Dime(DCOM) - 2022 Q4 - Annual Report

Cautionary Note Regarding Forward-Looking Statements Forward-Looking Statements Disclaimer 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] - 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] - The Company has no obligation to update any forward-looking statements after the document's date[13] PART I Item 1. Business 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] - 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] - As of December 31, 2022, the Company operated 59 branch locations across Long Island and New York City boroughs[21] 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] - On February 1, 2021, Legacy Dime merged with Bridge Bancorp, Inc, with Bridge as the surviving corporation renamed 'Dime Community Bancshares, Inc'[19] - 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] Human Capital Resources 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] - The Company's culture promotes strong community ties, customer focus, accountability, and employee development, with a commitment to diversity and inclusion[24] - 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][26] Competition and Principal Market Areas 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] - 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] - The title insurance subsidiary also competes with other brokers and underwriters in New York State[27] 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] - They are subject to federal, New York State, New York City, and New Jersey income taxation[29] - Gains and losses from the sale of available-for-sale securities are generally treated as ordinary income for banks[30] Regulation and Supervision The Company and its bank subsidiary operate under an extensive federal and state regulatory framework governing all aspects of banking Dime Community Bank 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] - 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][37] - 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][41] Dime Community Bancshares, Inc. 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][67] - 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] - 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][72] Item 1A. Risk Factors 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][78] - 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][88][89] - 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][97][98] Risks Related to our Loan Portfolio 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] - Multi-family real estate loans are exposed to risks from rent control and stabilization legislation, which could impair collateral value or cash flow[81] - 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] Risks Related to Interest Rates 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] - Changes in interest rates also affect the fair value of the securities portfolio, which totaled $1.54 billion as of December 31, 2022[90] - 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][93][94] Risks Related to Regulation 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] - 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] - 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][99] Risks Related to our Debt Securities 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] - In 2022, the Company issued $160.0 million of 5.00% Fixed-to-Floating Rate Subordinated Debentures due 2032[100] - 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] Strategic Risks 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] - Mergers and acquisitions involve risks such as high expenses, diversion of management attention, integration challenges, customer outflow, and personnel retention[103] - 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][105] Operational Risk Factors 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][107][108] - 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] - 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][116][117][118] Accounting-Related Risks 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] - The Company's accounting policies rely on estimates and assumptions (e g, asset/liability valuation), and incorrect judgments could lead to material losses[125] - 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] Item 1B. Unresolved Staff Comments This item states that there are no unresolved staff comments from the SEC - Not applicable, indicating no unresolved staff comments[128] Item 2. Properties 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] - Bank's main office: 2200 Montauk Highway, Bridgehampton, New York[129] - As of December 31, 2022, the Company operated 59 branch locations: 43 leased and 16 owned[129] Item 3. Legal Proceedings 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] - 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] Item 4. Mine Safety Disclosures This item states that mine safety disclosures are not applicable to the Company - Not applicable, indicating no mine safety disclosures[132] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 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] - As of February 16, 2023, there were approximately 1,112 shareholders of record[135] 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] This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 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] - 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] As of December 31, 2022, SBA PPP loans totaled $5.8 million, net of deferred fees[141] Critical Accounting Estimates 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] - 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][148] - 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] Comparison of Operating Results Years Ended December 31, 2022, 2021 and 2020 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] - 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] Comparison of Financial Condition at December 31, 2022 and December 31, 2021 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][178] - 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] Loan Portfolio Composition 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] Loan Purchases, Sales and Servicing 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] 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] Loan Maturity and Repricing 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] 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 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] - Non-accrual loans decreased from $40.3 million at December 31, 2021, to $34.2 million at December 31, 2022[194] 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 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][370] Sources of Funds 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][223][232] - Brokered deposits totaled $538.9 million at December 31, 2022, including purchased CDs and MMAs from CDARS/ICS programs and other brokers[222] Liquidity and Capital Resources 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] - 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][233] - As of December 31, 2022, the Bank had an additional unused borrowing capacity of $1.57 billion through the FHLBNY[235] - 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] Contractual Obligations 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] - Customer Certificates of Deposit (CDs) with fixed contractual interest rates represent another significant obligation[242] - The Bank is obligated to make rental payments under leases for certain branches and equipment[242] Off-Balance Sheet Arrangements 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] - 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] - The Bank has pledged $28.0 million of pass-through MBS issued by GSEs as collateral for this reimbursement obligation[244] Recently Issued Accounting Standards 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] Item 7A. Quantitative and Qualitative Disclosures About Market Risk 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][248] - 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][252][254] - 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] Interest Rate Risk Exposure Analysis 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] 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 Consolidated Statements of Financial Condition 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] - 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] Consolidated Statements of Income 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] - Provision for credit losses decreased to $5.4 million in 2022 from $6.2 million in 2021 and $26.2 million in 2020[266] Consolidated Statements of Comprehensive Income 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] - 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] Consolidated Statements of Changes in Stockholders' Equity 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][272] - The Company repurchased $46.8 million of treasury stock in 2022, following $59.3 million in 2021[272] Consolidated Statements of Cash Flows 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] - 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] Notes to Consolidated Financial Statements These notes provide detailed information supporting the financial statements, including accounting policies, merger details, and financial instrument breakdowns 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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][283] - 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][280] - 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][347] 2. MERGER 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][356] - 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][355] 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) 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] - 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] 4. SECURITIES 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][378] 5. LOANS HELD FOR INVESTMENT, NET 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] - 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] 6. LOAN SERVICING ACTIVITIES 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] 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] 7. PREMISES AND FIXED ASSETS, NET AND PREMISES HELD FOR SALE 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] - There were no premises held for sale at December 31, 2022[402] One property was sold for $1.9 million in 2022, resulting in a $1.4 million gain[402] 8. LEASES 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] - The weighted average remaining lease term was 5.9 years at December 31, 2022, with a weighted average discount rate of 2.03%[403] 9. GOODWILL AND OTHER INTANGIBLE ASSETS 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][405] 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] 10. RESTRICTED STOCK 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] - Dividend income from FHLBNY capital stock was $0.9 million in 2022, $1.9 million in 2021, and $3.0 million in 2020[412] 11. DEPOSITS 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] - The portion of deposit accounts exceeding the $250,000 FDIC insurance limit was $5.73 billion at December 31, 2022[415] 12. DERIVATIVES AND HEDGING ACTIVITIES 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][418][427] - 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] 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 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] - The average interest rate on outstanding FHLBNY Advances was 4.55% at December 31, 2022, compared to 0.35% in 2021[433] - The Bank had an eligible borrowing capacity of $4.13 billion with the FHLBNY at December 31, 2022, and maintained sufficient collateral[433] 14. SUBORDINATED DEBENTURES 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] - 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] 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 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] - Interest expense on AFX borrowings was $1.4 million in 2022, compared to $1 thousand in 2021 and $45 thousand in 2020[442] 16. INCOME TAXES 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] 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 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] - In 2021, merger-related expenses included $15.9 million for employee severance and compensation and $28.9 million for transaction costs[455] - These costs are considered one-time and not ongoing expenses of the combined organization[455] 18. BRANCH RESTRUCTURING COSTS 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] - In 2021, $5.1 million in branch restructuring costs were recognized, associated with combining five branch locations in October 2021[456] - These costs included early lease terminations and accelerated depreciation of fixed assets[456] 19. RETIREMENT AND POSTRETIREMENT PLANS 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] - The Company provides a 401(k) plan for substantially all current employees, with partial matching contributions from the Bank[341][478] - 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][483] 20. STOCK-BASED COMPENSATION 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] 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] 21. EARNINGS PER SHARE 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] - Diluted EPS was $3.73 in 2022, reflecting no dilutive effect from stock options as their exercise prices exceeded the average market price[508][509] 22. PREFERRED STOCK 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] - The Preferred Stock is perpetual, has no stated maturity, and pays a fixed 5.50% annual dividend quarterly[512] - 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] 23. COMMITMENTS AND CONTINGENCIES 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] - 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] 24. FAIR VALUE OF FINANCIAL INSTRUMENTS 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][519][520] 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] 25. REGULATORY CAPITAL MATTERS 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] - As of December 31, 2022, both the Company and the Bank were in compliance with all applicable regulatory capital requirements[534] 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