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~~September 30, 2022

☐ 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 address, if changed since last report)


New York		11-2934195
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

898 Veterans Memorial Highway, Suite 560, Hauppauge, NY		11788
(Address of principal executive offices)		(Zip Code)

(631) 537-1000

(Registrant’s telephone number, including area code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	DCOM	The NASDAQ Stock Market
Preferred Stock, Series A, $0.01 Par Value	DCOMP	The NASDAQ Stock Market

Indicate by check mark whether the registrant (1) has filed all the reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer" "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☒	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller Reporting Company ☐
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Classes of Common Stock		Number of shares outstanding at ~~July~~October 31, 2022
$0.01 Par Value		~~38,597,441~~38,573,667

Table of Contents


PART I – FINANCIAL INFORMATION		Page
Item 1.	Unaudited Condensed Consolidated Financial Statements
	Consolidated Statements of Financial Condition at ~~June~~September 30, 2022 and December 31, 2021	4
	Consolidated Statements of Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021	5
	Consolidated Statements of Comprehensive Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021	6
	Consolidated Statements of Changes in Stockholders’ Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021	7
	Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3938
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5655
Item 4.	Controls and Procedures	5857

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	5857
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5958
Item 3.	Defaults Upon Senior Securities	5958
Item 4.	Mine Safety Disclosures	5958
Item 5.	Other Information	5958
Item 6.	Exhibits	6059
	Signatures	6160

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements may be identified by use of words such as “annualized,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar terms and phrases, including references to assumptions.

Forward-looking statements are based upon various assumptions and analyses made by Dime Community Bancshares, Inc. (together with its direct and indirect subsidiaries, the “Company”), in light of management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond the Company’s control) that could cause actual conditions or results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, you should not place undue reliance on such statements. These factors include, without limitation, the following:

●

increases in competitive pressure among financial institutions or from non-financial institutions;

●

inflation and fluctuation in market interest rates, which may affect demand for our products, interest margins and the fair value of financial instruments;

●

changes in deposit flows, loan demand or real estate values;

●

changes in the quality and composition of our loan or investment portfolios;

●

changes in accounting principles, policies or guidelines;

●

changes in corporate and/or individual income tax laws or policies;

●

general economic conditions, either nationally or locally in some or all areas in which the Company conducts business, or conditions in the securities markets or the banking industry;

●

legislative, regulatory or policy changes;

●

technological changes;

●

breaches or failures of the Company’s information technology security systems;

●

difficulties or unanticipated expenses incurred in the consummation of new business initiatives or the integration of any acquired entities;

●

litigation or matters before regulatory agencies;

●

the effects of the COVID-19 pandemic, including the impact of government responses, changes in consumer behavior, and supply chain interruptions; and

●

the risks referred to in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

Table of Contents

Item 1. Condensed Consolidated Financial Statements

DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

(Dollars in thousands except share amounts)

June 30,

December 31,


2022

2021
Assets:


Cash and due from banks

$
281,487

$
393,722
Securities available-for-sale, at fair value

1,007,757

1,563,711
Securities held-to-maturity

579,965

179,309
Loans held for sale

530

5,493
Loans held for investment, net of fees and costs

9,660,907

9,244,661
Allowance for credit losses

(79,426)

(83,853)
Total loans held for investment, net

9,581,481

9,160,808
Premises and fixed assets, net

48,686

50,368
Premises held for sale

556

556
Restricted stock

42,110

37,732
Bank Owned Life Insurance ("BOLI")

328,928

295,789
Goodwill

155,797

155,797
Other intangible assets

7,346

8,362
Operating lease assets

59,511

64,258
Derivative assets

106,917

45,086
Accrued interest receivable

38,382

40,149
Other assets

107,632

65,224
Total assets

$
12,347,085

$
12,066,364

Liabilities:




Interest-bearing deposits

$
6,726,277

$
6,538,551
Non-interest-bearing deposits

3,839,724

3,920,423
Total deposits

10,566,001

10,458,974
Federal Home Loan Bank of New York ("FHLBNY") advances

100,000

25,000
Other short-term borrowings

2,162

1,862
Subordinated debt, net

200,327

197,096
Derivative cash collateral

115,790

4,550
Operating lease liabilities

61,850

66,103
Derivative liabilities

93,420

40,728
Other liabilities

67,013

79,431
Total liabilities

11,206,563

10,873,744




Commitments and contingencies





Stockholders' equity:




Preferred stock, Series A ($0.01 par, $25.00 liquidation value, 10,000,000 shares authorized and 5,299,200 shares issued and outstanding at June 30, 2022 and December 31, 2021)

116,569

116,569
Common stock ($0.01 par, 80,000,000 shares authorized, 41,616,414 shares and 41,610,939 shares issued at June 30, 2022 and December 31, 2021, respectively, and 38,769,353 shares and 39,877,833 shares outstanding at June 30, 2022 and December 31, 2021, respectively)

416

416
Additional paid-in capital

495,266

494,125
Retained earnings

705,371

654,726
Accumulated other comprehensive loss, net of deferred taxes

(69,950)

(6,181)
Unearned equity awards

(10,260)

(7,842)
Treasury stock, at cost (2,847,061 shares and 1,733,106 shares at June 30, 2022 and December 31, 2021, respectively)

(96,890)

(59,193)
Total stockholders' equity

1,140,522

1,192,620
Total liabilities and stockholders' equity

$
12,347,085

$
12,066,364


	September 30,		December 31,
	2022		2021
Assets:
Cash and due from banks	$	312,996	$	393,722
Securities available-for-sale, at fair value		962,927		1,563,711
Securities held-to-maturity		591,403		179,309
Loans held for sale		289		5,493
Loans held for investment, net of fees and costs		10,116,941		9,244,661
Allowance for credit losses		(81,935)		(83,853)
Total loans held for investment, net		10,035,006		9,160,808
Premises and fixed assets, net		47,406		50,368
Premises held for sale		—		556
Restricted stock		65,656		37,732
Bank Owned Life Insurance ("BOLI")		331,105		295,789
Goodwill		155,797		155,797
Other intangible assets		6,915		8,362
Operating lease assets		57,916		64,258
Derivative assets		162,679		45,086
Accrued interest receivable		41,567		40,149
Other assets		114,241		65,224
Total assets	$	12,885,903	$	12,066,364

Liabilities:
Interest-bearing deposits	$	6,657,994	$	6,538,551
Non-interest-bearing deposits		3,830,676		3,920,423
Total deposits		10,488,670		10,458,974
Federal Home Loan Bank of New York ("FHLBNY") advances		620,000		25,000
Other short-term borrowings		2,124		1,862
Subordinated debt, net		200,305		197,096
Derivative cash collateral		158,200		4,550
Operating lease liabilities		60,252		66,103
Derivative liabilities		144,343		40,728
Other liabilities		71,218		79,431
Total liabilities		11,745,112		10,873,744

Commitments and contingencies

Stockholders' equity:
Preferred stock, Series A ($0.01 par, $25.00 liquidation value, 10,000,000 shares authorized and 5,299,200 shares issued and outstanding at September 30, 2022 and December 31, 2021)		116,569		116,569
Common stock ($0.01 par, 80,000,000 shares authorized, 41,616,414 shares and 41,610,939 shares issued at September 30, 2022 and December 31, 2021, respectively, and 38,571,572 shares and 39,877,833 shares outstanding at September 30, 2022 and December 31, 2021, respectively)		416		416
Additional paid-in capital		495,232		494,125
Retained earnings		733,783		654,726
Accumulated other comprehensive loss, net of deferred taxes		(93,036)		(6,181)
Unearned equity awards		(9,177)		(7,842)
Treasury stock, at cost (3,044,842 shares and 1,733,106 shares at September 30, 2022 and December 31, 2021, respectively)		(102,996)		(59,193)
Total stockholders' equity		1,140,791		1,192,620
Total liabilities and stockholders' equity	$	12,885,903	$	12,066,364

See notes to unaudited condensed consolidated financial statements.

Table of Contents

DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in thousands except per share amounts)

Three Months Ended

Six Months Ended

June 30,

June 30,


2022

2021

2022

2021

Interest income:









Loans

$
93,102

$
94,288

$
179,522

$
175,670

Securities

7,067

5,127

14,198

9,507

Other short-term investments

741

986

1,109

1,979

Total interest income

100,910

100,401

194,829

187,156

Interest expense:









Deposits and escrow

3,731

4,803

6,262

10,101

Borrowed funds

3,573

2,344

5,851

5,960

Derivative cash collateral

94

—

95

—

Total interest expense

7,398

7,147

12,208

16,061

Net interest income

93,512

93,254

182,621

171,095

Provision (credit) for credit losses

44

(4,248)

(1,548)

11,531

Net interest income after provision (credit) for credit losses

93,468

97,502

184,169

159,564

Non-interest income:









Service charges and other fees

4,337

3,876

8,395

6,796

Title fees

683

688

1,104

1,121

Loan level derivative income

1,685

559

1,691

2,351

BOLI income

4,143

1,593

5,982

2,932

Gain on sale of Small Business Administration ("SBA") loans

723

21,670

965

21,834

Gain on sale of residential loans

191

506

339

1,229

Net gain on equity securities

—

—

—

131

Net gain on sale of securities and other assets

—

20

—

730

Loss on termination of derivatives

—

—

—

(16,505)

Other

362

632

851

1,542

Total non-interest income

12,124

29,544

19,327

22,161

Non-interest expense:









Salaries and employee benefits

28,454

27,598

59,288

52,417

Severance

2,193

1,875

2,193

1,875

Occupancy and equipment

7,396

8,122

14,980

15,099

Data processing costs

3,913

5,031

7,718

8,559

Marketing

1,515

788

2,810

1,648

Professional services

2,028

2,538

4,122

4,403

Federal deposit insurance premiums

1,150

934

2,300

1,873

Loss from extinguishment of debt

740

157

740

1,751

Curtailment loss

—

—

—

1,543

Merger expenses and transaction costs

—

1,836

—

39,778

Branch restructuring costs

—

1,659

—

1,659

Amortization of other intangible assets

430

835

1,016

1,192

Other

4,019

3,509

6,559

5,890

Total non-interest expense

51,838

54,882

101,726

137,687

Income before income taxes

53,754

72,164

101,770

44,038

Income tax expense

15,269

20,886

28,754

13,794

Net income

38,485

51,278

73,016

30,244

Preferred stock dividends

1,822

1,822

3,643

3,643

Net income available to common stockholders

$
36,663

$
49,456

$
69,373

$
26,601

Earnings per common share:









Basic

$
0.94

$
1.19

$
1.76

$
0.70

Diluted

$
0.94

$
1.19

$
1.76

$
0.70


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest income:
Loans	$	106,306	$	94,045	$	285,828	$	269,715
Securities		7,374		6,030		21,572		15,537
Other short-term investments		847		583		1,956		2,562
Total interest income		114,527		100,658		309,356		287,814
Interest expense:
Deposits and escrow		10,154		3,565		16,416		13,666
Borrowed funds		3,483		2,265		9,334		8,225
Derivative cash collateral		452		—		547		—
Total interest expense		14,089		5,830		26,297		21,891
Net interest income		100,438		94,828		283,059		265,923
Provision (credit) for credit losses		6,587		(5,187)		5,039		6,344
Net interest income after provision (credit) for credit losses		93,851		100,015		278,020		259,579

Non-interest income:
Service charges and other fees		3,866		4,581		12,261		11,377
Title fees		474		482		1,578		1,603
Loan level derivative income		549		445		2,240		2,796
BOLI income		2,177		2,249		8,159		5,181
Gain on sale of Small Business Administration ("SBA") loans		211		348		1,176		22,182
Gain on sale of residential loans		54		304		393		1,533
Net gain on equity securities		—		—		—		131
Net gain on sale of securities and other assets		1,397		—		1,397		730
Loss on termination of derivatives		—		—		—		(16,505)
Other		634		1,319		1,485		2,861
Total non-interest income		9,362		9,728		28,689		31,889
Non-interest expense:
Salaries and employee benefits		29,188		28,276		88,476		80,693
Severance		—		—		2,193		1,875
Occupancy and equipment		7,884		7,814		22,864		22,913
Data processing costs		3,434		3,573		11,152		12,132
Marketing		1,531		1,054		4,341		2,702
Professional services		2,116		2,751		6,238		7,154
Federal deposit insurance premiums		800		1,173		3,100		3,046
Loss from extinguishment of debt		—		—		740		1,751
Curtailment loss		—		—		—		1,543
Merger expenses and transaction costs		—		2,472		—		42,250
Branch restructuring costs		—		4,518		—		6,177
Amortization of other intangible assets		431		715		1,447		1,907
Other		2,918		4,437		9,477		10,327
Total non-interest expense		48,302		56,783		150,028		194,470
Income before income taxes		54,911		52,960		156,681		96,998
Income tax expense		15,430		14,565		44,184		28,359
Net income		39,481		38,395		112,497		68,639
Preferred stock dividends		1,822		1,822		5,465		5,465
Net income available to common stockholders	$	37,659	$	36,573	$	107,032	$	63,174
Earnings per common share:
Basic	$	0.98	$	0.89	$	2.74	$	1.62
Diluted	$	0.98	$	0.89	$	2.74	$	1.62

See notes to unaudited condensed consolidated financial statements.

Table of Contents

DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands except per share amounts)

Three Months Ended

Six Months Ended

June 30,

June 30,


2022

2021

2022

2021

Net income

$
38,485

$
51,278

$
73,016

$
30,244

Other comprehensive income (loss):









Change in unrealized gain (loss) on securities:

Change in net unrealized gain (loss) during the period

(33,157)

8,966

(103,288)

(6,568)

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

—

(20)

—

(1,207)

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

829

—

999

—

Change in pension and other postretirement obligations:

Reclassification adjustment for expense included in other expense

(936)

(438)

(1,870)

(860)

Reclassification adjustment for curtailment loss

—

—

—

1,543

Change in the net actuarial gain

998

644

1,995

1,529

Change in unrealized gain (loss) on derivatives:

Change in net unrealized gain (loss) during the period

2,309

(1,406)

9,161

3,542

Reclassification adjustment for loss included in loss on termination of derivatives

—

—

—

16,505

Reclassification adjustment for expense included in interest expense

(54)

10

(23)

864

Other comprehensive (loss) income before income taxes

(30,011)

7,756

(93,026)

15,348

Deferred tax (benefit) expense

(9,441)

3,711

(29,257)

4,848

Total other comprehensive (loss) income, net of tax

(20,570)

4,045

(63,769)

10,500

Total comprehensive income

$
17,915

$
55,323

$
9,247

$
40,744


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Net income	$	39,481	$	38,395	$	112,497	$	68,639
Other comprehensive income (loss):
Change in unrealized gain (loss) on securities:
Change in net unrealized gain (loss) during the period		(39,692)		(8,654)		(142,980)		(15,222)
Reclassification adjustment for net gains included in net gain on sale of securities and other assets		—		—		—		(1,207)
Accretion of net unrealized loss on securities transferred to held to maturity		1,112		—		2,111		—
Change in pension and other postretirement obligations:
Reclassification adjustment for expense included in other expense		(935)		(735)		(2,805)		(1,595)
Reclassification adjustment for curtailment loss		—		—		—		1,543
Change in the net actuarial gain		997		941		2,992		2,470
Change in unrealized gain (loss) on derivatives:
Change in net unrealized gain (loss) during the period		5,387		225		14,548		3,767
Reclassification adjustment for loss included in loss on termination of derivatives		—		—		—		16,505
Reclassification adjustment for expense included in interest expense		(546)		38		(569)		902
Other comprehensive (loss) income before income taxes		(33,677)		(8,185)		(126,703)		7,163
Deferred tax (benefit) expense		(10,591)		(2,567)		(39,848)		2,281
Total other comprehensive (loss) income, net of tax		(23,086)		(5,618)		(86,855)		4,882
Total comprehensive income	$	16,395	$	32,777	$	25,642	$	73,521

See notes to unaudited condensed consolidated financial statements.

Table of Contents

DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands)

Six Months Ended June 30, 2022

Accumulated

Other

Comprehensive

Common

Number of

Additional

Loss,

Unearned

Stock

Treasury

Total

Shares of

Preferred

Common

Paid-in

Retained

Net of Deferred

Equity

Held by

Stock,

Stockholders’


Common Stock

Stock

Stock

Capital

Earnings

Taxes

Awards

BMP

at cost

Equity
Beginning balance as of January 1, 2022

39,877,833

$
116,569

$
416

$
494,125

$
654,726

$
(6,181)

$
(7,842)

$
—

$
(59,193)

$
1,192,620
Net income

—

—

—

—

34,531

—

—

—

—

34,531
Other comprehensive loss, net of tax

—

—

—

—

—

(43,199)

—

—

—

(43,199)
Release of shares, net of forfeitures

127,812

—

—

844

—

—

(3,939)

—

3,284

189
Stock-based compensation

—

—

—

—

—

—

1,219

—

—

1,219
Shares received related to tax withholding

(40,731)

—

—

—

—

—

—

—

(1,414)

(1,414)
Cash dividends declared to preferred stockholders

—

—

—

—

(1,821)

—

—

—

—

(1,821)
Cash dividends declared to common stockholders

—

—

—

—

(9,446)

—

—

—

—

(9,446)
Purchase of treasury stock

(505,005)

—

—

—

—

—

—

—

(17,392)

(17,392)
Ending balance as of March 31, 2022

39,459,909

116,569

416

494,969

677,990

(49,380)

(10,562)

—

(74,715)

1,155,287

Net income

—

—

—

—

38,485

—

—

—

—

38,485
Other comprehensive loss, net of tax

—

—

—

—

—

(20,570)

—

—

—

(20,570)
Release of shares, net of forfeitures

27,125

—

—

297

—

—

(644)

—

726

379
Stock-based compensation

—

—

—

—

—

—

946

—

—

946
Shares received related to tax withholding

(37)

—

—

—

—

—

—

—

(1)

(1)
Cash dividends declared to preferred stockholders

—

—

—

—

(1,822)

—

—

—

—

(1,822)
Cash dividends declared to common stockholders

—

—

—

—

(9,282)

—

—

—

—

(9,282)
Purchase of treasury stock

(717,644)

—

—

—

—

—

—

—

(22,900)

(22,900)
Ending balance as of June 30, 2022

38,769,353

$
116,569

$
416

$
495,266

$
705,371

$
(69,950)

$
(10,260)

$
—

$
(96,890)

$
1,140,522


	Nine Months Ended September 30, 2022
										Accumulated				Common Stock
										Other				Held by
										Comprehensive				Benefit
	Number of					Additional				Loss,		Unearned		Maintenance		Treasury		Total
	Shares of	Preferred		Common		Paid-in		Retained		Net of Deferred		Equity		Plan		Stock,		Stockholders’
	Common Stock	Stock		Stock		Capital		Earnings		Taxes		Awards		("BMP")		at cost		Equity
Beginning balance as of January 1, 2022	39,877,833	$	116,569	$	416	$	494,125	$	654,726	$	(6,181)	$	(7,842)	$	—	$	(59,193)	$	1,192,620
Net income	—		—		—		—		34,531		—		—		—		—		34,531
Other comprehensive loss, net of tax	—		—		—		—		—		(43,199)		—		—		—		(43,199)
Release of shares, net of forfeitures	127,812		—		—		844		—		—		(3,939)		—		3,284		189
Stock-based compensation	—		—		—		—		—		—		1,219		—		—		1,219
Shares received related to tax withholding	(40,731)		—		—		—		—		—		—		—		(1,414)		(1,414)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,821)		—		—		—		—		(1,821)
Cash dividends declared to common stockholders	—		—		—		—		(9,446)		—		—		—		—		(9,446)
Purchase of treasury stock	(505,005)		—		—		—		—		—		—		—		(17,392)		(17,392)
Ending balance as of March 31, 2022	39,459,909		116,569		416		494,969		677,990		(49,380)		(10,562)		—		(74,715)		1,155,287

Net income	—		—		—		—		38,485		—		—		—		—		38,485
Other comprehensive loss, net of tax	—		—		—		—		—		(20,570)		—		—		—		(20,570)
Release of shares, net of forfeitures	27,125		—		—		297		—		—		(644)		—		726		379
Stock-based compensation	—		—		—		—		—		—		946		—		—		946
Shares received related to tax withholding	(37)		—		—		—		—		—		—		—		(1)		(1)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,822)		—		—		—		—		(1,822)
Cash dividends declared to common stockholders	—		—		—		—		(9,282)		—		—		—		—		(9,282)
Purchase of treasury stock	(717,644)		—		—		—		—		—		—		—		(22,900)		(22,900)
Ending balance as of June 30, 2022	38,769,353		116,569		416		495,266		705,371		(69,950)		(10,260)		—		(96,890)		1,140,522

Net income	—		—		—		—		39,481		—		—		—		—		39,481
Other comprehensive loss, net of tax	—		—		—		—		—		(23,086)		—		—		—		(23,086)
Release of shares, net of forfeitures	7,227		—		—		(33)		—		—		20		—		241		228
Stock-based compensation	—		—		—		—		—		—		1,063		—		—		1,063
Shares received related to tax withholding	(4,662)		—		—		(1)		—		—		—		—		(141)		(142)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,822)		—		—		—		—		(1,822)
Cash dividends declared to common stockholders	—		—		—		—		(9,247)		—		—		—		—		(9,247)
Purchase of treasury stock	(200,346)		—		—		—		—		—		—		—		(6,206)		(6,206)
Ending balance as of September 30, 2022	38,571,572	$	116,569	$	416	$	495,232	$	733,783	$	(93,036)	$	(9,177)	$	—	$	(102,996)	$	1,140,791

Table of Contents

��

Six Months Ended June 30, 2021

Accumulated

Other

Comprehensive

Common

Number of

Additional

(Loss) Income,

Unearned

Stock

Treasury

Total

Shares of

Preferred

Common

Paid-in

Retained

Net of Deferred

Equity

Held by

Stock,

Stockholders’


Common Stock

Stock

Stock

Capital

Earnings

Taxes

Awards

BMP

at cost

Equity
Beginning balance as of January 1, 2021

21,232,984

$
116,569

$
348

$
278,295

$
600,641

$
(5,924)

$
—

$
(1,496)

$
(287,337)

$
701,096
Cumulative change in accounting principle (Note 1)

—

—

—

—

1,686

—

—

—

—

1,686
Adjusted beginning balance on January 1, 2021

21,232,984

116,569

348

278,295

602,327

(5,924)

—

(1,496)

(287,337)

702,782
Net loss

—

—

—

—

(21,034)

—

—

—

—

(21,034)
Other comprehensive income, net of tax

—

—

—

—

—

6,455

—

—

—

6,455
Reverse merger with Bridge Bancorp Inc.

19,992,284

—

65

206,641

—

—

(2,603)

—

287,107

491,210
Exercise of stock options

15,928

—

—

292

—

—

—

—

80

372
Release of shares, net of forfeitures

335,959

—

3

8,562

—

—

(8,340)

—

(33)

192
Stock-based compensation

—

—

—

—

—

—

836

—

—

836
Shares received to satisfy distribution of retirement benefits

(41,101)

—

—

(1,359)

—

—

—

1,496

(1,130)

(993)
Cash dividends declared to preferred stockholders

—

—

—

—

(1,821)

—

—

—

—

(1,821)
Cash dividends declared to common stockholders

—

—

—

—

(5,175)

—

—

—

—

(5,175)
Ending balance as of March 31, 2021

41,536,054

116,569

416

492,431

574,297

531

(10,107)

—

(1,313)

1,172,824

Net income

—

—

—

—

51,278

—

—

—

—

51,278
Other comprehensive income, net of tax

—

—

—

—

—

4,045

—

—

—

4,045
Exercise of stock options

1,174

—

—

(7)

—

—

—

—

31

24
Release of shares, net of forfeitures

49,803

—

—

424

—

—

64

—

(141)

347
Stock-based compensation

—

—

—

—

—

—

1,514

—

—

1,514
Shares received related to tax withholding

(3,342)

—

—

—

—

—

—

—

(147)

(147)
Cash dividends declared to preferred stockholders

—

—

—

—

(1,822)

—

—

—

—

(1,822)
Cash dividends declared to common stockholders, net

—

—

—

—

(9,962)

—

—

—

—

(9,962)
Purchase of treasury stock

(424,121)

—

—

—

—

—

—

—

(13,825)

(13,825)
Ending balance as of June 30, 2021

41,159,568

$
116,569

$
416

$
492,848

$
613,791

$
4,576

$
(8,529)

$
—

$
(15,395)

$
1,204,276


	Nine Months Ended September 30, 2021
										Accumulated
										Other
										Comprehensive				Common
	Number of					Additional				(Loss) Income,		Unearned		Stock		Treasury		Total
	Shares of	Preferred		Common		Paid-in		Retained		Net of Deferred		Equity		Held by		Stock,		Stockholders’
	Common Stock	Stock		Stock		Capital		Earnings		Taxes		Awards		BMP		at cost		Equity
Beginning balance as of January 1, 2021	21,232,984	$	116,569	$	348	$	278,295	$	600,641	$	(5,924)	$	—	$	(1,496)	$	(287,337)	$	701,096
Cumulative change in accounting principle (Note 1)	—		—		—		—		1,686		—		—		—		—		1,686
Adjusted beginning balance on January 1, 2021	21,232,984		116,569		348		278,295		602,327		(5,924)		—		(1,496)		(287,337)		702,782
Net loss	—		—		—		—		(21,034)		—		—		—		—		(21,034)
Other comprehensive income, net of tax	—		—		—		—		—		6,455		—		—		—		6,455
Reverse merger with Bridge Bancorp Inc.	19,992,284		—		65		206,641		—		—		(2,603)		—		287,107		491,210
Exercise of stock options	15,928		—		—		292		—		—		—		—		80		372
Release of shares, net of forfeitures	335,959		—		3		8,562		—		—		(8,340)		—		(33)		192
Stock-based compensation	—		—		—		—		—		—		836		—		—		836
Shares received to satisfy distribution of retirement benefits	(41,101)		—		—		(1,359)		—		—		—		1,496		(1,130)		(993)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,821)		—		—		—		—		(1,821)
Cash dividends declared to common stockholders	—		—		—		—		(5,175)		—		—		—		—		(5,175)
Ending balance as of March 31, 2021	41,536,054		116,569		416		492,431		574,297		531		(10,107)		—		(1,313)		1,172,824

Net income	—		—		—		—		51,278		—		—		—		—		51,278
Other comprehensive income, net of tax	—		—		—		—		—		4,045		—		—		—		4,045
Exercise of stock options	1,174		—		—		(7)		—		—		—		—		31		24
Release of shares, net of forfeitures	3,098		—		—		424		—		—		64		—		(141)		347
Stock-based compensation	—		—		—		—		—		—		1,514		—		—		1,514
Shares received related to tax withholding	(3,342)		—		—		—		—		—		—		—		(147)		(147)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,822)		—		—		—		—		(1,822)
Cash dividends declared to common stockholders, net	—		—		—		—		(9,962)		—		—		—		—		(9,962)
Purchase of treasury stock	(424,121)		—		—		—		—		—		—		—		(13,825)		(13,825)
Ending balance as of June 30, 2021	41,112,863		116,569		416		492,848		613,791		4,576		(8,529)		—		(15,395)		1,204,276

Net income	—		—		—		—		38,395		—		—		—		—		38,395
Other comprehensive loss, net of tax	—		—		—		—		—		(5,618)		—		—		—		(5,618)
Release of shares, net of forfeitures	82,004		—		—		1,048		—		—		(2,423)		—		1,615		240
Stock-based compensation	—		—		—		—		—		—		1,535		—		—		1,535
Cash dividends declared to preferred stockholders	—		—		—		—		(1,822)		—		—		—		—		(1,822)
Cash dividends declared to common stockholders	—		—		—		—		(19,620)		—		—		—		—		(19,620)
Redemption of real estate investment trust ("REIT") preferred stock	—		—		—		(121)		—		—		—		—		—		(121)
Purchase of treasury stock	(480,039)		—		—		—		—		—		—		—		(16,148)		(16,148)
Ending balance as of September 30, 2021	40,714,828	$	116,569	$	416	$	493,775	$	630,744	$	(1,042)	$	(9,417)	$	—	$	(29,928)	$	1,201,117

See notes to unaudited condensed consolidated financial statements.

Table of Contents

DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

Six Months Ended June 30,


2022

2021
CASH FLOWS FROM OPERATING ACTIVITIES:




Net income

$
73,016

$
30,244
Adjustments to reconcile net income to net cash provided by operating activities:




Net gain on sales of securities available-for-sale and other assets

—

(730)
Net gain on equity securities

—

(131)
Net gain on sale of loans held for sale

(1,304)

(23,063)
Loss on termination of derivatives

—

16,505
Net depreciation, amortization and accretion

4,370

817
Amortization of other intangible assets

1,016

1,192
Loss on extinguishment of debt

740

1,751
Stock-based compensation

2,165

2,350
(Credit) provision for credit losses

(1,548)

11,531
Originations of loans held for sale

(14,790)

(26,198)
Proceeds from sale of loans originated for sale

28,069

42,679
Increase in cash surrender value of BOLI

(3,826)

(2,932)
Gain from death benefits from BOLI

(2,156)

—
(Increase) decrease in other assets

(32,856)

93,355
Increase (decrease) in other liabilities

94,513

(89,649)
Net cash provided by operating activities

147,409

57,721
CASH FLOWS FROM INVESTING ACTIVITIES:




Proceeds from sales of securities available-for-sale

—

138,077
Proceeds from sales of marketable equity securities

—

6,101
Purchases of securities available-for-sale

(6,210)

(508,315)
Purchases of securities held-to-maturity

(41,631)

—
Proceeds from calls and principal repayments of securities available-for-sale

112,270

290,439
Proceeds from calls and principal repayments of securities held-to-maturity

14,102

—
Purchase of BOLI

(30,000)

(40,000)
Proceeds received from cash surrender value of BOLI

2,843

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

13,201

667,629
Net increase in loans

(439,736)

(24,351)
Purchases of fixed assets, net

(1,753)

(643)
(Purchases) redemptions of restricted stock, net

(4,378)

61,620
Net cash received in business combination

0

715,988
Net cash (used in) provided by investing activities

(381,292)

1,306,545
CASH FLOWS FROM FINANCING ACTIVITIES:




Increase in deposits

107,245

1,125,900
Proceeds (repayments) from FHLBNY advances, short-term, net

75,000

(1,228,865)
Repayments of FHLBNY advances, long-term

—

(190,150)
Proceeds from FHLBNY advances, long-term

—

25,000
Proceeds (repayments) of other short-term borrowings, net

300

(118,159)
Proceeds from subordinated debentures issuance, net

157,559

—
Redemption of subordinated debentures

(155,000)

—
Proceeds from exercise of stock options

—

396
Release of stock for benefit plan awards

568

539
Payments related to tax withholding for equity awards

(1,415)

(147)
BMP ESOP shares received to satisfy distribution of retirement benefits

—

(993)
Purchase of treasury stock

(40,292)

(13,825)
Cash dividends paid to preferred stockholders

(3,643)

(3,643)
Cash dividends paid to common stockholders

(18,674)

(19,739)
Net cash provided by (used in) financing activities

121,648

(423,686)
(Decrease) increase in cash and cash equivalents

(112,235)

940,580
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

393,722

243,603
CASH AND CASH EQUIVALENTS, END OF PERIOD

$
281,487

$
1,184,183




SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:




Cash paid for income taxes

$
22,057

$
4,655
Cash paid for interest

10,895

17,302
Securities available-for-sale transferred to held-to-maturity

372,153

—
Loans transferred to held for sale

24,178

674,350
Loans transferred to held for investment

4,078

—
Premises transferred to held for sale

—

2,799
Operating lease assets in exchange for operating lease liabilities

1,004

4,048
Cumulative change due to Current Expected Credit Loss ("CECL") Standard adoption

—

1,686
Net non-cash liabilities assumed in Merger (See Note 2)

—

324,479


	Nine Months Ended September 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	112,497	$	68,639
Adjustments to reconcile net income to net cash provided by operating activities:
Net gain on sales of securities available-for-sale and other assets		(1,397)		(730)
Net gain on equity securities		—		(131)
Net gain on sale of loans held for sale		(1,569)		(23,715)
Loss on termination of derivatives		—		16,505
Net depreciation, amortization and accretion		6,426		4,907
Amortization of other intangible assets		1,447		1,907
Loss on extinguishment of debt		740		1,751
Stock-based compensation		3,228		3,885
Provision for credit losses		5,039		6,344
Originations of loans held for sale		(17,128)		(38,709)
Proceeds from sale of loans originated for sale		34,029		57,558
Increase in cash surrender value of BOLI		(6,003)		(4,831)
Gain from death benefits from BOLI		(2,156)		(350)
(Increase) decrease in other assets		(27,052)		111,922
Increase (decrease) in other liabilities		139,350		(45,669)
Net cash provided by operating activities		247,451		159,283
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available-for-sale		—		138,077
Proceeds from sales of marketable equity securities		—		6,101
Purchases of securities available-for-sale		(29,742)		(1,025,697)
Purchases of securities held-to-maturity		(63,210)		(40,303)
Proceeds from calls and principal repayments of securities available-for-sale		139,974		350,598
Proceeds from calls and principal repayments of securities held-to-maturity		25,260		—
Purchase of BOLI		(30,000)		(40,000)
Proceeds received from cash surrender value of BOLI		2,843		1,464
Loans purchased		—		(9,855)
Proceeds from the sale of portfolio loans transferred to held for sale		13,201		681,956
Net (increase) decrease in loans		(903,287)		244,995
Purchases of fixed assets, net		(2,621)		(781)
(Purchases) redemptions of restricted stock, net		(27,924)		46,350
Net cash received in business combination		—		715,988
Net cash (used in) provided by investing activities		(875,506)		1,068,893
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits		29,972		733,744
Proceeds (repayments) from FHLBNY advances, short-term, net		395,000		(1,228,865)
Repayments of FHLBNY advances, long-term		—		(190,150)
Proceeds from FHLBNY advances, long-term		200,000		25,000
Proceeds (repayments) of other short-term borrowings, net		262		(117,371)
Proceeds from subordinated debentures issuance, net		157,559		—
Redemption of subordinated debentures		(155,000)		—
Proceeds from exercise of stock options		—		396
Release of stock for benefit plan awards		796		779
Payments related to tax withholding for equity awards		(1,557)		(147)
BMP Employee Stock Ownership Plan shares received to satisfy distribution of retirement benefits		—		(993)
Purchase of treasury stock		(46,498)		(29,973)
Redemption of REIT preferred stock		—		(121)
Cash dividends paid to preferred stockholders		(5,465)		(5,465)
Cash dividends paid to common stockholders		(27,740)		(29,602)
Net cash provided by (used in) financing activities		547,329		(842,768)
(Decrease) increase in cash and cash equivalents		(80,726)		385,408
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		393,722		243,603
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	312,996	$	629,011

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	35,127	$	17,930
Cash paid for interest		22,619		21,995
Securities available-for-sale transferred to held-to-maturity		372,154		—
Loans transferred to held for sale		27,426		685,747
Loans transferred to held for investment		4,051		10,000
Premises transferred to held for sale		—		2,799
Operating lease assets in exchange for operating lease liabilities		2,274		4,048
Cumulative change due to Current Expected Credit Loss ("CECL") Standard adoption		—		1,686
Net non-cash liabilities assumed in Merger (See Note 2)		—		324,479

See notes to unaudited condensed consolidated financial statements.

Table of Contents

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.BASIS OF PRESENTATION

On February 1, 2021, Dime Community Bancshares, Inc., a Delaware corporation (“Legacy Dime”) merged with and into Bridge Bancorp, Inc., a New York corporation (“Bridge”) (the “Merger”), with Bridge as the surviving corporation under the name “Dime Community Bancshares, Inc.” (the “Holding Company”). At the effective time of the Merger (the “Effective Time”), each outstanding share of Legacy Dime common stock, par value $0.01 per share, was converted into the right to receive 0.6480 shares of the Holding Company’s common stock, par value $0.01 per share.

At the Effective Time, each outstanding share of Legacy Dime’s Series A preferred stock, par value $0.01 (the “Dime Preferred Stock”), was converted into the right to receive 1one share of a newly created series of the Holding Company’s preferred stock having the same powers, preferences and rights as the Dime Preferred Stock.

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

The unaudited consolidated financial statements presented in this Quarterly Report on Form 10-Q include the collective results of the Holding Company and its wholly-owned subsidiary, the Bank, which are collectively herein referred to as “we”, “us”, “our” and the “Company.”

The Merger was accounted for as a reverse merger using the acquisition method of accounting, which means that for accounting and financial reporting purposes, Legacy Dime was deemed to have acquired Bridge in the Merger, even though Bridge was the legal acquirer. Accordingly, Legacy Dime’s historical financial statements are the historical financial statements of the combined company for all periods before February 1, 2021 (the “Merger Date”).

The Company’s results of operations for 2021 include the results of operations of Bridge on and after the Merger Date. Results for periods before the Merger Date reflect only those of Legacy Dime and do not include the results of operations of Bridge. The number of shares issued and outstanding, earnings per share, additional paid-in capital, dividends paid and all references to share quantities of the Company have been retrospectively adjusted to reflect the equivalent number of shares issued to holders of Legacy Dime common stock in the Merger. The assets and liabilities of Bridge as of the Merger Date have been recorded at their estimated fair value and added to those of Legacy Dime. See Note 2. Merger for further information.

As of ~~June~~September 30, 2022, we operated 6059 branch locations throughout Long Island and the New York City boroughs of Brooklyn, Queens, Manhattan, and the Bronx.

The Company is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank. The Bank was established in 1910 and is headquartered in Hauppauge, New York. The Holding Company was incorporated under the laws of the State of New York in 1988 to serve as the holding company for the Bank. The Company functions primarily as the holder of all of the Bank’s common stock. Our bank operations include Dime Community Inc., a real estate investment trust subsidiary which was formerly known as Bridgehampton Community, Inc., as an operating subsidiary. Our bank operations also include Bridge Abstract LLC (“Bridge Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services. In September 2021, the Company dissolved 2two REITs, DSBW Preferred Funding Corporation and DSBW Residential Preferred Funding Corporation, which were wholly-owned subsidiaries of the Bank, and the preferred shares outstanding were redeemed by their shareholders.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited consolidated financial statements included herein reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. In preparing the interim financial statements, management has made estimates and assumptions that affect the

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reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported periods. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. Actual future results could differ significantly from those estimates. The annualized results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain reclassifications have been made to prior year amounts, and the related discussion and analysis, to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders' equity. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which remain significantly unchanged and have been followed similarly as in prior periods.

ASU 2016-13, Financial Instruments – Credit Losses (Topic ~~326~~)326)

The Company adopted ASU No. 2016-13 on January 1, 2021 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. ASU 2016-13 was effective for the Company as of January 1, 2020. Under Section 4014 of the CARES Act, financial institutions required to adopt ASU 2016-13 as of January 1, 2020 were provided an option to delay the adoption of the CECL Standard framework. The Company elected to defer adoption of the CECL Standard until January 1, 2021. The CECL Standard requires that the measurement of all expected credit losses for financial assets held at the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts. This standard requires financial institutions and other organizations to use forward-looking information to better inform their credit loss estimates. Results for reporting periods beginning after January 1, 2021 are presented under the CECL Standard while prior period amounts will continue to be reported in accordance with previously applicable GAAP.

The adoption of the CECL Standard resulted in an initial decrease of $3.9 million to the allowance for credit losses and an increase of $1.4 million to the reserve for unfunded commitments in other liabilities. The after-tax cumulative-effect adjustment of $1.7 million was recorded in retained earnings as of January 1, 2021. There were 0no held-to-maturity securities as of January 1, 2021 and, therefore, no impact from the adoption of the CECL Standard.

Risks and Uncertainties

In March 2020, the United States declared a National Public Health Emergency in response to the COVID-19 pandemic. The outbreak of COVID-19 has materially, adversely impacted labor supply, supply chains, and certain industries in which our customers and vendors operate, and could continue to materially impair their ability to fulfill their obligations to us. Further additional outbreaks of COVID-19 variants could lead to economic recession and other severe disruptions in the U.S. economy, may disrupt banking and other financial activity in the areas in which we operate, and could potentially create widespread business continuity issues for us. Future government actions in response to the COVID-19 pandemic, including vaccination mandates, may also affect our workforce, human capital resources, and infrastructure.

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2.MERGER

As described in Note 1. Basis of Presentation, on February 1, 2021, we completed our Merger with Legacy Dime.

Pursuant to the merger agreement, Legacy Dime merged with and into Bridge with Bridge as the surviving corporation under the name “Dime Community Bancshares, Inc.” At the effective time of the Merger, each outstanding share of Legacy Dime common stock, par value $0.01 per share, was converted into 0.6480 shares of the Company’s common stock, par value $0.01 per share.

At the Effective Time, each outstanding share of Legacy Dime’s Series A preferred stock, par value $0.01 was converted into 1one share of a newly created series of the Company’s preferred stock having the same powers, preferences and rights as the Dime Preferred Stock.

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The Merger constituted a business combination and was accounted for as a reverse merger using the acquisition method of accounting. As a result, Legacy Dime was the accounting acquirer and Bridge was the legal acquirer and the accounting acquiree. Accordingly, the historical financial statements of Legacy Dime became the historical financial statements of the combined company. In addition, the assets and liabilities of Bridge have been recorded at their estimated fair values and added to those of Legacy Dime as of the Merger Date. The determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are subjective and subject to change.

The Company issued 21.2 million shares of its common stock to Legacy Dime stockholders in connection with the Merger, which represented 51.5% of the voting interests in the Company upon completion of the Merger. In accordance with FASB ASC 805-40-30-2, the purchase price in a reverse acquisition is determined based on the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition.

3.SUMMARY OF ACCOUNTING POLICIES

Summary of Significant Accounting Policies

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for a fair presentation of the Company’s financial condition as of ~~June~~September 30, 2022 and December 31, 2021, the results of operations and statements of comprehensive income for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the changes in stockholders’ equity for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, and cash flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

Please see "Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" for a discussion of areas in the accompanying unaudited condensed consolidated financial statements utilizing significant estimates.

The Company’s cash flow hedges involve derivative agreements with third-party counterparties that contain provisions requiring the Company to post cash collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. Derivative cash collateral represents cash collateral collected for these derivative agreements in a net asset position. Interest expense on derivative cash collateral is accrued based on the amount outstanding during the period. A reclassification has been made to the December 31, 2021 amount to conform to the current year presentation. The Company reported derivative cash collateral totaling $4.6 million in other liabilities in its consolidated financial statements as of December 31, 2021. Disclosures about the Company’s hedging activities are presented in Note 10. Derivatives and Hedging Activities.

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Adoption of Recent Accounting Standards

Standards That Have Not Yet Been Adopted

ASU 2020-04, Reference Rate Reform (Topic 848)

ASU 2020-04 provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. Once optional expedients are elected, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic within the Codification. We are evaluating the impact of ASU 2020-04 and expect the LIBOR transition will not have a material effect on the Company's consolidated financial statements.

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ASU 2021-01, Reference Rate Reform (Topic 848): Scope

ASU 2021-01 clarifies that all derivative instruments affected by changes to the interest rates used for discounting, margining, or contract price alignment due to reference rate reform are in the scope of ASC 848. Entities may apply certain optional expedients in ASC 848 to derivative instruments that do not reference LIBOR or another rate expected to be discontinued as a result of reference rate reform if there is a change to the interest rate used for discounting, margining or contract price alignment. ASU 2021-01 is effective upon issuance and generally can be applied through December 31, 2022. The adoption of ASU 2021-01 is not expected to have a material effect on the Company's consolidated financial statements.

ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method

ASU 2022-01 clarifies the accounting for and promotes consistency in the reporting of hedge basis adjustments applicable to both a single hedged layer and multiple layers. The amendments in ASU 2022-01 apply to all entities that elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815. For public business entities, ASU 2022-01 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. If an entity adopts ASU 2022-01 in an interim period, the effect of adopting the amendments related to basis adjustments should be reflected as of the beginning of the fiscal year of adoption (that is, the initial application date). The adoption of ASU 2022-01 is not expected to have a material effect on the Company's consolidated financial statements.

ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

ASU 2022-02 eliminates troubled debt restructuring (“TDR”) recognition and measurement guidance and, instead, requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. ASU 2022-02 enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. For entities that have adopted the amendments of ASU 2016-13, the amendments in ASU 2022-02 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. ~~Early adoption~~This ASU is ~~permitted. If an entity elects~~effective for the Company on January 1, 2023. The Company plans to ~~early~~ adopt ~~in an interim period,~~ASU 2022-02 on its effective date using the ~~guidance should be applied as of the beginning of the fiscal year that includes the interim period.~~modified retrospective method. The adoption of ASU 2022-02 is not expected to have a material effect on the Company's consolidated financial statements.

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4.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Activity in accumulated other comprehensive income (loss), net of tax, was as follows:


							Total								Total
							Accumulated								Accumulated
			Defined				Other				Defined				Other
			Benefit				Comprehensive				Benefit				Comprehensive
(In thousands)	Securities		Plans		Derivatives		Income (Loss)		Securities		Plans		Derivatives		Income (Loss)
Balance as of January 1, 2022	$	(7,864)	$	(1,306)	$	2,989	$	(6,181)	$	(7,864)	$	(1,306)	$	2,989	$	(6,181)
Other comprehensive (loss) income before reclassifications		(70,803)		1,368		6,279		(63,156)		(96,565)		2,051		9,972		(84,542)
Amounts reclassified from accumulated other comprehensive loss		685		(1,282)		(16)		(613)		—		(1,923)		(390)		(2,313)
Net other comprehensive (loss) income during the period		(70,118)		86		6,263		(63,769)		(96,565)		128		9,582		(86,855)
Balance as of June 30, 2022	$	(77,982)	$	(1,220)	$	9,252	$	(69,950)
Balance as of September 30, 2022									$	(104,429)	$	(1,178)	$	12,571	$	(93,036)

Balance as of January 1, 2021	$	12,694	$	(6,086)	$	(12,532)	$	(5,924)	$	12,694	$	(6,086)	$	(12,532)	$	(5,924)
Other comprehensive (loss) income before reclassifications		(4,451)		2,061		13,700		11,310		(10,378)		2,706		13,850		6,178
Amounts reclassified from accumulated other comprehensive loss		(812)		(579)		581		(810)		(826)		(1,082)		612		(1,296)
Net other comprehensive (loss) income during the period		(5,263)		1,482		14,281		10,500		(11,204)		1,624		14,462		4,882
Balance as of June 30, 2021	$	7,431	$	(4,604)	$	1,749	$	4,576
Balance as of September 30, 2021									$	1,490	$	(4,462)	$	1,930	$	(1,042)

The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the table below for the periods indicated.


	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(In thousands)	2022		2021		2022		2021		2022		2021		2022		2021
Change in unrealized gain (loss) on securities:
Change in net unrealized gain (loss) during the period	$	(33,157)	$	8,966	$	(103,288)	$	(6,568)	$	(39,692)	$	(8,654)	$	(142,980)	$	(15,222)
Reclassification adjustment for net gains included in net gain on sale of securities and other assets		—		(20)		—		(1,207)		—		—		—		(1,207)
Accretion of net unrealized loss on securities transferred to held-to-maturity		829		—		999		—		1,112		—		2,111		—
Net change		(32,328)		8,946		(102,289)		(7,775)		(38,580)		(8,654)		(140,869)		(16,429)
Tax (benefit) expense		(10,169)		2,817		(32,171)		(2,512)
Tax benefit										(12,133)		(2,714)		(44,304)		(5,226)
Net change in unrealized gain (loss) on securities, net of reclassification adjustments and tax		(22,159)		6,129		(70,118)		(5,263)		(26,447)		(5,940)		(96,565)		(11,203)
Change in pension and other postretirement obligations:
Reclassification adjustment for expense included in other expense		(936)		(438)		(1,870)		(860)		(935)		(735)		(2,805)		(1,595)
Reclassification adjustment for curtailment loss		—		—		—		1,543		—		—		—		1,543
Change in the net actuarial gain		998		644		1,995		1,529		997		941		2,992		2,470
Net change		62		206		125		2,212		62		206		187		2,418
Tax expense		18		95		39		730		20		65		59		795
Net change in pension and other postretirement obligations		44		111		86		1,482		42		141		128		1,623
Change in unrealized gain (loss) on derivatives:
Change in net unrealized gain (loss) during the period		2,309		(1,406)		9,161		3,542		5,387		225		14,548		3,767
Reclassification adjustment for loss included in loss on termination of derivatives		—		—		—		16,505		—		—		—		16,505
Reclassification adjustment for expense included in interest expense		(54)		10		(23)		864		(546)		38		(569)		902
Net change		2,255		(1,396)		9,138		20,911		4,841		263		13,979		21,174
Tax expense		710		799		2,875		6,630		1,522		82		4,397		6,712
Net change in unrealized gain (loss) on derivatives, net of reclassification adjustments and tax		1,545		(2,195)		6,263		14,281		3,319		181		9,582		14,462
Other comprehensive (loss) income, net of tax	$	(20,570)	$	4,045	$	(63,769)	$	10,500	$	(23,086)	$	(5,618)	$	(86,855)	$	4,882

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5.EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average common shares outstanding during the reporting period. Diluted EPS is computed using the same method as basic EPS, but reflects the potential dilution that would occur if "in the money" stock options were exercised and converted into common stock. In determining the weighted-average shares outstanding for basic and diluted EPS, treasury shares are excluded. Vested restricted stock award (“RSA”) shares are included in the calculation of the weighted-average shares outstanding for basic and diluted EPS. Unvested RSA and performance-based share awards (“PSA”) shares not yet awarded are recognized as a special class of participating securities under ASC 260, and are included in the calculation of the weighted-average shares outstanding for basic and diluted EPS.

The following is a reconciliation of the numerators and denominators of basic and diluted EPS for the periods presented:


	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(In thousands except share and per share amounts)	2022		2021		2022		2021		2022		2021		2022		2021

Net income available to common stockholders	$	36,663	$	49,456	$	69,373	$	26,601	$	37,659	$	36,573	$	107,032	$	63,174
Less: Dividends paid and earnings allocated to participating securities		(432)		(539)		(806)		(276)		(438)		(437)		(1,244)		(811)
Income attributable to common stock	$	36,231	$	48,917	$	68,567	$	26,325	$	37,221	$	36,136	$	105,788	$	62,363
Weighted-average common shares outstanding, including participating securities		39,092,205		41,432,256		39,384,803		38,006,716		38,614,436		40,915,012		39,125,192		38,979,259
Less: weighted-average participating securities		(460,522)		(451,179)		(445,050)		(367,144)		(448,755)		(489,274)		(446,298)		(405,102)
Weighted-average common shares outstanding		38,631,683		40,981,077		38,939,753		37,639,572		38,165,681		40,425,738		38,678,894		38,574,157
Basic EPS	$	0.94	$	1.19	$	1.76	$	0.70	$	0.98	$	0.89	$	2.74	$	1.62

Income attributable to common stock	$	36,231	$	48,917	$	68,567	$	26,325	$	37,221	$	36,136	$	105,788	$	62,363
Weighted-average common shares outstanding		38,631,683		40,981,077		38,939,753		37,639,572		38,165,681		40,425,738		38,678,894		38,574,157
Weighted-average common equivalent shares outstanding		—		508		—		832		—		423		—		700
Weighted-average common and equivalent shares outstanding		38,631,683		40,981,585		38,939,753		37,640,404		38,165,681		40,426,161		38,678,894		38,574,857
Diluted EPS	$	0.94	$	1.19	$	1.76	$	0.70	$	0.98	$	0.89	$	2.74	$	1.62

Common and equivalent shares resulting from the dilutive effect of "in-the-money" outstanding stock options are calculated based upon the excess of the average market value of the common stock over the exercise price of outstanding in-the-money stock options during the period.

There were ~~121,253~~102,581 and 114,961 weighted-average stock options outstanding for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, which were not considered in the calculation of diluted EPS since their exercise prices exceeded the average market price during the period.

There were ~~180,020~~174,584 and 177,953 weighted-average stock options outstanding for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, which were not considered in the calculation of diluted EPS since their exercise prices exceeded the average market price during the period.

6.PREFERRED STOCK

On February 5, 2020, Legacy Dime completed an underwritten public offering of 2,999,200 shares, or $75.0 million in aggregate liquidation preference, of its 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $25.00 per share (the “Legacy Dime Preferred Stock”). The net proceeds received from the issuance of preferred stock at the time of closing were $72.2 million. On June 10, 2020, Legacy Dime completed an underwritten public offering, a reopening of its February 5, 2020 original issuance, of 2,300,000 shares, or $57.5 million in aggregate liquidation preference, of the Legacy Dime Preferred Stock. The net proceeds received from the issuance of preferred stock at the time of closing were $44.3 million.

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At the Effective Time of the Merger, each outstanding share of the Legacy Dime Preferred Stock was converted into the right to receive 1one share of a newly created series of the Company’s preferred stock having the same powers, preferences and rights as the Legacy Dime Preferred Stock.

The Company expects to pay dividends when, as, and if declared by its board of directors, at a fixed rate of 5.50% per annum, payable quarterly, in arrears, on February 15, May 15, August 15 and November 15 of each year. The Preferred Stock is perpetual and has no stated maturity. The Company may redeem the Preferred Stock at its option at a redemption price equal to $25.00 per share, plus any declared and unpaid dividends (without regard to any undeclared dividends), subject to regulatory approval, on or after June 15, 2025 or within 90 days following a regulatory capital treatment event, as described in the prospectus supplement and accompanying prospectus relating to the offering.

7.SECURITIES

The following tables summarize the major categories of securities as of the dates indicated:

September 30, 2022

Gross

Amortized

Unrealized

Fair

(In thousands)

Cost

Gains

Losses

Value

Securities available-for-sale:

Treasury securities

247,157

—

(21,232)

225,925

Corporate securities

174,344

—

(17,312)

157,032

Pass-through mortgage-backed securities ("MBS") issued by government sponsored entities ("GSEs")

287,157

—

(34,502)

252,655

Agency collateralized mortgage obligations ("CMOs")

342,734

(49,019)

293,717

State and municipal obligations

37,157

—

(3,559)

33,598

Total securities available-for-sale

1,088,549

(125,624)

962,927

September 30, 2022

Gross

Amortized

Unrecognized

Fair

(In thousands)

Cost

Gains

Losses

Value

Securities held-to-maturity:

Agency notes

89,057

—

(14,168)

74,889

Corporate securities

9,000

—

(287)

8,713

Pass-through MBS issued by GSEs

281,739

—

(43,405)

238,334

Agency CMOs

211,607

—

(22,489)

189,118

Total securities held-to-maturity

591,403

—

(80,349)

511,054


	December 31, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(In thousands)	Cost		Gains		Losses		Value
Securities available-for-sale:
Agency notes	$	82,476	$	—	$	(2,222)	$	80,254
Treasury securities		247,916		—		(3,147)		244,769
Corporate securities		148,430		4,354		(754)		152,030
Pass-through MBS issued by GSEs		528,749		4,271		(6,566)		526,454
Agency CMOs		527,348		2,705		(8,795)		521,258
State and municipal obligations		39,175		73		(302)		38,946
Total securities available-for-sale	$	1,574,094	$	11,403	$	(21,786)	$	1,563,711

	December 31, 2021
			Gross		Gross
	Amortized		Unrecognized		Unrecognized		Fair
(In thousands)	Cost		Gains		Losses		Value
Securities held-to-maturity:
Pass-through MBS issued by GSEs	$	118,382	$	59	$	(1,141)	$	117,300
Agency CMOs		60,927		—		(873)		60,054
Total securities held-to-maturity	$	179,309	$	59	$	(2,014)	$	177,354

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The Company reassessed classification of certain investments during the nine months ended September 30, 2022 and transferred securities with a book value of $400.0 million from available-for-sale to held-to-maturity. The transfers occurred at fair value totaling $372.2 million. The related unrealized losses of $27.8 million were converted to a discount that is being accreted through interest income on a level-yield method over the term of the securities, while the unrealized losses recorded in other comprehensive income are amortized out of other comprehensive income through interest income on a level-yield method over the remaining term of securities, with no net change to interest income. No gain or loss was recorded at the time of transfer. There were no transfers of securities held-to-maturity to securities available-for-sale during the nine months ended September 30, 2022. There were no transfers to or from securities held-to-maturity during the nine months ended September 30, 2021.

The carrying amount of securities pledged at 7.September 30, 2022~~SECURITIES~~ and December 31, 2021 was $651.1 million and $727.8 million, respectively.

At September 30, 2022 and December 31, 2021, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders' equity.

The amortized cost and fair value of securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.



	September 30, 2022
	Amortized		Fair
(In thousands)	Cost		Value
Available-for-sale
Within one year	$	4,328	$	4,260
One to five years		279,979		256,086
Five to ten years		169,206		151,713
Beyond ten years		5,145		4,496
Pass-through MBS issued by GSEs and agency CMO		629,891		546,372
Total	$	1,088,549	$	962,927

Held-to-maturity
Within one year	$	—	$	—
One to five years		10,000		9,301
Five to ten years		88,057		74,301
Beyond ten years		—		—
Pass-through MBS issued by GSEs and agency CMO		493,346		427,452
Total	$	591,403	$	511,054

The following ~~tables summarize~~table presents the ~~major categories~~information related to sales of securities available-for-sale as of the periods indicated:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands)	2022		2021		2022		2021
Securities available-for-sale
Proceeds	$	—	$	—	$	—	$	138,077
Gross gains		—		—		—		1,327
Tax expense on gains		—		—		—		421
Gross losses		—		—		—		120
Tax benefit on losses		—		—		—		38


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands)	2022		2021		2022		2021
Proceeds:
Marketable equity securities	$	—	$	—	$	—	$	6,101

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There were no gains on marketable equity securities for the three and nine months ended September 30, 2022, and the three months ended September 30, 2021. Net gain of $131 thousand was recognized on marketable equity securities for the nine months ended September 30, 2021. Marketable equity securities were fully liquidated in connection with the termination of the BMP during the three months ended March 31, 2021.

There were no sales of securities held-to-maturity during the three and nine months ended September 30, 2022 and 2021.

The following table summarizes the gross unrealized losses and fair value of securities available-for-sale aggregated by investment category and the length of time the securities were in a continuous unrealized loss position as of the dates indicated:

June 30, 2022

Gross

Gross

Amortized

Unrealized

Unrealized

Fair
(In thousands)

Cost

Gains

Losses

Value
Securities available-for-sale:








Treasury securities

$
247,412

$
—

$
(15,532)

$
231,880
Corporate securities

151,335

—

(10,139)

141,196
Pass-through mortgage-backed securities ("MBS") issued by government sponsored entities ("GSEs")

299,686

3

(22,047)

277,642
Agency collateralized mortgage obligations ("CMOs")

357,546

—

(35,665)

321,881
State and municipal obligations

37,707

—

(2,549)

35,158
Total securities available-for-sale

$
1,093,686

$
3

$
(85,932)

$
1,007,757

June 30, 2022

Gross

Gross

Amortized

Unrecognized

Unrecognized

Fair
(In thousands)

Cost

Gains

Losses

Value
Securities held-to-maturity:








Agency notes

$
88,957

$
—

$
(9,201)

$
79,756
Corporate securities

5,000

—

—

5,000
Pass-through MBS issued by GSEs

287,959

—

(26,529)

261,430
Agency CMOs

198,049

328

(12,693)

185,684
Total securities held-to-maturity

$
579,965

$
328

$
(48,423)

$
531,870


									September 30, 2022
	December 31, 2021								Less than 12				12 Consecutive
			Gross		Gross				Consecutive Months				Months or Longer				Total
	Amortized		Unrealized		Unrealized		Fair		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(In thousands)	Cost		Gains		Losses		Value		Value		Losses		Value		Losses		Value		Losses
Securities available-for-sale:
Agency notes	$	82,476	$	—	$	(2,222)	$	80,254
Treasury securities		247,916		—		(3,147)		244,769	$	—	$	—	$	225,925	$	21,232	$	225,925	$	21,232
Corporate securities		148,430		4,354		(754)		152,030		135,613		13,125		21,419		4,187		157,032		17,312
Pass-through MBS issued by GSEs		528,749		4,271		(6,566)		526,454		69,094		4,440		183,561		30,062		252,655		34,502
Agency CMOs		527,348		2,705		(8,795)		521,258		80,929		5,456		207,788		43,563		288,717		49,019
State and municipal obligations		39,175		73		(302)		38,946		18,428		1,498		15,170		2,061		33,598		3,559
Total securities available-for-sale	$	1,574,094	$	11,403	$	(21,786)	$	1,563,711

	December 31, 2021
			Gross		Gross
	Amortized		Unrecognized		Unrecognized		Fair
(In thousands)	Cost		Gains		Losses		Value
Securities held-to-maturity:
Pass-through MBS issued by GSEs	$	118,382	$	59	$	(1,141)	$	117,300
Agency CMOs		60,927		—		(873)		60,054
Total securities held-to-maturity	$	179,309	$	59	$	(2,014)	$	177,354


	December 31, 2021
	Less than 12				12 Consecutive
	Consecutive Months				Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(In thousands)	Value		Losses		Value		Losses		Value		Losses
Securities available-for-sale:
Agency notes	$	58,607	$	1,369	$	21,647	$	853	$	80,254	$	2,222
Treasury securities		244,769		3,147		—		—		244,769		3,147
Corporate securities		37,620		754		—		—		37,620		754
Pass-through MBS issued by GSEs		422,634		6,333		4,748		233		427,382		6,566
Agency CMOs		349,879		8,672		3,182		123		353,061		8,795
State and municipal obligations		18,887		302		—		—		18,887		302

As of September 30, 2022, none of the Company’s available-for-sale debt securities were in an unrealized loss position due to credit and therefore no allowance for credit losses on available-for-sale debt securities was required. Additionally, given the high-quality composition of the Company’s held-to-maturity portfolio, the Company did not record an allowance for credit losses on the held-to-maturity portfolio. With respect to certain classes of debt securities, primarily U.S. Treasuries and securities issued by Government Sponsored Entities, the Company considers the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero, even if the U.S. government were to technically default. Accrued interest receivable on securities totaling $4.6 million and $4.4 million at September 30, 2022 and December 31, 2021, respectively, was included in other assets in the consolidated balance sheet and excluded from the amortized cost and estimated fair value totals in the table above.

Management evaluates available-for-sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1) the extent to which the fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

At September 30, 2022, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment was directly related to changes in interest rates. The Company generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. The following major

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security types held by the Company are all issued by U.S. government entities and agencies and therefore either explicitly or implicitly guaranteed by the U.S. government: Agency Notes, Treasury Securities, Pass-through MBS issued by GSEs, Agency Collateralized Mortgage Obligations. Substantially all of the corporate bonds within the portfolio have maintained an investment grade rating by either Kroll, Egan-Jones, Fitch, Moody’s or Standard and Poor’s. None of the unrealized losses are related to credit losses. Substantially all of the state and municipal obligations within the portfolio have all maintained an investment grade rating by either Moody’s or Standard and Poor’s. The Company does not have the intent to sell these securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the debt. The fair value is expected to recover as the securities approach maturity.

8.LOANS HELD FOR INVESTMENT, NET

The following table presents the loan categories for the period ended as indicated:


(In thousands)	September 30, 2022		December 31, 2021
One-to-four family residential and cooperative/condominium apartment	$	722,081	$	669,282
Multifamily residential and residential mixed-use		3,968,244		3,356,346
Commercial real estate ("CRE")		4,264,519		3,945,948
Acquisition, development, and construction		241,019		322,628
Total real estate loans		9,195,863		8,294,204
Commercial and industrial ("C&I")		912,151		933,559
Other loans		8,927		16,898
Total		10,116,941		9,244,661
Allowance for credit losses		(81,935)		(83,853)
Loans held for investment, net	$	10,035,006	$	9,160,808

Included in C&I loans were Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans totaling $11.4 million and $66.0 million at September 30, 2022 and December 31, 2021, respectively. SBA PPP loans carry a 100% guarantee from the SBA.

The following tables present data regarding the allowance for credit losses activity for the periods indicated:

At or for the Three Months Ended September 30, 2022

Real Estate Loans

One-to-Four

Family

Multifamily

Residential and

Residential

Cooperative/

and

Condominium

Residential

Total Real

Other

(In thousands)

Apartment

Mixed-Use

CRE

ADC

Estate

C&I

Loans

Total

Allowance for credit losses:

Beginning balance

4,514

7,003

26,247

3,788

41,552

37,588

286

79,426

Provision (credit) for credit losses

544

1,051

2,304

(169)

3,730

2,742

(32)

6,440

Charge-offs

—

(5,462)

(49)

(5,511)

Recoveries

—

1,580

—

1,580

Ending balance

5,058

8,054

28,551

3,619

45,282

36,448

205

81,935

1619

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	At or for the Three Months Ended September 30, 2021
	Real Estate Loans
	One-to-Four
	Family		Multifamily
	Residential and		Residential
	Cooperative/		and
	Condominium		Residential						Total Real				Other
(In thousands)	Apartment		Mixed-Use		CRE		ADC		Estate		C&I		Loans		Total
Allowance for credit losses:
Beginning balance	$	5,522	$	10,285	$	41,201	$	5,158	$	62,166	$	30,095	$	499	$	92,760
Provision (credit) for credit losses		583		(1,998)		(8,649)		(139)		(10,203)		1,943		946		(7,314)
Charge-offs		(1)		(58)		(2,952)		—		(3,011)		(497)		(768)		(4,276)
Recoveries		—		78		3		—		81		4		—		85
Ending balance	$	6,104	$	8,307	$	29,603	$	5,019	$	49,033	$	31,545	$	677	$	81,255

At or for the Nine Months Ended September 30, 2022

Real Estate Loans

One-to-Four

Family

Multifamily

Residential and

Residential

Cooperative/

and

Condominium

Residential

Total Real

Other

(In thousands)

Apartment

Mixed-Use

CRE

ADC

Estate

C&I

Loans

Total

Allowance for credit losses:

Beginning balance

5,932

7,816

29,166

4,857

47,771

35,331

751

83,853

(Credit) provision for credit losses

(874)

236

(669)

(1,238)

(2,545)

8,192

(495)

5,152

Charge-offs

—

(8,742)

(52)

(8,794)

Recoveries

—

1,667

1,724

Ending balance

5,058

8,054

28,551

3,619

45,282

36,448

205

81,935


	At or for the Nine Months Ended September 30, 2021
	Real Estate Loans
	One-to-Four
	Family		Multifamily
	Residential and		Residential
	Cooperative/		and
	Condominium		Residential						Total Real				Other
(In thousands)	Apartment		Mixed-Use		CRE		ADC		Estate		C&I		Loans		Total
Allowance for credit losses:
Beginning balance, prior to the adoption of CECL	$	644	$	17,016	$	9,059	$	1,993	$	28,712	$	12,737	$	12	$	41,461
Impact of adopting CECL as of January 1, 2021		1,048		(8,254)		4,849		381		(1,976)		(1,935)		(8)		(3,919)
Adjusted beginning balance as of January 1, 2021		1,692		8,762		13,908		2,374		26,736		10,802		4		37,542
PCD Day 1		2,220		3,292		23,124		117		28,753		23,374		157		52,284
Provision (credit) for credit losses		2,212		(3,361)		(4,068)		2,528		(2,689)		2,215		1,286		812
Charge-offs		(20)		(467)		(3,365)		—		(3,852)		(4,959)		(773)		(9,584)
Recoveries		—		81		4		—		85		113		3		201
Ending balance	$	6,104	$	8,307	$	29,603	$	5,019	$	49,033	$	31,545	$	677	$	81,255

The following tables present the amortized cost basis of loans on non-accrual status as of the periods indicated:


		September 30, 2022
		Non-accrual with		Non-accrual with
(In thousands)		No Allowance	Allowance			Reserve
One-to-four family residential and cooperative/condominium apartment	$	-	$	3,219	$	179
CRE		3,848		3,825		1,470
Acquisition, development, and construction		657		-		-
C&I		372		29,160		18,504
Total	$	4,877	$	36,204	$	20,153

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		December 31, 2021
		Non-accrual with		Non-accrual with
(In thousands)		No Allowance	Allowance			Reserve
One-to-four family residential and cooperative/condominium apartment	$	-	$	7,623	$	1,278
CRE		1,301		3,752		797
C&I		348		26,918		16,973
Other		-		365		361
Total	$	1,649	$	38,658	$	19,409

The Company ~~reassessed classification of certain investments~~did not recognize interest income on non-accrual loans held for investment during the ~~six~~three and nine months ended ~~June~~September 30, 2022 and transferred securities with a book value of $400.0 million from available-for-sale to held-to-maturity. The transfers occurred at fair value totaling $372.2 million. The related unrealized losses of $27.8 million were converted to a discount that is being accreted through interest income on a level-yield method over the term of the securities, while the unrealized losses recorded in other comprehensive income are amortized out of other comprehensive income through interest income on a level-yield method over the remaining term of securities, with no net change to interest income. NaN gain or loss was recorded at the time of transfer. There were 0 transfers of securities held-to-maturity to securities available-for-sale during the six months ended June 30, 2022. There were 0 transfers to or from securities held-to-maturity during the six months ended June 30, 2021.

~~The carrying amount of securities pledged at June 30, 2022 and December 31, 2021 was $634.9 million and $727.8 million, respectively.~~

~~At June 30, 2022 and December 31, 2021, there were 0 holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders' equity.~~

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

September 30, 2022

Loans 90

Days or

Total

30 to 59

60 to 89

More Past Due

Past Due

Days

and Still

and

Total

(In thousands)

Past Due

Accruing Interest

Non-accrual

Current

Loans

Real estate:

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

496

141

—

3,219

3,856

718,225

722,081

Multifamily residential and residential mixed-use

4,713

—

4,713

3,963,531

3,968,244

CRE

10,127

7,680

—

7,673

25,480

4,239,039

4,264,519

Acquisition, development, and construction

—

657

240,362

241,019

Total real estate

15,336

7,821

—

11,549

34,706

9,161,157

9,195,863

C&I

3,973

1,769

2,781

29,532

38,055

874,096

912,151

Other

145

—

145

8,782

8,927

Total

19,454

9,590

2,781

41,081

72,906

10,044,035

10,116,941


	December 31, 2021
					Loans 90
					Days or				Total
	30 to 59		60 to 89		More Past Due				Past Due
	Days		Days		and Still				and				Total
(In thousands)	Past Due		Past Due		Accruing Interest		Non-accrual		Non-accrual		Current		Loans
Real estate:
One-to-four family residential, including condominium and cooperative apartment	$	3,294	$	877	$	1,945	$	7,623	$	13,739	$	655,543	$	669,282
Multifamily residential and residential mixed-use		30,983		3,339		—		—		34,322		3,322,024		3,356,346
CRE		23,108		887		—		5,053		29,048		3,916,900		3,945,948
Acquisition, development, and construction		—		—		—		—		—		322,628		322,628
Total real estate		57,385		5,103		1,945		12,676		77,109		8,217,095		8,294,204
C&I		3,753		7,040		1,056		27,266		39,115		894,444		933,559
Other		104		3		—		365		472		16,426		16,898
Total	$	61,242	$	12,146	$	3,001	$	40,307	$	116,696	$	9,127,965	$	9,244,661

Accruing Loans 90 Days or More Past Due:

The Company continued accruing interest on loans with an outstanding balance of $2.8 million at September 30, 2022, and ~~fair value~~loans with an outstanding balance of ~~securities are shown~~$3.0 million at December 31, 2021, all of which were 90 days or more past due. These loans were either well secured, awaiting a forbearance extension or formal payment deferral, or will likely be forgiven through the PPP or repurchased by ~~contractual maturity. Expected maturities may differ from contractual maturities if borrowers have~~ the ~~right~~SBA, and, therefore, remained on accrual status and were deemed performing assets at the dates indicated above.

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Collateral Dependent Loans:

The Company had collateral dependent loans which were individually evaluated to ~~call~~determine expected credit losses as of the dates indicated:



	September 30, 2022				December 31, 2021
	Real Estate		Associated Allowance		Real Estate		Associated Allowance
(In thousands)	Collateral Dependent		for Credit Losses		Collateral Dependent		for Credit Losses
CRE	$	6,732	$	1,432	$	3,837	$	600
Acquisition, development, and construction		657		-		-		-
C&I		818		-		348		-
Total	$	8,207	$	1,432	$	4,185	$	600

TDRs

As of September 30, 2022, the Company had TDRs totaling $21.2 million. The Company has allocated $10.7 million of allowance for those loans at September 30, 2022, with no commitments to lend additional amounts. As of December 31, 2021, the Company had TDRs totaling $942 thousand. The Company has allocated $483 thousand of allowance for those loans at December 31, 2021, with no commitments to lend additional amounts.

During the nine months ended September 30, 2022, TDR modifications included extensions of maturity dates, or ~~prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.~~ favorable interest rates and loan terms than the prevailing market interest rates and loan terms.

June 30, 2022

Amortized

Fair
(In thousands)

Cost

Value
Available-for-sale

Within one year

$
3,904

$
3,851
One to five years

276,581

259,282
Five to ten years

150,824

140,475
Beyond ten years

5,145

4,626
Pass-through MBS issued by GSEs and agency CMO

657,232

599,523
Total

$
1,093,686

$
1,007,757

Held-to-maturity

Within one year

$
—

$
—
One to five years

10,000

9,622
Five to ten years

78,957

70,134
Beyond ten years

5,000

5,000
Pass-through MBS issued by GSEs and agency CMO

486,008

447,114
Total

$
579,965

$
531,870

The following table presents the ~~information related to sales of securities available-for-sale~~loans by category modified as ofTDRs that occurred for the periods indicated:

Three Months Ended

Six Months Ended

June 30,

June 30,
(In thousands)

2022

2021

2022

2021
Securities available-for-sale

Proceeds

$
—

$
3,519

$
—

$
138,077
Gross gains

—

20

—

1,327
Tax expense on gains

—

7

—

421
Gross losses

—

—

—

120
Tax benefit on losses

—

—

—

38


	Three Months Ended				Six Months Ended				Modifications During the Nine Months Ended September 30, 2022
	June 30,				June 30,						Pre-		Post-
(In thousands)	2022		2021		2022		2021
Proceeds:
Marketable equity securities	$	—	$	—	$	—	$	6,101
											Modification		Modification
											Outstanding		Outstanding
									Number of		Recorded		Recorded
(Dollars in thousands)									Loans		Investment		Investment
One-to-four family residential and cooperative/condominium apartment									2	$	762	$	762
CRE									1		991		991
Acquisition, development, and construction									1		13,500		13,500
C&I									4		20,272		20,272
Other									1		276		276
Total									9	$	35,801	$	35,801



	Modifications During the Nine Months Ended September 30, 2021
			Pre-		Post-
			Modification		Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
(Dollars in thousands)	Loans		Investment		Investment
One-to-four family residential and cooperative/condominium apartment	1	$	50	$	50
CRE	1		10,000		10,000
C&I	1		456		488
Total	3	$	10,506	$	10,538

There were no TDR charge-offs during the nine months ended September 30, 2022 and 2021. There were no TDRs that subsequently defaulted during the nine months ended September 30, 2022 and 2021.

Credit Quality Indicators

1722

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There were 0 gains on marketable equity securities for the three and six months ended June 30, 2022, and the three months ended June 30, 2021. Net gain of $131 thousand was recognized on marketable equity securities for the six months ended June 30, 2021. Marketable equity securities were fully liquidated in connection with the termination of the Benefit Maintenance Plan (“BMP”) during the three months ended March 31, 2021.

~~There were 0 sales of securities held-to-maturity during the three and six months ended June 30, 2022 and 2021.~~

June 30, 2022

Less than 12

12 Consecutive

Consecutive Months

Months or Longer

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized
(In thousands)

Value

Losses

Value

Losses

Value

Losses
Securities available-for-sale:












Treasury securities

$
231,880

$
15,532

$
0

$
0

$
231,880

$
15,532
Corporate securities

138,286

10,049

2,910

90

141,196

10,139
Pass-through MBS issued by GSEs

241,079

16,964

32,676

5,083

273,755

22,047
Agency CMOs

212,774

16,090

108,938

19,575

321,712

35,665
State and municipal obligations

28,021

1,728

6,447

821

34,468

2,549

December 31, 2021

Less than 12

12 Consecutive

Consecutive Months

Months or Longer

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized
(In thousands)

Value

Losses

Value

Losses

Value

Losses
Securities available-for-sale:












Agency notes

$
58,607

$
1,369

$
21,647

$
853

$
80,254

$
2,222
Treasury securities

244,769

3,147

—

—

244,769

3,147
Corporate securities

37,620

754

—

—

37,620

754
Pass-through MBS issued by GSEs

422,634

6,333

4,748

233

427,382

6,566
Agency CMOs

349,879

8,672

3,182

123

353,061

8,795
State and municipal obligations

18,887

302

—

—

18,887

302

As of June 30, 2022, NaN of the Company’s available-for-sale debt securities were in an unrealized loss position due to credit and therefore 0 allowance for credit losses on available-for-sale debt securities was required. Additionally, given the high-quality composition of the Company’s held-to-maturity portfolio, the Company did not record an allowance for credit losses on the held-to-maturity portfolio. With respect to certain classes of debt securities, primarily U.S. Treasuries and securities issued by Government Sponsored Entities, the Company considers the history of credit losses, current conditions and reasonable and supportable forecasts, which may indicate that the expectation that nonpayment of the amortized cost basis is or continues to be zero, even if the U.S. government were to technically default. Accrued interest receivable on securities totaling $4.6 million and $4.4 million at June 30, 2022 and December 31, 2021, respectively, was included in other assets in the consolidated balance sheet and excluded from the amortized cost and estimated fair value totals in the table above.

At June 30, 2022, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment was directly related to changes in interest rates. The Company generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. The following major

~~Table of Contents~~

security types held by the Company are all issued by U.S. government entities and agencies and therefore either explicitly or implicitly guaranteed by the U.S. government; Agency Notes, Treasury Securities, Pass-through MBS issued by GSEs, Agency Collateralized Mortgage Obligations. Substantially all of the corporate bonds within the portfolio have maintained an investment grade rating by either Kroll, Egan-Jones, Fitch, Moody’s or Standard and Poor’s. NaN of the unrealized losses are related to credit losses. Substantially all of the state and municipal obligations within the portfolio have all maintained an investment grade rating by either Moody’s or Standard and Poor’s. The Company does not have the intent to sell these securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery. The issuers continue to make timely principal and interest payments on the debt. The fair value is expected to recover as the securities approach maturity.

8.~~LOANS HELD FOR INVESTMENT, NET~~

~~The following table presents the loan categories for the period ended as indicated:~~

(In thousands)

June 30, 2022

December 31, 2021
One-to-four family residential and cooperative/condominium apartment

$
691,586

$
669,282
Multifamily residential and residential mixed-use

3,654,164

3,356,346
Commercial real estate ("CRE")

4,091,372

3,945,948
Acquisition, development, and construction

252,108

322,628
Total real estate loans

8,689,230

8,294,204
C&I

960,888

933,559
Other loans

10,789

16,898
Total

9,660,907

9,244,661
Allowance for credit losses

(79,426)

(83,853)
Loans held for investment, net

$
9,581,481

$
9,160,808

Included in C&I loans were Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans totaling $18.9 million and $66.0 million at June 30, 2022 and December 31, 2021, respectively. SBA PPP loans carry a 100% guarantee from the SBA. The Company may hold an allowance for credit losses as a result of individual loan analysis.

~~The following tables present data regarding the allowance for credit losses activity for the periods indicated:~~

At or for the Three Months Ended June 30, 2022

Real Estate Loans

One-to-Four

Family

Multifamily

Residential and

Residential

Cooperative/

and

Condominium

Residential

Total Real

Other

(In thousands)

Apartment

Mixed-Use

CRE

ADC

Estate

C&I

Loans

Total
Allowance for credit losses:

Beginning balance

$
4,528

$
7,061

$
28,645

$
4,758

$
44,992

$
34,263

$
360

$
79,615
(Credit) provision for credit losses

(14)

(58)

(2,452)

(970)

(3,494)

3,934

(74)

366
Charge-offs

—

—

—

—

—

(645)

—

(645)
Recoveries

—

—

54

—

54

36

—

90
Ending balance

$
4,514

$
7,003

$
26,247

$
3,788

$
41,552

$
37,588

$
286

$
79,426

~~Table of Contents~~

At or for the Three Months Ended June 30, 2021

Real Estate Loans

One-to-Four

Family

Multifamily

Residential and

Residential

Cooperative/

and

Condominium

Residential

Total Real

Other

(In thousands)

Apartment

Mixed-Use

CRE

ADC

Estate

C&I

Loans

Total
Allowance for credit losses:

Beginning balance

$
5,133

$
10,421

$
44,837

$
3,899

$
64,290

$
33,378

$
532

$
98,200
Provision (credit) for credit losses

394

34

(3,232)

1,259

(1,545)

(2,947)

(31)

(4,523)
Charge-offs

(5)

(173)

(405)

—

(583)

(445)

(5)

(1,033)
Recoveries

—

3

1

—

4

109

3

116
Ending balance

$
5,522

$
10,285

$
41,201

$
5,158

$
62,166

$
30,095

$
499

$
92,760

At or for the Six Months Ended June 30, 2022

Real Estate Loans

One-to-Four

Family

Multifamily

Residential and

Residential

Cooperative/

and

Condominium

Residential

Total Real

Other

(In thousands)

Apartment

Mixed-Use

CRE

ADC

Estate

C&I

Loans

Total
Allowance for credit losses:



Beginning balance

$
5,932

$
7,816

$
29,166

$
4,857

$
47,771

$
35,331

$
751

$
83,853
(Credit) provision for credit losses

(1,418)

(815)

(2,973)

(1,069)

(6,275)

5,450

(463)

(1,288)
Charge-offs

—

—

—

—

—

(3,280)

(3)

(3,283)
Recoveries

—

2

54

—

56

87

1

144
Ending balance

$
4,514

$
7,003

$
26,247

$
3,788

$
41,552

$
37,588

$
286

$
79,426

At or for the Six Months Ended June 30, 2021

Real Estate Loans

One-to-Four

Family

Multifamily

Residential and

Residential

Cooperative/

and

Condominium

Residential

Total Real

Other

(In thousands)

Apartment

Mixed-Use

CRE

ADC

Estate

C&I

Loans

Total
Allowance for credit losses:

Beginning balance, prior to the adoption of CECL

$
644

$
17,016

$
9,059

$
1,993

$
28,712

$
12,737

$
12

$
41,461
Impact of adopting CECL as of January 1, 2021

1,048

(8,254)

4,849

381

(1,976)

(1,935)

(8)

(3,919)
Adjusted beginning balance as of January 1, 2021

1,692

8,762

13,908

2,374

26,736

10,802

4

37,542
PCD Day 1

2,220

3,292

23,124

117

28,753

23,374

157

52,284
Provision (credit) for credit losses

1,629

(1,363)

4,581

2,667

7,514

272

340

8,126
Charge-offs

(19)

(409)

(413)

—

(841)

(4,462)

(5)

(5,308)
Recoveries

—

3

1

—

4

109

3

116
Ending balance

$
5,522

$
10,285

$
41,201

$
5,158

$
62,166

$
30,095

$
499

$
92,760

~~Table of Contents~~

~~The following tables present the amortized cost basis of loans on non-accrual status as of the periods indicated:~~

June 30, 2022

Non-accrual with

Non-accrual with

(In thousands)

No Allowance

Allowance

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

$
3,128

$
155
CRE

1,575

3,445

1,360
Acquisition, development, and construction

657

-

-
C&I

340

27,025

17,813
Other

-

131

41
Total
$
2,572

$
33,729

$
19,369

December 31, 2021

Non-accrual with

Non-accrual with

(In thousands)

No Allowance

Allowance

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

$
7,623

$
1,278
CRE

1,301

3,752

797
C&I

348

26,918

16,973
Other

-

365

361
Total
$
1,649

$
38,658

$
19,409

~~The Company did 0t recognize interest income on non-accrual loans held for investment during the three and six months ended June 30, 2022 and 2021.~~

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

June 30, 2022

Loans 90

Days or

Total

30 to 59

60 to 89

More Past Due

Past Due

Days

Days

and Still

and

Total
(In thousands)

Past Due

Past Due

Accruing Interest

Non-accrual

Non-accrual

Current

Loans
Real estate:














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

$
1

$
420

$
341

$
3,128

$
3,890

$
687,696

$
691,586
Multifamily residential and residential mixed-use

3,619

0

—

—

��
3,619

3,650,545

3,654,164
CRE

10,094

0

—

5,020

15,114

4,076,258

4,091,372
Acquisition, development, and construction

9,265

0

0

657

9,922

242,186

252,108
Total real estate

22,979

420

341

8,805

32,545

8,656,685

8,689,230
C&I

11,919

932

24

27,365

40,240

920,648

960,888
Other

996

0

0

131

1,127

9,662

10,789
Total

$
35,894

$
1,352

$
365

$
36,301

$
73,912

$
9,586,995

$
9,660,907

~~Table of Contents~~

December 31, 2021

Loans 90

Days or

Total

30 to 59

60 to 89

More Past Due

Past Due

Days

Days

and Still

and

Total
(In thousands)

Past Due

Past Due

Accruing Interest

Non-accrual

Non-accrual

Current

Loans
Real estate:














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

$
3,294

$
877

$
1,945

$
7,623

$
13,739

$
655,543

$
669,282
Multifamily residential and residential mixed-use

30,983

3,339

—

—

34,322

3,322,024

3,356,346
CRE

23,108

887

—

5,053

29,048

3,916,900

3,945,948
Acquisition, development, and construction

—

—

—

—

—

322,628

322,628
Total real estate

57,385

5,103

1,945

12,676

77,109

8,217,095

8,294,204
C&I

3,753

7,040

1,056

27,266

39,115

894,444

933,559
Other

104

3

—

365

472

16,426

16,898
Total

$
61,242

$
12,146

$
3,001

$
40,307

$
116,696

$
9,127,965

$
9,244,661

~~Accruing Loans 90 Days or More Past Due:~~

The Company continued accruing interest on loans with an outstanding balance of $365 thousand at June 30, 2022, and loans with an outstanding balance of $3.0 million at December 31, 2021, all of which were 90 days or more past due. These loans were either well secured, awaiting a forbearance extension or formal payment deferral, or will likely be forgiven through the PPP or repurchased by the SBA, and, therefore, remained on accrual status and were deemed performing assets at the dates indicated above.

~~Collateral Dependent Loans:~~

~~The Company had collateral dependent loans which were individually evaluated to determine expected credit losses as of the dates indicated:~~

June 30, 2022

December 31, 2021

Real Estate

Associated Allowance

Real Estate

Associated Allowance
(In thousands)

Collateral Dependent

for Credit Losses

Collateral Dependent

for Credit Losses
CRE

$
4,079

$
1,325

$
3,837

$
600
Acquisition, development, and construction

657

-

-

-
C&I

818

-

348

-
Total

$
5,554

$
1,325

$
4,185

$
600

~~TDRs~~

As of June 30, 2022, the Company had TDRs totaling $20.7 million. The Company has allocated $11.1 million of allowance for those loans at June 30, 2022, with 0 commitments to lend additional amounts. As of December 31, 2021, the Company had TDRs totaling $942 thousand. The Company has allocated $483 thousand of allowance for those loans at December 31, 2021, with 0 commitments to lend additional amounts.

~~During the six months ended June 30, 2022, TDR modifications included extensions of maturity dates, or favorable interest rates and loan terms than the prevailing market interest rates and loan terms.~~

~~Table of Contents~~

~~The following table presents the loans by category modified as TDRs that occurred for the periods indicated:~~

Modifications During the Six Months Ended June 30, 2022

Pre-

Post-

Modification

Modification

Outstanding

Outstanding

Number of

Recorded

Recorded
(Dollars in thousands)

Loans

Investment

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

1

$
37

$
37
CRE

1

991

991
Acquisition, development, and construction

1

13,500

13,500
C&I

3

20,016

20,016
Total

6

$
34,544

$
34,544

Modifications During the Six Months Ended June 30, 2021

Pre-

Post-

Modification

Modification

Outstanding

Outstanding

Number of

Recorded

Recorded
(Dollars in thousands)

Loans

Investment

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

1

$
50

$
50
C&I

1

456

456
Total

2

$
506

$
506

~~There were 0 TDR charge-offs during the six months ended June 30, 2022 and 2021. There were 0 TDRs that subsequently defaulted during the six months ended June 30, 2022 and 2021.~~

~~Credit Quality Indicators~~

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit structure, loan documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying them as to credit risk. The Company uses the following definitions for risk ratings:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of then existing facts, conditions, and values, highly questionable and improbable.

The following is a summary of the credit risk profile of loans by internally assigned grade as of the periods indicated, the years represent the year of origination for non-revolving loans:


	September 30, 2022
(In thousands)	2022		2021		2020		2019		2018		2017 and Prior		Revolving		Revolving-Term		Total
One-to-four family residential, and condominium/cooperative apartment:
Pass	$	155,591	$	110,542	$	75,764	$	65,953	$	66,976	$	172,012	$	44,573	$	12,073	$	703,484
Special mention		—		—		—		—		739		2,845		579		731		4,894
Substandard		—		—		1,031		1,229		409		10,258		—		776		13,703
Doubtful		—		—				—		—		—		—		—		—
Total one-to-four family residential, and condominium/cooperative apartment		155,591		110,542		76,795		67,182		68,124		185,115		45,152		13,580		722,081

Multifamily residential and residential mixed-use:
Pass		1,208,492		585,735		326,154		393,385		125,893		1,138,782		12,340		—		3,790,781
Special mention		—		—		—		25,513		12,646		56,094		—		—		94,253
Substandard		—		—		12,356		7,030		20,396		43,428		—		—		83,210
Doubtful		—		—		—		—		—		—		—		—		—
Total multifamily residential and residential mixed-use		1,208,492		585,735		338,510		425,928		158,935		1,238,304		12,340		—		3,968,244

CRE:
Pass		732,046		874,785		780,530		495,212		307,616		914,404		53,018		5,857		4,163,468
Special mention		2,890		—		—		33,240		12,720		15,486		—		—		64,336
Substandard		—		151		3,735		7,998		10,600		14,231		—		—		36,715
Doubtful		—		—		—		—		—		—		—		—		—
Total CRE		734,936		874,936		784,265		536,450		330,936		944,121		53,018		5,857		4,264,519

Acquisition, development, and construction:
Pass		25,431		143,494		18,088		20,043		6,349		2,573		24,097		287		240,362
Special mention		—		—		—		—		—		—		—		—		—
Substandard		—		657		—		—		—		—		—		—		657
Doubtful		—		—		—		—		—		—		—		—		—
Total acquisition, development, and construction:		25,431		144,151		18,088		20,043		6,349		2,573		24,097		287		241,019

C&I:
Pass		76,688		49,878		64,244		40,383		39,283		34,835		513,193		11,457		829,961
Special mention		4,340		—		942		287		1,642		908		8,470		503		17,092
Substandard		4,916		401		7,420		3,635		1,014		4,849		12,635		10,394		45,264
Doubtful		—		412		—		8,332		752		10,338		—		—		19,834
Total C&I		85,944		50,691		72,606		52,637		42,691		50,930		534,298		22,354		912,151

Total:
Pass		2,198,248		1,764,434		1,264,780		1,014,976		546,117		2,262,606		647,221		29,674		9,728,056
Special mention		7,230		—		942		59,040		27,747		75,333		9,049		1,234		180,575
Substandard		4,916		1,209		24,542		19,892		32,419		72,766		12,635		11,170		179,549
Doubtful		—		412		—		8,332		752		10,338		—		—		19,834
Total Loans	$	2,210,394	$	1,766,055	$	1,290,264	$	1,102,240	$	607,035	$	2,421,043	$	668,905	$	42,078	$	10,108,014

Table of Contents

~~The following is a summary of the credit risk profile of loans by internally assigned grade as of the periods indicated, the years represent the year of origination for non-revolving loans:~~

June 30, 2022
(In thousands)

2022

2021

2020

2019

2018

2017 and Prior

Revolving

Revolving-Term

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

Pass

$
109,116

$
111,694

$
75,873

$
66,563

$
68,407

$
178,745

$
47,383

$
11,294

$
669,075
Special mention

—

—

—

332

744

1,519

845

737

4,177
Substandard

—

—

1,036

1,230

411

14,863

—

794

18,334
Doubtful

—

—

—

—

—

—

—

—

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

109,116

111,694

76,909

68,125

69,562

195,127

48,228

12,825

691,586

Multifamily residential and residential mixed-use:

Pass

770,923

588,984

327,826

392,724

128,595

1,215,756

12,372

820

3,438,000
Special mention

—

—

—

28,066

9,696

42,783

—

—

80,545
Substandard

—

—

12,418

9,595

24,538

89,068

—

—

135,619
Doubtful

—

—

—

—

—

—

—

—

—
Total multifamily residential and residential mixed-use

770,923

588,984

340,244

430,385

162,829

1,347,607

12,372

820

3,654,164

CRE:

Pass

456,248

879,453

784,966

517,168

321,183

973,378

40,757

5,847

3,979,000
Special mention

2,914

—

—

33,389

7,128

16,899

—

—

60,330
Substandard

—

151

3,756

7,662

29,356

11,117

—

—

52,042
Doubtful

—

—

—

—

—

—

—

—

—
Total CRE

459,162

879,604

788,722

558,219

357,667

1,001,394

40,757

5,847

4,091,372

Acquisition, development, and construction:

Pass

8,413

127,151

59,294

25,709

17,543

4,099

8,788

454

251,451
Special mention

—

—

—

—

—

—

—

—

—
Substandard

—

657

—

—

—

—

—

—

657
Doubtful

—

—

—

—

—

—

—

—

—
Total acquisition, development, and construction:

8,413

127,808

59,294

25,709

17,543

4,099

8,788

454

252,108

C&I:

Pass

45,294

53,424

74,226

44,623

43,141

51,562

546,761

8,867

867,898
Special mention

4,461

—

2,682

326

65

1,017

12,528

577

21,656
Substandard

4,513

596

6,615

5,162

2,793

5,132

16,737

9,192

50,740
Doubtful

—

491

—

8,552

752

10,799

—

—

20,594
Total C&I

54,268

54,511

83,523

58,663

46,751

68,510

576,026

18,636

960,888

Total:

Pass

1,389,994

1,760,706

1,322,185

1,046,787

578,869

2,423,540

656,061

27,282

9,205,424
Special mention

7,375

—

2,682

62,113

17,633

62,218

13,373

1,314

166,708
Substandard

4,513

1,404

23,825

23,649

57,098

120,180

16,737

9,986

257,392
Doubtful

—

491

—

8,552

752

10,799

—

—

20,594
Total Loans

$
1,401,882

$
1,762,601

$
1,348,692

$
1,141,101

$
654,352

$
2,616,737

$
686,171

$
38,582

$
9,650,118

~~Table of Contents~~


	December 31, 2021																		December 31, 2021
(In thousands)	2021		2020		2019		2018		2017		2016 and Prior		Revolving		Revolving-Term		Total		2021		2020		2019		2018		2017		2016 and Prior		Revolving		Revolving-Term		Total
One-to-four family residential, and condominium/cooperative apartment:
Pass	$	129,679	$	86,028	$	80,195	$	75,354	$	77,829	$	129,276	$	49,878	$	12,537	$	640,776	$	129,679	$	86,028	$	80,195	$	75,354	$	77,829	$	129,276	$	49,878	$	12,537	$	640,776
Special mention		—		1,124		335		752		334		2,158		846		747		6,296		—		1,124		335		752		334		2,158		846		747		6,296
Substandard		—		1,944		2,038		597		2,202		14,512		—		894		22,187		—		1,944		2,038		597		2,202		14,512		—		894		22,187
Doubtful		—		—		—		23		—		—		—		—		23		—		—		—		23		—		—		—		—		23
Total one-to-four family residential, and condominium/cooperative apartment		129,679		89,096		82,568		76,726		80,365		145,946		50,724		14,178		669,282		129,679		89,096		82,568		76,726		80,365		145,946		50,724		14,178		669,282

Multifamily residential and residential mixed-use:
Pass		590,462		341,206		455,277		151,226		332,749		1,145,609		12,277		825		3,029,631		590,462		341,206		455,277		151,226		332,749		1,145,609		12,277		825		3,029,631
Special mention		—		11,040		14,486		—		11,817		26,252		—		—		63,595		—		11,040		14,486		—		11,817		26,252		—		—		63,595
Substandard		—		1,501		35,326		32,390		54,238		137,387		2,278		—		263,120		—		1,501		35,326		32,390		54,238		137,387		2,278		—		263,120
Doubtful		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total multifamily residential and residential mixed-use		590,462		353,747		505,089		183,616		398,804		1,309,248		14,555		825		3,356,346		590,462		353,747		505,089		183,616		398,804		1,309,248		14,555		825		3,356,346

CRE:
Pass		872,049		848,694		529,182		306,360		298,904		815,238		43,183		6,188		3,719,798		872,049		848,694		529,182		306,360		298,904		815,239		43,183		6,188		3,719,799
Special mention		6,003		1,024		39,305		18,983		11,039		17,438		—		—		93,792		6,003		1,024		39,305		18,983		11,039		17,438		—		—		93,792
Substandard		4,431		1,732		7,082		45,496		31,747		41,763		—		—		132,251		4,431		1,732		7,082		45,496		31,747		41,763		—		—		132,251
Doubtful		—		—		106		—		—		—		—		—		106		—		—		106		—		—		—		—		—		106
Total CRE		882,483		851,450		575,675		370,839		341,690		874,439		43,183		6,188		3,945,947		882,483		851,450		575,675		370,839		341,690		874,440		43,183		6,188		3,945,948

Acquisition, development, and construction:
Pass		142,123		76,259		56,885		23,456		6,809		774		1,066		588		307,960		142,123		76,259		56,885		23,456		6,809		774		1,066		588		307,960
Special mention		—		1,078		—		—		—		—		—		—		1,078		—		1,078		—		—		—		—		—		—		1,078
Substandard		—		90		—		13,500		—		—		—		—		13,590		—		90		—		13,500		—		—		—		—		13,590
Doubtful		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total acquisition, development, and construction:		142,123		77,427		56,885		36,956		6,809		774		1,066		588		322,628		142,123		77,427		56,885		36,956		6,809		774		1,066		588		322,628

C&I:
Pass		93,802		121,291		53,116		49,634		36,238		23,615		446,134		9,764		833,594		93,802		121,291		53,116		49,634		36,238		23,615		446,134		9,764		833,594
Special mention		—		1,625		239		2,191		585		52		3,225		1,286		9,203		—		1,625		239		2,191		585		52		3,225		1,286		9,203
Substandard		402		5,744		5,789		6,011		2,832		2,844		28,545		13,597		65,764		402		5,744		5,789		6,011		2,832		2,844		28,545		13,597		65,764
Doubtful		550		1,621		9,968		752		11,107		—		1,000		—		24,998		550		1,621		9,968		752		11,107		—		1,000		—		24,998
Total C&I		94,754		130,281		69,112		58,588		50,762		26,511		478,904		24,647		933,559		94,754		130,281		69,112		58,588		50,762		26,511		478,904		24,647		933,559

Total:
Pass		1,828,115		1,473,478		1,174,655		606,030		752,529		2,114,512		552,538		29,902		8,531,759		1,828,115		1,473,478		1,174,655		606,030		752,529		2,114,513		552,538		29,902		8,531,760
Special mention		6,003		15,891		54,365		21,926		23,775		45,900		4,071		2,033		173,964		6,003		15,891		54,365		21,926		23,775		45,900		4,071		2,033		173,964
Substandard		4,833		11,011		50,235		97,994		91,019		196,506		30,823		14,491		496,912		4,833		11,011		50,235		97,994		91,019		196,506		30,823		14,491		496,912
Doubtful		550		1,621		10,074		775		11,107		—		1,000		—		25,127		550		1,621		10,074		775		11,107		—		1,000		—		25,127
Total Loans	$	1,839,501	$	1,502,001	$	1,289,329	$	726,725	$	878,430	$	2,356,918	$	588,432	$	46,426	$	9,227,762	$	1,839,501	$	1,502,001	$	1,289,329	$	726,725	$	878,430	$	2,356,919	$	588,432	$	46,426	$	9,227,763

For other loans, the Company evaluates credit quality based on payment activity. Other loans that are 90 days or more past due are placed on non-accrual status, while all remaining other loans are classified and evaluated as performing. The following is a summary of the credit risk profile of other loans by internally assigned grade:


(In thousands)	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Performing	$	10,658	$	16,533	$	8,927	$	16,533
Non-accrual		131		365		—		365
Total	$	10,789	$	16,898	$	8,927	$	16,898

9.LEASES

The Company recognizes operating lease assets and corresponding lease liabilities related to its office facilities and retail branches. The operating lease assets represent the Company’s right to use an underlying asset for the lease term, and the lease liability represents the Company’s obligation to make lease payments over the lease term.

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The operating lease asset and lease liability are determined at the commencement date of the lease based on the present value of the lease payments. As most of our leases do not provide an implicit rate, the Company used its incremental borrowing rate, the rate of interest to borrow on a collateralized basis for a similar term, at the lease commencement date.

The Company made a policy election to exclude the recognition requirements of ASU 2016-02 to short-term leases, those leases with original terms of 12 months or less. Short-term lease payments are recognized in the income statement on a straight-line basis over the lease term. Certain leases may include one or more options to renew. The exercise of lease renewal options is typically at the Company’s discretion and are included in the operating lease liability if it is reasonably certain that the renewal option will be exercised. Certain real estate leases may contain lease and non-lease components, such as common area maintenance charges, real estate taxes, and insurance, which are generally accounted for separately and are not included in the measurement of the lease liability since they are generally able to be segregated. The Company does not sublease any of its leased properties. The Company does not lease properties from any related parties.

Maturities of the Company’s operating lease liabilities at ~~June~~September 30, 2022 are as follows:


	Rent to be		Rent to be
(In thousands)	Capitalized		Capitalized
2022	$	6,114	$	2,999
2023		10,914		11,188
2024		10,813		11,098
2025		10,585		10,880
2026		9,871		10,177
Thereafter		17,477		17,671
Total undiscounted lease payments		65,774		64,013
Less amounts representing interest		(3,924)		(3,761)
Operating lease liabilities	$	61,850	$	60,252

Other information related to the Company’s operating leases was as follows:

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

June 30,

September 30,

(In thousands)

2022

2021

2022

2021

2022

2021

2022

2021

Operating lease cost

3,271

4,008

6,533

7,166

3,336

4,012

9,869

11,178

Cash paid for amounts included in the measurement of operating lease liabilities

3,055

3,722

5,979

6,772

3,253

3,724

9,232

10,496

June 30,

December 31,

September 30,

December 31,

2022

2021

2022

2021

Weighted average remaining lease term

6.2

years

6.6

years

6.1

years

6.6

years

Weighted average discount rate

1.85

1.79

1.89

1.79

10.DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loan portfolio.

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The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. The Company engages in both cash flow hedges and freestanding derivatives.

Cash Flow Hedges

Cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company uses these types of derivatives to hedge the variable cash flows associated with existing or forecasted issuances of short-term borrowings.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. During the next twelve months, the Company estimates that an additional ~~$3.7~~$5.5 million will be reclassified as a decrease to interest expense.

During the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company did 0tnot terminate any derivatives. During the three ~~and six~~ months ended ~~June~~September 30, 2021, the Company did not terminate any derivatives. During the nine months ended September 30, 2021, the Company terminated 34 derivatives with notional values totaling $785.0 million, resulting in a termination value of $16.5 million which was recognized in loss on termination of derivatives in non-interest income.

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

June 30, 2022

December 31, 2021

September 30, 2022

December 31, 2021

Notional

Fair Value

Notional

Fair Value

Notional

Fair Value

Notional

Fair Value

(Dollars in thousands)

Count

Amount

Assets

Liabilities

Count

Amount

Assets

Liabilities

Count

Amount

Assets

Liabilities

Count

Amount

Assets

Liabilities

Included in derivative assets/(liabilities):

Interest rate swaps related to FHLBNY advances

150,000

13,497

—

150,000

4,358

—

150,000

18,336

—

150,000

4,358

—

The table below presents the effect of the cash flow hedge accounting on accumulated other comprehensive income (loss) for the periods indicated:


	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
	June 30,				June 30,				September 30,				September 30,
(In thousands)	2022		2021		2022		2021		2022		2021		2022		2021
Gain (loss) recognized in other comprehensive income	$	2,309	$	(1,406)	$	9,161	$	3,542	$	5,387	$	225	$	14,548	$	3,767
Gain recognized on termination of derivatives		—		—		—		16,505		—		—		—		16,505
Gain (loss) reclassified from other comprehensive income into interest expense		54		(10)		23		(864)		546		(38)		569		(902)

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

The cash flow hedges involve derivative agreements with third-party counterparties that contain provisions requiring the Company to post cash collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. As of ~~June~~September 30, 2022 and December 31, 2021, the Company did 0tnot post collateral to the third-party counterparties. As of ~~June~~September 30, 2022, the Company received ~~$14.2~~$18.2 million in collateral from its third-party counterparties under the agreements in a net asset position. As of December 31, 2021, the Company received $4.6 million in collateral from its third-party counterparties.

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Table of Contents

Freestanding Derivatives

The Company maintains an interest-rate risk protection program for its loan portfolio in order to offer loan level derivatives with certain borrowers and to generate loan level derivative income. The Company enters into interest rate swap or interest rate floor agreements with borrowers. These interest rate derivatives are designed such that the borrower synthetically attains a fixed-rate loan, while the Company receives floating rate loan payments. The Company offsets the loan level interest rate swap exposure by entering into an offsetting interest rate swap or interest rate floor with an unaffiliated and reputable bank counterparty. These interest rate derivatives do not qualify as designated hedges, under ASU 815; therefore, each interest rate derivative is accounted for as a freestanding derivative. The notional amounts of the interest rate derivatives do not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate derivative agreements. The following tables reflect freestanding derivatives included in the consolidated statements of financial condition as of the dates indicated:

June 30, 2022

September 30, 2022

Notional

Fair Value

Notional

Fair Value

(In thousands)

Count

Amount

Assets

Liabilities

Count

Amount

Assets

Liabilities

Included in derivative assets/(liabilities):

Loan level interest rate swaps with borrower

54,115

882

—

187

1,225,306

—

(133,938)

Loan level interest rate swaps with borrower

175

1,164,869

—

(84,162)

Loan level interest rate floors with borrower

332,806

—

(8,376)

328,864

—

(10,405)

Loan level interest rate swaps with third-party counterparties

54,115

—

(882)

187

1,225,306

133,938

—

Loan level interest rate swaps with third-party counterparties

175

1,164,869

84,162

—

Loan level interest rate floors with third-party counterparties

332,806

8,376

—

328,864

10,405

—


	December 31, 2021
		Notional		Fair Value		Fair Value
(In thousands)	Count	Amount		Assets		Liabilities
Included in derivative assets/(liabilities):
Loan level interest rate swaps with borrower	98	$	599,003	$	27,440	$	—
Loan level interest rate swaps with borrower	87		612,610		—		(12,620)
Loan level interest rate floors with borrower	33		291,990		615		—
Loan level interest rate floors with borrower	12		100,774		—		(53)
Loan level interest rate swaps with third-party counterparties	98		599,003		—		(27,440)
Loan level interest rate swaps with third-party counterparties	87		612,610		12,620		—
Loan level interest rate floors with third-party counterparties	33		291,990		—		(615)
Loan level interest rate floors with third-party counterparties	12		100,774		53		—

Loan level derivative income is recognized on the mark-to-market of the interest rate swap as a fair value adjustment at the time the transaction is closed. Total loan level derivative income is included in non-interest income as follows:

Three Months Ended

Six Months Ended

Three Months Ended

Nine Months Ended

June 30,

September 30,

(In thousands)

2022

2021

2022

2021

2022

2021

2022

2021

Loan level derivative income

1,685

559

1,691

2,351

549

445

2,240

2,796

The interest rate swap product with the borrower is cross collateralized with the underlying loan and, therefore, there is 0no posted collateral. Certain interest rate swap agreements with third-party counterparties contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position. As of ~~June~~September 30, 2022, the Company did 0tnot post collateral to its third-party counterparties. As of December 31, 2021, posted collateral was $14.0 million. As of ~~June~~September 30, 2022, the Company received ~~$101.6~~$140.0 million in collateral from its third-party counterparties under the agreements in a net asset position. As of December 31, 2021, the Company did not receive collateral from its third-party counterparties.

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Table of Contents

Risk Participation Agreements

The Company enters into risk participation agreements to manage economic risks but does not designate the instruments in hedge relationships. As of ~~June~~September 30, 2022 and December 31, 2021, the notional amounts of risk participation agreements for derivative liabilities were ~~$71.4~~$71.2 million and $25.6 million, respectively. The related fair values of the Company’s risk participation agreements were immaterial as of ~~June~~September 30, 2022 and December 31, 2021.

Credit Risk Related Contingent Features

The Company’s agreements with each of its derivative counterparties state that if the Company defaults on any of its indebtedness, it could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty.

The Company’s agreements with certain of its derivative counterparties state that if the Bank fails to maintain its status as a well-capitalized institution, the Bank could be required to terminate its derivative positions with the counterparty.

For derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, any breach of the above provisions by the Company may require settlement of its obligations under the agreements at the termination value with the respective counterparty. As of ~~June~~September 30, 2022, there were 0no derivatives in a net liability position, and therefore the termination value was 0.zero. There were 0no provisions breached for the ~~six~~nine months ended ~~June~~September 30, 2022.

11.FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 Inputs – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Significant other observable inputs such as any of the following: (1) quoted prices for similar assets or liabilities in active markets, (2) quoted prices for identical or similar assets or liabilities in markets that are not active, (3) inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates), or (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level 3 Inputs – Significant unobservable inputs for the asset or liability. Significant unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Significant unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Securities

The Company’s available-for-sale securities are reported at fair value, which were determined utilizing prices obtained from independent parties. The valuations obtained are based upon market data, and often utilize evaluated pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, pricing applications apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (obtained only from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets,

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benchmark securities, bids, offers and reference data. For certain securities, additional inputs may be used or some market inputs may not be applicable. Prioritization of inputs may vary on any given day based on market conditions.

All MBS, CMOs, treasury securities, and agency notes are guaranteed either implicitly or explicitly by GSEs as of ~~June~~September 30, 2022 and December 31, 2021. In accordance with the Company’s investment policy, corporate securities are rated "investment grade" at the time of purchase and the financials of the issuers are reviewed quarterly. Obtaining market values as of ~~June~~September 30, 2022 and December 31, 2021 for these securities utilizing significant observable inputs was not difficult due to their liquid nature.

Derivatives

Derivatives represent interest rate swaps and estimated fair values are based on valuation models using observable market data as of the measurement date.

The following tables present financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Fair Value Measurements

at June 30, 2022 Using

Level 1

Level 2

Level 3
(In thousands)

Total

Inputs

Inputs

Inputs
Financial Assets:








Securities available-for-sale:








Treasury securities

$
231,880

$
—

$
231,880

$
—
Corporate securities

141,196

—

141,196

—
Pass-through MBS issued by GSEs

277,642

—

277,642

—
Agency CMOs

321,881

—

321,881

—
State and municipal obligations

35,158

—

35,158

—
Derivative – cash flow hedges

13,497

—

13,497

—
Derivative – freestanding derivatives, net

93,420

—

93,420

—
Financial Liabilities:

Derivative – freestanding derivatives, net

93,420

—

93,420

—

Fair Value Measurements

at September 30, 2022 Using

Level 1

Level 2

Level 3

(In thousands)

Total

Inputs

Financial Assets:

Securities available-for-sale:

Treasury securities

225,925

—

225,925

—

Corporate securities

157,032

—

157,032

—

Pass-through MBS issued by GSEs

252,655

—

252,655

—

Agency CMOs

293,717

—

293,717

—

State and municipal obligations

33,598

—

33,598

—

Derivative – cash flow hedges

18,336

—

18,336

—

Derivative – freestanding derivatives, net

144,343

—

144,343

—

Financial Liabilities:

Derivative – freestanding derivatives, net

144,343

—

144,343

—


			Fair Value Measurements
			at December 31, 2021 Using
			Level 1		Level 2		Level 3
(In thousands)	Total		Inputs		Inputs		Inputs
Financial Assets:
Securities available-for-sale:
Agency notes	$	80,254	$	—	$	80,254	$	—
Treasury securities		244,769		—		244,769		—
Corporate securities		152,030		—		152,030		—
Pass-through MBS issued by GSEs		526,454		—		526,454		—
Agency CMOs		521,258		—		521,258		—
State and municipal obligations		38,946		—		38,946		—
Derivative – cash flow hedges		4,358		—		4,358		—
Derivative – freestanding derivatives, net		40,728		—		40,728		—
Financial Liabilities:
Derivative – freestanding derivatives, net		40,728		—		40,728		—

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis. That is, they are subject to fair value adjustments in certain circumstances. Financial assets measured at fair value on a non-recurring basis include certain individually evaluated loans (or impaired loans prior to the adoption of ASC 326) reported at the fair value of the underlying collateral if repayment is expected solely from the collateral.

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June 30, 2022

Fair Value Measurements Using:



Quoted Prices



In Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Carrying

Assets

Inputs

Inputs
(In thousands)

Value

(Level 1)

(Level 2)

(Level 3)
Individually evaluated loans

$
1,179

$
—
$
—

$
1,179


	September 30, 2022
				Fair Value Measurements Using:
			Quoted Prices
			In Active			Significant
			Markets for			Other	Significant
			Identical			Observable	Unobservable
	Carrying		Assets			Inputs	Inputs
(In thousands)	Value		(Level 1)			(Level 2)	(Level 3)
Individually evaluated loans	$	1,453	$	—	$	—	$	1,453


	December 31, 2021
				Fair Value Measurements Using:
				Quoted Prices
				In Active		Significant
				Markets for		Other	Significant
				Identical		Observable	Unobservable
	Carrying			Assets		Inputs	Inputs
(In thousands)	Value			(Level 1)		(Level 2)	(Level 3)
Individually evaluated loans	$	1,900	$	—	$	—	$	1,900

Individually evaluated loans with an allowance for credit losses at ~~June~~September 30, 2022 had a carrying amount of ~~$1.2~~$1.5 million, which is made up of the outstanding balance of ~~$2.5~~$2.9 million, net of a valuation allowance of ~~$1.3~~$1.4 million. Collateral dependent individually analyzed loans as of ~~June~~September 30, 2022 resulted in a credit loss ~~release~~provision of ~~$32~~$107 thousand and a credit loss provision of ~~$724~~$831 thousand, which is included in the amounts reported in the consolidated statements of income for the three and ~~six~~nine months ended ~~June~~September 30, 2022.

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

Financial Instruments Not Measured at Fair Value

The following tables present the carrying amounts and estimated fair values of financial instruments other than those measured at fair value on either a recurring or nonrecurring basis for the dates indicated, segmented by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Fair Value Measurements

at June 30, 2022 Using

Carrying

Level 1

Level 2

Level 3

(In thousands)

Amount

Inputs

Inputs

Inputs

Total
Financial Assets:










Cash and due from banks

$
281,487

$
281,487

$
—

$
—

$
281,487
Securities held-to-maturity

579,965

—

531,870

—

531,870
Loans held for investment, net

9,580,302

—

—

9,423,799

9,423,799
Accrued interest receivable

38,382

—

4,557

33,825

38,382
Financial Liabilities:










Savings, money market and checking accounts

9,606,689

9,606,689

—

—

9,606,689
Certificates of Deposits ("CDs")

959,312

—

952,339

—

952,339
FHLBNY advances

100,000

—

99,933

—

99,933
Subordinated debt, net

200,327

—

194,127

—

194,127
Other short-term borrowings

2,162

2,162

—

—

2,162
Accrued interest payable

2,184

—

2,184

—

2,184

Fair Value Measurements

at September 30, 2022 Using

Carrying

Level 1

Level 2

Level 3

(In thousands)

Amount

Inputs

Total

Financial Assets:

Cash and due from banks

312,996

—

312,996

Securities held-to-maturity

591,403

—

511,054

—

511,054

Loans held for investment, net

10,033,553

—

9,594,094

Accrued interest receivable

41,567

—

4,971

36,596

41,567

Financial Liabilities:

Savings, money market and checking accounts

9,557,896

—

9,557,896

Certificates of Deposits ("CDs")

930,774

—

922,132

—

922,132

FHLBNY advances

620,000

—

619,993

—

619,993

Subordinated debt, net

200,305

—

184,305

—

184,305

Other short-term borrowings

2,124

—

2,124

Accrued interest payable

4,548

—

4,548

—

4,548

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			Fair Value Measurements
			at December 31, 2021 Using
	Carrying		Level 1		Level 2		Level 3
(In thousands)	Amount		Inputs		Inputs		Inputs		Total
Financial Assets:
Cash and due from banks	$	393,722	$	393,722	$	—	$	—	$	393,722
Securities held-to-maturity		179,309		—		177,354		—		177,354
Loans held for investment, net		9,158,908		—		—		9,169,872		9,169,872
Accrued interest receivable		40,149		—		4,481		35,668		40,149
Financial Liabilities:
Savings, money market and checking accounts		9,605,731		9,605,731		—		—		9,605,731
CDs		853,242		—		857,342		—		857,342
FHLBNY advances		25,000		—		25,014		—		25,014
Subordinated debt, net		197,096		—		202,334		—		202,334
Other short-term borrowings		1,862		1,862		—		—		1,862
Accrued interest payable		870		—		870		—		870

12.OTHER INTANGIBLE ASSETS

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

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


	June 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021
		Core Deposit		Non-complete				Core Deposit		Non-complete				Core Deposit		Non-compete				Core Deposit		Non-compete
(In thousands)		Intangibles		Agreement		Total		Intangibles		Agreement		Total		Intangibles		Agreement		Total		Intangibles		Agreement		Total
Gross carrying value	$	10,204	$	780	$	10,984	$	10,204	$	780	$	10,984	$	10,204	$	780	$	10,984	$	10,204	$	780	$	10,984
Accumulated amortization		(2,858)		(780)		(3,638)		(1,962)		(660)		(2,622)		(3,289)		(780)		(4,069)		(1,962)		(660)		(2,622)
Net carrying amount	$	7,346	$	-	$	7,346	$	8,242	$	120	$	8,362	$	6,915	$	-	$	6,915	$	8,242	$	120	$	8,362

Amortization expense recognized on intangible assets was ~~$430~~$431 thousand and ~~$1.0~~$1.4 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022. Amortization expense recognized on intangible assets was ~~$835~~$715 thousand and ~~$1.2~~$1.9 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021.

Estimated amortization expense for the remainder of 2022 through 2026 and thereafter is as follows:


(In thousands)		Total		Total
2022	$	862	$	431
2023		1,425		1,425
2024		1,163		1,163
2025		958		958
2026		795		795
Thereafter		2,143		2,143
Total	$	7,346	$	6,915

13.FHLBNY ADVANCES

The Bank had borrowings from the FHLBNY (“Advances”) totaling ~~$100.0~~$620.0 million and $25.0 million at ~~June~~September 30, 2022 and December 31, 2021, respectively, all of which were fixed rate. The average interest rate on outstanding FHLBNY Advances was ~~1.63%~~3.19% and 0.35% at ~~June~~September 30, 2022 and December 31, 2021, respectively. In accordance with its Advances, Collateral Pledge and Security Agreement with the FHLBNY, the Bank was eligible to borrow up to ~~$3.70~~$3.87 billion as of ~~June~~September 30, 2022 and $4.19 billion as of December 31, 2021, and maintained sufficient qualifying collateral, as defined by the FHLBNY. ~~Certain FHLBNY Advances may contain call features that may be exercised by the FHLBNY.~~ At ~~June~~September 30, 2022 there were 0no callable Advances.

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The Company’s prepayment penalty expense was recognized as a loss on extinguishment of debt during the ~~three and six~~nine months ended ~~June~~September 30, 2021. The following table is a summary of FHLBNY extinguishments for the periods presented:

Three Months Ended June 30,

Six Months Ended June 30,
(Dollars in thousands)

2022

2021

2022

2021

FHLBNY advances extinguished

$
-

$
78,900

$
-

$
209,000

Weighted average rate

-
%

0.33
%

-
%

1.31
%
Loss on extinguishment of debt

$
-

$
157

$
-

$
1,751


	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)		2022			2021			2022			2021
FHLBNY advances extinguished	$	-		$	-		$	-		$	209,000
Weighted average rate		-	%		-	%		-	%		1.31	%
Loss on extinguishment of debt	$	-		$	-		$	-		$	1,751

The following tables present the contractual maturities and weighted average interest rates of FHLBNY advances for each of the next five years. There were 0$270.0 million of FHLBNY advances with an overnight contractual maturity at ~~June~~September 30, 2022 and no FHLBNY advances with an overnight contractual maturity at December 31, 2021. There ~~are 0~~were no FHLBNY advances with contractual maturities after 2022 at ~~June~~September 30, 2022 and December 31, 2021:

June 30, 2022

(Dollars in thousands)

Weighted

Contractual Maturity

Amount

Average Rate

2022, fixed rate at rates from 1.63% to 1.64%

$
100,000

1.63
%
Total FHLBNY advances

$
100,000

1.63
%


	September 30, 2022
(Dollars in thousands)			Weighted
Contractual Maturity	Amount		Average Rate
Overnight, fixed rate at 3.29%	$	270,000	3.29	%
2022, fixed rate at rates from 2.38% to 3.40%		350,000	3.12
Total FHLBNY advances	$	620,000	3.19	%


	December 31, 2021
(Dollars in thousands)			Weighted
Contractual Maturity	Amount		Average Rate
2022, fixed rate at 0.35%	$	25,000	0.35	%
Total FHLBNY advances	$	25,000	0.35	%

14.SUBORDINATED DEBENTURES

On May 6, 2022, the Company issued $160.0 million aggregate principal amount of fixed-to-floating rate subordinated notes due 2032 (“the Notes”). The Notes are callable at par after five years, have a stated maturity of May 15, 2032 and bear interest at a fixed annual rate of 5.00% per year, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2022. The last interest payment for the fixed rate period will be May 15, 2027. From and including May 15, 2027 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the benchmark rate (which is expected to be Three-Month Term SOFR) plus 218 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2027.

The Company used the net proceeds of the offering for the repayment of $115.0 million of the Company’s 4.50% fixed-to-floating rate subordinated notes due 2027 on June 15, 2022, and $40.0 million of the Company’s 5.25% fixed-to-floating rate subordinated debentures due 2025 on June 30, 2022. The repayment of the subordinated notes due 2027 resulted in a pre-tax write-off of debt issuance costs of $740 thousand, which was recognized in loss on extinguishment of debt in non-interest expense.

The remaining $40.0 million of fixed-to-floating rate subordinated debentures were issued by the Company in September 2015, are callable at par after ten years, have a stated maturity of September 30, 2030, and bear interest at a fixed annual rate of 5.75% per year, from and including September 21, 2015 until but excluding September 30, 2025. From and including September 30, 2025 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR plus 345 basis points.

The subordinated debentures totaled $200.3 million at ~~June~~September 30, 2022 and $197.1 million at December 31, 2021. Interest expense related to the subordinated debentures was ~~$3.3~~$2.6 million and $2.2 million during the three months ended ~~June~~September 30, 2022 and 2021, respectively. Interest expense on subordinated debentures was ~~$5.5~~$8.1 million and ~~$4.1~~$6.3 million during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. The subordinated debentures are included in tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

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15.RETIREMENT AND POSTRETIREMENT PLANS

The Bank maintains two noncontributory pension plans that existed before the Merger: (i) the Retirement Plan of Dime Community Bank (“Employee Retirement Plan”) and (ii) the BNB Bank Pension Plan, covering all eligible employees.

Employee Retirement Plan

The Bank sponsors the Employee Retirement Plan, a tax-qualified, noncontributory, defined-benefit retirement plan. Prior to April 1, 2000, substantially all full-time employees of at least 21 years of age were eligible for participation after one year of service. Effective April 1, 2000, the Bank froze all participant benefits under the Employee Retirement Plan.

BNB Bank Pension Plan

During 2012, Bridge amended the BNB Bank Pension Plan by revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered Bridge employees. Additionally, new Bridge employees hired on or after October 1, 2012 were not eligible for the BNB Bank Pension Plan.

The following table represents the components of net periodic benefit (credit) cost included in other non-interest expense, except for service cost which is reported in salaries and employee benefits expense, in the consolidated statements of income. Net expenses associated with these plans were comprised of the following components:

Three Months Ended June 30,

2022

2021

BNB Bank

Employee

BNB Bank

Employee
(In thousands)

Pension Plan

Retirement Plan

Pension Plan

Retirement Plan
Service cost

$
267

$
—

$
223

$
—
Interest cost

195

155

303

183
Expected return on assets

(857)

(490)

(1,245)

(428)
Amortization of unrealized loss

—

63

206

229
Net periodic credit

$
(395)

$
(272)

$
(513)

$
(16)


	Six Months Ended June 30,								Three Months Ended September 30,
	2022				2021					2022			2021

	BNB Bank		Employee		BNB Bank		Employee		BNB Bank		Employee		BNB Bank		Employee
(In thousands)	Pension Plan		Retirement Plan		Pension Plan		Retirement Plan		Pension Plan		Retirement Plan		Pension Plan		Retirement Plan
Service cost	$	535	$	—	$	371	$	—	$	267	$	—	$	223	$	—
Interest cost		390		310		552		366		195		155		302		183
Expected return on assets		(1,715)		(980)		(2,229)		(856)		(857)		(490)		(1,244)		(428)
Amortization of unrealized loss		—		125		412		458		—		63		207		229
Net periodic credit	$	(790)	$	(545)	$	(894)	$	(32)	$	(395)	$	(272)	$	(512)	$	(16)


	Nine Months Ended September 30,
	2022				2021

	BNB Bank		Employee		BNB Bank		Employee
(In thousands)	Pension Plan		Retirement Plan		Pension Plan		Retirement Plan
Service cost	$	802	$	—	$	594	$	—
Interest cost		585		465		854		549
Expected return on assets		(2,572)		(1,470)		(3,473)		(1,284)
Amortization of unrealized loss		—		188		619		687
Net periodic credit	$	(1,185)	$	(817)	$	(1,406)	$	(48)

There were 0no contributions to the BNB Bank Pension Plan or the Employee Retirement Plan for the ~~six~~nine months ended ~~June~~September 30, 2022.

401(k) Plan

The Company maintains a 401(k) Plan (the “401(k) Plan”) that existed before the Merger. The 401(k) Plan covers substantially all current employees. Legacy Dime employees that continued to be employed following the Merger Date, that met eligibility requirements, were automatically enrolled in the plan unless they elected not to participate. Newly hired employees are automatically enrolled in the plan on the first day of the month following the 60^th day of employment, unless they elect not to participate. Participants may contribute a portion of their pre-tax base salary, generally not to exceed $20,500 for the calendar year ended December 31, 2022. Under the provisions of the 401(k) Plan, employee contributions

Table of Contents

are partially matched by the Bank as follows: 100% of each employee’s contributions up to 1% of each employee’s

~~Table of Contents~~

compensation plus 50% of each employee’s contributions over 1% but not in excess of 6% of each employee’s compensation for a maximum contribution of 3.5% of a participating employee’s compensation. Participants can invest their account balances into several investment alternatives. The 401(k) Plan does not allow for investment in the Company’s common stock. Legacy Dime employees were allowed to rollover Company common stock shares in-kind held in the former Dime Community Bank KSOP Plan (“Dime KSOP Plan”) and hold in the 401(k) Plan. The 401(k) Plan held Company common stock within the accounts of participants totaling ~~$8.0~~$7.8 million at ~~June~~September 30, 2022. During the three and ~~six~~nine months ended ~~June~~September 30, 2022, total expense recognized as a component of salaries and employee benefits expense for the 401(k) Plan was ~~$530~~$509 thousand and ~~$1.3~~$1.8 million, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2021, total expense recognized as a component of salaries and employee benefits expense for the 401(k) Plan was ~~$609~~$534 thousand and ~~$1.3~~$1.8 million, respectively.

Dime KSOP Plan

The Dime Community Bank KSOP Plan (“Dime KSOP Plan”) was terminated by resolution of the Legacy Dime Board of Directors. The effective date of the Dime KSOP Plan termination was February 1, 2021, the date of the Merger. As such, all participants were required to transfer their assets out of the Dime KSOP Plan. ~~During the three and six months ended June 30, 2021, 0~~The total expense ~~was~~ recognized for the Dime KSOP ~~Plan.~~Plan during the three months ended March 31, 2021 was $338 thousand.

BMP and Outside Director Retirement Plan

The Holding Company and Bank maintained the BMP, which existed in order to compensate executive officers for any curtailments in benefits due to statutory limitations on benefit plans. Benefit accruals under the defined benefit portion of the BMP were suspended on April 1, 2000, when they were suspended under the Employee Retirement Plan.

Effective July 1, 1996, the Company established the Outside Director Retirement Plan to provide benefits to each eligible outside director commencing upon the earlier of termination of Board service or at age 75. The Outside Director Retirement Plan was frozen on March 31, 2005, and only outside directors serving prior to that date ~~are~~were eligible for benefits.

In connection with the Merger, the Outside Director Retirement Plan and the BMP were terminated resulting in lump sum payments to the participants in the amounts of $2.8 million for the Outside Director Retirement Plan and $6.2 million for the BMP. The total expense recognized as a curtailment loss during the three months ended March 31, 2021 was $1.5 million.

16.STOCK-BASED COMPENSATION

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

In May 2021, the Company’s shareholders approved the Dime Community Bancshares, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) to provide the Company with sufficient equity compensation to meet the objectives of appropriately incentivizing its officers, other employees, and directors to execute our strategic plan to build shareholder value, while providing appropriate shareholder protections. The Company no longer makes grants under the Legacy Stock Plans. Awards outstanding under the Legacy Stock Plans will continue to remain outstanding and subject to the terms and conditions of the Legacy Stock Plans. At ~~June~~September 30, 2022, there were ~~964,049~~963,107 shares reserved for issuance under the 2021 Equity Incentive Plan.

~~In anticipation of the Merger, Legacy Dime accelerated and vested all unvested and outstanding share-based awards such that there were 0 outstanding awards as of December 31, 2020.~~ In connection with the Merger, all outstanding stock options granted under Legacy Dime’s equity plans, were legally assumed by the combined company and adjusted so that its holder is entitled to receive a number of shares of Dime’s common stock equal to the product of (a) the number of shares of Legacy Dime common stock subject to such award multiplied by (b) the Exchange Ratio and (c) rounded, as applicable, to the nearest whole share, and otherwise subject to the same terms and conditions (including, without limitation, with respect to vesting conditions (taking into account any vesting that occurred at the Merger Date)).

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In connection with the Merger, all outstanding stock options and time-vesting restricted stock units of Bridge, which we refer to as the Bridge equity awards, which were outstanding immediately before the Merger Date continue to be awards in respect of Dime common stock following the Merger, subject to the same terms and conditions that were applicable to such awards before the Merger Date.

Stock Option Awards

The following table presents a summary of activity related to stock options granted under the Legacy Stock Plans, and changes during the period then ended:

Weighted-


Average

Aggregate

Weighted-

Remaining

Intrinsic

Number of

Average Exercise

Contractual

Value


Options

Price

Years

(In thousands)
Options outstanding at January 1, 2022

121,253

$
35.39

Options exercised

—

—

Options forfeited

—

—

Options outstanding at June 30, 2022

121,253

$
35.39

6.7

$
0
Options vested and exercisable at June 30, 2022

121,253

$
35.39

6.7

$
0


				Weighted-
				Average	Aggregate
		Weighted-		Remaining	Intrinsic
	Number of	Average Exercise		Contractual	Value
	Options	Price		Years	(In thousands)
Options outstanding at January 1, 2022	121,253	$	35.39
Options exercised	—		—
Options forfeited	(29,116)		35.39
Options outstanding at September 30, 2022	92,137	$	35.39	6.5	$	—
Options vested and exercisable at September 30, 2022	92,137	$	35.39	6.5	$	—

Information related to stock options during each period is as follows:

Three Months Ended

Six Months Ended

June 30,

June 30,
(In thousands)

2022

2021

2022

2021
Cash received for option exercise cost

$
—

$
24

$
—

$
396
Income tax (expense) benefit recognized on stock option exercises

—

—

—

—
Intrinsic value of options exercised

—

11

—

77


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands)	2022		2021		2022		2021
Cash received for option exercise cost	$	—	$	—	$	—	$	396
Income tax (expense) benefit recognized on stock option exercises		—		—		—		—
Intrinsic value of options exercised		—		—		—		77

The range of exercise prices and weighted-average remaining contractual lives of both outstanding and vested options (by option exercise cost) as of ~~June~~September 30, 2022 were as follows:

Outstanding Options
Vested Options

Weighted

Weighted

Average

Average

Contractual

Contractual

Years

Years


Amount

Remaining

Amount

Remaining
Exercise Prices:








$34.87

46,799

7.6

46,799

7.6
$35.35

42,475

6.6

42,475

6.6
$36.19

31,979

5.6

31,979

5.6
Total

121,253

6.7

121,253

6.7


	Outstanding Options		Vested Options
		Weighted		Weighted
		Average		Average
		Contractual		Contractual
		Years		Years
	Amount	Remaining	Amount	Remaining
Exercise Prices:
$34.87	35,671	7.4	35,671	7.4
$35.35	32,079	6.4	32,079	6.4
$36.19	24,387	5.4	24,387	5.4
Total	92,137	6.5	92,137	6.5

Restricted Stock Awards

The Company has made RSA grants to outside Directors and certain officers under the Legacy Stock Plans and the 2021 Equity Incentive Plan. Typically, awards to outside Directors fully vest on the first anniversary of the grant date, while awards to officers vest over a pre-determined requisite period. All awards were made at the fair value of the Company’s common stock on the grant date. Compensation expense on all RSAs is based upon the fair value of the shares on the respective dates of the grant.

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

Weighted-

Average

Number of

Grant-Date


Shares

Fair Value
Unvested allocated shares outstanding at January 1, 2022

446,923

$
26.45
Shares granted

106,221

33.94
Shares vested

(161,276)

26.14
Shares forfeited

(25,718)

26.75
Unvested allocated shares outstanding at June 30, 2022

366,150

$
28.73


		Weighted-
		Average
	Number of	Grant-Date
	Shares	Fair Value
Unvested allocated shares outstanding at January 1, 2022	446,923	$	26.45
Shares granted	110,363		33.84
Shares vested	(173,447)		26.67
Shares forfeited	(30,456)		27.52
Unvested allocated shares outstanding at September 30, 2022	353,383	$	28.55

Information related to RSAs during each period is as follows:

Three Months Ended

Six Months Ended

June 30,

June 30,
(Dollars in thousands)

2022

2021

2022

2021
Compensation expense recognized

$
764

$
1,514

$
1,788

$
2,350
Income tax benefit recognized on vesting of RSAs

34

86

188

86

Three Months Ended

Nine Months Ended

September 30,

(Dollars in thousands)

2022

2021

2022

2021

Compensation expense recognized

1,035

1,454

2,823

3,804

Income tax (expense) benefit recognized on vesting of RSAs

(10)

—

178

As of ~~June~~September 30, 2022, there was ~~$7.9~~$7.0 million of total unrecognized compensation cost related to unvested RSAs to be recognized over a weighted-average period of ~~2.4~~2.2 years.

Performance-Based Share Awards

The Company maintains a long-term incentive award program (“LTIP”) for certain officers, which meets the criteria for equity-based accounting. For each award, threshold (50% of target), target (100% of target) and stretch (150% of target) opportunities are eligible to be earned over a three-year performance period based on the Company’s relative performance on certain goals that were established at the onset of the performance period and cannot be altered subsequently. Shares of common stock are issued on the grant date and held as unvested stock awards until the end of the performance period. Shares are issued at the stretch opportunity in order to ensure that an adequate number of shares are allocated for shares expected to vest at the end of the performance period. Compensation expense on PSAs is based upon the fair value of the shares on the date of the grant for the expected aggregate share payout as of the period end.

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

Weighted-

Average

Number of

Grant-Date


Shares

Fair Value
Maximum aggregate share payout at January 1, 2022

38,948

$
31.40
Shares granted

60,755

29.63
Shares forfeited

(3,872)

29.63
Maximum aggregate share payout at June 30, 2022

95,831

$
30.35
Minimum aggregate share payout

0

0
Expected aggregate share payout

77,449

$
29.45


		Weighted-
		Average
	Number of	Grant-Date
	Shares	Fair Value
Maximum aggregate share payout at January 1, 2022	38,948	$	31.40
Shares granted	60,755		29.63
Shares forfeited	(3,872)		29.63
Maximum aggregate share payout at September 30, 2022	95,831	$	30.35
Minimum aggregate share payout	—		—
Expected aggregate share payout	77,449	$	29.45

Information related to PSAs during each period is as follows:

Three Months Ended

Six Months Ended

June 30,

June 30,
(In thousands)

2022

2021

2022

2021
Compensation expense recognized

$
182

$
—

$
377

$
—

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

2022

2021

2022

2021

Compensation expense recognized

193

570

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As of ~~June~~September 30, 2022, there was ~~$1.7~~$1.6 million of total unrecognized compensation cost related to unvested PSAs based on the expected aggregate share payout to be recognized over a weighted-average period of ~~2.3~~2.1 years. ~~NaN~~None of the Company’s PSAs vested during the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

17.INCOME TAXES

During the three months ended ~~June~~September 30, 2022 and 2021, the Company’s consolidated effective tax rates were ~~28.4%~~28.1% and ~~28.9%~~27.5%, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company’s consolidated effective tax rates were ~~28.3%~~28.2% and ~~31.3%~~29.2%, respectively. There were 0no significant unusual income tax items during the ~~six~~nine months ended ~~June~~September 30, 2022 or 2021.

18.MERGER RELATED EXPENSES

Merger-related expenses were recorded in the consolidated statements of income as a component of non-interest expense and include costs relating to the Merger, as described in Note 2. Merger. These charges represent one-time costs associated with merger activities and do not represent ongoing costs of the fully integrated combined organization. Accounting guidance requires that merger-related transactional and restructuring costs incurred by the Company be charged to expense as incurred. There were 0no costs associated with merger expenses and transaction costs for the three and ~~six~~nine months ended ~~June~~September 30, 2022. Costs associated with employee severance and other merger-related compensation expense incurred in connection with the Merger totaled ~~$1.8~~$1.1 million and ~~$13.9~~$15.0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, respectively, and were recorded in merger expenses and transaction costs expense in the consolidated statements of income. Transaction costs (inclusive of costs to terminate leases) in connection with the Merger totaled ~~$37 thousand~~$1.4 million and ~~$25.9~~$27.3 million, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2021, and were recorded in merger expenses and transaction costs in the consolidated statements of income.

19. BRANCH RESTRUCTURING

On June 29, 2021, the Company announced that the Bank planned to combine 5five branch locations into other existing branches. The combinations took place in October 2021. Costs associated with early lease terminations and accelerated depreciation of fixed assets totaled ~~$1.7~~$4.5 million and $6.2 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021, and were recorded in branch restructuring in the consolidated statements of income. There were 0no branch restructuring costs for the three or ~~six~~nine months ended ~~June~~September 30, 2022.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Dime Community Bancshares, Inc., a New York corporation previously known as “Bridge Bancorp, Inc.,” is a bank holding company formed in 1988. On a parent-only basis, the Holding Company has minimal operations, other than as owner of Dime Community Bank. The Holding Company is dependent on dividends from its wholly-owned subsidiary, Dime Community Bank, its own earnings, additional capital raised, and borrowings as sources of funds. The information in this report reflects principally the financial condition and results of operations of the Bank. The Bank's results of operations are primarily dependent on its net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowings. The Bank also generates non-interest income, such as fee income on deposit and loan accounts, merchant credit and debit card processing programs, loan swap fees, investment services, income from its title insurance subsidiary, and net gains on sales of securities and loans. The level of non-interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and administrative expenses, expenses from the Bank’s title insurance subsidiary, and income tax expense, further affects our net income. Certain reclassifications have been made to prior year amounts and the related discussion and analysis to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders' equity.

Completion of Merger of Equals

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

COVID-19 Pandemic Response

Following the March 2020 passage of the Paycheck Protection Program (“PPP”), administered by the SBA, the Company participated in assisting its customers with applications for resources through the program. Since the inception of the program, the consolidated PPP originations for the Company through December 31, 2021, including originations by both Legacy Dime and Bridge, exceeded $1.90 billion. The Company’s ability to respond quickly to the SBA guidelines allowed the Company to be a source of funding for local businesses during the COVID-19 pandemic. The Company’s SBA PPP loans generally have a two-year or five-year term and earn interest at 1%. Following the completion of the PPP, the Company sold its 2021 PPP loan originations in order to re-deploy funds into ongoing loan portfolio growth. The Company believes that the remainder of its SBA PPP loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of ~~June~~September 30, 2022, the Company had SBA PPP loans totaling ~~$18.9~~$11.4 million, net of deferred fees. It is the Company’s expectation that loans funded through the PPP are fully guaranteed by the U.S. government.

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

It is possible that there will be continued material, adverse impacts to significant estimates, asset valuations, and business operations, including intangible assets, investments, loans, deferred tax assets, and derivative counter party risk, changes in consumer behavior, and supply chain interruptions as a result of the COVID-19 pandemic. Future government actions in response to the COVID-19 pandemic, including vaccination mandates, may also affect our workforce, human capital resources, and infrastructure.

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Selected Financial Highlights and Other Data

(Dollars in Thousands Except Per Share Amounts)


	At or For the						At or For the						At or For the						At or For the
	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2022			2021			2022			2021			2022			2021			2022			2021
Per Share Data:
Reported EPS (Diluted)	$	0.94		$	1.19		$	1.76		$	0.70		$	0.98		$	0.89		$	2.74		$	1.62
Cash dividends paid per common share		0.24			0.24			0.48			0.48			0.24			0.24			0.72			0.72
Book value per common share		26.41			26.43			26.41			26.43			26.55			26.64			26.55			26.64
Dividend payout ratio		25.53	%		20.17	%		27.27	%		68.57	%		24.49	%		26.97	%		26.28	%		44.44	%
Performance and Other Selected Ratios:
Return on average assets		1.27	%		1.61	%		1.20	%		0.45	%		1.26	%		1.22	%		1.22	%		0.76	%
Return on average equity		13.44			17.22			12.47			4.79			13.56			12.69			12.83			8.00
Net interest spread		3.12			2.99			3.09			2.98			3.09			3.08			3.09			3.01
Net interest margin		3.29			3.12			3.24			3.13			3.38			3.20			3.29			3.15
Average interest-earning assets to average interest-bearing liabilities		166.61			154.90			166.19			149.85			162.03			159.01			164.73			152.93
Non-interest expense to average assets		1.71			1.72			1.67			2.35			1.54			1.80			1.63			2.16
Efficiency ratio		49.1			44.7			50.4			71.2			44.0			54.3			48.1			65.3
Loan-to-deposit ratio at end of period		91.4			86.3			91.4			86.3			96.5			87.0			96.5			87.0
Effective tax rate		28.41			28.94			28.25			31.32			28.10			27.50			28.20			29.24
Asset Quality Summary:
Non-performing loans ⁽¹⁾	$	36,301		$	28,286		$	36,301		$	28,286		$	41,081		$	34,020		$	41,081		$	34,020
Non-performing assets		36,301			28,286			36,301			28,286			41,081			34,020			41,081			34,020
Net charge-offs		555			917			3,139			5,192			3,931			4,191			7,070			9,383
Non-performing assets/Total assets		0.29	%		0.22	%		0.29	%		0.22	%		0.32	%		0.28	%		0.32	%		0.28	%
Non-performing loans/Total loans		0.38			0.30			0.38			0.30			0.41			0.37			0.41			0.37
Allowance for credit losses/Total loans		0.82			0.97			0.82			0.97			0.81			0.88			0.81			0.88
Allowance for credit losses/Non-performing loans		218.80			327.94			218.80			327.94			199.45			238.84			199.45			238.84

(1)	Non-performing loans are defined as all loans on non-accrual status.

Critical Accounting Estimates

Note 1. Summary of Significant Accounting Policies, to the Company’s Audited Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2021 contains a summary of significant accounting policies. These accounting policies may require various levels of subjectivity, estimates or judgment by management. Policies with respect to the methodologies it uses to determine the allowance for credit losses on loans held for investment and fair value of loans acquired in a business combinations are critical accounting policies because they are important to the presentation of the Company’s consolidated financial condition and results of operations. These critical accounting estimates involve a significant degree of complexity and require management to make difficult and subjective judgments which often necessitate assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions or estimates could result in material variations in the Company’s consolidated results of operations or financial condition.

Management has reviewed the following critical accounting estimates and related disclosures with its Audit Committee.

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Allowance for Credit Losses on Loans Held for Investment

Methods and Assumptions Underlying the Estimate

On January 1, 2021, we adopted the CECL Standard, which requires that loans held for investment be accounted for under the current expected credit losses model. The allowance for credit losses is established and maintained through a provision for credit losses based on expected losses inherent in our loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis, and additions to the allowance are charged to expense and realized losses, net of recoveries, are charged against the allowance.

Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In determining the allowance for credit losses for loans that share similar risk characteristics, the Company utilizes a model which compares the amortized cost basis of the loan to the net present value of expected cash flows to be collected. Expected credit losses are determined by aggregating the individual cash flows and calculating a loss percentage by loan segment, or pool, for loans that share similar risk characteristics. For a loan that does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. Within the model, assumptions are made in the determination of probability of default, loss given default, reasonable and supportable economic forecasts, prepayment rate, curtailment rate, and recovery lag periods. Management assesses the sensitivity of key assumptions at least annually by stressing the assumptions to understand the impact on the model.

Statistical regression is utilized to relate historical macro-economic variables to historical credit loss experience of the peer group. These models are then utilized to forecast future expected loan losses based on expected future behavior of the same macro-economic variables. Adjustments to the quantitative results are adjusted using qualitative factors. These factors include: (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets; (3) the nature and volume of the loan portfolio; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due loans; (6) the quality of our loan review system; (7) the value of underlying collateral for collateralized loans; (8) the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and (9) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.

For loans that do not share risk characteristics, the Company evaluated the loan on an individual basis based on various factors. Factors that may be considered are borrower delinquency trends and non-accrual status, probability of foreclosure or note sale, changes in the borrower’s circumstances or cash collections, borrower’s industry, or other facts and circumstances of the loan or collateral. The expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For collateral dependent loans, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral, less estimated costs to sell.

Uncertainties Regarding the Estimate

Estimating the timing and amounts of future losses is subject to significant management judgment as these projected cash flows rely upon the estimates discussed above and factors that are reflective of current or future expected conditions. These estimates depend on the duration of current overall economic conditions, industry, borrower, or portfolio specific conditions. Volatility in certain credit metrics and differences between expected and actual outcomes are to be expected.

Customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. Bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs.

Impact on Financial Condition and Results of Operations

If our assumptions prove to be incorrect, the allowance for credit losses may not be sufficient to cover expected losses in the loan portfolio, resulting in additions to the allowance. Future additions or reductions to the allowance may be necessary

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based on changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance through charges to earnings and would materially decrease our net income.

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

In addition, various regulatory agencies, as an integral part of the examination process, periodically review the allowance for credit losses. Such agencies may require the Bank to recognize adjustments to the allowance based on their judgments of the information available to them at the time of their examination.

Fair value of loans acquired in a business combination

Methods and Assumptions Underlying the Estimate

On February 1, 2021, Legacy Dime merged with and into Bridge in a merger of equals business combination accounted for as a reverse merger using the acquisition method of accounting (see Note 2. Merger). As a result of the Merger, the Company recorded $100.2 million of goodwill, based on the fair value of acquired assets and liabilities of Bridge. The fair value often involved third-party estimates utilizing input assumptions by management which may be complex or uncertain. The fair value of acquired loans is based on a discounted cash flow methodology that considers factors such as type of loan and related collateral, and requires management’s judgment on estimates about discount rates, expected future cash flows, market conditions and other future events.

For purchased financial loans with credit deterioration (“PCD”), an estimate of expected credit losses was made for loans with similar risk characteristics and was added to the purchase price to establish the initial amortized cost basis of the PCD loans. Any difference between the unpaid principal balance and the amortized cost basis is considered to relate to non-credit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. For acquired loans not deemed PCD at acquisition, the differences between the initial fair value and the unpaid principal balance are recognized as interest income on a level-yield basis over the lives of the related loans.

Uncertainties Regarding the Estimate

Management relied on economic forecasts, internal valuations, or other relevant factors which were available at the time of the Merger in the determination of the assumptions used to calculate the fair value of the acquired loans. The estimates about discount rates, expected future cash flows, market conditions and other future events are subjective and may differ from estimates.

Impact on Financial Condition and Results of Operations

The estimate of fair values on acquired loans contributed to the recorded goodwill from the Merger. In future income statement periods, interest income on loans will include the amortization and accretion of any premiums and discounts resulting from the fair value of acquired loans. Additionally, the provision for credit losses on acquired individually analyzed PCD loans may be impacted due to changes in the assumptions used to ~~calculated~~calculate expected cash flows.

Liquidity and Capital Resources

The Board of Directors of the Bank has approved a liquidity policy that it reviews and updates at least annually. Senior management is responsible for implementing the policy. The Bank’s Asset Liability Committee (“ALCO”) is responsible for general oversight and strategic implementation of the policy and management of the appropriate departments are designated responsibility for implementing any strategies established by ALCO. On a daily basis, appropriate senior management receives a current cash position report and one-week forecast to ensure that all short-term obligations are timely satisfied and that adequate liquidity exists to fund future activities. Reports detailing the Bank’s liquidity reserves are presented to appropriate senior management on a monthly basis, and the Board of Directors at each of its meetings. In

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addition, a twelve-month liquidity forecast is presented to ALCO in order to assess potential future liquidity concerns. A forecast of cash flow data for the upcoming 12 months is presented to the Board of Directors on an annual basis.

Liquidity is primarily needed to meet customer borrowing commitments and deposit withdrawals, either on demand or on contractual maturity, to repay borrowings as they mature, to fund current and planned expenditures and to make new loans and investments as opportunities arise. The Bank’s primary sources of funding for its lending and investment activities include deposits, loan and MBS payments, investment security principal and interest payments and advances from the FHLBNY. The Bank may also sell or securitize selected multifamily residential, mixed-use or one-to-four family residential real estate loans to private sector secondary market purchasers, and has in the past sold such loans to FNMA and FHLMC. The Company may additionally issue debt or equity under appropriate circumstances. Although maturities and scheduled amortization of loans and investments are predictable sources of funds, deposit flows and prepayments on real estate loans and MBS are influenced by interest rates, economic conditions and competition.

The Bank is a member of AFX, through which it may either borrow or lend funds on an overnight or short-term basis with other member institutions. The availability of funds changes daily.

The Bank utilizes repurchase agreements as part of its borrowing policy to add liquidity. Repurchase agreements represent funds received from customers, generally on an overnight basis, which are collateralized by investment securities. As of ~~June~~September 30, 2022 and December 31, 2021, the Bank’s repurchase agreements totaling ~~$2.2~~$2.1 million and $1.9 million, respectively, were included in other short-term borrowings on the consolidated balance sheets.

The Bank gathers deposits in direct competition with commercial banks, savings banks and brokerage firms, many among the largest in the nation. It must additionally compete for deposit monies against the stock and bond markets, especially during periods of strong performance in those arenas. The Bank’s deposit flows are affected primarily by the pricing and marketing of its deposit products compared to its competitors, as well as the market performance of depositor investment alternatives such as the U.S. bond or equity markets. To the extent that the Bank is responsive to general market increases or declines in interest rates, its deposit flows should not be materially impacted. However, favorable performance of the equity or bond markets could adversely impact the Bank’s deposit flows.

Total deposits increased ~~$107.0~~$29.7 million during the ~~six~~nine months ended ~~June~~September 30, 2022 compared to an increase of ~~$6.54~~$6.15 billion for the ~~six~~nine months ended ~~June~~September 30, 2021. The increase in total deposits during the 2021 period was primarily due to the acquisition of deposits in the Merger. Within deposits, core deposits (i.e., non-CDs) ~~increased $957 thousand~~decreased $47.8 million during the ~~six~~nine months ended ~~June~~September 30, 2022 and increased ~~$6.56~~$6.46 billion during the ~~six~~nine months ended ~~June~~September 30, 2021. CDs increased ~~$106.1~~$77.5 million during the ~~six~~nine months ended ~~June~~September 30, 2022 compared to a decrease of ~~$21.7~~$306.4 million during the ~~six~~nine months ended ~~June~~September 30, 2021. The increase in CDs during the current period was primarily due ~~an $87.7~~to a $132.6 million increase in brokered CDs. In the event that the Bank should require funds beyond its ability or desire to generate them internally, an additional source of funds is available through its borrowing line at the FHLBNY or borrowing capacity through AFX and lines of credit with unaffiliated correspondent banks. At ~~June~~September 30, 2022, the Bank had an additional unused borrowing capacity of ~~$2.76~~$2.48 billion through the FHLBNY, subject to customary minimum FHLBNY common stock ownership requirements (i.e., 4.5% of the Bank’s outstanding FHLBNY borrowings).

The Bank increased its outstanding FHLBNY advances by ~~$75.0~~$595.0 million during the ~~six~~nine months ended ~~June~~September 30, 2022, compared to a $1.18 billion decrease during the ~~six~~nine months ended ~~June~~September 30, 2021. The decrease in borrowings during the 2021 period was primarily due to a reduction of borrowings assumed in the Merger. See Note 13. “FHLBNY Advances” for further information.

During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, real estate loan originations totaled ~~$1.34~~$2.13 billion and ~~$762.0 million,~~$1.24 billion, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, C&I loan originations totaled ~~$49.9~~$66.2 million and ~~$641.1~~$631.3 million, respectively. ~~The decrease~~Included in ~~C&I loan originations during~~ the ~~2022~~2021 period was ~~primarily due to~~ PPP loan originations of ~~$609.7 million during the six months ended June 30, 2021.~~$579.9 million. The PPP program ended on May 31, 2021.

The Bank did not have proceeds from sales of securities available-for-sale during the ~~six~~nine months ended ~~June~~September 30, 2022. Proceeds from sales of available-for-sale securities totaled ~~$137.6~~$138.1 million during the ~~six~~nine months ended ~~June~~September 30, 2021. Purchases of available-for-sale securities totaled ~~$6.2~~$29.7 million and ~~$508.3 million~~$1.03 billion during the ~~six~~nine months ended ~~June 30,~~

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September 30, 2022 and 2021, respectively. Proceeds from pay downs and calls and maturities of available-for-sale securities were ~~$112.2~~$140.0 million and ~~$290.4~~$350.6 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

The Bank did not have proceeds from sales of held-to-maturity securities during the ~~six~~nine months ended ~~June~~September 30, 2022. Purchases of held-to-maturity securities totaled ~~$41.6~~$63.2 million during the ~~six~~nine months ended ~~June~~September 30, 2022. Proceeds from pay downs and calls and maturities of held-to-maturity securities were ~~$14.1~~$25.3 million for the ~~six~~nine months ended ~~June~~September 30, 2022. The Bank did not have securities held-to-maturity during the ~~six~~nine months ended ~~June~~September 30, 2021.

The Company and the Bank are subject to minimum regulatory capital requirements imposed by its primary federal regulator. As a general matter, these capital requirements are based on the amount and composition of an institution’s assets. At ~~June~~September 30, 2022, each of the Company and the Bank were in compliance with all applicable regulatory capital requirements and the Bank was considered "well capitalized" for all regulatory purposes.

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


	Actual Ratios at June 30, 2022											Actual Ratios at September 30, 2022
							Basel III											Basel III
				Consolidated			Minimum			To Be Categorized as					Consolidated			Minimum			To Be Categorized as
	Bank			Company			Requirement			“Well Capitalized” ⁽¹⁾		Bank			Company			Requirement			“Well Capitalized” ⁽¹⁾
Tier 1 common equity ratio		12.4	%		9.3	%		4.5	%	6.5	%		12.0	%		9.1	%		4.5	%	6.5	%
Tier 1 risk-based capital ratio		12.4			10.4			6.0		8.0			12.0			10.3			6.0		8.0
Total risk-based capital ratio		13.2			13.3			8.0		10.0			12.8			13.0			8.0		10.0
Tier 1 leverage ratio		10.3			8.7			4.0		5.0			10.1			8.6			4.0		5.0

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

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Holding Company repurchased ~~1,222,649~~1,422,995 shares of its common stock at an aggregate cost of ~~$40.3~~$46.5 million. The Holding Company repurchased ~~424,121~~904,160 shares of its common stock at an aggregate cost of ~~$14.6~~$30.0 million during the ~~six~~nine months ended ~~June~~September 30, 2021. As of ~~June~~September 30, 2022, ~~up to 1,812,352~~1,612,006 shares remained available for purchase under the authorized share repurchase programs. See "Part II - Item 2. Other Information - Unregistered Sales of Equity Securities and Use of Proceeds" for additional information about repurchases of common stock.

The Holding Company paid ~~$3.6~~$5.5 million in cash dividends on its preferred stock during both the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

The Holding Company paid ~~$18.7~~$27.7 million and ~~$15.1~~$29.6 million in cash dividends on its common stock during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

Contractual Obligations

The Bank generally has outstanding at any time borrowings in the form of FHLBNY advances, short-term or overnight borrowings, subordinated debt, as well as customer CDs with fixed contractual interest rates. In addition, the Bank is obligated to make rental payments under leases on certain of its branches and equipment.

Off-Balance Sheet Arrangements

As part of its loan origination business, the Bank generally has outstanding commitments to extend credit to borrowers, which are originated pursuant to its regular underwriting standards. Available lines of credit may not be drawn on or may expire prior to funding, in whole or in part, and amounts are not estimates of future cash flows. As of ~~June~~September 30, 2022, the Bank had ~~$382.0~~$286.8 million of firm loan commitments that were accepted by the borrowers. All of these commitments are expected to close during the remainder of the year ended December 31, 2022.

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Additionally, in connection with ~~the Loan Securitization,~~a loan securitization completed in December 2017, the Bank executed a reimbursement agreement with FHLMC that obligates the Company to reimburse FHLMC for any contractual principal and interest payments on defaulted loans, not to exceed 10% of the original principal amount of the loans comprising the aggregate balance of the loan pool at securitization. The maximum exposure under this reimbursement obligation is $28.0 million. The Bank has pledged ~~$28.1~~$28.5 million of available-for-sale pass-through MBS issued by GSEs as collateral.

Asset Quality

General

We do not originate or purchase loans, either whole loans or loans underlying mortgage-backed securities (“MBS”), which would have been considered subprime loans at origination, i.e., real estate loans advanced to borrowers who did not qualify for market interest rates because of problems with their income or credit history. See Note 7 to our unaudited condensed consolidated financial statements for a discussion of evaluation for impaired securities.

Monitoring and Collection of Delinquent Loans

Our management reviews delinquent loans on a monthly basis and reports to our Board of Directors at each regularly scheduled Board meeting regarding the status of all non-performing and otherwise delinquent loans in our loan portfolio.

Our loan servicing policies and procedures require that an automated late notice be sent to a delinquent borrower as soon as possible after a payment is ten days late in the case of multifamily residential, commercial real estate loans, and C&I loans, or fifteen days late in connection with one-to-four family or consumer loans. Thereafter, periodic letters are mailed and phone calls placed to the borrower until payment is received. When contact is made with the borrower at any time prior to foreclosure, we will attempt to obtain the full payment due or negotiate a repayment schedule with the borrower to avoid foreclosure.

Accrual of interest is generally discontinued on a loan that meets any of the following three criteria: (i) full payment of principal or interest is not expected; (ii) principal or interest has been in default for a period of 90 days or more (unless the loan is both deemed to be well secured and in the process of collection); or (iii) an election has otherwise been made to maintain the loan on a cash basis due to deterioration in the financial condition of the borrower. Such non-accrual determination practices are applied consistently to all loans regardless of their internal classification or designation. Upon entering non-accrual status, we reverse all outstanding accrued interest receivable.

We generally initiate foreclosure proceedings on real estate loans when a loan enters non-accrual status based upon non-payment, unless the borrower is paying in accordance with an agreed upon modified payment agreement. We obtain an updated appraisal upon the commencement of legal action to calculate a potential collateral shortfall and to reserve appropriately for the potential loss. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure action is completed, the property securing the loan is transferred to Other Real Estate Owned (“OREO”) status. We generally attempt to utilize all available remedies, such as note sales in lieu of foreclosure, in an effort to resolve non-accrual loans and OREO properties as quickly and prudently as possible in consideration of market conditions, the physical condition of the property and any other mitigating circumstances. We have not initiated any expected or imminent foreclosure proceedings that are likely to have a material adverse impact on our consolidated financial statements. In the event that a non-accrual loan is subsequently brought current, it is returned to accrual status once the doubt concerning collectability has been removed and the borrower has demonstrated performance in accordance with the loan terms and conditions for a period of generally at least six months.

The C&I portfolio is actively managed by our lenders and underwriters. Most credit facilities typically require an annual review of the exposure and borrowers are required to submit annual financial reporting and loans are structured with financial covenants to indicate expected performance levels. Smaller C&I loans are monitored based on performance and the ability to draw against a credit line is curtailed if there are any indications of credit deterioration. Guarantors are also required to update their financial reporting. All exposures are risk rated and those entering adverse ratings due to financial performance concerns of the borrower or material delinquency of any payments or financial reporting are subjected to added management scrutiny. Measures taken typically include amendments to the amount of the available credit facility,

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requirements for increased collateral, additional guarantor support or a material enhancement to the frequency and quality of financial reporting. Loans determined to reach adverse risk rating standards are monitored closely by Credit Administration to identify any potential credit losses. When warranted, loans reaching a Substandard rating could be reassigned to the Workout Group for direct handling.

Non-accrual Loans

Within our held-for-investment loan portfolio, non-accrual loans totaled ~~$36.3~~$41.1 million at ~~June~~September 30, 2022 and $40.3 million at December 31, 2021.

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


	June 30,			December 31,			June 30,			September 30,			December 31,			September 30,
	2022			2021			2021			2022			2021			2021

	(Dollars in thousands)									(Dollars in thousands)
Non-accrual loans:
One-to-four family residential, including condominium and cooperative apartment	$	3,128		$	7,623		$	4,933		$	3,219		$	7,623		$	4,938
Multifamily residential and residential mixed-use real estate		—			—			—			—			—			859
CRE		5,020			5,053			9,152			7,673			5,053			4,122
Acquisition, development, and construction		657			—			—			657			—			—
C&I		27,365			27,266			14,109			29,532			27,266			23,727
Other		131			365			92			—			365			374
Total non-accrual loans	$	36,301		$	40,307		$	28,286		$	41,081		$	40,307		$	34,020
Ratios:
Total non-accrual loans to total loans		0.38	%		0.44	%		0.30	%		0.41	%		0.44	%		0.37	%
Total non-performing assets to total assets		0.29			0.33			0.22			0.32			0.33			0.28

TDRs

We are required to recognize loans for which certain modifications or concessions have been made as TDRs. A TDR has been created in the event that, for economic or legal reasons, any of the following concessions has been granted that would not have otherwise been considered to a debtor experiencing financial difficulties. The following criteria are considered concessions:

●

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

●

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

●

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

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

The Bank modified ~~six~~nine loans and ~~two~~three loans in a manner that met the criteria for a TDR ~~by granting payment deferrals to borrowers experiencing financial difficulties~~ during the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

Accrual status for TDRs is determined separately for each TDR in accordance with our policies for determining accrual or non-accrual status. At the time an agreement is entered into between the Bank and the borrower that results in our determination that a TDR has been created, the loan can be on either accrual or non-accrual status. If a loan is on non-accrual status at the time it is restructured, it continues to be classified as non-accrual until the borrower has demonstrated compliance with the modified loan terms for a period of at least six months. Conversely, if at the time of restructuring the loan is performing (and accruing) it will remain accruing throughout its restructured period, unless the loan subsequently meets any of the criteria for non-accrual status under our policy and agency regulations. Within the allowance for credit losses, losses are estimated for TDRs on accrual status and well as TDRs on non-accrual status that are one-to-four family

~~Table of Contents~~

loans or consumer loans, on a pooled basis with loans that share similar risk characteristics. TDRs on non-accrual status

Table of Contents

excluding one-to-four family and consumer loans are individually evaluated to determine expected credit losses. For collateral-dependent TDRs where we have determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and we expect repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses (“ACL”) is measured based on the difference between the fair value of collateral, less the estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. For non-collateral-dependent loans, the ACL is measured based on the difference between the present value of expected cash flows and the amortized cost basis of the loan as of the measurement date.

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

OREO

Property acquired by the Bank, or a subsidiary, as a result of foreclosure on a mortgage loan or a deed in lieu of foreclosure is classified as OREO. Upon entering OREO status, we obtain a current appraisal on the property and reassesses the likely realizable value (a/k/a fair value) of the property quarterly thereafter. OREO is carried at the lower of the fair value or book balance, with any write downs recognized through a provision recorded in non-interest expense. Only the appraised value, or either a contractual or formal marketed value that falls below the appraised value, is used when determining the likely realizable value of OREO at each reporting period. We typically seek to dispose of OREO properties in a timely manner. As a result, OREO properties have generally not warranted subsequent independent appraisals.

There was no carrying value of OREO properties on our consolidated balance sheets at ~~June~~September 30, 2022 or December 31, 2021. We did not recognize any provisions for losses on OREO properties during the ~~six~~nine months ended ~~June~~September 30, 2022 or 2021.

Past Due Loans

Loans Delinquent 30 to 59 Days

At ~~June~~September 30, 2022, we had loans totaling ~~$35.9~~$19.5 million that were past due between 30 and 59 days. At December 31, 2021, we had loans totaling $61.2 million that were past due between 30 and 59 days. The 30 to 59-day delinquency levels fluctuate monthly, and are generally considered a less accurate indicator of near-term credit quality trends than non-accrual loans.

Loans Delinquent 60 to 89 Days

At ~~June~~September 30, 2022, we had loans totaling ~~$1.4~~$9.6 million that were past due between 60 and 89 days. At December 31, 2021, we had loans totaling $12.1 million that were past due between 60 and 89 days. The 60 to 89-day delinquency levels fluctuate monthly, and are generally considered a less accurate indicator of near-term credit quality trends than non-accrual loans.

Accruing Loans 90 Days or More Past Due

We continued accruing interest on ~~three~~four loans with an aggregate outstanding balance of ~~$365 thousand~~$2.8 million at ~~June~~September 30, 2022, and nine loans with an aggregate outstanding balance of $3.0 million at December 31, 2021, all of which were 90 days or more past due. These loans were either well secured, awaiting a forbearance extension or formal payment deferral, or will likely be forgiven through the PPP or repurchased by the SBA, and, therefore, remained on accrual status and were deemed performing assets at the dates indicated above.

Allowance for Off-Balance Sheet Exposures

We maintain an allowance, recorded in other liabilities, associated with unfunded loan commitments accepted by the borrower. The amount of our allowance was ~~$4.1~~$4.3 million at ~~June~~September 30, 2022 and $4.4 million at December 31, 2021. This

~~Table of Contents~~

allowance is determined based upon the outstanding volume of loan commitments at each period end. Any increases or reductions in this allowance are recognized in provision for credit losses.

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Allowance for Credit Losses

On January 1, 2021, the Company adopted ASU No. 2016-13 "Financial Instruments – Credit Losses (Topic 326)". ASU 2016-13 was effective for the Company as of January 1, 2020. Under Section 4014 of the CARES Act, financial institutions required to adopt ASU 2016-13 as of January 1, 2020 were provided an option to delay the adoption of the CECL framework. The Company elected to defer adoption of CECL until January 1, 2021. This standard requires that the measurement of all expected credit losses for financial assets held at the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts. This standard requires financial institutions and other organizations to use forward-looking information to better inform their credit loss estimates.

The adoption of the CECL Standard resulted in an initial decrease of $3.9 million to the allowance for credit losses and an increase of $1.4 million to the reserve for unfunded commitments. The after-tax cumulative-effect adjustment of $1.7 million was recorded as an increase to retained earnings as of January 1, 2021.

We recognized a credit loss ~~recovery~~provision of ~~$1.5~~$5.0 million during the ~~six~~nine months ended ~~June~~September 30, 2022, compared to a provision of ~~$11.5~~$6.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~$1.5~~$5.0 million credit loss ~~recovery~~provision for the ~~six~~nine months ended ~~June~~September 30, 2022 was primarily due to changes to the forecasted macroeconomic conditions and loan growth, offset by releases of reserves on acquired PCD individually analyzed loans. The change in provision for the ~~six~~nine months ended ~~June~~September 30, 2021 was primarily associated with the provision for credit losses recorded on acquired non-PCD loans which totaled $20.3 million for the Day 2 accounting of acquired loans from the Merger. We recognized a credit loss recovery of ~~$12.2~~$14.0 million on the remainder of the portfolio for the ~~six~~nine months ended ~~June~~September 30, 2021, primarily as a result of improvement in forecasted macroeconomic conditions, as well as releases of reserves on acquired PCD individually analyzed loans.

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

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

June 30, 2022

December 31, 2021

September 30, 2022

December 31, 2021

Percent

of Loans

in Each

																	��
	Six Months Ended June 30, 2021
										Accumulated
										Other
										Comprehensive				Common
	Number of					Additional				(Loss) Income,		Unearned		Stock		Treasury		Total
	Shares of	Preferred		Common		Paid-in		Retained		Net of Deferred		Equity		Held by		Stock,		Stockholders’
	Common Stock	Stock		Stock		Capital		Earnings		Taxes		Awards		BMP		at cost		Equity
Beginning balance as of January 1, 2021	21,232,984	$	116,569	$	348	$	278,295	$	600,641	$	(5,924)	$	—	$	(1,496)	$	(287,337)	$	701,096
Cumulative change in accounting principle (Note 1)	—		—		—		—		1,686		—		—		—		—		1,686
Adjusted beginning balance on January 1, 2021	21,232,984		116,569		348		278,295		602,327		(5,924)		—		(1,496)		(287,337)		702,782
Net loss	—		—		—		—		(21,034)		—		—		—		—		(21,034)
Other comprehensive income, net of tax	—		—		—		—		—		6,455		—		—		—		6,455
Reverse merger with Bridge Bancorp Inc.	19,992,284		—		65		206,641		—		—		(2,603)		—		287,107		491,210
Exercise of stock options	15,928		—		—		292		—		—		—		—		80		372
Release of shares, net of forfeitures	335,959		—		3		8,562		—		—		(8,340)		—		(33)		192
Stock-based compensation	—		—		—		—		—		—		836		—		—		836
Shares received to satisfy distribution of retirement benefits	(41,101)		—		—		(1,359)		—		—		—		1,496		(1,130)		(993)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,821)		—		—		—		—		(1,821)
Cash dividends declared to common stockholders	—		—		—		—		(5,175)		—		—		—		—		(5,175)
Ending balance as of March 31, 2021	41,536,054		116,569		416		492,431		574,297		531		(10,107)		—		(1,313)		1,172,824

Net income	—		—		—		—		51,278		—		—		—		—		51,278
Other comprehensive income, net of tax	—		—		—		—		—		4,045		—		—		—		4,045
Exercise of stock options	1,174		—		—		(7)		—		—		—		—		31		24
Release of shares, net of forfeitures	49,803		—		—		424		—		—		64		—		(141)		347
Stock-based compensation	—		—		—		—		—		—		1,514		—		—		1,514
Shares received related to tax withholding	(3,342)		—		—		—		—		—		—		—		(147)		(147)
Cash dividends declared to preferred stockholders	—		—		—		—		(1,822)		—		—		—		—		(1,822)
Cash dividends declared to common stockholders, net	—		—		—		—		(9,962)		—		—		—		—		(9,962)
Purchase of treasury stock	(424,121)		—		—		—		—		—		—		—		(13,825)		(13,825)
Ending balance as of June 30, 2021	41,159,568	$	116,569	$	416	$	492,848	$	613,791	$	4,576	$	(8,529)	$	—	$	(15,395)	$	1,204,276


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)		2022			2021			2022			2021
FHLBNY advances extinguished	$	-		$	78,900		$	-		$	209,000
Weighted average rate		-	%		0.33	%		-	%		1.31	%
Loss on extinguishment of debt	$	-		$	157		$	-		$	1,751


	Three Months Ended June 30, 2022						Three Months Ended September 30, 2022
	Compared to Three Months Ended June 30, 2021						Compared to Three Months Ended September 30, 2021
	Increase / (Decrease) Due to:						Increase / (Decrease) Due to:
	Volume		Rate		Total		Volume		Rate		Total

	(Dollars in thousands)						(Dollars in thousands)
Interest-earning assets:
Real estate loans ⁽¹⁾	$	3,664	$	2,707	$	6,371	$	6,797	$	6,692	$	13,489
Commercial and industrial ⁽¹⁾		(16,160)		8,858		(7,302)		(4,191)		3,242		(949)
Other loans ⁽¹⁾		(182)		(73)		(255)		(187)		(92)		(279)
Securities		2,352		(412)		1,940		893		451		1,344
Other short-term investments		(466)		221		(245)		(1,366)		1,630		264
Total interest-earning assets	$	(10,792)	$	11,301	$	509	$	1,946	$	11,923	$	13,869
Interest-bearing liabilities:
Interest-bearing checking	$	(102)	$	205	$	103	$	(70)	$	652	$	582
Money market		(260)		(441)		(701)		(510)		1,089		579
Savings		109		538		647		931		3,850		4,781
Certificates of deposit		(817)		(304)		(1,121)		(438)		1,085		647
FHLBNY advances		(38)		78		40		214		157		371
Subordinated debt, net		883		215		1,098		49		298		347
Other short-term borrowings		34		57		91		226		274		500
Derivative cash collateral		46		48		94		222		230		452
Total interest-bearing liabilities	$	(145)	$	396	$	251	$	624	$	7,635	$	8,259
Net change in net interest income	$	(10,647)	$	10,905	$	258	$	1,322	$	4,288	$	5,610


	Six Months Ended June 30, 2022						Nine Months Ended September 30, 2022
	Compared to Six Months Ended June 30, 2021						Compared to Nine Months Ended September 30, 2021
	Increase / (Decrease) Due to:						Increase / (Decrease) Due to:
	Volume		Rate		Total		Volume		Rate		Total

	(Dollars in thousands)						(Dollars in thousands)
Interest-earning assets:
Real estate loans ⁽¹⁾	$	15,056	$	1,340	$	16,396	$	21,853	$	8,031	$	29,884
Commercial and industrial ⁽¹⁾		(20,875)		8,743		(12,132)		(25,066)		11,986		(13,080)
Other loans ⁽¹⁾		(198)		(214)		(412)		(385)		(306)		(691)
Securities		6,298		(1,607)		4,691		7,191		(1,156)		6,035
Other short-term investments		(472)		(398)		(870)		(1,838)		1,232		(606)
Total interest-earning assets	$	(191)	$	7,864	$	7,673	$	1,755	$	19,787	$	21,542
Interest-bearing liabilities:
Interest-bearing checking	$	(8)	$	165	$	157	$	(78)	$	817	$	739
Money market		75		(1,828)		(1,753)		(435)		(739)		(1,174)
Savings		190		457		647		1,121		4,306		5,427
Certificates of deposit		(1,861)		(1,029)		(2,890)		(2,299)		57		(2,242)
FHLBNY advances		(1,789)		195		(1,594)		(1,575)		352		(1,223)
Subordinated debt, net		1,202		195		1,397		1,251		493		1,744
Other short-term borrowings		33		55		88		259		329		588
Derivative cash collateral		47		48		95		269		278		547
Total interest-bearing liabilities	$	(2,111)	$	(1,742)	$	(3,853)	$	(1,487)	$	5,893	$	4,406
Net change in net interest income	$	1,920	$	9,606	$	11,526	$	3,242	$	13,894	$	17,136


	Percentage Change in Net Interest Income		Percentage Change in Net Interest Income
Gradual Change in Interest rates of:	Year-One	Year-Two	Year-One	Year-Two
+ 200 Basis Points	2.1%	9.3%	0.1%	4.9%
+ 100 Basis Points	1.0%	4.8%	0.1%	2.8%


	Percentage Change in Net Interest Income		Percentage Change in Net Interest Income
Instantaneous Rate Shock Scenarios	Year-One	Year-Two	Year-One	Year-Two
+ 200 Basis Points	5.0%	11.7%	1.3%	7.0%
+ 100 Basis Points	2.6%	6.1%	0.9%	3.9%


	Total			Total Number of	Maximum Number	Total			Total Number of	Maximum Number
	Number	Average		Shares Purchased	of Shares that May	Number	Average		Shares Purchased	of Shares that May
	of Shares	Price Paid		as Part of Publicly	Yet be Purchased	of Shares	Price Paid		as Part of Publicly	Yet be Purchased
Period	Purchased	Per Share		Announced Programs	Under the Programs ⁽¹⁾	Purchased	Per Share		Announced Programs	Under the Programs ⁽¹⁾
April 2022	238,420	$	34.83	238,420	343,262
May 2022	300,191		30.65	300,191	1,991,385
June 2022	179,033		30.14	179,033	1,812,352
July 2022						175,073	$	30.75	175,073	1,637,279
August 2022						17,500		33.31	17,500	1,619,779
September 2022						7,773		30.71	7,773	1,612,006


3.1		Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed February 2, 2021 (File No. 001-34096))
3.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed February 1, 2021 (File No. 001-34096))
4.1		Indenture, dated May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 (File No. 001-34096))
4.2		First Supplemental Indenture, May 6, 2022, between Dime Community Bancshares, Inc. and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 (File No. 001-34096))
4.3		Form of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2032 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed May 6, 2022 (File No. 001-34096))
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350
101		The following financial statements from Dime Community Bancshares, Inc.'s Quarterly Report on Form 10-Q for the Quarter Ended ~~June~~September 30, 2022, filed on ~~August 8,~~November 7, 2022, formatted in XBRL: (i) Consolidated Balance Sheets as of ~~June~~September 30, 2022 and December 31, 2021, (ii) Consolidated Statements of Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021, (iii) Consolidated Statements of Comprehensive Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021, (iv) Consolidated Statements of Stockholders' Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021, (v) Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2022 and 2021, and (vi) the Condensed Notes to Consolidated Financial Statements.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
104		Cover page to this Quarterly Report on Form 10-Q, formatted in Inline XBRL


Dated: ~~August 8,~~November 7, 2022	By:	/s/ KEVIN M. O’CONNOR
		Kevin M. O’Connor
		Chief Executive Officer


Dated: ~~August 8,~~November 7, 2022	By:	/s/ AVINASH REDDY
		Avinash Reddy
		Senior Executive Vice President and Chief Financial Officer