Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34096 DIME COMMUNITY BANCSHARES, INC. (Exact name of registrant as specified in its charter) New York 11-2934195 898 Vete ...

Financial Data and Key Metrics Changes - The reported net income for the first quarter was $35.5 million, with earnings per share up 12% year-over-year [27] - The net interest margin (NIM) adjusted for purchase accounting was 2.76%, down from 3.14% in the prior quarter, with expectations for further declines in the coming quarters [27] - Core cash operating expenses for Q1 2023 were approximately $47 million, with a core efficiency ratio of 48.9% [11] Business Line Data and Key Metrics Changes - Core noninterest income for the first quarter was approximately $10.4 million, driven by strong swap-related revenue [11] - The company expects to grow loans by approximately $100 million in the second quarter, supported by a loan pipeline of about $1 billion with an average yield of 7.17% [36][40] - The multifamily portfolio remains relatively flat, with zero multifamily loans greater than 60 days delinquent [4] Market Data and Key Metrics Changes - The cumulative deposit beta for the tightening cycle has been approximately 30%, favorably compared to metro New York competitors [5] - Consumer deposits represent 33% of total deposits, with collateralized and insured municipal deposits at 20% [21] Company Strategy and Development Direction - The company aims to enhance its deposit franchise by hiring experienced teams from Signature Bank, managing a book of business at their peak of approximately $1 billion [7] - The strategy includes supporting key clients through various operating environments while prudently growing loans and enhancing full-service relationships [24] - The company is focused on relationship-based banking and plans to roll out a new escrow management commercial system by the end of May [24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in outperforming in potential recessionary environments due to a solid multifamily portfolio and low credit losses [4] - The company has not seen meaningful early warning indicators of credit deterioration, with NPAs and 90-day past dues down to 0.23% [9] - Management anticipates a normalization of the loan-to-deposit ratio over time as prepayments in the multifamily portfolio are expected to increase [8] Other Important Information - The company added approximately $300 million of broker deposits in March to enhance on-balance sheet liquidity [21] - A $3.6 million provision was released this quarter, tied to a reduction in acquired pooled PCD loans, indicating improved credit quality [28] Q&A Session Summary Question: What is the expectation for NIM stabilization? - Management expects a couple of quarters of pressure on NIM, followed by stabilization and improvements in 2024 [30] Question: What is driving the expectation for $100 million in loan growth? - The loan pipeline is approximately $1 billion, with a focus on servicing existing customers and relationship banking [36] Question: How is the company managing its liquidity? - The company is monitoring liquidity levels and does not expect to maintain higher levels than currently observed [54] Question: What is the outlook for the commercial real estate market? - The company has a small office portfolio in Manhattan with a low LTV and has not seen significant weakness in the multifamily market [79]

[Cautionary Note Regarding Forward-Looking Statements](index=5&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) [Forward-Looking Statements Disclaimer](index=5&type=section&id=Forward-Looking%20Statements%20Disclaimer) The report contains forward-looking statements subject to risks and uncertainties that could cause material differences in actual results - The report contains forward-looking statements, identified by words like 'expects,' 'believes,' 'should,' 'plans,' 'anticipates,' 'will,' 'potential,' 'could,' 'intend,' 'may,' 'outlook,' 'predict,' 'project,' 'would,' 'estimated,' 'assumes,' and 'likely'[11](index=11&type=chunk) - Key risk factors include **increased competitive pressure**, inflation and interest rate fluctuations, changes in deposit flows or real estate values, accounting/tax law changes, socio-economic conditions, legislative/regulatory changes, technological challenges, information technology security breaches, difficulties with new business initiatives or acquisitions, and litigation[14](index=14&type=chunk) - The Company has **no obligation to update** any forward-looking statements after the document's date[13](index=13&type=chunk) [PART I](index=7&type=section&id=PART%20I) [Item 1. Business](index=7&type=section&id=Item%201.%20Business) The company operates as a bank holding company offering commercial and consumer banking services in Greater Long Island and New York City - Dime Community Bancshares, Inc is a bank holding company operating through its wholly-owned subsidiary, Dime Community Bank, established in 1910 and headquartered in Hauppauge, New York[17](index=17&type=chunk) - The Bank provides full-service commercial and consumer banking, including deposits and investments in various loan types (commercial real estate, multi-family, residential, commercial, consumer, home equity, construction, land) and securities (MBS, U.S Treasury, municipal, GSE, corporate bonds)[18](index=18&type=chunk) - As of December 31, 2022, the Company operated **59 branch locations** across Long Island and New York City boroughs[21](index=21&type=chunk) [General](index=7&type=section&id=General) This section overviews Dime Community Bancshares, Inc and its subsidiary, detailing their history, services, and the 2021 merger - The Company's mission is to grow by providing exceptional service to customers, employees, and the community, striving for financial excellence and long-term shareholder value[18](index=18&type=chunk) - On February 1, 2021, Legacy Dime merged with Bridge Bancorp, Inc, with Bridge as the surviving corporation renamed 'Dime Community Bancshares, Inc'[19](index=19&type=chunk) - The Bank offers various services including CDARS and ICS programs for FDIC insurance, merchant credit/debit card processing, cash management, online banking, and investment services through Dime Financial Services LLC[18](index=18&type=chunk) [Human Capital Resources](index=7&type=section&id=Human%20Capital%20Resources) The Company employed 823 full-time equivalent employees as of year-end 2022, emphasizing a culture of community and development - As of December 31, 2022, the Company employed **823 full-time equivalent employees**, none of whom are represented by a collective bargaining agreement[22](index=22&type=chunk) - The Company's culture promotes strong community ties, customer focus, accountability, and employee development, with a commitment to diversity and inclusion[24](index=24&type=chunk) - Benefits include a comprehensive package for physical, mental, and financial health, wellness programs, an 8-week summer internship, equity incentive plans, and tuition reimbursement for career development[25](index=25&type=chunk)[26](index=26&type=chunk) [Competition and Principal Market Areas](index=9&type=section&id=Competition%20and%20Principal%20Market%20Areas) The Company operates in the highly competitive Greater Long Island and Manhattan markets, facing numerous larger and local financial institutions - The Company faces intense competition from a significant number of financial institutions, many with greater financial and marketing resources, including local commercial banks, savings banks, credit unions, mortgage brokers, and investment/insurance companies[27](index=27&type=chunk) - The principal market area is Greater Long Island (Kings, Queens, Nassau, Suffolk counties) and Manhattan, with industries such as retail, construction, restaurants, lodging, professional services, real estate, health services, and high-tech manufacturing[28](index=28&type=chunk) - The title insurance subsidiary also competes with other brokers and underwriters in New York State[27](index=27&type=chunk) [Taxation](index=9&type=section&id=Taxation) The Company and its subsidiaries file consolidated income tax returns and are subject to federal, state, and local taxation - The Holding Company, Bank, and most subsidiaries (except the real estate investment trust) report income on a consolidated basis using the accrual method[29](index=29&type=chunk) - They are subject to federal, New York State, New York City, and New Jersey income taxation[29](index=29&type=chunk) - Gains and losses from the sale of available-for-sale securities are generally treated as ordinary income for banks[30](index=30&type=chunk) [Regulation and Supervision](index=11&type=section&id=Regulation%20and%20Supervision) The Company and its bank subsidiary operate under an extensive federal and state regulatory framework governing all aspects of banking [Dime Community Bank](index=11&type=section&id=Dime%20Community%20Bank) The Bank is extensively regulated by the NYSDFS and FRB, governing its lending, investments, capital, and consumer protection activities - The Bank is a New York State-chartered trust company and a member of the Federal Reserve System, subject to regulation by the NYSDFS and FRB[31](index=31&type=chunk) - Deposit accounts are insured up to **$250,000 by the FDIC**, with assessment rates for institutions over $10 billion in assets ranging from 3.5 to 42 basis points effective January 1, 2023[35](index=35&type=chunk)[37](index=37&type=chunk) - Federal regulations require the Bank to meet minimum capital standards: **4.5% Common Equity Tier 1**, **6.0% Tier 1**, **8.0% Total Capital** to risk-based assets, and **4.0% Tier 1 Leverage ratio**, plus a **2.5% capital conservation buffer**[39](index=39&type=chunk)[41](index=41&type=chunk) [Dime Community Bancshares, Inc.](index=19&type=section&id=Dime%20Community%20Bancshares%2C%20Inc.) The Holding Company is regulated by the Federal Reserve Board, subject to consolidated capital requirements and source of strength policies - The Holding Company is subject to the Bank Holding Company Act of 1956 (BHCA) and FRB regulations, including consolidated capital requirements identical to those for subsidiary banks since January 1, 2015[66](index=66&type=chunk)[67](index=67&type=chunk) - FRB policy mandates that a bank holding company serve as a **'source of strength'** to its subsidiary banks, providing capital and support during distress[68](index=68&type=chunk) - The FRB has policies on cash dividends, requiring them to be funded by net income and consistent with capital needs, and requires prior notice for dividends exceeding quarterly earnings or material changes to capital structure[71](index=71&type=chunk)[72](index=72&type=chunk) [Item 1A. Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The Company faces significant risks related to its loan portfolio, interest rates, regulation, debt, strategy, operations, and accounting - The loan portfolio's concentration in Greater Long Island and Manhattan real estate makes the Company vulnerable to local economic downturns and real estate value declines[77](index=77&type=chunk)[78](index=78&type=chunk) - Profitability is highly sensitive to changes in market interest rates, with rising rates potentially increasing interest expense faster than income, and declining rates leading to loan refinancing[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) - The Company faces risks from a highly regulated environment, including potential penalties for non-compliance with laws like CRA and BSA, and increased operating costs due to Dodd-Frank Act requirements[95](index=95&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) [Risks Related to our Loan Portfolio](index=22&type=section&id=Risks%20Related%20to%20our%20Loan%20Portfolio) The loan portfolio's geographic and commercial real estate concentration creates susceptibility to local market downturns and regulatory scrutiny - The Company's non-owner occupied commercial real estate level was **554% of total risk-based capital** at December 31, 2022, potentially leading to increased supervisory scrutiny or capital requirements[79](index=79&type=chunk) - Multi-family real estate loans are exposed to risks from rent control and stabilization legislation, which could impair collateral value or cash flow[81](index=81&type=chunk) - The adoption of the CECL Standard requires periodic estimates of lifetime expected credit losses, and incorrect assumptions could lead to material additions to the allowance for credit losses, decreasing net income[82](index=82&type=chunk) [Risks Related to Interest Rates](index=23&type=section&id=Risks%20Related%20to%20Interest%20Rates) Profitability is vulnerable to interest rate fluctuations affecting net interest income and the transition from LIBOR presents additional risks - During 2022, Federal Reserve monetary tightening policies significantly increased interest rates, which could cause interest income on assets to lag behind interest paid on liabilities[88](index=88&type=chunk) - Changes in interest rates also affect the fair value of the securities portfolio, which totaled **$1.54 billion** as of December 31, 2022[90](index=90&type=chunk) - The discontinuation of LIBOR after June 2023 and transition to SOFR-based replacement benchmarks may incur expenses, lead to customer disputes, and result in different payment outcomes under affected contracts[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) [Risks Related to Regulation](index=24&type=section&id=Risks%20Related%20to%20Regulation) The Company operates in a highly regulated environment where non-compliance with banking laws can lead to significant penalties and restrictions - Federal banking agencies can impose various remedial actions, including increased capital, growth restrictions, civil monetary penalties, or removal of officers/directors, if the Company's financial condition or compliance is deemed unsatisfactory[96](index=96&type=chunk) - Banks with assets over **$10 billion**, like the Company, face additional requirements from the Dodd-Frank Act, including CFPB examination authority and higher FDIC premiums, increasing operating costs[97](index=97&type=chunk) - Failure to maintain adequate anti-money laundering and counter-terrorist financing programs could lead to significant civil money penalties, regulatory actions, and severe reputational consequences[98](index=98&type=chunk)[99](index=99&type=chunk) [Risks Related to our Debt Securities](index=26&type=section&id=Risks%20Related%20to%20our%20Debt%20Securities) The Company's subordinated debentures rank senior to common stock, prioritizing debenture payments over common stock dividends and distributions - The Company issued **$40.0 million** of 5.75% Fixed-to-Floating Rate Subordinated Debentures due 2030 in 2015[100](index=100&type=chunk) - In 2022, the Company issued **$160.0 million** of 5.00% Fixed-to-Floating Rate Subordinated Debentures due 2032[100](index=100&type=chunk) - These subordinated debentures rank senior to common stock, meaning principal and interest payments must be made before common stock dividends, and obligations must be satisfied before common stock distributions in bankruptcy[101](index=101&type=chunk) [Strategic Risks](index=27&type=section&id=Strategic%20Risks) Strategic risks include uncertainties from branch expansion, M&A activities, and the potential need to raise additional capital - Opening new branches may not be accretive to earnings within a reasonable timeframe due to factors like location, personnel, and marketing strategy[102](index=102&type=chunk) - Mergers and acquisitions involve risks such as high expenses, diversion of management attention, integration challenges, customer outflow, and personnel retention[103](index=103&type=chunk) - The Company may need to raise additional capital for operations or growth, which could dilute existing common stock interests or be unavailable/costly depending on market conditions[104](index=104&type=chunk)[105](index=105&type=chunk) [Operational Risk Factors](index=27&type=section&id=Operational%20Risk%20Factors) Operational risks include adverse economic conditions, intense competition, system failures, and public health emergencies impacting business operations - Unfavorable economic conditions, including inflation, inverted yield curves, rising prices, and supply chain issues, can negatively affect the Company's performance, loan quality, and demand for services[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - The Company's future success is highly dependent on the growth and market share increase of Dime Community Bank, requiring favorable market conditions and good asset quality[110](index=110&type=chunk) - System failures, security breaches, cyberattacks, and public health emergencies (like COVID-19) pose significant risks, potentially causing operational disruptions, reputational damage, customer loss, and financial liabilities[113](index=113&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) [Accounting-Related Risks](index=31&type=section&id=Accounting-Related%20Risks) Accounting risks stem from potential changes in accounting standards and the impairment of goodwill or other intangible assets - Changes in FASB and SEC accounting standards or interpretations can materially affect financial reporting, potentially requiring retroactive application and restatement of prior period financial statements[126](index=126&type=chunk) - The Company's accounting policies rely on estimates and assumptions (e g, asset/liability valuation), and incorrect judgments could lead to material losses[125](index=125&type=chunk) - If goodwill or other intangible assets are determined to be impaired, the Company would be required to write down these assets, negatively affecting consolidated financial statements[127](index=127&type=chunk) [Item 1B. Unresolved Staff Comments](index=31&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This item states that there are no unresolved staff comments from the SEC - Not applicable, indicating no unresolved staff comments[128](index=128&type=chunk) [Item 2. Properties](index=32&type=section&id=Item%202.%20Properties) The Company operates 59 branch locations, with its corporate headquarters in Hauppauge and the Bank's main office in Bridgehampton - Corporate headquarters: 898 Veterans Highway, Hauppauge, New York[129](index=129&type=chunk) - Bank's main office: 2200 Montauk Highway, Bridgehampton, New York[129](index=129&type=chunk) - As of December 31, 2022, the Company operated **59 branch locations**: 43 leased and 16 owned[129](index=129&type=chunk) [Item 3. Legal Proceedings](index=32&type=section&id=Item%203.%20Legal%20Proceedings) The Company is involved in routine legal actions, none of which are expected to have a material adverse impact on its financial condition - The Holding Company and the Bank are routinely named as defendants or parties in various pending or threatened legal actions[131](index=131&type=chunk) - As of December 31, 2022, management's opinion is that no current actions or proceedings are likely to have a material adverse impact on the Company's consolidated financial condition and results of operations[131](index=131&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item states that mine safety disclosures are not applicable to the Company - Not applicable, indicating no mine safety disclosures[132](index=132&type=chunk) [PART II](index=33&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=33&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The Company's common stock (DCOM) trades on NASDAQ, and the Company engaged in share repurchases during the fourth quarter of 2022 - The Company's common stock trades on the NASDAQ Stock Market under the symbol **'DCOM'**[135](index=135&type=chunk) - As of February 16, 2023, there were approximately **1,112 shareholders** of record[135](index=135&type=chunk) Issuer Purchases of Equity Securities (Q4 2022) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Maximum Number of Shares that May Yet be Purchased Under the Programs (1) | |:---|:---|:---|:---|:---| | October 2022 | 4,846 | $31.09 | 4,846 | 1,607,160 | | November 2022 | 1,400 | $34.26 | 1,400 | 1,605,760 | | December 2022 | 2,000 | $32.64 | 2,000 | 1,603,760 | [Item 6. [Reserved]](index=34&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the Company's financial condition and operating results, covering income, balance sheet changes, and asset quality Net Income (2020-2022) | Year Ended December 31, | Net Income (in millions) | |:---|:---| | 2022 | $152.6 | | 2021 | $104.0 | | 2020 | $42.3 | - The Company's results for 2021 include eleven months post-Merger and one month of Legacy Dime, while 2020 reflects only Legacy Dime's historical results[160](index=160&type=chunk) - The Company participated in the Paycheck Protection Program (PPP), originating over **$1.90 billion** through December 31, 2021, and sold its 2021 PPP originations[141](index=141&type=chunk) As of December 31, 2022, SBA PPP loans totaled **$5.8 million**, net of deferred fees[141](index=141&type=chunk) [Critical Accounting Estimates](index=35&type=section&id=Critical%20Accounting%20Estimates) This section details critical accounting estimates requiring significant judgment, particularly the Allowance for Credit Losses and fair value of acquired loans - The **Allowance for Credit Losses (ACL)** on loans held for investment is a critical estimate, determined quarterly using the CECL Standard, based on expected losses from historical experience, current conditions, and reasonable forecasts[146](index=146&type=chunk) - Estimating ACL involves assumptions on probability of default, loss given default, economic forecasts, prepayment rates, and recovery lag periods, with qualitative adjustments for various factors[147](index=147&type=chunk)[148](index=148&type=chunk) - **Fair value of acquired loans** in business combinations (like the 2021 Merger) is based on discounted cash flow methodology, requiring management judgment on discount rates, future cash flows, and market conditions[156](index=156&type=chunk) [Comparison of Operating Results Years Ended December 31, 2022, 2021 and 2020](index=39&type=section&id=Comparison%20of%20Operating%20Results%20Years%20Ended%20December%2031%2C%202022%2C%202021%20and%202020) Net income increased significantly to $152.6 million in 2022, driven by higher net interest income and lower non-interest expenses Net Income and Key Drivers (2020-2022) | Metric | 2022 (in millions) | 2021 (in millions) | 2020 (in millions) | |:---|:---|:---|:---| | Net Income | $152.6 | $104.0 | $42.3 | | Net Interest Income | $379.9 | $357.6 | $177.7 | | Provision for Credit Losses | $5.4 | $6.2 | $26.2 | | Non-Interest Income | $38.2 | $42.1 | $21.3 | | Non-Interest Expense | $200.7 | $245.3 | $117.8 | | Income Tax Expense | $59.4 | $44.2 | $12.7 | - Net interest margin increased from **2.90%** in 2020 to **3.15%** in 2021 and **3.25%** in 2022[167](index=167&type=chunk) - Non-interest expense decreased by **$44.6 million** in 2022, primarily due to the absence of merger expenses and branch restructuring costs incurred in 2021[173](index=173&type=chunk) [Comparison of Financial Condition at December 31, 2022 and December 31, 2021](index=43&type=section&id=Comparison%20of%20Financial%20Condition%20at%20December%2031%2C%202022%20and%20December%2031%2C%202021) Total assets grew by $1.12 billion to $13.19 billion in 2022, driven by loan growth funded primarily by FHLBNY advances Key Financial Condition Metrics (2021-2022) | Metric | Dec 31, 2022 (in billions) | Dec 31, 2021 (in billions) | Change (in billions) | |:---|:---|:---|:---| | Total Assets | $13.19 | $12.07 | +$1.12 | | Total Net Loans Held for Investment | $10.48 | $9.16 | +$1.32 | | Total Securities | $1.54 | $1.74 | -$0.20 | | Total Liabilities | $12.02 | $10.87 | +$1.15 | | Total Deposits | $10.25 | $10.46 | -$0.21 | | FHLBNY Advances | $1.13 | $0.03 | +$1.10 | | Stockholders' Equity | $1.17 | $1.19 | -$0.02 | - The increase in total assets was primarily due to a **$1.32 billion increase** in the loan portfolio, partially offset by decreases in cash and securities[177](index=177&type=chunk)[178](index=178&type=chunk) - Stockholders' equity decreased by **$23.0 million**, mainly due to an **$88.2 million increase** in accumulated other comprehensive loss, share repurchases, and dividends, partially offset by net income[182](index=182&type=chunk) [Loan Portfolio Composition](index=45&type=section&id=Loan%20Portfolio%20Composition) The net loan portfolio grew to $10.48 billion at year-end 2022, with real estate loans comprising 89.8% of the total Loan Portfolio Composition (2020-2022) | Loan Type | Dec 31, 2022 (in thousands) | % of Total | Dec 31, 2021 (in thousands) | % of Total | Dec 31, 2020 (in thousands) | % of Total | |:---|:---|:---|:---|:---|:---|:---| | One-to-four family | $773,321 | 7.3% | $669,282 | 7.2% | $184,989 | 3.3% | | Multifamily residential | $4,026,826 | 38.1% | $3,356,346 | 36.3% | $2,758,743 | 49.1% | | Commercial real estate (CRE) | $4,457,630 | 42.2% | $3,945,948 | 42.7% | $1,878,167 | 33.4% | | Acquisition, development, and construction (ADC) | $229,663 | 2.2% | $322,628 | 3.5% | $156,296 | 2.8% | | **Total real estate loans** | **$9,487,440** | **89.8%** | **$8,294,204** | **89.7%** | **$4,978,195** | **88.6%** | | C&I loans | $1,071,712 | 10.1% | $933,559 | 10.1% | $641,533 | 11.4% | | Other loans | $7,679 | 0.1% | $16,898 | 0.2% | $2,316 | -% | | **Total Gross Loans** | **$10,566,831** | **100.0%** | **$9,244,661** | **100.0%** | **$5,622,044** | **100.0%** | | Allowance for credit losses | ($83,507) | | ($83,853) | | ($41,461) | | | **Loans held for investment, net** | **$10,483,324** | | **$9,160,808** | | **$5,580,583** | | - During 2022, real estate loans increased by **$1.19 billion** and C&I loans increased by **$138.2 million**[183](index=183&type=chunk) [Loan Purchases, Sales and Servicing](index=45&type=section&id=Loan%20Purchases%2C%20Sales%20and%20Servicing) The Bank retains servicing rights on sold loans, with servicing right assets totaling $3.1 million at year-end 2022 - The Bank generally retains servicing rights on loans sold, with servicing fees derived from the difference between origination and pass-through rates[184](index=184&type=chunk) Servicing Right Assets (SRAs) | Metric | Dec 31, 2022 (in millions) | Dec 31, 2021 (in millions) | |:---|:---|:---| | Servicing Right Assets (SRAs) | $3.1 | $3.8 | - A portion of the one-to-four family mortgage loan portfolio servicing is outsourced to a third-party sub-servicer[184](index=184&type=chunk) [Loan Maturity and Repricing](index=45&type=section&id=Loan%20Maturity%20and%20Repricing) As of December 31, 2022, 77.7% of the loan portfolio was scheduled to mature or reprice within five years - As of December 31, 2022, **$8.21 billion (77.7%)** of the loan portfolio was scheduled to mature or reprice within five years[185](index=185&type=chunk) Loan Portfolio Maturity/Repricing Schedule (Dec 31, 2022) | Loan Type | Less than 1 year (in thousands) | 1 to 5 years (in thousands) | 5 to 15 years (in thousands) | Over 15 years (in thousands) | Total (in thousands) | |:---|:---|:---|:---|:---|:---| | One-to-four family residential | $114,698 | $241,877 | $336,124 | $80,622 | $773,321 | | Multifamily residential | $664,833 | $2,535,954 | $823,705 | $2,334 | $4,026,826 | | CRE | $1,358,497 | $2,069,795 | $1,025,122 | $4,216 | $4,457,630 | | ADC | $225,983 | $3,680 | — | — | $229,663 | | **Total real estate loans** | **$2,364,011** | **$4,851,306** | **$2,184,951** | **$87,172** | **$9,487,440** | | C&I | $799,962 | $189,049 | $82,700 | $1 | $1,071,712 | | Other loans | $4,896 | $976 | $224 | $1,583 | $7,679 | | **Total** | **$3,168,869** | **$5,041,331** | **$2,267,875** | **$88,756** | **$10,566,831** | [Asset Quality](index=47&type=section&id=Asset%20Quality) The Company maintained strong asset quality, with non-accrual loans decreasing to $34.2 million at year-end 2022 - The Company **does not originate or purchase subprime loans**[188](index=188&type=chunk) - Non-accrual loans decreased from **$40.3 million** at December 31, 2021, to **$34.2 million** at December 31, 2022[194](index=194&type=chunk) Allowance for Credit Losses (ACL) and Asset Quality Ratios | Metric | 2022 (in thousands) | 2021 (in thousands) | 2020 (in thousands) | |:---|:---|:---|:---| | Allowance for credit losses balance at end of period | $83,507 | $83,853 | $41,461 | | Allowance for credit losses to total loans at end of period | 0.79% | 0.91% | 0.74% | | Non-performing loans to total loans at end of period | 0.32% | 0.44% | 0.37% | | Allowance for credit losses to total non-performing loans at end of period | 243.91% | 208.04% | 231.26% | | Total net charge-offs to average loans outstanding during the period | 0.07% | 0.10% | 0.24% | [Investment Activities](index=53&type=section&id=Investment%20Activities) The investment portfolio consists of available-for-sale and held-to-maturity securities, with a significant transfer between categories in 2022 Securities Available-for-Sale (Dec 31, 2022) | Metric | Amount (in thousands) | Weighted Average Yield | |:---|:---|:---| | Amortized Cost | $1,071,858 | 1.83% | | Fair Value | $950,587 | | | Average Duration | 3.5 years | | Securities Held-to-Maturity (Dec 31, 2022) | Metric | Amount (in thousands) | Weighted Average Yield | |:---|:---|:---| | Amortized Cost | $585,798 | 2.54% | | Fair Value | $505,759 | | | Average Duration | 6.1 years | | - During 2022, the Company transferred **$372.2 million** of securities from available-for-sale to held-to-maturity, converting unrealized losses to a discount accreted through interest income[179](index=179&type=chunk)[370](index=370&type=chunk) [Sources of Funds](index=55&type=section&id=Sources%20of%20Funds) Primary funding sources are deposits and borrowings, with a significant increase in FHLBNY advances offsetting a decline in deposits in 2022 Deposit Accounts and Weighted Average Interest Rates | Deposit Type | Dec 31, 2022 (in thousands) | Weighted Average Rate | Dec 31, 2021 (in thousands) | Weighted Average Rate | |:---|:---|:---|:---|:---| | Savings accounts | $2,260,101 | 2.24% | $1,158,040 | 0.03% | | CDs | $1,115,364 | 2.25% | $853,242 | 0.58% | | Money market accounts | $2,532,270 | 1.50% | $3,621,552 | 0.07% | | Interest-bearing checking | $827,454 | 1.01% | $905,717 | 0.18% | | Non-interest-bearing checking | $3,519,218 | — | $3,920,423 | — | | **Total Deposits** | **$10,254,407** | **1.19%** | **$10,458,974** | **0.09%** | - FHLBNY advances increased by **$1.11 billion** in 2022 to **$1.13 billion**, compared to $25.0 million in 2021, to support loan growth and offset deposit declines[180](index=180&type=chunk)[223](index=223&type=chunk)[232](index=232&type=chunk) - Brokered deposits totaled **$538.9 million** at December 31, 2022, including purchased CDs and MMAs from CDARS/ICS programs and other brokers[222](index=222&type=chunk) [Liquidity and Capital Resources](index=57&type=section&id=Liquidity%20and%20Capital%20Resources) The Company maintains sufficient liquidity and capital, with $1.57 billion in unused FHLBNY borrowing capacity and a 'well capitalized' status - The Bank's liquidity policy is reviewed and updated at least annually by the Board of Directors, with daily and monthly monitoring by senior management[226](index=226&type=chunk) - Primary funding sources include deposits, loan/MBS payments, investment income, and FHLBNY advances; additional funds are available through AFX and correspondent bank lines of credit[227](index=227&type=chunk)[233](index=233&type=chunk) - As of December 31, 2022, the Bank had an additional unused borrowing capacity of **$1.57 billion** through the FHLBNY[235](index=235&type=chunk) - Both the Company and the Bank were in compliance with all applicable regulatory capital requirements and the Bank was considered **'well capitalized'** as of December 31, 2022[239](index=239&type=chunk) [Contractual Obligations](index=59&type=section&id=Contractual%20Obligations) The Bank's contractual obligations primarily consist of borrowings, customer CDs, and lease payments for branches and equipment - The Bank has outstanding borrowings including FHLBNY advances, short-term borrowings, and subordinated debt[242](index=242&type=chunk) - Customer Certificates of Deposit (CDs) with fixed contractual interest rates represent another significant obligation[242](index=242&type=chunk) - The Bank is obligated to make rental payments under leases for certain branches and equipment[242](index=242&type=chunk) [Off-Balance Sheet Arrangements](index=59&type=section&id=Off-Balance%20Sheet%20Arrangements) Off-balance sheet arrangements include commitments to extend credit and a reimbursement obligation for securitized multi-family loans - As of December 31, 2022, the Bank had **$271.6 million** in firm loan commitments accepted by borrowers[243](index=243&type=chunk) - The Bank has a reimbursement agreement with FHLMC from a 2017 securitization, obligating it to cover defaulted loan payments up to 10% of the original principal, with a maximum exposure of **$28.0 million**[244](index=244&type=chunk) - The Bank has pledged **$28.0 million** of pass-through MBS issued by GSEs as collateral for this reimbursement obligation[244](index=244&type=chunk) [Recently Issued Accounting Standards](index=61&type=section&id=Recently%20Issued%20Accounting%20Standards) This section refers to Note 1 of the consolidated financial statements for details on recently issued accounting standards - For details on recently issued accounting standards, refer to Note 1 to the Company's consolidated financial statements[246](index=246&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=61&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company's primary market risk is interest rate risk, which is managed by the Asset and Liability Committee using simulation models - Interest rate risk is the most significant market risk, impacting net interest income, asset prepayments, and the fair value of financial instruments[247](index=247&type=chunk)[248](index=248&type=chunk) - The Asset and Liability Committee (ALCO) evaluates interest rate risk at least quarterly, using models to project net interest income and Economic Value of Equity (EVE) under various interest rate scenarios[250](index=250&type=chunk)[252](index=252&type=chunk)[254](index=254&type=chunk) - As of December 31, 2022, **85.2%** of available-for-sale and held-to-maturity securities had fixed interest rates, while **72.9%** of the loan portfolio had adjustable or floating interest rates[251](index=251&type=chunk) [Interest Rate Risk Exposure Analysis](index=61&type=section&id=Interest%20Rate%20Risk%20Exposure%20Analysis) The Company uses Economic Value of Equity and Income Simulation models to analyze interest rate risk under various rate shock scenarios Economic Value of Equity (EVE) Analysis (Dec 31, 2022 & 2021) | Rate Shock Scenarios | Dec 31, 2022 EVE (in thousands) | Percentage Change | Dec 31, 2021 EVE (in thousands) | Percentage Change | |:---|:---|:---|:---|:---| | +200 Basis Points | $1,717,562 | 4.8% | $1,413,179 | 16.0% | | +100 Basis Points | $1,703,131 | 3.9% | $1,334,981 | 9.6% | | Pre-Shock Scenario | $1,639,189 | — | $1,218,220 | — | - The increase in EVE at December 31, 2022, was primarily driven by the increased value of the Bank's low-cost deposit base relative to the rising market interest rates[257](index=257&type=chunk) Estimated Percentage Change in Net Interest Income (Instantaneous Rate Shock) | Instantaneous Rate Shock Scenarios | Year-One | Year-Two | |:---|:---|:---| | +200 Basis Points | (2.2)% | 3.4% | | +100 Basis Points | (0.9)% | 2.3% | | -100 Basis Points | (1.2)% | (4.9)% | [Item 8. Financial Statements and Supplementary Data](index=65&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) [Consolidated Statements of Financial Condition](index=65&type=section&id=Consolidated%20Statements%20of%20Financial%20Condition) Total assets increased to $13.19 billion in 2022 from $12.07 billion in 2021, driven by growth in loans held for investment Consolidated Statements of Financial Condition (Dec 31, 2022 & 2021) | (Dollars in thousands) | December 31, 2022 | December 31, 2021 | |:---|:---|:---| | **Assets:** | | | | Cash and due from banks | $169,297 | $393,722 | | Securities available-for-sale, at fair value | 950,587 | 1,563,711 | | Securities held-to-maturity | 585,798 | 179,309 | | Total loans held for investment, net | 10,483,324 | 9,160,808 | | Goodwill | 155,797 | 155,797 | | Total assets | **$13,189,921** | **$12,066,364** | | **Liabilities:** | | | | Total deposits | 10,254,407 | 10,458,974 | | Federal Home Loan Bank of New York ("FHLBNY") advances | 1,131,000 | 25,000 | | Subordinated debt, net | 200,283 | 197,096 | | Total liabilities | **12,020,338** | **10,873,744** | | **Stockholders' equity:** | | | | Total stockholders' equity | **1,169,583** | **1,192,620** | | Total liabilities and stockholders' equity | **$13,189,921** | **$12,066,364** | - Total assets increased by **$1.12 billion** from December 31, 2021, to December 31, 2022, primarily driven by a **$1.32 billion increase** in net loans held for investment[263](index=263&type=chunk) - FHLBNY advances significantly increased from **$25.0 million** in 2021 to **$1.13 billion** in 2022, while total deposits decreased by **$204.6 million**[263](index=263&type=chunk) [Consolidated Statements of Income](index=66&type=section&id=Consolidated%20Statements%20of%20Income) Net income increased to $152.6 million in 2022 from $104.0 million in 2021, driven by higher net interest income and lower expenses Consolidated Statements of Income (2020-2022) | (Dollars in thousands) | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |:---|:---|:---|:---| | Total interest income | $439,225 | $384,626 | $234,007 | | Total interest expense | 59,362 | 27,017 | 56,303 | | Net interest income | **379,863** | **357,609** | **177,704** | | Provision for credit losses | 5,374 | 6,212 | 26,165 | | Total non-interest income | 38,156 | 42,068 | 21,273 | | Total non-interest expense | 200,730 | 245,299 | 117,828 | | Income before income taxes | 211,915 | 148,166 | 54,984 | | Income tax expense | 59,359 | 44,170 | 12,666 | | Net income | **$152,556** | **$103,996** | **$42,318** | | Net income available to common stockholders | $145,270 | $96,710 | $37,535 | | Basic EPS | $3.73 | $2.45 | $1.74 | | Diluted EPS | $3.73 | $2.45 | $1.74 | - Net interest income increased by **$22.3 million** in 2022, while non-interest expense decreased by **$44.6 million**, contributing to higher net income[266](index=266&type=chunk) - Provision for credit losses decreased to **$5.4 million** in 2022 from $6.2 million in 2021 and $26.2 million in 2020[266](index=266&type=chunk) [Consolidated Statements of Comprehensive Income](index=67&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Total comprehensive income decreased to $64.4 million in 2022 due to a substantial increase in unrealized losses on securities Consolidated Statements of Comprehensive Income (2020-2022) | (Dollars in thousands) | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |:---|:---|:---|:---| | Net income | $152,556 | $103,996 | $42,318 | | Other comprehensive (loss) income, net of tax | (88,198) | (257) | 16 | | **Total comprehensive income** | **$64,358** | **$103,739** | **$42,334** | - The significant decrease in total comprehensive income in 2022 was primarily driven by a **$88.2 million** total other comprehensive loss, net of tax, largely due to changes in unrealized gain/loss on securities[268](index=268&type=chunk) - The change in net unrealized gain (loss) on securities during 2022 was a loss of **$138.6 million**, compared to a loss of $28.9 million in 2021 and a gain of $16.4 million in 2020[268](index=268&type=chunk) [Consolidated Statements of Changes in Stockholders' Equity](index=68&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity decreased to $1.17 billion in 2022, impacted by comprehensive loss, share repurchases, and dividends Key Changes in Stockholders' Equity (2021-2022) | (Dollars in thousands) | December 31, 2022 | December 31, 2021 | |:---|:---|:---| | Total Stockholders' Equity (End of Period) | $1,169,583 | $1,192,620 | | Net income | $152,556 | $103,996 | | Other comprehensive loss, net of tax | ($88,198) | ($257) | | Cash dividends declared to preferred stockholders | ($7,286) | ($7,286) | | Cash dividends declared to common stockholders | ($37,234) | ($44,311) | | Purchase of treasury stock | ($46,762) | ($59,280) | - Accumulated other comprehensive loss significantly increased from **($6.18 million)** in 2021 to **($94.38 million)** in 2022[271](index=271&type=chunk)[272](index=272&type=chunk) - The Company repurchased **$46.8 million** of treasury stock in 2022, following $59.3 million in 2021[272](index=272&type=chunk) [Consolidated Statements of Cash Flows](index=70&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents decreased by $224.4 million in 2022, as cash used in investing activities outpaced cash from operations and financing Consolidated Statements of Cash Flows (2020-2022) | (Dollars in thousands) | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |:---|:---|:---|:---| | Net cash provided by operating activities | $295,172 | $146,327 | $59,932 | | Net cash (used in) provided by investing activities | ($1,332,191) | $1,102,821 | ($324,385) | | Net cash provided by (used in) financing activities | $812,594 | ($1,099,029) | $352,568 | | (Decrease) increase in cash and cash equivalents | ($224,425) | $150,119 | $88,115 | | Cash and cash equivalents, end of period | $169,297 | $393,722 | $243,603 | - Net cash used in investing activities in 2022 was **$1.33 billion**, largely driven by a **$1.36 billion** net increase in loans[275](index=275&type=chunk) - Net cash provided by financing activities in 2022 was **$812.6 million**, primarily from FHLBNY advances and subordinated debt issuance, offsetting deposit decreases and share repurchases[275](index=275&type=chunk) [Notes to Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed information supporting the financial statements, including accounting policies, merger details, and financial instrument breakdowns [1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=71&type=section&id=1.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the Company's significant accounting policies, principles of consolidation, and the adoption of new accounting standards like CECL - The Company's consolidated financial statements include the Holding Company and its wholly-owned subsidiary, Dime Community Bank, with inter-company accounts eliminated[279](index=279&type=chunk)[283](index=283&type=chunk) - The Merger on February 1, 2021, was accounted for as a **reverse merger**, with Legacy Dime as the accounting acquirer, meaning Legacy Dime's historical financial statements are those of the combined company prior to the merger date[279](index=279&type=chunk)[280](index=280&type=chunk) - The Company adopted the **CECL Standard** on January 1, 2021, which requires measuring expected credit losses for financial assets at amortized cost based on historical experience, current conditions, and reasonable forecasts[297](index=297&type=chunk)[347](index=347&type=chunk) [2. MERGER](index=89&type=section&id=2.%20MERGER) This note details the 2021 reverse merger with Bridge Bancorp, including stock conversion, debt assumption, and purchase price allocation - On February 1, 2021, Legacy Dime merged into Bridge Bancorp, Inc, with Bridge as the legal acquirer and Legacy Dime as the accounting acquirer in a **reverse merger**[354](index=354&type=chunk)[356](index=356&type=chunk) - Legacy Dime common stock was converted into **0.6480 shares** of the Holding Company's common stock, and Legacy Dime preferred stock was converted into a new series of the Holding Company's preferred stock[354](index=354&type=chunk)[355](index=355&type=chunk) Purchase Price Allocation (Merger Date) | (In thousands) | Amount | |:---|:---| | Purchase price consideration | $491,210 | | Fair value of assets acquired | $6,238,556 | | Fair value of liabilities assumed | $5,847,505 | | Fair value of net identifiable assets | $391,051 | | Goodwill resulting from Merger | $100,159 | [3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)](index=93&type=section&id=3.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20INCOME%20(LOSS)) AOCI shifted to a loss of $94.38 million in 2022, driven by a substantial increase in unrealized losses on available-for-sale securities Accumulated Other Comprehensive Income (Loss) Activity (2021-2022) | (In thousands) | Dec 31, 2022 | Dec 31, 2021 | |:---|:---|:---| | Balance as of January 1 | ($6,181) | ($5,924) | | Net other comprehensive (loss) income during the period | ($88,198) | ($257) | | Balance as of December 31 | **($94,379)** | **($6,181)** | - The primary driver of the change in AOCI was a net change in unrealized gain (loss) on securities, which was a loss of **$93.0 million** (net of tax) in 2022, compared to a loss of $20.6 million in 2021[369](index=369&type=chunk) - Changes in pension and other postretirement obligations and unrealized gains/losses on derivatives also contributed to AOCI, though to a lesser extent than securities[369](index=369&type=chunk) [4. SECURITIES](index=94&type=section&id=4.%20SECURITIES) This note details the securities portfolio, which recorded significant unrealized losses in 2022 due to rising interest rates Securities Available-for-Sale (Dec 31, 2022) | (In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |:---|:---|:---|:---|:---| | Treasury securities | $246,899 | $— | ($19,643) | $227,256 | | Corporate securities | $183,791 | $57 | ($17,075) | $166,773 | | Pass-through MBS issued by GSEs | $272,774 | $— | ($31,534) | $241,240 | | Agency CMOs | $331,394 | $2 | ($50,057) | $281,339 | | State and municipal obligations | $37,000 | $— | ($3,021) | $33,979 | | **Total** | **$1,071,858** | **$59** | **($121,330)** | **$950,587** | Securities Held-to-Maturity (Dec 31, 2022) | (In thousands) | Amortized Cost | Gross Unrecognized Gains | Gross Unrecognized Losses | Fair Value | |:---|:---|:---|:---|:---| | Agency notes | $89,157 | $— | ($14,095) | $75,062 | | Corporate securities | $9,000 | $— | ($553) | $8,447 | | Pass-through MBS issued by GSEs | $278,281 | $— | ($40,960) | $237,321 | | Agency CMOs | $209,360 | $— | ($24,431) | $184,929 | | **Total** | **$585,798** | **$—** | **($80,039)** | **$505,759** | - At December 31, 2022, substantially all unrealized losses on securities were due to changes in interest rates and not credit-related, with **no allowance for credit losses required** for available-for-sale or held-to-maturity portfolios[376](index=376&type=chunk)[378](index=378&type=chunk) [5. LOANS HELD FOR INVESTMENT, NET](index=97&type=section&id=5.%20LOANS%20HELD%20FOR%20INVESTMENT%2C%20NET) The net loan portfolio totaled $10.48 billion at year-end 2022, with a decrease in non-accrual loans and an increase in TDRs Loans Held for Investment, Net (Dec 31, 2022 & 2021) | (In thousands) | December 31, 2022 | December 31, 2021 | |:---|:---|:---| | One-to-four family residential and cooperative/condominium apartment | $773,321 | $669,282 | | Multifamily residential and residential mixed-use | 4,026,826 | 3,356,346 | | Commercial real estate ("CRE") | 4,457,630 | 3,945,948 | | Acquisition, development, and construction | 229,663 | 322,628 | | Total real estate loans | **9,487,440** | **8,294,204** | | Commercial and industrial ("C&I") | 1,071,712 | 933,559 | | Other loans | 7,679 | 16,898 | | Total Gross Loans | **10,566,831** | **9,244,661** | | Allowance for credit losses | (83,507) | (83,853) | | **Loans held for investment, net** | **$10,483,324** | **$9,160,808** | - Non-accrual loans decreased from **$40.3 million** at December 31, 2021, to **$34.2 million** at December 31, 2022[380](index=380&type=chunk) - The Company modified twelve loans as TDRs in 2022, totaling **$37.5 million** in recorded investment, compared to four loans totaling $10.9 million in 2021[390](index=390&type=chunk) [6. LOAN SERVICING ACTIVITIES](index=103&type=section&id=6.%20LOAN%20SERVICING%20ACTIVITIES) The Bank services $347.9 million in loans for others, with net servicing right assets of $3.1 million at year-end 2022 - The Bank serviced **$347.9 million** in real estate and C&I loans for others at December 31, 2022[398](index=398&type=chunk) Servicing Right Assets (SRAs) Activity (2020-2022) | (In thousands) | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |:---|:---|:---|:---| | Beginning of year | $3,856 | $1,710 | $1,459 | | Additions | 659 | 885 | 703 | | Amortized to expense | (907) | (809) | (452) | | Sold | (259) | — | — | | End of year (gross) | 3,349 | 3,856 | 1,710 | | Valuation allowance | (201) | (80) | — | | **Servicing right assets, net** | **$3,148** | **$3,776** | **$1,710** | - The fair value of SRAs at December 31, 2022, was **$3.5 million**, determined using discount rates from 9.5% to 12.0%, prepayment speeds from 6.7% to 16.0%, and a weighted average default rate of 0.67%[400](index=400&type=chunk) [7. PREMISES AND FIXED ASSETS, NET AND PREMISES HELD FOR SALE](index=104&type=section&id=7.%20PREMISES%20AND%20FIXED%20ASSETS%2C%20NET%20AND%20PREMISES%20HELD%20FOR%20SALE) Net premises and fixed assets totaled $46.7 million at year-end 2022, with no premises held for sale Premises and Fixed Assets, Net (Dec 31, 2022 & 2021) | (In thousands) | December 31, 2022 | December 31, 2021 | |:---|:---|:---| | Land | $10,824 | $10,824 | | Buildings | 21,688 | 21,323 | | Leasehold improvements | 26,862 | 26,120 | | Furniture, fixtures and equipment | 25,750 | 25,110 | | Premises and fixed assets, gross | **$85,124** | **$83,377** | | Less: accumulated depreciation and amortization | (38,375) | (33,009) | | **Premises and fixed assets, net** | **$46,749** | **$50,368** | - Depreciation and amortization expense was **$7.4 million** in 2022, $6.5 million in 2021, and $4.1 million in 2020[401](index=401&type=chunk) - There were no premises held for sale at December 31, 2022[402](index=402&type=chunk) One property was sold for **$1.9 million** in 2022, resulting in a **$1.4 million gain**[402](index=402&type=chunk) [8. LEASES](index=105&type=section&id=8.%20LEASES) Operating lease liabilities totaled $60.3 million at year-end 2022, with a weighted average remaining term of 5.9 years Operating Lease Liabilities Maturities (Dec 31, 2022) | (In thousands) | Rent to be Capitalized | |:---|:---| | 2023 | $11,724 | | 2024 | 11,641 | | 2025 | 11,434 | | 2026 | 10,741 | | 2027 | 8,754 | | Thereafter | 9,964 | | Total undiscounted lease payments | **$64,258** | | Less amounts representing interest | (3,918) | | **Operating lease liabilities** | **$60,340** | - Operating lease cost was **$11.4 million** in 2022, compared to $14.3 million in 2021[403](index=403&type=chunk) - The weighted average remaining lease term was **5.9 years** at December 31, 2022, with a weighted average discount rate of **2.03%**[403](index=403&type=chunk) [9. GOODWILL AND OTHER INTANGIBLE ASSETS](index=105&type=section&id=9.%20GOODWILL%20AND%20OTHER%20INTANGIBLE%20ASSETS) Goodwill remained at $155.8 million with no impairment, while net other intangible assets decreased to $6.5 million due to amortization - The carrying amount of goodwill was **$155.8 million** at December 31, 2022 and 2021, with **no impairment recognized** during these periods[404](index=404&type=chunk)[405](index=405&type=chunk) Other Intangible Assets (Dec 31, 2022 & 2021) | (In thousands) | December 31, 2022 | December 31, 2021 | |:---|:---|:---| | Gross carrying value (Core Deposit Intangibles) | $10,204 | $10,204 | | Gross carrying value (Non-compete Agreement) | $780 | $780 | | Accumulated amortization | ($4,500) | ($2,622) | | **Net carrying amount** | **$6,484** | **$8,362** | - Amortization expense for intangible assets was **$1.9 million** in 2022 and $2.6 million in 2021[409](index=409&type=chunk) [10. RESTRICTED STOCK](index=107&type=section&id=10.%20RESTRICTED%20STOCK) Restricted stock holdings increased to $88.7 million in 2022, driven by a rise in required FHLBNY capital stock Restricted Stock (Dec 31, 2022 & 2021) | (In thousands) | December 31, 2022 | December 31, 2021 | |:---|:---|:---| | FHLBNY capital stock | $63,627 | $12,819 | | FRB capital stock | 24,953 | 24,748 | | Bankers' Bank capital stock | 165 | 165 | | **Restricted stock** | **$88,745** | **$37,732** | - The increase in FHLBNY capital stock was due to a **$1.11 billion increase** in outstanding FHLBNY advances during 2022[412](index=412&type=chunk) - Dividend income from FHLBNY capital stock was **$0.9 million** in 2022, $1.9 million in 2021, and $3.0 million in 2020[412](index=412&type=chunk) [11. DEPOSITS](index=108&type=section&id=11.%20DEPOSITS) Total deposits decreased to $10.25 billion in 2022, while the weighted average interest rate increased significantly to 1.19% Deposits Summary (Dec 31, 2022 & 2021) | (Dollars in thousands) | December 31, 2022 | Weighted Average Rate | December 31, 2021 | Weighted Average Rate | |:---|:---|:---|:---|:---| | Savings accounts | $2,260,101 | 2.24% | $1,158,040 | 0.03% | | Certificates of deposit ("CDs") | 1,115,364 | 2.25% | 853,242 | 0.58% | | Money market | 2,532,270 | 1.50% | 3,621,552 | 0.07% | | Interest-bearing checking | 827,454 | 1.01% | 905,717 | 0.18% | | Non-interest-bearing checking | 3,519,218 | — | 3,920,423 | — | | **Total** | **$10,254,407** | **1.19%** | **$10,458,974** | **0.09%** | - The weighted average maturity of CDs at December 31, 2022, was **7.6 months**[415](index=415&type=chunk) - The portion of deposit accounts exceeding the $250,000 FDIC insurance limit was **$5.73 billion** at December 31, 2022[415](index=415&type=chunk) [12. DERIVATIVES AND HEDGING ACTIVITIES](index=108&type=section&id=12.%20DERIVATIVES%20AND%20HEDGING%20ACTIVITIES) The Company uses interest rate swaps for cash flow hedges and freestanding derivatives to manage interest rate risk - The Company uses interest rate swaps to manage interest rate risk, including cash flow hedges for short-term borrowings and freestanding derivatives for loan-level interest rate protection[417](index=417&type=chunk)[418](index=418&type=chunk)[427](index=427&type=chunk) - For cash flow hedges, gains or losses are recorded in Accumulated Other Comprehensive Income (Loss) and reclassified to interest expense as payments are made[419](index=419&type=chunk) Loan Level Derivative Income (2020-2022) | (In thousands) | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |:---|:---|:---|:---| | Loan level derivative income | $3,637 | $2,909 | $8,872 | [13. FHLBNY ADVANCES](index=111&type=section&id=13.%20FHLBNY%20ADVANCES) FHLBNY advances increased significantly to $1.13 billion in 2022 to support balance sheet growth - FHLBNY advances outstanding increased from **$25.0 million** at December 31, 2021, to **$1.13 billion** at December 31, 2022, all at fixed rates[433](index=433&type=chunk) - The average interest rate on outstanding FHLBNY Advances was **4.55%** at December 31, 2022, compared to 0.35% in 2021[433](index=433&type=chunk) - The Bank had an eligible borrowing capacity of **$4.13 billion** with the FHLBNY at December 31, 2022, and maintained sufficient collateral[433](index=433&type=chunk) [14. SUBORDINATED DEBENTURES](index=113&type=section&id=14.%20SUBORDINATED%20DEBENTURES) The Company issued $160.0 million of new subordinated notes in 2022 to refinance existing debt - On May 6, 2022, the Company issued **$160.0 million** of 5.00% Fixed-to-Floating Rate Subordinated Notes due 2032, callable after five years[435](index=435&type=chunk) - Proceeds from the new issuance were used to repay **$115.0 million** of 4.50% subordinated notes due 2027 and **$40.0 million** of 5.25% subordinated debentures due 2025, resulting in a **$740 thousand** pre-tax write-off of debt issuance costs[436](index=436&type=chunk) Subordinated Debentures and Interest Expense (2020-2022) | Metric | Dec 31, 2022 (in thousands) | Dec 31, 2021 (in thousands) | Year Ended Dec 31, 2022 (in thousands) | Year Ended Dec 31, 2021 (in thousands) | Year Ended Dec 31, 2020 (in thousands) | |:---|:---|:---|:---|:---|:---| | Subordinated debentures, net | $200,283 | $197,096 | | | | | Interest expense | | | $10,616 | $8,523 | $5,322 | [15. OTHER SHORT-TERM BORROWINGS](index=113&type=section&id=15.%20OTHER%20SHORT-TERM%20BORROWINGS) Other short-term borrowings consist primarily of repurchase agreements collateralized by mortgage-backed securities Other Short-Term Borrowings (Dec 31, 2022 & 2021) | (In thousands) | December 31, 2022 | December 31, 2021 | |:---|:---|:---| | Repurchase agreements | $1,360 | $1,862 | | **Total other short-term borrowings** | **$1,360** | **$1,862** | - Repurchase agreements are generally overnight financing arrangements collateralized by investment securities, primarily pass-through MBS issued by GSEs[439](index=439&type=chunk) - Interest expense on AFX borrowings was **$1.4 million** in 2022, compared to $1 thousand in 2021 and $45 thousand in 2020[442](index=442&type=chunk) [16. INCOME TAXES](index=115&type=section&id=16.%20INCOME%20TAXES) Income tax expense was $59.4 million in 2022, with an effective tax rate of 28.01% Income Tax Expense (2020-2022) | (In thousands) | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |:---|:---|:---|:---| | Federal | $40,332 | $29,249 | $11,926 | | State and City | 19,027 | 14,921 | 740 | | **Total** | **$59,359** | **$44,170** | **$12,666** | | Effective tax rate | 28.01% | 29.81% | 23.04% | - The increase in the effective tax rate in 2022 and 2021 compared to 2020 was primarily due to the loss of benefits from the Company's REIT and non-deductible expenses[445](index=445&type=chunk) Net Deferred Tax Asset (Dec 31, 2022 & 2021) | (In thousands) | December 31, 2022 | December 31, 2021 | |:---|:---|:---| | Total deferred tax assets | $95,783 | $55,893 | | Total deferred tax liabilities | (37,631) | (35,494) | | **Net deferred tax asset** | **$58,152** | **$20,399** | [17. MERGER RELATED EXPENSES](index=118&type=section&id=17.%20MERGER%20RELATED%20EXPENSES) No merger-related expenses were recognized in 2022, following significant one-time costs incurred in 2021 - **No merger expenses** and transaction costs were recognized for the year ended December 31, 2022[455](index=455&type=chunk) - In 2021, merger-related expenses included **$15.9 million** for employee severance and compensation and **$28.9 million** for transaction costs[455](index=455&type=chunk) - These costs are considered one-time and not ongoing expenses of the combined organization[455](index=455&type=chunk) [18. BRANCH RESTRUCTURING COSTS](index=118&type=section&id=18.%20BRANCH%20RESTRUCTURING%20COSTS) No branch restructuring costs were incurred in 2022, following $5.1 million in costs related to branch combinations in 2021 - No branch restructuring costs were incurred for the years ended December 31, 2022 and 2020[456](index=456&type=chunk) - In 2021, **$5.1 million** in branch restructuring costs were recognized, associated with combining five branch locations in October 2021[456](index=456&type=chunk) - These costs included early lease terminations and accelerated depreciation of fixed assets[456](index=456&type=chunk) [19. RETIREMENT AND POSTRETIREMENT PLANS](index=118&type=section&id=19.%20RETIREMENT%20AND%20POSTRETIREMENT%20PLANS) This note details the Company's defined-benefit pension plans, 401(k) plan, and various terminated plans - The Bank maintains two noncontributory defined-benefit pension plans: the Employee Retirement Plan and the BNB Bank Pension Plan[457](index=457&type=chunk) - The Company provides a 401(k) plan for substantially all current employees, with partial matching contributions from the Bank[341](index=341&type=chunk)[478](index=478&type=chunk) - Several plans, including the Dime KSOP Plan, BMP, and Outside Director Retirement Plan, were terminated in connection with the 2021 Merger, resulting in lump sum payments and curtailment losses/gains[340](index=340&type=chunk)[483](index=483&type=chunk) [20. STOCK-BASED COMPENSATION](index=132&type=section&id=20.%20STOCK-BASED%20COMPENSATION) This note details the Company's stock-based compensation plans, including stock options, RSAs, and PSAs - The Company's shareholders approved the 2021 Equity Incentive Plan in May 2021 to provide equity compensation for officers, employees, and directors[491](index=491&type=chunk) Stock Option Activity (Dec 31, 2022) | Metric | Number of Options | Weighted-Average Exercise Price | |:---|:---|:---| | Options outstanding at January 1, 2022 | 121,253 | $35.39 | | Options forfeited | (29,116) | $35.39 | | **Options outstanding at December 31, 2022** | **92,137** | **$35.39** | | Options vested and exercisable at December 31, 2022 | 92,137 | $35.39 | - As of December 31, 2022, there was **$6.1 million** of total unrecognized compensation cost related to unvested RSAs, to be recognized over a weighted-average period of 2.0 years[497](index=497&type=chunk) [21. EARNINGS PER SHARE](index=136&type=section&id=21.%20EARNINGS%20PER%20SHARE) Basic and diluted EPS were both $3.73 in 2022, up from $2.45 in 2021 Basic and Diluted EPS Reconciliation (2020-2022) | (In thousands except share and per share amounts) | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2020 | |:---|:---|:---|:---| | Net income available to common stockholders | $145,270 | $96,710 | $37,535 | | Income attributable to common stock | $143,582 | $95,495 | $37,386 | | Weighted-average common shares outstanding | 38,538,834 | 38,902,426 | 21,537,948 | | **Basic EPS** | **$3.73** | **$2.45** | **$1.74** | | Weighted-average common and equivalent shares outstanding | 38,538,834 | 38,903,037 | 21,538,448 | | **Diluted EPS** | **$3.73** | **$2.45** | **$1.74** | - Basic EPS increased from **$2.45** in 2021 to **$3.73** in 2022[508](index=508&type=chunk) - Diluted EPS was **$3.73** in 2022, reflecting no dilutive effect from stock options as their exercise prices exceeded the average market price[508](index=508&type=chunk)[509](index=509&type=chunk) [22. PREFERRED STOCK](index=138&type=section&id=22.%20PREFERRED%20STOCK) The Company's Series A Preferred Stock is perpetual, non-cumulative, and pays a fixed 5.50% annual dividend - The Company's Preferred Stock, Series A, originated from the conversion of Legacy Dime Preferred Stock during the 2021 Merger[511](index=511&type=chunk) - The Preferred Stock is perpetual, has no stated maturity, and pays a fixed **5.50% annual dividend** quarterly[512](index=512&type=chunk) - The Company may redeem the Preferred Stock at $25.00 per share plus declared and unpaid dividends, subject to regulatory approval, on or after June 15, 2025[512](index=512&type=chunk) [23. COMMITMENTS AND CONTINGENCIES](index=138&type=section&id=23.%20COMMITMENTS%20AND%20CONTINGENCIES) The Company has off-balance sheet commitments including loan commitments and a reimbursement obligation to FHLMC Contractual Amounts of Financial Instruments with Off-Balance Sheet Risk (Dec 31, 2022 & 2021) | (In thousands) | Fixed Rate (2022) | Variable Rate (2022) | Fixed Rate (2021) | Variable Rate (2021) | |:---|:---|:---|:---|:---| | Available lines of credit | $73,929 | $996,029 | $69,333 | $981,726 | | Other loan commitments | 150,663 | 120,899 | 89,537 | 136,553 | | Stand-by letters of credit | 27,020 | 355 | 34,852 | 689 | - At December 31, 2022, the Bank had **$271.6 million** in outstanding firm loan commitments accepted by borrowers[514](index=514&type=chunk) - The Company has a reimbursement obligation to FHLMC for defaulted securitized loans, with a maximum exposure of **$28.0 million**, collateralized by $28.0 million of pass-through MBS[516](index=516&type=chunk) [24. FAIR VALUE OF FINANCIAL INSTRUMENTS](index=140&type=section&id=24.%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) This note details fair value measurements, with securities and derivatives measured on a recurring basis primarily using Level 2 inputs - Fair value measurements are categorized into three levels: **Level 1** (quoted prices in active markets), **Level 2** (significant other observable inputs), and **Level 3** (significant unobservable inputs)[518](index=518&type=chunk)[519](index=519&type=chunk)[520](index=520&type=chunk) Financial Assets Measured at Fair Value on a Recurring Basis (Dec 31, 2022) | (In thousands) | Total | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | |:---|:---|:---|:---|:---| | Securities available-for-sale | $950,587 | $— | $950,587 | $— | | Derivative – cash flow hedges | $17,150 | $— | $17,150 | $— | | Derivative – freestanding derivatives, net | $137,335 | $— | $137,335 | $— | - Individually evaluated loans, measured at fair value on a non-recurring basis, had a carrying amount of **$1.2 million** at December 31, 2022, with fair value determined using Level 3 inputs[528](index=528&type=chunk) [25. REGULATORY CAPITAL MATTERS](index=144&type=section&id=25.%20REGULATORY%20CAPITAL%20MATTERS) The Company and Bank were in compliance with all Basel III capital requirements, and the Bank was categorized as 'well capitalized' - The Company and the Bank are subject to Basel III Capital Rules, requiring minimum ratios for CET1, Tier 1, and Total Capital to risk-weighted assets, plus a capital conservation buffer[535](index=535&type=chunk) - As of December 31, 2022, both the Company and the Bank were in compliance with all applicable regulatory capital requirements[534](index=534&type=chunk) Regulatory Capital Ratios (Dec 31, 2022) | (Dollars in thousands) | Actual Amount | Actual Ratio | Minimum for Adequacy | Minimum for 'Well Capitalized' | |:---|:---|:---|:---|:---| | **Bank:** | | | | | | Tier 1 capital / % of average total assets | $1,286,656 | 10.0% | 4.0% | 5.0% | | Common equity Tier 1 capital / % of risk weighted assets | $1,286,656 | 11.9% | 4.5% | 6.5% | | Tier 1 capital / % of risk-weighted assets | $1,286,656 | 11.9% | 6.0% | 8.0% | | Total capital / % of risk-weighted assets | $1,373,431 | 12.7% | 8.0% | 10.0% | | **Consolid

Forward-Looking Statements • the timing and occurrence or non-occurrence of events may be subject to circumstances beyond the Company's control; • there may be increases in competitive pressure among financial institutions and from non-financial institutions; • the net interest margin is subject to material short-term fluctuation based upon market rates; • changes in deposit flows, loan demand or real estate values may affect the business of the Company; • changes in the quality and composition of our loan ...

Dime Community Bancshares, Inc. (NASDAQ:DCOM) Q4 2022 Earnings Conference Call January 27, 2022 8:30 AM ET Company Participants Kevin O’Connor - CEO Stu Lubow - President & COO Avi Reddy - CFO Conference Call Participants Mark Fitzgibbon - Piper Sandler Steve Moss - Raymond James Matthew Breese - Stephens Inc. Manuel Navas - D.A. Davidson Chris O'Connell – KBW Operator Good morning or good afternoon all and welcome to the Dime Community Bancshares, Inc. Fourth Quarter Earnings Call. My name is Adam, and I'l ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34096 DIME COMMUNITY BANCSHARES, INC. (Exact name of registrant as specified in its charter) N/A (Former name or form ...

Dime Community Bancshares, Inc. (NASDAQ:DCOM) Q3 2022 Earnings Conference Call October 28, 2022 8:30 AM ET Company Participants Kevin O’Connor - CEO Stu Lubow - President & COO Avi Reddy - CFO Conference Call Participants Mark Fitzgibbon - Piper Sandler Chris O'Connell - KBW Manuel Navas - D.A. Davidson Operator Hello everyone. Welcome to the Dime Community Bancshares Incorporated Third Quarter Earnings Call. My name is Charlie and I will be your coordinator for the call today. [Operator Instructions] Befor ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34096 DIME COMMUNITY BANCSHARES, INC. (Exact name of registrant as specified in its charter) N/A (Former name or former ad ...

Call Start: 08:30 January 1, 0000 9:08 AM ET Dime Community Bancshares, Inc. (NASDAQ:DCOM) Q2 2022 Earnings Conference Call July 29, 2022, 8:30 am ET Company Participants Kevin O'Connor - CEO Stu Lubow - President & COO Avi Reddy - CFO Conference Call Participants Mark Fitzgibbon - Piper Sandler Manuel Navas - D.A. Davidson Matthew Breese - Stephens Chris O'Connell - KBW Operator Hello, and welcome to today's Dime Community Bancshares Incorporated Second Quarter Earnings Call. My name is Bailey and I will b ...

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) The company, a Large Accelerated Filer, filed its Form 10-Q for the quarter ended March 31, 2022 - Registrant is Dime Community Bancshares, Inc., filing a Quarterly Report on Form 10-Q for the period ended **March 31, 2022**[2](index=2&type=chunk) - The company is classified as a **Large Accelerated Filer**[2](index=2&type=chunk) Common Stock Outstanding | Metric | Value | | :----- | :---- | | Common Stock Outstanding (April 30, 2022) | 39,243,718 shares | [Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) The report contains forward-looking statements subject to risks like market fluctuations and the COVID-19 pandemic - Forward-looking statements are based on management's assumptions and are subject to **risks and uncertainties**[5](index=5&type=chunk) - Key risk factors include competitive pressure, market interest rate fluctuations, changes in deposit flows, loan demand, real estate values, and legislative/regulatory changes[5](index=5&type=chunk) - The **COVID-19 pandemic** continues to pose risks, potentially leading to declines in demand, increased loan delinquencies, and operational disruptions[5](index=5&type=chunk) [PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part presents the unaudited condensed consolidated financial statements and management's analysis for Q1 2022 [Item 1. Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides the unaudited financial statements and related notes for the quarter ended March 31, 2022 [Consolidated Statements of Financial Condition](index=4&type=section&id=Consolidated%20Statements%20of%20Financial%20Condition) The company's total assets remained stable at approximately $12.1 billion as of March 31, 2022 Consolidated Statements of Financial Condition Highlights (March 31, 2022 vs. December 31, 2021) | Item | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | Change (in thousands) | | :--------------------------------- | :---------------------------- | :------------------------------- | :-------------------- | | Total Assets | $12,078,245 | $12,066,364 | $11,881 | | Cash and due from banks | $432,994 | $393,722 | $39,272 | | Securities available-for-sale | $1,277,036 | $1,563,711 | $(286,675) | | Securities held-to-maturity | $383,922 | $179,309 | $204,613 | | Loans held for investment, net | $9,170,234 | $9,160,808 | $9,426 | | Total Liabilities | $10,922,958 | $10,873,744 | $49,214 | | Total Deposits | $10,430,103 | $10,458,974 | $(28,871) | | FHLBNY advances | $50,000 | $25,000 | $25,000 | | Derivative cash collateral | $64,450 | $4,550 | $59,900 | | Total Stockholders' Equity | $1,155,287 | $1,192,620 | $(37,333) | [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) The company reported a significant turnaround to a net income of $34.5 million in Q1 2022 from a net loss in Q1 2021 Consolidated Statements of Income Highlights (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | Change (in thousands) | | :--------------------------------- | :---------------------------- | :---------------------------- | :-------------------- | | Total interest income | $93,919 | $86,755 | $7,164 | | Total interest expense | $4,810 | $8,914 | $(4,104) | | Net interest income | $89,109 | $77,841 | $11,268 | | (Credit) provision for credit losses | $(1,592) | $15,779 | $(17,371) | | Total non-interest income (loss) | $7,203 | $(7,383) | $14,586 | | Total non-interest expense | $49,888 | $82,805 | $(32,917) | | Income (loss) before income taxes | $48,016 | $(28,126) | $76,142 | | Income tax expense (benefit) | $13,485 | $(7,092) | $20,577 | | Net income (loss) | $34,531 | $(21,034) | $55,565 | | Net income (loss) available to common stockholders | $32,710 | $(22,855) | $55,565 | | Basic EPS | $0.82 | $(0.66) | $1.48 | | Diluted EPS | $0.82 | $(0.66) | $1.48 | [Consolidated Statements of Comprehensive Income](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) The company recorded a total comprehensive loss of $8.7 million, driven by unrealized losses on securities Consolidated Statements of Comprehensive Income Highlights (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :------------------------------------------------- | :---------------------------- | :---------------------------- | | Net income (loss) | $34,531 | $(21,034) | | Change in net unrealized gain (loss) on securities | $(70,131) | $(15,534) | | Change in net unrealized gain (loss) on derivatives | $6,852 | $4,948 | | Total comprehensive loss | $(8,668) | $(14,579) | [Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity decreased primarily due to other comprehensive loss, dividends, and stock repurchases Consolidated Statements of Changes in Stockholders' Equity Highlights (Three Months Ended March 31, 2022) | Item | Amount (in thousands) | | :------------------------------------- | :-------------------- | | Beginning balance as of January 1, 2022 | $1,192,620 | | Net income | $34,531 | | Other comprehensive loss, net of tax | $(43,199) | | Shares received related to tax withholding | $(1,414) | | Cash dividends declared to preferred stockholders | $(1,821) | | Cash dividends declared to common stockholders | $(9,410) | | Treasury stock, at cost (purchase) | $(17,392) | | Ending balance as of March 31, 2022 | $1,155,287 | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased by $39.3 million, driven by cash from operating activities Consolidated Statements of Cash Flows Highlights (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :------------------------------------------ | :---------------------------- | :---------------------------- | | Net cash provided by (used in) operating activities | $79,623 | $(8,918) | | Net cash (used in) provided by investing activities | $(7,476) | $461,934 | | Net cash used in financing activities | $(32,875) | $(19,896) | | Increase in cash and cash equivalents | $39,272 | $433,120 | | Cash and cash equivalents, end of period | $432,994 | $676,723 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the basis of presentation, merger accounting, and other key financial policies [Note 1. Basis of Presentation](index=11&type=section&id=1.%20BASIS%20OF%20PRESENTATION) The financial statements reflect the reverse merger of Legacy Dime and Bridge Bancorp completed in February 2021 - On February 1, 2021, Legacy Dime merged into Bridge Bancorp, Inc., with Bridge as the surviving entity renamed "**Dime Community Bancshares, Inc.**"[25](index=25&type=chunk) - The merger was accounted for as a **reverse merger**, with Legacy Dime as the accounting acquirer, meaning its historical financial statements are used for pre-Merger periods[28](index=28&type=chunk) - As of March 31, 2022, the Company operated **60 branch locations** across Long Island and New York City boroughs[30](index=30&type=chunk) - The Company adopted ASU No. 2016-13 (CECL Standard) on January 1, 2021, resulting in an initial **$3.9 million decrease** to the allowance for credit losses and a **$1.7 million after-tax** cumulative-effect adjustment to retained earnings[35](index=35&type=chunk)[36](index=36&type=chunk) [Note 2. Merger](index=15&type=section&id=2.%20MERGER) The reverse merger accounting treats Legacy Dime as the acquirer, with its assets and liabilities recorded at historical cost - The merger was completed on February 1, 2021, with Legacy Dime merging into Bridge, which was renamed Dime Community Bancshares, Inc.[43](index=43&type=chunk) - The merger was accounted for as a **reverse merger**, with Legacy Dime as the accounting acquirer[45](index=45&type=chunk) - The Company issued **21.2 million common shares** to Legacy Dime stockholders (51.5% voting interest) and assumed **$115.0 million** in Legacy Dime's subordinated debt[44](index=44&type=chunk)[46](index=46&type=chunk) [Note 3. Summary of Accounting Policies](index=15&type=section&id=3.%20SUMMARY%20OF%20ACCOUNTING%20POLICIES) Financial statements are prepared under GAAP for interim periods and involve significant management estimates - Unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information, involving **significant estimates and assumptions**[47](index=47&type=chunk) - The Company is evaluating ASU 2020-04 (Reference Rate Reform) and ASU 2021-01 (Reference Rate Reform: Scope), expecting **no material effect** on consolidated financial statements[51](index=51&type=chunk)[52](index=52&type=chunk) - ASU 2022-01 (Derivatives and Hedging: Fair Value Hedging-Portfolio Layer Method) and ASU 2022-02 (Financial Instruments-Credit Losses: Troubled Debt Restructurings and Vintage Disclosures) are **not expected to have a material effect** on the Company's consolidated financial statements[53](index=53&type=chunk)[54](index=54&type=chunk) [Note 4. Accumulated Other Comprehensive Income (Loss)](index=19&type=section&id=4.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20INCOME%20(LOSS)) The accumulated other comprehensive loss balance increased significantly due to unrealized losses on securities Accumulated Other Comprehensive Income (Loss) Activity (Three Months Ended March 31, 2022) | Item | Amount (in thousands) | | :------------------------------------------------- | :-------------------- | | Balance as of January 1, 2022 | $(6,181) | | Net other comprehensive (loss) income during the period | $(43,199) | | Balance as of March 31, 2022 | $(49,380) | Components of Other Comprehensive Income (Loss), Net of Tax (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :------------------------------------------------- | :---------------------------- | :---------------------------- | | Net change in unrealized gain (loss) on securities, net of tax | $(47,959) | $(11,392) | | Net change in pension and other postretirement obligations | $42 | $1,371 | | Net change in unrealized gain (loss) on derivatives, net of tax | $4,718 | $16,476 | | Other comprehensive (loss) income, net of tax | $(43,199) | $6,455 | [Note 5. Earnings Per Common Share](index=21&type=section&id=5.%20EARNINGS%20PER%20COMMON%20SHARE) The company reported diluted EPS of $0.82 for Q1 2022, a substantial improvement from a loss in the prior year Earnings Per Common Share (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 | March 31, 2021 | | :----------------------------------------- | :------------- | :------------- | | Net income (loss) available to common stockholders (in thousands) | $32,710 | $(22,855) | | Weighted average common shares outstanding | 39,251,248 | 34,260,938 | | Basic EPS | $0.82 | $(0.66) | | Diluted EPS | $0.82 | $(0.66) | [Note 6. Preferred Stock](index=21&type=section&id=6.%20PREFERRED%20STOCK) The company has one series of perpetual preferred stock paying a fixed 5.50% annual dividend - Legacy Dime's Series A preferred stock was converted into the Company's preferred stock during the merger, retaining the same powers, preferences, and rights[64](index=64&type=chunk) - The preferred stock is perpetual, pays a fixed annual dividend of **5.50% quarterly**, and is callable on or after June 15, 2025[68](index=68&type=chunk) [Note 7. Securities](index=23&type=section&id=7.%20SECURITIES) The company transferred a portion of its available-for-sale securities to held-to-maturity during the quarter Securities Portfolio (March 31, 2022 vs. December 31, 2021) | Category | March 31, 2022 (Fair Value, in thousands) | December 31, 2021 (Fair Value, in thousands) | | :-------------------------- | :------------------------------------ | :------------------------------------- | | Securities available-for-sale | $1,277,036 | $1,563,711 | | Securities held-to-maturity | $358,689 | $177,354 | - The Company transferred **$182.1 million** (book value) of available-for-sale securities to held-to-maturity at a fair value of $175.3 million during Q1 2022, converting **$6.8 million** in unrealized losses to a discount[70](index=70&type=chunk) - All unrealized losses on available-for-sale debt securities at March 31, 2022, were due to **non-credit-related interest rate changes**, with no allowance for credit losses deemed necessary[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) [Note 8. Loans Held for Investment, Net](index=28&type=section&id=8.%20LOANS%20HELD%20FOR%20INVESTMENT,%20NET) The loan portfolio remained stable, while the allowance for credit losses and non-accrual loans decreased Loans Held for Investment, Net (March 31, 2022 vs. December 31, 2021) | Category | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :------------------------------- | | Total loans held for investment, net | $9,170,234 | $9,160,808 | | Allowance for credit losses | $(79,615) | $(83,853) | | SBA PPP loans (included in C&I) | $33,000 | $66,000 | Allowance for Credit Losses Activity (Three Months Ended March 31, 2022) | Item | Amount (in thousands) | | :----------------------------------------- | :-------------------- | | Beginning balance (January 1, 2022) | $83,853 | | (Credit) provision for credit losses | $(1,654) | | Charge-offs | $(2,638) | | Recoveries | $54 | | Ending balance (March 31, 2022) | $79,615 | Non-Accrual Loans (March 31, 2022 vs. December 31, 2021) | Category | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :------------------------------- | | Total non-accrual loans | $35,962 | $40,307 | - The Company modified five loans totaling **$25.9 million** as Troubled Debt Restructurings (TDRs) during the three months ended March 31, 2022[97](index=97&type=chunk) [Note 9. Leases](index=33&type=section&id=9.%20LEASES) The company holds operating lease liabilities primarily for its office facilities and retail branches - The Company recognizes operating lease assets and liabilities for office facilities and retail branches, excluding short-term leases[107](index=107&type=chunk)[110](index=110&type=chunk) Operating Lease Liabilities and Key Metrics (March 31, 2022) | Item | Amount (in thousands) | | :---------------------------------- | :-------------------- | | Operating lease liabilities (March 31, 2022) | $63,600 | | Weighted average remaining lease term | 6.4 years | | Weighted average discount rate | 1.79% | [Note 10. Derivatives and Hedging Activities](index=35&type=section&id=10.%20DERIVATIVES%20AND%20HEDGING%20ACTIVITIES) The company utilizes interest rate swaps for cash flow hedging and freestanding derivative purposes - The Company uses interest rate swaps for **cash flow hedges** (to stabilize interest expense) and **freestanding derivatives** (for loan-level interest rate protection)[113](index=113&type=chunk)[115](index=115&type=chunk)[121](index=121&type=chunk) - An estimated **$1.7 million** will be reclassified as a decrease to interest expense from accumulated other comprehensive income related to cash flow hedges in the next twelve months[116](index=116&type=chunk) - The Company terminated 34 derivatives in Q1 2021, resulting in a **$16.5 million loss**, but no terminations occurred in Q1 2022[117](index=117&type=chunk) Derivative Financial Instruments Fair Value (March 31, 2022 vs. December 31, 2021) | Item | March 31, 2022 (Fair Value, in thousands) | December 31, 2021 (Fair Value, in thousands) | | :----------------------------------------- | :---------------------------- | :------------------------------- | | Derivative assets | $71,826 | $45,086 | | Derivative liabilities | $60,586 | $40,728 | [Note 11. Fair Value of Financial Instruments](index=41&type=section&id=11.%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) Fair value measurements are categorized into three levels, with most recurring measurements using Level 2 inputs - Fair value measurements are categorized into **Level 1** (active market quotes), **Level 2** (observable inputs), and **Level 3** (unobservable inputs)[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - Securities available-for-sale and derivatives are measured at fair value on a recurring basis, predominantly using **Level 2 inputs**[131](index=131&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk) Individually Evaluated Loans Measured at Fair Value on a Non-recurring Basis (March 31, 2022 vs. December 31, 2021) | Item | March 31, 2022 (Carrying Value, in thousands) | December 31, 2021 (Carrying Value, in thousands) | | :--------------------------------- | :---------------------------- | :------------------------------- | | Individually evaluated loans | $1,179 | $1,900 | [Note 12. Other Intangible Assets](index=46&type=section&id=12.%20OTHER%20INTANGIBLE%20ASSETS) Intangible assets consist of core deposit intangibles and a non-compete agreement resulting from the merger - The merger resulted in **$10.2 million** of core deposit intangibles and a **$780 thousand** non-compete agreement intangible asset[145](index=145&type=chunk) Other Intangible Assets (March 31, 2022 vs. December 31, 2021) | Item | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :---------------------- | :---------------------------- | :------------------------------- | | Net carrying amount | $7,776 | $8,362 | | Amortization expense (Q1 2022) | $586 | N/A | [Note 13. FHLBNY Advances](index=47&type=section&id=13.%20FHLBNY%20ADVANCES) The company doubled its FHLBNY advances during the quarter and maintains significant additional borrowing capacity FHLBNY Advances (March 31, 2022 vs. December 31, 2021) | Item | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :------------------------------- | | Total FHLBNY advances | $50,000 | $25,000 | | Weighted average rate | 0.76% | 0.35% | - The Bank had an additional unused borrowing capacity of **$3.00 billion** through the FHLBNY at March 31, 2022[227](index=227&type=chunk) - No loss on extinguishment of debt was recognized in Q1 2022, compared to **$1.6 million** in Q1 2021[149](index=149&type=chunk) [Note 14. Subordinated Debentures](index=49&type=section&id=14.%20SUBORDINATED%20DEBENTURES) The company's subordinated debt balance remained stable, with interest expense increasing slightly year-over-year Subordinated Debentures (March 31, 2022 vs. December 31, 2021) | Item | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :------------------------------- | | Subordinated debt, net | $197,050 | $197,096 | - The Company assumed **$115.0 million** of 4.50% fixed-to-floating rate subordinated debentures due 2027, callable starting June 15, 2022[151](index=151&type=chunk) - Interest expense related to subordinated debt was **$2.2 million** for Q1 2022, up from $1.9 million for Q1 2021[153](index=153&type=chunk) [Note 15. Retirement and Postretirement Plans](index=49&type=section&id=15.%20RETIREMENT%20AND%20POSTRETIREMENT%20PLANS) The company maintains two frozen defined-benefit pension plans and a 401(k) plan - The Company maintains two noncontributory defined-benefit pension plans (Employee Retirement Plan and BNB Bank Pension Plan), both **frozen** to new accruals or participants[154](index=154&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) Net Periodic Benefit (Credit) Cost (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :---------------------------- | | Net periodic credit (BNB Bank Pension Plan) | $(395) | $(381) | | Net periodic credit (Employee Retirement Plan) | $(273) | $(16) | - The 401(k) Plan expense was **$800 thousand** for Q1 2022, and the BMP and Outside Director Retirement Plan terminations in Q1 2021 resulted in a **$1.5 million** curtailment loss[159](index=159&type=chunk)[165](index=165&type=chunk) [Note 16. Stock-Based Compensation](index=53&type=section&id=16.%20STOCK-BASED%20COMPENSATION) The company grants stock options, RSAs, and PSAs, with significant unrecognized compensation cost remaining - The Company grants stock options, restricted stock awards (RSAs), and performance-based share awards (PSAs) under its 2021 Equity Incentive Plan and Legacy Stock Plans[167](index=167&type=chunk) Stock Option Activity (March 31, 2022) | Item | Number of Options | Weighted-Average Exercise Price | Remaining Contractual Years | Intrinsic Value (in thousands) | | :----------------------------------------- | :---------------- | :------------------------------ | :-------------------------- | :----------------------------- | | Options outstanding at March 31, 2022 | 121,253 | $35.39 | 7.0 | $0 | | Options vested and exercisable at March 31, 2022 | 121,253 | $35.39 | 7.0 | $0 | - As of March 31, 2022, there was **$7.9 million** of unrecognized compensation cost for RSAs (2.8 years weighted-average period) and **$2.0 million** for PSAs (2.6 years weighted-average period)[176](index=176&type=chunk)[178](index=178&type=chunk) [Note 17. Income Taxes](index=56&type=section&id=17.%20INCOME%20TAXES) The company's effective tax rate increased in Q1 2022 primarily due to the loss of benefits from its REITs Effective Tax Rates (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 | March 31, 2021 | | :-------------------------- | :------------- | :------------- | | Consolidated effective tax rate | 28.1% | 25.2% | - The increase in the effective tax rate in Q1 2022 was primarily due to the **loss of benefits from the Company's REITs**[298](index=298&type=chunk) [Note 18. Merger Related Expenses](index=56&type=section&id=18.%20MERGER%20RELATED%20EXPENSES) No merger-related expenses were incurred in Q1 2022, compared to significant costs in the prior-year period - **No merger expenses** and transaction costs were incurred during the three months ended March 31, 2022[180](index=180&type=chunk) Merger Expenses and Transaction Costs (Three Months Ended March 31, 2021) | Item | Amount (in thousands) | | :----------------------------------------- | :-------------------- | | Employee severance and compensation costs | $12,100 | | Transaction costs (including lease terminations) | $25,800 | | Total merger expenses and transaction costs | $37,900 | [Note 19. Subsequent Event](index=58&type=section&id=19.%20SUBSEQUENT%20EVENT) The company issued new subordinated notes in May 2022 to refinance existing debt - On May 6, 2022, the Company issued **$160.0 million** in fixed-to-floating rate subordinated notes due 2032[185](index=185&type=chunk) - Proceeds will be used to repay **$115.0 million** of 4.50% notes due 2027 and **$40.0 million** of 5.25% debentures due 2025, resulting in an estimated **$750 thousand** pre-tax write-off of debt issuance costs[186](index=186&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=58&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operating results, liquidity, capital, and asset quality for Q1 2022 [Overview](index=58&type=section&id=Overview) The company's operations are primarily conducted through its subsidiary, Dime Community Bank - The Holding Company's primary operations are as owner of Dime Community Bank, dependent on Bank dividends, its own earnings, capital, and borrowings[187](index=187&type=chunk) - The Bank's results are primarily driven by **net interest income** and non-interest income from fees, loan swaps, and title insurance[187](index=187&type=chunk) [Completion of Merger of Equals](index=58&type=section&id=Completion%20of%20Merger%20of%20Equals) The merger of Legacy Dime and Bridge Bancorp was completed on February 1, 2021, creating the current company - On February 1, 2021, Legacy Dime merged into Bridge Bancorp, Inc., which became Dime Community Bancshares, Inc.[188](index=188&type=chunk) - Legacy Dime common stock was converted at a ratio of **0.6480 shares** of the Holding Company's common stock, and preferred stock was converted one-for-one[188](index=188&type=chunk)[189](index=189&type=chunk) - The bank subsidiaries, Dime Community Bank (Legacy Dime) and BNB Bank (Bridge), merged to form "**Dime Community Bank**"[191](index=191&type=chunk) [Recent Developments Relating to the COVID-19 Pandemic](index=60&type=section&id=Recent%20Developments%20Relating%20to%20the%20COVID-19%20Pandemic) The company continues to operate as an essential business with no material operational disruptions from the pandemic - The Company continues to operate as an essential business, with retail branches open and remote work options, adhering to safety guidelines[192](index=192&type=chunk) - **No material operational or internal control challenges** have been identified due to the pandemic[192](index=192&type=chunk) - Potential continued material adverse impacts on significant estimates, asset valuations, and business operations (intangible assets, investments, loans, deferred tax assets, derivative counterparty risk) are acknowledged[194](index=194&type=chunk) [Lending Operations and Accommodations to Borrowers](index=60&type=section&id=Lending%20Operations%20and%20Accommodations%20to%20Borrowers) The company has significantly reduced its SBA PPP loan portfolio, with remaining loans expected to be forgiven - The Company originated over **$1.90 billion** in SBA PPP loans through December 31, 2021[196](index=196&type=chunk) SBA PPP Loans Outstanding | Item | Amount (in thousands) | | :-------------------- | :-------------------- | | SBA PPP loans, net of deferred fees | $33,000 | - The Company **sold its 2021 PPP originations** to re-deploy funds and expects remaining PPP loans to be fully forgiven[196](index=196&type=chunk) [Selected Financial Highlights and Other Data](index=61&type=section&id=Selected%20Financial%20Highlights%20and%20Other%20Data) Key performance metrics show a strong rebound in profitability and efficiency compared to the prior year Selected Financial Highlights (Three Months Ended March 31, 2022 vs. 2021) | Metric | March 31, 2022 | March 31, 2021 | | :------------------------------------------ | :------------- | :------------- | | Reported EPS (Diluted) | $0.82 | $(0.66) | | Return on average assets | 1.13% | (0.79)% | | Return on average equity | 11.53% | (8.18)% | | Net interest margin | 3.19% | 3.14% | | Efficiency ratio | 51.8% | 117.5% | | Non-performing loans/Total loans | 0.39% | 0.34% | | Allowance for credit loss/Total loans | 0.86% | 0.93% | [Critical Accounting Estimates](index=61&type=section&id=Critical%20Accounting%20Estimates) Key estimates involving significant management judgment include the allowance for credit losses and fair value of acquired loans - Critical accounting estimates involve **significant management judgment and subjectivity**, impacting the Company's financial condition and results[203](index=203&type=chunk) - Key critical estimates include the **allowance for credit losses** on loans held for investment and the **fair value of loans acquired** in business combinations[203](index=203&type=chunk) [Allowance for Credit Losses on Loans Held for Investment](index=61&type=section&id=Allowance%20for%20Credit%20Losses%20on%20Loans%20Held%20for%20Investment) The allowance for credit losses is determined under the CECL standard using models and significant management judgment - The allowance for credit losses is established under the **CECL Standard**, based on expected losses from historical experience, current conditions, and reasonable and supportable forecasts[205](index=205&type=chunk)[208](index=208&type=chunk) - For pooled loans, a model compares amortized cost to the net present value of expected cash flows, using assumptions for **probability of default, loss given default, and economic forecasts**[208](index=208&type=chunk) - Estimating future losses is subject to **significant management judgment** and inherent uncertainties, with potential material impacts on net income if assumptions prove incorrect[211](index=211&type=chunk)[213](index=213&type=chunk) [Fair value of loans acquired in a business combination](index=65&type=section&id=Fair%20value%20of%20loans%20acquired%20in%20a%20business%20combination) The fair value of loans acquired in the merger was determined using a discounted cash flow methodology - Fair value of acquired loans from the merger was based on a **discounted cash flow methodology**, considering loan type, collateral, discount rates, and expected future cash flows[216](index=216&type=chunk) - The fair value estimates contributed to the **$100.2 million in goodwill** recorded from the merger[216](index=216&type=chunk) - For PCD loans, expected credit losses were added to the purchase price, with non-credit differences recognized as discounts or premiums through interest income[217](index=217&type=chunk) [Liquidity and Capital Resources](index=65&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position and is considered "well capitalized" under regulatory standards - Liquidity is managed to meet customer commitments, deposit withdrawals, and fund new loans/investments, primarily through deposits, loan/MBS payments, and FHLBNY advances[223](index=223&type=chunk) Deposit and FHLBNY Advance Changes (Three Months Ended March 31, 2022) | Item | Change (in thousands) | | :----------------------------------------- | :-------------------- | | Total deposits | $(28,900) | | FHLBNY advances | $25,000 | - The Bank had an unused borrowing capacity of **$3.00 billion** through the FHLBNY and was considered "**well capitalized**" at March 31, 2022, complying with all Basel III capital requirements[227](index=227&type=chunk)[233](index=233&type=chunk)[239](index=239&type=chunk) [Contractual Obligations](index=69&type=section&id=Contractual%20Obligations) The company's contractual obligations include deposits, borrowings, subordinated debt, and lease payments - Contractual obligations include FHLBNY advances, short-term borrowings, subordinated debt, and customer CDs[237](index=237&type=chunk) - The Bank also has rental payment obligations under leases for its branches and equipment[237](index=237&type=chunk) [Off-Balance Sheet Arrangements](index=69&type=section&id=Off-Balance%20Sheet%20Arrangements) The company has off-balance sheet commitments primarily related to unfunded loans Off-Balance Sheet Commitments (March 31, 2022) | Item | Amount (in thousands) | | :----------------------------------------- | :-------------------- | | Firm loan commitments accepted by borrowers | $378,700 | - The Bank has a maximum exposure of **$28.0 million** under a reimbursement agreement with FHLMC for loan securitization, collateralized by available-for-sale MBS[242](index=242&type=chunk) [Asset Quality](index=71&type=section&id=Asset%20Quality) The company maintains strong asset quality through disciplined underwriting and active monitoring of delinquent loans [General (Asset Quality)](index=71&type=section&id=General%20(Asset%20Quality)) The company's lending practices exclude the origination or purchase of subprime loans - The Company **does not originate or purchase subprime loans**[243](index=243&type=chunk) [Monitoring and Collection of Delinquent Loans](index=71&type=section&id=Monitoring%20and%20Collection%20of%20Delinquent%20Loans) A systematic process is in place for monitoring delinquent loans, including automated notices and repayment negotiations - Delinquent loans are reviewed monthly, with automated late notices and repayment negotiations[244](index=244&type=chunk)[245](index=245&type=chunk) - Interest accrual is generally discontinued on loans **90 days or more past due**, unless well-secured and in collection[246](index=246&type=chunk) - Foreclosure proceedings are initiated on non-accrual real estate loans, and C&I loans are actively managed with annual reviews and financial covenants[247](index=247&type=chunk)[248](index=248&type=chunk) [Non-accrual Loans (Asset Quality)](index=73&type=section&id=Non-accrual%20Loans%20(Asset%20Quality)) Non-accrual loans decreased during the quarter, improving the overall asset quality ratio Non-Accrual Loans (March 31, 2022 vs. December 31, 2021) | Item | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :------------------------------- | | Total non-accrual loans | $35,962 | $40,307 | | Total non-accrual loans to total loans | 0.39% | 0.44% | [Troubled Debt Restructurings (TDRs) (Asset Quality)](index=73&type=section&id=TDRs%20(Asset%20Quality)) The company modified five loans as TDRs in Q1 2022 to assist financially distressed borrowers - Five loans were modified as TDRs in Q1 2022 due to payment deferrals for financially distressed borrowers; **no TDRs in Q1 2021**[254](index=254&type=chunk) - TDRs are evaluated for accrual status and expected credit losses are estimated within the allowance for credit losses[258](index=258&type=chunk) [Other Real Estate Owned (OREO) (Asset Quality)](index=75&type=section&id=OREO%20(Asset%20Quality)) The company held no Other Real Estate Owned properties on its balance sheet at the end of the quarter - OREO is carried at the lower of fair value or book balance, with quarterly reassessments[260](index=260&type=chunk) - There was **no carrying value of OREO properties** on the balance sheet at March 31, 2022, or December 31, 2021, and no provisions for losses were recognized in Q1 2022 or Q1 2021[261](index=261&type=chunk) [Past Due Loans (Asset Quality)](index=75&type=section&id=Past%20Due%20Loans%20(Asset%20Quality)) The volume of past due loans decreased significantly across all delinquency categories during the quarter Past Due Loans (March 31, 2022 vs. December 31, 2021) | Item | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :------------------------------- | | Loans delinquent 30 to 59 days | $27,100 | $61,200 | | Loans delinquent 60 to 89 days | $924 | $12,100 | | Accruing loans 90 days or more past due | $1,200 | $3,000 | [Allowance for Off-Balance Sheet Exposures](index=77&type=section&id=Allowance%20for%20Off-Balance%20Sheet%20Exposures) The allowance for off-balance sheet exposures remained unchanged from the previous quarter Allowance for Off-Balance Sheet Exposures (March 31, 2022 vs. December 31, 2021) | Item | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :------------------------------- | | Allowance for off-balance sheet exposures | $4,400 | $4,400 | [Allowance for Credit Losses (Asset Quality)](index=77&type=section&id=Allowance%20for%20Credit%20Losses%20(Asset%20Quality)) The company recorded a credit loss recovery in Q1 2022 due to improved macroeconomic conditions - The Company adopted the CECL Standard on January 1, 2021, resulting in an initial **$3.9 million decrease** to the allowance for credit losses[269](index=269&type=chunk)[270](index=270&type=chunk) Credit Loss (Recovery) Provision (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :---------------------------- | | (Credit) provision for credit losses | $(1,600) | $15,800 | - The Q1 2022 credit loss recovery was due to **improved macroeconomic conditions** and reduced reserves for individually evaluated loans[271](index=271&type=chunk) [Comparison of Financial Condition at March 31, 2022 and December 31, 2021](index=78&type=section&id=Comparison%20of%20Financial%20Condition%20at%20March%2031,%202022%20and%20December%2031,%202021) This section compares the company's balance sheet at the end of Q1 2022 with the end of the prior fiscal year [Assets (Financial Condition Comparison)](index=78&type=section&id=Assets%20(Financial%20Condition%20Comparison)) Total assets remained stable, with a shift from securities to cash and derivative assets Asset Changes (March 31, 2022 vs. December 31, 2021) | Item | Change (in thousands) | | :----------------------------------------- | :-------------------- | | Total assets | $11,900 | | Cash and due from banks | $39,300 | | Derivative assets | $26,700 | | Total loans | $9,400 | | Total securities | $(82,100) | [Liabilities (Financial Condition Comparison)](index=80&type=section&id=Liabilities%20(Financial%20Condition%20Comparison)) Total liabilities increased, driven by derivative cash collateral and FHLBNY advances, offsetting a decrease in deposits Liability Changes (March 31, 2022 vs. December 31, 2021) | Item | Change (in thousands) | | :----------------------------------------- | :-------------------- | | Total liabilities | $49,200 | | Derivative cash collateral | $64,500 | | FHLBNY advances | $25,000 | | Total deposits | $(28,900) | [Stockholders' Equity (Financial Condition Comparison)](index=80&type=section&id=Stockholders'%20Equity%20(Financial%20Condition%20Comparison)) Stockholders' equity decreased due to comprehensive loss and capital returns exceeding net income Stockholders' Equity Changes (March 31, 2022 vs. December 31, 2021) | Item | Change (in thousands) | | :----------------------------------------- | :-------------------- | | Total stockholders' equity | $(37,300) | | Other comprehensive loss | $(43,200) | | Repurchases of common stock | $(17,400) | | Common stock dividends | $(9,300) | | Preferred stock dividends | $(1,800) | | Net income | $34,500 | [Comparison of Operating Results for the Three Months Ended March 31, 2022 and 2021](index=80&type=section&id=Comparison%20of%20Operating%20Results%20for%20the%20Three%20Months%20Ended%20March%2031,%202022%20and%202021) This section analyzes the company's income statement performance for Q1 2022 compared to Q1 2021 [General (Operating Results Comparison)](index=80&type=section&id=General%20(Operating%20Results%20Comparison)) The company's net income improved dramatically due to higher net interest income and lower expenses Net Income (Loss) (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :---------------------------- | | Net income (loss) | $34,531 | $(21,034) | - The improvement was driven by increases in net interest income (**$11.3M**), non-interest income (**$14.6M**), and a decrease in non-interest expense (**$32.9M**), along with a credit loss provision decrease (**$17.4M**)[283](index=283&type=chunk) [Net interest income (Operating Results Comparison)](index=82&type=section&id=Net%20interest%20income%20(Operating%20Results%20Comparison)) Net interest income and margin both increased, driven by growth in average interest-earning assets Net Interest Income and Margin (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :---------------------------- | | Net interest income | $89,109 | $77,841 | | Net interest margin (NIM) | 3.19% | 3.14% | - The increase in net interest income was primarily due to a **$1.27 billion increase** in average interest-earning assets[289](index=289&type=chunk) [Interest Income (Operating Results Comparison)](index=82&type=section&id=Interest%20Income%20(Operating%20Results%20Comparison)) Higher average balances in real estate loans and securities drove the increase in total interest income Interest Income Changes by Category (Three Months Ended March 31, 2022 vs. 2021) | Category | Change (in thousands) | | :----------------------------------------- | :-------------------- | | Real estate loans | $10,000 | | Securities | $2,800 | | SBA PPP loans | $(4,600) | - The increase in interest income on real estate loans and securities was primarily due to **higher average balances** resulting from the merger[290](index=290&type=chunk) [Interest Expense (Operating Results Comparison)](index=82&type=section&id=Interest%20Expense%20(Operating%20Results%20Comparison)) Interest expense decreased due to lower rates on deposits and reduced average balances on borrowings Interest Expense Changes by Category (Three Months Ended March 31, 2022 vs. 2021) | Category | Change (in thousands) | | :----------------------------------------- | :-------------------- | | Certificates of Deposit (CDs) | $(1,800) | | FHLBNY advances | $(1,600) | | Money market accounts | $(1,100) | | Subordinated debt | $299 | - The decrease in interest expense was primarily due to **decreased rates** on CDs and money market accounts, and **lower average balances** for FHLBNY advances and CDs[291](index=291&type=chunk) [Provision for Credit Losses (Operating Results Comparison)](index=84&type=section&id=Provision%20for%20Credit%20Losses%20(Operating%20Results%20Comparison)) The company recorded a credit loss recovery in Q1 2022, a significant reversal from the provision in Q1 2021 Credit Loss (Recovery) Provision (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :---------------------------- | | (Credit) provision for credit losses | $(1,600) | $15,800 | - The Q1 2022 recovery was due to **improved macroeconomic conditions** and reduced reserves for individually evaluated loans[293](index=293&type=chunk) [Non-Interest Income (Operating Results Comparison)](index=84&type=section&id=Non-Interest%20Income%20(Operating%20Results%20Comparison)) Non-interest income increased substantially, primarily due to the absence of a large loss on derivative terminations in the prior year Non-Interest Income (Loss) (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :---------------------------- | | Total non-interest income (loss) | $7,203 | $(7,383) | - The increase was primarily due to the absence of a **$16.5 million loss on termination of derivatives** in Q1 2021[294](index=294&type=chunk)[295](index=295&type=chunk) - Service charges and other fees increased by **$1.1 million**, and BOLI income increased by **$500 thousand**[294](index=294&type=chunk) [Non-Interest Expense (Operating Results Comparison)](index=84&type=section&id=Non-Interest%20Expense%20(Operating%20Results%20Comparison)) Non-interest expense decreased significantly due to the absence of merger-related costs from the prior year Non-Interest Expense (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :---------------------------- | | Total non-interest expense | $49,888 | $82,805 | - The decrease was primarily due to the absence of **$37.9 million in merger expenses** and transaction costs, **$1.6 million loss on extinguishment of debt**, and **$1.5 million curtailment loss** from the prior year[296](index=296&type=chunk) [Income Tax Expense (Operating Results Comparison)](index=84&type=section&id=Income%20Tax%20Expense%20(Operating%20Results%20Comparison)) The effective tax rate rose due to the loss of tax benefits from the company's REITs Income Tax Expense (Benefit) and Effective Tax Rate (Three Months Ended March 31, 2022 vs. 2021) | Item | March 31, 2022 (in thousands) | March 31, 2021 (in thousands) | | :----------------------------------------- | :---------------------------- | :---------------------------- | | Income tax expense (benefit) | $13,485 | $(7,092) | | Effective tax rate | 28.1% | 25.2% | - The increase in effective tax rate was primarily due to the **loss of benefits from the Company's REITs**[298](index=298&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=84&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, which is monitored using EVE and NII simulation analyses [General (Market Risk)](index=84&type=section&id=General%20(Market%20Risk)) Interest rate risk is the company's most significant market risk exposure - **Interest rate risk** is the Company's largest market risk component[300](index=300&type=chunk) - No transactions involving derivative instruments requiring bifurcation for hedging interest rate or market risk were conducted in Q1 2022[300](index=300&type=chunk) [Interest Rate Risk Exposure Analysis](index=84&type=section&id=Interest%20Rate%20Risk%20Exposure%20Analysis) The company's Economic Value of Equity increased significantly due to the rising rate environment - The Company monitors interest rate risk using **Economic Value of Equity (EVE)** and **Income Simulation** analyses[301](index=301&type=chunk)[312](index=312&type=chunk) Economic Value of Equity (EVE) (March 31, 2022 vs. December 31, 2021) | Scenario | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------- | :---------------------------- | :------------------------------- | | Pre-Shock Scenario EVE | $1,740,914 | $1,218,220 | - The increase in EVE was primarily due to the **increased value of the Bank's low-cost deposit base** relative to the current rising rate environment[308](index=308&type=chunk) Estimated Percentage Change in Net Interest Income (Gradual Rate Change) | Gradual Change in Interest rates of: | Year-One | Year-Two | | :----------------------------------- | :------- | :------- | | + 100 Basis Points | 0.5% | 4.4% | [Item 4. Controls and Procedures](index=88&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2022 - Management concluded that the Company's disclosure controls and procedures were **effective** as of March 31, 2022[313](index=313&type=chunk) [Changes in Internal Control Over Financial Reporting](index=88&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No material changes to internal controls over financial reporting occurred during the first quarter of 2022 - **No material changes** in internal control over financial reporting occurred during the three months ended March 31, 2022[314](index=314&type=chunk) [PART II – OTHER INFORMATION](index=88&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part covers legal proceedings, risk factors, stock repurchases, and other required disclosures [Item 1. Legal Proceedings](index=88&type=section&id=Item%201.%20Legal%20Proceedings) No pending legal actions are expected to have a material adverse impact on the company's financial condition - The Company is routinely involved in legal actions in the ordinary course of business[315](index=315&type=chunk) - As of March 31, 2022, no legal actions were deemed likely to have a **material adverse impact** on financial condition or results of operations[315](index=315&type=chunk) [Item 1A. Risk Factors](index=88&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2021 Form 10-K - **No changes** to the risk factors disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021[316](index=316&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=90&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased over 500,000 shares of its common stock during the first quarter of 2022 Common Stock Repurchases (Three Months Ended March 31, 2022) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :------------- | :----------------------------- | :--------------------------- | | January 2022 | 120,215 | $35.60 | | February 2022 | 135,317 | $34.35 | | March 2022 | 249,473 | $33.93 | | **Total Q1 2022** | **505,005** | **$34.50 (approx)** | - As of March 31, 2022, **581,682 shares remained available for purchase** under authorized stock repurchase programs[320](index=320&type=chunk) [Item 3. Defaults Upon Senior Securities](index=90&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - **No defaults** upon senior securities[321](index=321&type=chunk) [Item 4. Mine Safety Disclosures](index=90&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Not Applicable**[322](index=322&type=chunk) [Item 5. Other Information](index=90&type=section&id=Item%205.%20Other%20Information) No other information is required to be disclosed under this item - **None**[323](index=323&type=chunk) [Item 6. Exhibits](index=91&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate documents and officer certifications - Includes Restated Certificate of Incorporation, Amended and Restated Bylaws, and certifications of Principal Executive and Financial Officers[325](index=325&type=chunk) - XBRL financial statements and taxonomy documents are filed as exhibits[325](index=325&type=chunk) [SIGNATURES](index=92&type=section&id=SIGNATURES) The report was duly signed by the company's executive officers on May 9, 2022 - Report signed by **Kevin M. O'Connor (CEO)** and **Avinash Reddy (SEVP & CFO)** on May 9, 2022[328](index=328&type=chunk)