) and stretch ( 150 % of target) opportunities are eligible to be earned over a three-year performance period based on the Company’s relative performance on certain goals that were established at the onset of the performance period and cannot be altered subsequently. Shares of common stock are issued on the grant date and held as unvested stock awards until the end of the performance period. Shares are issued at the stretch opportunity in order to ensure that an adequate number of shares are allocated for shares expected to vest at the end of the performance period. Compensation expense on PSAs is based upon the fair value of the shares on the date of the grant for the expected aggregate share payout as of the period end.
During the year ended December 31, 2024 and 2023, 96,049 shares and 195,066 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:
Weighted-
Average
Number of
Grant-Date
Shares
Fair Value
Maximum aggregate share payout at January 1, 2024
222,240
$
20.64
Shares granted
96,049
18.61
Shares forfeited
( 47,054 )
24.75
Shares vested
( 12,371 )
29.97
Maximum aggregate share payout at December 31, 2024
258,864
$
18.69
Minimum aggregate share payout
—
—
Expected aggregate share payout
248,381
$
18.35
Information related to PSAs during each period is as follows:
Year Ended December 31,
(In thousands)
2024
2023
2022
Compensation expense recognized
$
910
$
635
$
760
Income tax (expense) benefit recognized on vesting of PSAs
( 52 )
—
193
As of December 31, 2024, there was $ 2.5 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.
18. EARNINGS PER SHARE
Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average common shares outstanding during the reporting period. Diluted EPS is computed using the same method as basic EPS, but reflects the potential dilution that would occur if "in the money" stock options were exercised and converted into common stock, and prior to 2021, if all likely aggregate PSAs were issued. In determining the weighted average shares outstanding for basic and diluted EPS, treasury shares are excluded. Vested restricted stock award (“RSA”) shares are included in the calculation of the weighted average shares outstanding for basic and diluted EPS. Unvested RSA and performance-based share awards (“PSA”) shares not yet awarded are recognized as a special class of participating
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securities under ASC 260, and are included in the calculation of the weighted average shares outstanding for basic and diluted EPS.
The following is a reconciliation of the numerators and denominators of basic and diluted EPS for the periods presented:
Year Ended December 31,
(In thousands except share and per share amounts)
2024
2023
2022
Net income available to common stockholders
$
21,798
$
88,808
$
145,270
Less: Dividends paid and earnings allocated to participating securities
( 377 )
( 1,240 )
( 1,688 )
Income attributable to common stock
$
21,421
$
87,568
$
143,582
Weighted-average common shares outstanding, including participating securities
39,657,985
38,754,346
38,985,314
Less: weighted-average participating securities
( 724,931 )
( 566,869 )
( 446,480 )
Weighted-average common shares outstanding
38,933,054
38,187,477
38,538,834
Basic EPS
$
0.55
$
2.29
$
3.73
Income attributable to common stock
$
21,421
$
87,568
$
143,582
Weighted-average common shares outstanding
38,933,054
38,187,477
38,538,834
Weighted-average common equivalent shares outstanding
—
—
—
Weighted-average common and equivalent shares outstanding
38,933,054
38,187,477
38,538,834
Diluted EPS
$
0.55
$
2.29
$
3.73
Common and equivalent shares resulting from the dilutive effect of "in-the-money" outstanding stock options are calculated based upon the excess of the average market value of the common stock over the exercise price of outstanding in-the-money stock options during the period.
There were 26,995 , 69,479 and 134,447 weighted-average stock options outstanding for the years ended December 31, 2024, 2023 and 2022, respectively, which were not considered in the calculation of diluted EPS since their exercise prices exceeded the average market price during the period.
19. PREFERRED STOCK
Dime Community Bancshares, Inc. has 5,299,200 shares currently outstanding, or $ 132.5 million in aggregate liquidation preference, of its 5.50 % Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $ 0.01 per share, with a liquidation preference of $ 25.00 per share (the “Preferred Stock”).
The Company expects to pay dividends when, as, and if declared by its board of directors, at a fixed rate of 5.50 % per annum, payable quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year. The Preferred Stock is perpetual and has no stated maturity. The Company may redeem the Preferred Stock at its option at a redemption price equal to $ 25.00 per share, plus any declared and unpaid dividends (without regard to any undeclared dividends), subject to regulatory approval, on or after June 15, 2025 or within 90 days following a regulatory capital treatment event, as described in the prospectus supplement and accompanying prospectus relating to the offering.
20. COMMITMENTS AND CONTINGENCIES
Loan Commitments and Lines of Credit
The contractual amounts of financial instruments with off-balance sheet risk were as follows:
Year Ended December 31,
2024
2023
(In thousands)
Fixed Rate
Variable Rate
Fixed Rate
Variable Rate
Available lines of credit
$
195,714
$
993,637
$
114,880
$
1,072,471
Other loan commitments
33,858
43,975
7,190
89,855
Stand-by letters of credit
31,374
—
38,095
—
At December 31, 2024 and 2023, the Bank had outstanding firm loan commitments that were accepted by borrowers that aggregated to $ 77.8 million and $ 97.0 million, respectively. Substantially all of the Bank’s commitments expire within
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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, business, non-owner-occupied, commercial mixed-use, and one-to-four family residential loans.
At December 31, 2024, the Bank had an available line of credit with the FHLBNY equal to its excess borrowing capacity. At December 31, 2024, this amount approximated $ 1.84 billion.
During the year ended December 31, 2017, the Bank completed a securitization of $ 280.2 million of its multifamily loans through a FHLMC sponsored “Q-deal” securitization. With respect to the securitization transaction, the Company also has continuing involvement through a reimbursement agreement executed with Freddie Mac. To the extent the ultimate resolution of defaulted loans results in contractual principal and interest payments that are deficient, the Company is obligated to reimburse FHLMC for such amounts, not to exceed 10 % of the original principal amount of the loans comprising the securitization pool at the closing date.
Litigation
The Company is subject to certain pending and threatened legal actions which arise out of the normal course of business. Litigation is inherently unpredictable, particularly in proceedings where claimants seek substantial or indeterminate damages, or which are in their early stages. The Company cannot predict with certainty the actual loss or range of loss related to such legal proceedings, the manner in which they will be resolved, the timing of final resolution or the ultimate settlement. Consequently, the Company cannot estimate losses or ranges of losses related to such legal matters, even in instances where it is reasonably possible that a loss will be incurred. In the opinion of management, after consultation with counsel, the resolution of all ongoing legal proceedings will not have a material adverse effect on the consolidated financial condition or results of operations of the Company. The Company accounts for potential losses related to litigation in accordance with GAAP.
21. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 Inputs – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs – Significant other observable inputs such as any of the following: (1) quoted prices for similar assets or liabilities in active markets, (2) quoted prices for identical or similar assets or liabilities in markets that are not active, (3) inputs other than quoted prices that are observable for the asset or liability ( e.g. , interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates), or (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).
Level 3 Inputs – Significant unobservable inputs for the asset or liability. Significant unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Significant unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Securities
The Company’s available-for-sale securities are reported at fair value, which were determined utilizing prices obtained from independent parties. The valuations obtained are based upon market data, and often utilize evaluated pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, pricing applications apply available information such as benchmarking and matrix pricing. The market inputs
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normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (obtained only from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain securities, additional inputs may be used or some market inputs may not be applicable. Prioritization of inputs may vary on any given day based on market conditions.
All MBS, CMOs, treasury securities, and agency notes are guaranteed either implicitly or explicitly by GSEs as of December 31, 2024 and December 31, 2023. In accordance with the Company’s investment policy, corporate securities are rated "investment grade" at the time of purchase and the financials of the issuers are reviewed quarterly. Obtaining market values as of December 31, 2024 and December 31, 2023 for these securities utilizing significant observable inputs was not difficult due to their liquid nature.
Derivatives
Derivatives represent interest rate swaps and estimated fair values are based on valuation models using observable market data as of the measurement date.
The following tables present financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Fair Value Measurements
at December 31, 2024 Using
Level 1
Level 2
Level 3
(In thousands)
Total
Inputs
Inputs
Inputs
Financial Assets:
Securities available-for-sale:
Agency notes
$
9,607
$
—
$
9,607
$
—
Treasury securities
—
—
—
—
Corporate securities
163,949
—
163,949
—
Pass-through MBS issued by GSEs
300,221
—
300,221
—
Agency CMOs
191,888
—
191,888
—
State and municipal obligations
25,028
—
25,028
—
Derivative – cash flow hedges
8,318
—
8,318
—
Derivative – freestanding derivatives, net
108,178
—
108,178
—
Financial Liabilities:
Derivative – fair value hedges
—
—
—
—
Derivative – cash flow hedges
159
—
159
—
Derivative – freestanding derivatives, net
108,178
108,178
Derivative – risk participations
10
—
10
—
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Fair Value Measurements
at December 31, 2023 Using
Level 1
Level 2
Level 3
(In thousands)
Total
Inputs
Inputs
Inputs
Financial Assets:
Securities available-for-sale:
Agency Notes
$
9,371
$
—
$
9,371
$
—
Treasury securities
234,190
—
234,190
—
Corporate securities
151,170
—
151,170
—
Pass-through MBS issued by GSEs
205,285
—
205,285
—
Agency CMOs
259,415
—
259,415
—
State and municipal obligations
26,809
—
26,809
—
Derivative – cash flow hedges
7,461
—
7,461
—
Derivative – freestanding derivatives, net
114,671
—
114,671
—
Financial Liabilities:
Derivative – fair value hedge
6,594
—
6,594
—
Derivative – cash flow hedges
5,031
—
5,031
—
Derivative – freestanding derivatives, net
114,671
—
114,671
—
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. Financial assets measured at fair value on a non-recurring basis include certain individually evaluated loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral.
December 31, 2024
Fair Value Measurements Using:
Quoted Prices
In Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Carrying
Assets
Inputs
Inputs
(In thousands)
Value
(Level 1)
(Level 2)
(Level 3)
Individually evaluated loans
$
7,584
$
—
$
—
$
7,584
December 31, 2023
Fair Value Measurements Using:
Quoted Prices
In Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Carrying
Assets
Inputs
Inputs
(In thousands)
Value
(Level 1)
(Level 2)
(Level 3)
Individually evaluated loans
$
6,336
$
—
$
—
$
6,336
Individually evaluated loans with an allowance for credit losses at December 31, 2024 had a carrying amount of $ 7.6 million, which is made up of the outstanding balance of $ 9.7 million, net of a valuation allowance of $ 2.1 million. Collateral dependent individually analyzed loans as of December 31, 2024 resulted in a credit loss recovery of $ 194 thousand, which is included in the amounts reported in the consolidated statements of operations for the year ended December 31, 2024.
Individually evaluated loans with an allowance for credit losses at December 31, 2023 had a carrying amount of $ 6.3 million, which is made up of the outstanding balance of $ 7.3 million, net of a valuation allowance of $ 1.0 million. Collateral dependent individually analyzed loans as of December 31, 2023 resulted in a credit loss recovery of $ 371 thousand, which is included in the amounts reported in the consolidated statements of operations for the year ended December 31, 2023.
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Financial Instruments Not Measured at Fair Value
The following tables present the carrying amounts and estimated fair values of financial instruments other than those measured at fair value on either a recurring or nonrecurring basis for the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Fair Value Measurements
at December 31, 2024 Using
Carrying
Level 1
Level 2
Level 3
(In thousands)
Amount
Inputs
Inputs
Inputs
Total
Financial Assets:
Cash and due from banks
$
1,283,571
$
1,283,571
$
—
$
—
$
1,283,571
Securities held-to-maturity
637,339
—
552,277
—
552,277
Loans held for sale
22,625
—
—
22,625
22,625
Loans held for investment, net
10,775,608
—
—
10,354,366
10,354,366
Accrued interest receivable
55,970
—
6,676
49,294
55,970
Financial Liabilities:
Savings, money market and checking accounts (1)
10,617,060
10,617,060
—
—
10,617,060
CDs
1,069,081
—
1,066,630
—
1,066,630
FHLBNY advances
608,000
—
608,908
—
608,908
Subordinated debt, net
272,325
—
257,464
—
257,464
Other short-term borrowings
50,000
50,000
—
—
50,000
Accrued interest payable
8,586
—
8,586
—
8,586
(1) Includes mortgage escrow deposits.
Fair Value Measurements
at December 31, 2023 Using
Carrying
Level 1
Level 2
Level 3
(In thousands)
Amount
Inputs
Inputs
Inputs
Total
Financial Assets:
Cash and due from banks
$
457,547
$
457,547
$
—
$
—
$
457,547
Securities held-to-maturity
594,639
—
516,930
—
516,930
Loans held for sale
10,159
—
—
10,159
10,159
Loans held for investment, net
10,695,349
—
—
10,305,026
10,305,026
Accrued interest receivable
55,666
—
6,593
49,073
55,666
Financial Liabilities:
Savings, money market and checking accounts (1)
8,922,972
8,922,972
—
—
8,922,972
CDs
1,607,683
—
1,602,087
—
1,602,087
FHLBNY advances
1,313,000
—
1,312,940
—
1,312,940
Subordinated debt, net
200,196
—
160,696
—
160,696
Accrued interest payable
17,298
—
17,298
—
17,298
(1) Includes mortgage escrow deposits.
22. REGULATORY CAPITAL MATTERS
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital requirements that involve quantitative measures of the Company’s and Bank’s assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications also are subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total, tier 1, and common equity tier 1 capital to risk-weighted assets and of tier 1 capital to average assets. Tier 1 capital, risk-weighted assets and average assets are as defined by regulation. The required
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minimums for the Company and Bank are set forth in the tables that follow. The Company and the Bank met all capital adequacy requirements at December 31, 2024 and 2023.
Under the Basel III Capital Rules the Company and the Bank are subject to the following minimum capital to risk-weighted assets ratios: a) 4.5 % based on common equity tier 1 capital ("CET1"); b) 6.0 % based on tier 1 capital; and c) 8.0 % based on total regulatory capital. A minimum leverage ratio (tier 1 capital as a percentage of total average assets) of 4.0 % is also required under the Basel III Capital Rules. The Basel III Capital Rules additionally require institutions to retain a capital conservation buffer, composed of CET1, of 2.5 % above these required minimum capital ratio levels. Including the capital conservation buffer, the Company and the Bank effectively have the following minimum capital to risk-weighted assets ratios: a) 7.0 % based on CET1; b) 8.5 % based on tier 1 capital; and c) 10.5 % based on total regulatory capital.
The Company and the Bank made the one-time, permanent election to continue to exclude the effects of accumulated other comprehensive income or loss items included in stockholders’ equity for the purposes of determining the regulatory capital ratios.
As of December 31, 2024, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, tier 1 risk-based, common equity tier 1 risk-based, and tier 1 leverage ratios as set forth in the tables below. Since that notification, there are no conditions or events that management believes have changed the institution’s category.
The following tables present actual capital levels and minimum required levels for the Company and the Bank under Basel III rules at December 31, 2024 and 2023:
At December 31, 2024
For Capital
To Be Categorized
Actual
Adequacy Purposes (1)
as “Well Capitalized” (1)
Minimum
Minimum
(Dollars in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Tier 1 capital / % of average total assets
Bank
$
1,469,047
10.7
%
$
546,759
4.0
%
$
683,449
5.0
%
Consolidated Company
1,283,038
9.4
547,024
4.0
N/A
N/A
Common equity Tier 1 capital / % of risk-weighted assets
Bank
1,469,047
13.9
474,269
4.5
685,055
6.5
Consolidated Company
1,166,469
11.1
474,521
4.5
N/A
N/A
Tier 1 capital / % of risk-weighted assets
Bank
1,469,047
13.9
632,358
6.0
843,144
8.0
Consolidated Company
1,283,038
12.2
632,694
6.0
N/A
N/A
Total capital / % of risk-weighted assets
Bank
1,560,876
14.8
843,144
8.0
1,053,931
10.0
Consolidated Company
1,649,617
15.6
843,592
8.0
N/A
N/A
(1) In accordance with the Basel III rules.
At December 31, 2023
For Capital
To Be Categorized
Actual
Adequacy Purposes (1)
as “Well Capitalized” (1)
Minimum
Minimum
(Dollars in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Tier 1 capital / % of average total assets
Bank
$
1,331,676
9.8
%
$
544,254
4.0
%
$
680,318
5.0
%
Consolidated Company
1,158,455
8.5
544,529
4.0
N/A
N/A
Common equity Tier 1 capital / % of risk-weighted assets
Bank
1,331,676
12.6
476,168
4.5
687,798
6.5
Consolidated Company
1,041,886
9.8
476,341
4.5
N/A
N/A
Tier 1 capital / % of risk-weighted assets
Bank
1,331,676
12.6
634,890
6.0
846,520
8.0
Consolidated Company
1,158,455
10.9
635,122
6.0
N/A
N/A
Total capital / % of risk-weighted assets
Bank
1,406,581
13.3
846,520
8.0
1,058,151
10.0
Consolidated Company
1,433,361
13.5
846,829
8.0
N/A
N/A
(1) In accordance with the Basel III rules .
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23. CONDENSED HOLDING COMPANY ONLY FINANCIAL STATEMENTS
The following statements of financial condition as of December 31, 2024 and 2023, and the related statements of operations and cash flows for the years ended December 31, 2024, 2023 and 2022, reflect the Holding Company’s investment in its wholly-owned subsidiary, the Bank, using, as deemed appropriate, the equity method of accounting:
DIME COMMUNITY BANCSHARES, INC.
CONDENSED STATEMENTS OF FINANCIAL CONDITION
December 31,
(In thousands)
2024
2023
ASSETS:
Cash and due from banks
$
95,528
$
35,114
Securities available-for-sale, at fair value
2,850
2,693
Investment in subsidiaries
1,578,643
1,395,526
Other assets
6,180
4,401
Total assets
$
1,683,201
$
1,437,734
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Subordinated debt, net
$
272,325
$
200,196
Other liabilities
14,359
11,313
Stockholders’ equity
1,396,517
1,226,225
Total liabilities and stockholders’ equity
$
1,683,201
$
1,437,734
DIME COMMUNITY BANCSHARES, INC.
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (1)
Year Ended December 31,
(In thousands)
2024
2023
2022
Net interest loss
$
( 13,501 )
$
( 9,942 )
$
( 10,394 )
Dividends received from Bank
50,000
60,000
95,000
Non-interest expense
( 1,115 )
( 1,066 )
( 1,720 )
Income before income taxes and equity in undistributed earnings of direct subsidiaries
35,384
48,992
82,886
Income tax credit
5,308
7,822
4,001
Income before equity in undistributed earnings of direct subsidiaries
40,692
56,814
86,887
Equity in undistributed earnings of subsidiaries
( 11,608 )
39,280
65,669
Net income
$
29,084
$
96,094
$
152,556
(1) Comprehensive income for the Holding Company approximated comprehensive income for the consolidated Company during the years ended December 31, 2024, 2023 and 2022.
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DIME COMMUNITY BANCSHARES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(In thousands)
2024
2023
2022
Cash flows from operating activities:
Net income
$
29,084
$
96,094
$
152,556
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of direct subsidiaries
11,608
( 39,280 )
( 65,669 )
Net amortization (accretion)
45
( 87 )
( 111 )
Loss on extinguishment of debt
—
—
740
Increase in other assets
( 1,863 )
( 62 )
( 104 )
Increase (decrease) in other liabilities
803
( 931 )
( 1,096 )
Net cash provided by operating activities
39,677
55,734
86,316
Cash flows from investing activities:
Net cash provided by investing activities
—
—
—
Cash flows from financing activities:
Proceeds from subordinated debentures issuance, net
72,084
—
157,559
Redemption of subordinated debentures
—
—
( 155,000 )
Proceeds from common stock issuance, net
135,764
—
—
Release of stock for benefit plan awards
1,105
1,164
1,167
Payments related to tax withholding for equity awards
( 1,347 )
( 1,258 )
( 1,558 )
Treasury shares repurchased
—
( 947 )
( 46,762 )
Cash dividends paid to preferred stockholders
( 7,286 )
( 7,286 )
( 7,286 )
Cash dividends paid to common stockholders
( 38,036 )
( 37,302 )
( 36,791 )
Other, net
( 141,547 )
—
—
Net cash provided by (used in) financing activities
20,737
( 45,629 )
( 88,671 )
Net increase (decrease) in cash and due from banks
60,414
10,105
( 2,355 )
Cash and due from banks, beginning of period
35,114
25,009
27,364
Cash and due from banks, end of period
$
95,528
$
35,114
$
25,009
4 24. SEGMENT INFORMATION
The Chief Executive Officer, who is designated as the chief operating decision maker (“CODM”), determines the Company’s reportable segment. The Chief Executive Officer along with others in the Company’s executive management evaluates performance and allocates resources based upon analysis of the Company as one operating segment or unit. The activities of the Company comprise one reportable segment, "Community Banking." 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. All the consolidated assets are attributable to the Community Banking segment. The accounting policies of the Community Banking segment are the same as those described in the Note 1 “Summary of Significant Accounting Policies.”
The Company provides a range of community banking services, including commercial and consumer lending, personal and business banking, treasury management and merchant services, and other financial services primarily to individuals, businesses, and municipalities in the Greater Long Island area.
The CODM is provided with the Company’s consolidated statements of financial condition and operations and evaluates the Company’s operating results based on consolidated net interest income, non-interest income, non-interest expense, and net income, which can be seen on the consolidated statement of operations. These results are used to benchmark the Company against its competitors. Other significant non-cash items assessed by the CODM are depreciation, amortization and provision for credit losses consistent with the reporting on the consolidated statements of cash flows. Expenditures for long-lived assets are also evaluated and are consistent with the reporting on the consolidated statements of cash flows. Strategic plans and budget to actual monitoring are evaluated as one reportable segment. The actual results are used in assessing performance of the segment and in establishing management’s compensation. All revenues are derived from
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banking operations within the United States, and for the years ended December 31, 2024, 2023 and 2022, there was no customer that accounted for more than 10% of the Company's consolidated revenue.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.