(Unaudited)

Three Months Ended

Nine Months Ended

March 31,

March 31,

2022

2021

2022

2021

Interest Income

Loans

$
45,846

$
50,159

$
141,651

$
153,776

Taxable investment securities

8,024

7,891

23,831

22,934

Tax-exempt investment securities

316

410

976

1,297

Other interest-earning assets

415

705

1,261

2,406

Total Interest Income

54,601

59,165

167,719

180,413

Interest Expense

Deposits

3,565

6,670

11,293

26,379

Borrowings

3,309

4,012

10,422

14,865

Total Interest Expense

6,874

10,682

21,715

41,244

Net Interest Income

47,727

48,483

146,004

139,169

(Reversal of) provision for credit losses

(3,920
)

1,126

(11,740
)

3,820

Net Interest Income after (Reversal of)
Provision for Credit Losses

51,647

47,357

157,744

135,349

Non-Interest Income

Fees and service charges

617

473

1,922

1,474

Gain on sale and call of securities

3

18

4

454

Gain on sale of loans

376

943

2,352

5,211

Gain on sale of other real estate owned

14

0

14

0

Income from bank owned life insurance

1,511

1,530

4,634

4,722

Electronic banking fees and charges

432

456

1,260

1,265

Bargain purchase gain

0

0

0

3,053

Other income

238

1,194

938

1,351

Total Non-Interest Income

3,191

4,614

11,124

17,530

Non-Interest Expense

Salaries and employee benefits

19,184

16,965

55,897

51,023

Net occupancy expense of premises

3,223

3,433

10,926

9,675

Equipment and systems

3,822

3,823

11,370

11,295

Advertising and marketing

516

567

1,356

1,580

Federal deposit insurance premium

480

488

1,693

1,450

Directors' compensation

340

748

1,792

2,244

Merger-related expenses

0

0

0

4,349

Debt extinguishment expenses

0

0

0

796

Other expense

3,058

3,792

9,062

11,487

Total Non-Interest Expense

30,623

29,816

92,096

93,899

Income before Income Taxes

24,215

22,155

76,772

58,980

Income tax expense

6,522

5,732

20,595

14,230

Net Income

$
17,693

$
16,423

$
56,177

$
44,750

Net Income per Common Share (EPS)

Basic

$
0.25

$
0.20

$
0.78

$
0.53

Diluted

$
0.25

$
0.20

$
0.78

$
0.53

Weighted Average Number of Common Shares
Outstanding

Basic

69,790

80,673

72,130

83,958

Diluted

69,817

80,690

72,154

83,961

~~During the three months and nine months ended March 31, 2022 and 2021, there were~~ 0 ~~gains or losses recognized on sales of securities held to maturity.~~

At2023 and June 30, ~~2021, there were~~ 0 ~~held to maturity securities with unrecognized losses.~~

The following table sets forth the composition of the Company’s loan portfolio at March 31, ~~2022~~2023 and June 30, ~~2021:~~2022:


	March 31, 2023		June 30, 2022
	(In Thousands)
Commercial loans:
Multi-family mortgage	$	2,835,852	$	2,409,090
Nonresidential mortgage	1,002,643		1,019,838
Commercial business	162,038		176,807
Construction	215,524		140,131
Total commercial loans	4,216,057		3,745,866

One- to four-family residential mortgage	1,713,343		1,645,816

Consumer loans:
Home equity loans	44,376		42,028
Other consumer	2,592		2,866
Total consumer loans	46,968		44,894

Total loans	5,976,368		5,436,576

Unaccreted yield adjustments (1)	(10,043)		(18,731)

Total loans receivable, net of yield adjustments	$	5,966,325	$	5,417,845

___________________________

(1)

At March 31, 2023, included a fair value adjustment to the carrying amount of hedged one- to four-family residential mortgage loans.

March 31,

June 30,

2022

2021

(In Thousands)

Commercial loans:

Multi-family mortgage
$
2,076,003

$
2,039,260

Nonresidential mortgage

1,085,988

1,079,444

Commercial business

169,551

168,951

Construction

121,137

93,804

Total commercial loans

3,452,679

3,381,459

One- to four-family residential mortgage

1,527,980

1,447,721

Consumer loans:

Home equity loans

41,501

47,871

Other consumer

2,755

3,259

Total consumer loans

44,256

51,130

Total loans

5,024,915

4,880,310

Unaccreted yield adjustments

(21,714
)

(28,916
)

Total loans receivable, net of yield adjustments
$
5,003,201

$
4,851,394

~~- 14 -~~

Past Due Loans

Past due status is based on the contractual payment terms of the loans. The following tables present the payment status of past due loans as of March 31, ~~2022~~2023 and June 30, ~~2021,~~2022, by loan segment:


	Payment Status March 31, 2023
	30-59 Days		60-89 Days		90 Days and Over		Total Past Due		Current		Total
	(In Thousands)
Multi-family mortgage	$	—	$	3,940	$	7,659	$	11,599	$	2,824,253	$	2,835,852
Nonresidential mortgage	3,842		—		5,669		9,511		993,132		1,002,643
Commercial business	—		—		264		264		161,774		162,038
Construction	—		—		—		—		215,524		215,524
One- to four-family residential mortgage	2,961		852		2,896		6,709		1,706,634		1,713,343
Home equity loans	51		—		47		98		44,278		44,376
Other consumer	39		—		—		39		2,553		2,592
Total loans	$	6,893	$	4,792	$	16,535	$	28,220	$	5,948,148	$	5,976,368

- 14 -

Index

Payment Status

March 31, 2022

30-59 Days

60-89 Days

90 Days and Over

Total Past Due

Current

Total

(In Thousands)

Multi-family mortgage
$
-

$
-

$
28,197

$
28,197

$
2,047,806

$
2,076,003

Nonresidential mortgage

2,101

-

25,283

27,384

1,058,604

1,085,988

Commercial business

-

64

281

345

169,206

169,551

Construction

-

-

-

-

121,137

121,137

One- to four-family
residential mortgage

3,410

520

2,968

6,898

1,521,082

1,527,980

Home equity loans

25

4

59

88

41,413

41,501

Other consumer

-

-

-

-

2,755

2,755

Total loans
$
5,536

$
588

$
56,788

$
62,912

$
4,962,003

$
5,024,915

Payment Status

June 30, 2021

30-59 Days

60-89 Days

90 Days and Over

Total Past Due

Current

Total

(In Thousands)

Multi-family mortgage
$
-

$
-

$
16,094

$
16,094

$
2,023,166

$
2,039,260

Nonresidential mortgage

-

-

32,891

32,891

1,046,553

1,079,444

Commercial business

-

-

401

401

168,550

168,951

Construction

-

-

-

-

93,804

93,804

One- to four-family
residential mortgage

382

2,734

5,104

8,220

1,439,501

1,447,721

Home equity loans

6

5

32

43

47,828

47,871

Other consumer

1

-

-

1

3,258

3,259

Total loans
$
389

$
2,739

$
54,522

$
57,650

$
4,822,660

$
4,880,310


	Payment Status June 30, 2022
	30-59 Days		60-89 Days		90 Days and Over		Total Past Due		Current		Total
	(In Thousands)
Multi-family mortgage	$	3,148	$	3,056	$	7,788	$	13,992	$	2,395,098	$	2,409,090
Nonresidential mortgage	4,026		—		18,132		22,158		997,680		1,019,838
Commercial business	98		57		155		310		176,497		176,807
Construction	—		—		—		—		140,131		140,131
One- to four-family residential mortgage	1,525		253		3,455		5,233		1,640,583		1,645,816
Home equity loans	28		35		—		63		41,965		42,028
Other consumer	—		—		—		—		2,866		2,866
Total loans	$	8,825	$	3,401	$	29,530	$	41,756	$	5,394,820	$	5,436,576

Nonperforming Loans

Loans are generally placed on nonaccrual status when contractual payments become 90 or more days past due or when the Company does not expect to receive all principal and interest payments owed substantially in accordance with the terms of the loan agreement, regardless of past due status. Loans that become 90 days past due, but are well secured and in the process of collection, may remain on accrual status. Nonaccrual loans are generally returned to accrual status when all payments due are brought current and the Company expects to receive all remaining principal and interest payments owed substantially in accordance with the terms of the loan agreement. Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are generally applied to reduce the carrying value of the loan. The Company did not recognize interest income on non-accrual loans during the ~~three months and~~ nine months ended March 31, ~~2022~~2023 and ~~2021.~~

~~- 15 -~~

2022.

The following tables present information relating to the Company’s nonperforming loans as of March 31, ~~2022~~2023 and June 30, ~~2021:~~2022:


	Performance Status March 31, 2023
	90 Days and Over Past Due Accruing		Nonaccrual Loans with Allowance for Credit Losses		Nonaccrual Loans with no Allowance for Credit Losses		Total Nonperforming		Performing		Total
	(In Thousands)
Multi-family mortgage	$	—	$	5,762	$	14,312	$	20,074	$	2,815,778	$	2,835,852
Nonresidential mortgage	—		12,337		5,285		17,622		985,021		1,002,643
Commercial business	—		86		185		271		161,767		162,038
Construction	—		—		—		—		215,524		215,524
One- to four-family residential mortgage	—		1,025		4,984		6,009		1,707,334		1,713,343
Home equity loans	—		—		50		50		44,326		44,376
Other consumer	—		—		—		—		2,592		2,592
Total loans	$	—	$	19,210	$	24,816	$	44,026	$	5,932,342	$	5,976,368

- 15 -

Index

Performance Status

March 31, 2022

90 Days and Over Past Due Accruing

Nonaccrual Loans with Allowance for Credit Losses

Nonaccrual Loans with no Allowance for Credit Losses

Total Nonperforming

Performing

Total

(In Thousands)

Multi-family mortgage
$
-

$
11,369

$
28,646

$
40,015

$
2,035,988

$
2,076,003

Nonresidential mortgage

-

3,667

24,523

28,190

1,057,798

1,085,988

Commercial business

-

63

430

493

169,058

169,551

Construction

-

-

1,791

1,791

119,346

121,137

One- to four-family
residential mortgage

-

4,376

4,241

8,617

1,519,363

1,527,980

Home equity loans

-

313

1,176

1,489

40,012

41,501

Other consumer

-

-

-

-

2,755

2,755

Total loans
$
-

$
19,788

$
60,807

$
80,595

$
4,944,320

$
5,024,915

Performance Status

June 30, 2021

90 Days and Over Past Due Accruing

Nonaccrual Loans with Allowance for Credit Losses

Nonaccrual Loans with no Allowance for Credit Losses

Total Nonperforming

Performing

Total

(In Thousands)

Multi-family mortgage
$
-

$
8,300

$
10,226

$
18,526

$
2,020,734

$
2,039,260

Nonresidential mortgage

-

12,612

24,575

37,187

1,042,257

1,079,444

Commercial business

-

236

676

912

168,039

168,951

Construction

-

-

2,228

2,228

91,576

93,804

One- to four-family
residential mortgage

-

7,422

11,748

19,170

1,428,551

1,447,721

Home equity loans

-

452

1,292

1,744

46,127

47,871

Other consumer

-

-

-

-

3,259

3,259

Total loans
$
-

$
29,022

$
50,745

$
79,767

$
4,800,543

$
4,880,310


	Performance Status June 30, 2022
	90 Days and Over Past Due Accruing		Nonaccrual Loans with Allowance for Credit Losses		Nonaccrual Loans with no Allowance for Credit Losses		Total Nonperforming		Performing		Total
	(In Thousands)
Multi-family mortgage	$	—	$	8,367	$	18,286	$	26,653	$	2,382,437	$	2,409,090
Nonresidential mortgage	—		12,602		19,292		31,894		987,944		1,019,838
Commercial business	—		212		81		293		176,514		176,807
Construction	—		—		1,561		1,561		138,570		140,131
One- to four-family residential mortgage	—		3,543		4,946		8,489		1,637,327		1,645,816
Home equity loans	—		302		1,129		1,431		40,597		42,028
Other consumer	—		—		—		—		2,866		2,866
Total loans	$	—	$	25,026	$	45,295	$	70,321	$	5,366,255	$	5,436,576

Troubled Debt Restructurings (“TDRs”)

TDRs are loans where the Company has modified the contractual terms of the loan as a result of the financial condition of the borrower. Subsequent to their modification, TDRs are placed on non-accrual until such time as satisfactory payment performance has been demonstrated, at which time the loan may be returned to accrual status. On a case-by-case basis, the Company may agree to modify the contractual terms of a loan to assist a borrower who may be experiencing financial difficulty, as well as to preserve the Company’s position in the loan. If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a TDR. The Company had TDRs totaling $~~31.7~~$17.9 million and $~~17.8~~$22.2 million as of March 31, ~~2022~~2023 and June 30, ~~2021,~~2022, respectively. The allowance for credit losses associated with the TDRs presented in the tables below totaled $~~672,000~~ an~~d $256,000~~$295,000 and $365,000 as of March 31, ~~2022~~2023 and June 30, ~~2021,~~2022, respectively. As of March 31, ~~2022, there were no significant~~2023, the Company had commitments to lend additional funds totaling $23,000 to borrowers whose loans had been restructured in a TDR.

~~- 16 -~~

The following tables present total TDR loans at March 31, ~~2022~~2023 and June 30, ~~2021:~~2022:


	March 31, 2023
	Accrual			Non-accrual			Total
	# of Loans	Amount		# of Loans	Amount		# of Loans	Amount
	(Dollars In Thousands)
Commercial loans:
Multi-family mortgage	—	$	—	2	$	5,470	2	$	5,470
Nonresidential mortgage	3	177		1	384		4	561
Commercial business	5	3,555		1	6		6	3,561
Construction	—	—		—	—		—	—
Total commercial loans	8	3,732		4	5,860		12	9,592

One- to four-family residential mortgage	35	6,068		9	1,848		44	7,916

Consumer loans:
Home equity loans	6	391		—	—		6	391
Total	49	$	10,191	13	$	7,708	62	$	17,899

- 16 -

Index

March 31, 2022

Accrual

Non-accrual

Total

# of Loans

Amount

# of Loans

Amount

# of Loans

Amount

(Dollars In Thousands)

Commercial loans:

Multi-family mortgage

-

$
-

3

$
14,605

3

$
14,605

Nonresidential mortgage

4

400

2

1,646

6

2,046

Commercial business

5

3,704

3

325

8

4,029

Construction

-

-

1

1,791

1

1,791

Total commercial loans

9

4,104

9

18,367

18

22,471

One- to four-family residential
mortgage

29

4,270

15

3,392

44

7,662

Consumer loans:

Home equity loans

5

170

2

1,396

7

1,566

Total

43

$
8,544

26

$
23,155

69

$
31,699

June 30, 2021

Accrual

Non-accrual

Total

# of Loans

Amount

# of Loans

Amount

# of Loans

Amount

(Dollars In Thousands)

Commercial loans:

Multi-family mortgage

-

$
-

1

$
2,896

1

$
2,896

Nonresidential mortgage

1

105

6

2,275

7

2,380

Commercial business

3

3,755

6

693

9

4,448

Construction

-

-

1

2,228

1

2,228

Total commercial loans

4

3,860

14

8,092

18

11,952

One- to four-family residential
mortgage

18

2,216

20

3,405

38

5,621

Consumer loans:

Home equity loans

4

159

3

68

7

227

Total

26

$
6,235

37

$
11,565

63

$
17,800

June 30, 2022
Accrual Non-accrual Total
# of Loans Amount # of Loans Amount # of Loans Amount
(Dollars In Thousands)
Commercial loans:
Multi-family mortgage — $ — 2 $ 5,626 2 $ 5,626
Nonresidential mortgage 4 389 2 1,565 6 1,954
Commercial business 5 3,631 2 82 7 3,713
Construction — — 1 1,561 1 1,561
Total commercial loans 9 4,020 7 8,834 16 12,854
One- to four-family residential mortgage 29 4,488 16 3,314 45 7,802
Consumer loans:
Home equity loans 5 164 2 1,364 7 1,528
Total 43 $ 8,672 25 $ 13,512 68 $ 22,184

The following tables present information regarding ~~troubled debt restructurings~~TDRs that occurred during the three months and nine months ended March 31, ~~2022~~2023 and ~~2021:~~2022:


	Three Months Ended March 31, 2023					Three Months Ended March 31, 2022
	# of Loans	Pre- modification Recorded Investment		Post- modification Recorded Investment		# of Loans	Pre- modification Recorded Investment		Post- modification Recorded Investment
	(Dollars In Thousands)
Multi-family mortgage	—	$	—	$	—	1	$	9,104	$	9,101
Commercial business	1	67		67		—	—		—
One- to four-family residential mortgage	—	—		—		8	2,953		2,965
Home equity loans	—	—		—		2	1,477		1,477
Total	1	$	67	$	67	11	$	13,534	$	13,543


	Nine Months Ended March 31, 2023					Nine Months Ended March 31, 2022
	# of Loans	Pre- modification Recorded Investment		Post- modification Recorded Investment		# of Loans	Pre- modification Recorded Investment		Post- modification Recorded Investment
	(Dollars In Thousands)
Multi-family mortgage	—	$	—	$	—	2	$	12,091	$	12,073
Commercial business	2	74		74		—	—		—
One- to four-family residential mortgage	2	708		705		10	3,214		3,226
Home equity loans	1	35		35		2	1,477		1,477
Total	5	$	817	$	814	14	$	16,782	$	16,776

Three Months Ended March 31, 2022

Nine Months Ended March 31, 2022

# of Loans

Pre-
modification
Recorded
Investment

Post-
modification
Recorded
Investment

# of Loans

Pre-
modification
Recorded
Investment

Post-
modification
Recorded
Investment

(Dollars In Thousands)

Multi-family mortgage

1

$
9,104

$
9,101

2

$
12,091

$
12,073

One- to four-family residential
mortgage

8

2,953

2,965

10

3,214

3,226

Home equity loans

2

1,477

1,477

2

1,477

1,477

Total

11

$
13,534

$
13,543

14

$
16,782

$
16,776

Three Months Ended March 31, 2021

Nine Months Ended March 31, 2021

# of Loans

Pre-
modification
Recorded
Investment

Post-
modification
Recorded
Investment

# of Loans

Pre-
modification
Recorded
Investment

Post-
modification
Recorded
Investment

(Dollars In Thousands)

One- to four-family residential
mortgage

-

$
-

$
-

1

$
309

$
308

Home equity loans

1

24

24

1

24

24

Total

1

$
24

$
24

2

$
333

$
332

~~- 17 -~~

During the three months and nine months ended March 31, 2023, there were charge-offs of $6,000 and $103,000, respectively, related to TDRs. During the three months and nine months ended March 31, 2022, ~~and 2021,~~ there were 0no charge-offs related to TDRs. During the three months and nine months ended March 31, ~~2022 and 2021,~~2023, there were 0two TDR defaults totaling $649,000. During the three months and nine months ended March 31, 2022, there were no defaults of TDRs.

Loan modifications generally involve a reduction in interest rates and/or extension of maturity dates and also may include step up interest rates in their modified terms which will impact their weighted average yield in the future. The loans which qualified as TDRs during the three months and nine months ended March 31, ~~2022~~2023 and ~~2021,~~2022, capitalized prior past due amounts and modified the repayment terms.

- 17 -

Index

In March 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System (the “FRB”) and the Federal Deposit Insurance Corporation (the “FDIC”), issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The interagency statement was effective immediately and impacted accounting for loan modifications. The agencies confirmed with the staff of the FASB that short-term modifications, made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, were not to be considered TDRs. This included short-term modifications such as payment deferrals, fee waivers, extension of repayment terms, or other delays in payment that were insignificant. Provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) largely mirrored the provisions of the interagency statement, providing that modified loans were not to be considered TDRs if they were performing at December 31, 2019 and other considerations set forth in the interagency statements were met. Borrowers considered current are those that were less than 30 days past due at the time a modification program was implemented or at December 31, 2019.

~~On December 27, 2020, the 2021 Consolidated Appropriations Act was signed into law. The $900~~ ~~billion relief package included legislation that extended certain relief provisions of the CARES Act that were set to expire on~~ ~~December 31, 2020. The relief expired on January 1, 2022. As of March 31, 2022, the Company did not have any~~ no~~n-TDR loan modifications granted under the CARES Act~~.

Individually Analyzed Loans

~~Effective July 1, 2020, individually analyze~~d

Individually analyzed loans include loans which do not share similar risk characteristics with other loans. TDRs will generally be evaluated for individual impairment, however, after a period of sustained repayment performance which permits the credit to be returned to accrual status, a TDR would generally be removed from individual impairment analysis and returned to its corresponding pool. As of March 31, ~~2022,~~2023, the carrying value of individually analyzed loans, including loans acquired with deteriorated credit quality that were individually analyzed, totaled $~~82.7~~$44.0 million, of which $~~65.1~~$40.7 million were considered collateral dependent.

For collateral dependent loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the ~~ACL~~allowance for credit losses is measured based on the difference between the fair value of the collateral, less costs to sell, and the amortized cost basis of the loan as of the measurement date. See Note 12 for additional disclosure regarding fair value of individually analyzed collateral dependent loans.

~~- 18 -~~

The following table presents the carrying value and related allowance of collateral dependent individually analyzed loans at the dates indicated:

March 31, 2022

June 30, 2021

Carrying Value

Related Allowance

Carrying Value

Related Allowance

(In Thousands)

Commercial loans:

Multi-family mortgage
$
31,078

$
661

$
18,526

$
1,368

Nonresidential mortgage (1)

27,384

119

32,891

4,724

Commercial business (2)

176

-

183

-

Construction

1,791

-

-

-

Total commercial loans

60,429

780

51,600

6,092

One- to four-family residential mortgage (3)

4,581

196

7,612

420

Consumer loans:

Home equity loans (3)

59

-

31

-

Total
$
65,069

$
976

$
59,243

$
6,512


	March 31, 2023				June 30, 2022
	Carrying Value		Related Allowance		Carrying Value		Related Allowance
	(In Thousands)
Commercial loans:
Multi-family mortgage	$	20,074	$	266	$	26,653	$	849
Nonresidential mortgage (1)	17,284		2,166		30,733		2,696

Construction	—		—		1,561		—
Total commercial loans	37,358		2,432		58,947		3,545

One- to four-family residential mortgage (2)	3,299		—		4,305		77

Consumer loans:
Home equity loans (2)	—		—		35		—

Total	$	40,657	$	2,432	$	63,287	$	3,622

___________________________

(1)

Secured by income-producing nonresidential property.

(2)

~~Secured by business assets.~~

~~(3)~~

Secured by one- to four-family residential properties.

The following table presents the risk category of loans as of March 31, ~~2022~~2023 by loan segment and vintage year:

Term Loans by Origination Year for Fiscal Years ended June 30,

2022

2021

2020

2019

2018

Prior

Revolving Loans

Total

(In Thousands)

Multi-family mortgage:

Pass
$
520,269

$
263,316

$
216,072

$
256,541

$
252,909

$
500,758

$
-

$
2,009,865

Special Mention

-

-

-

16,370

4,994

4,759

-

26,123

Substandard

-

-

-

10,182

2,788

27,045

-

40,015

Doubtful

-

-

-

-

-

-

-

-

Total multi-family mortgage

520,269

263,316

216,072

283,093

260,691

532,562

-

2,076,003

Nonresidential mortgage:

Pass

201,205

86,212

64,161

37,706

51,884

569,499

6,087

1,016,754

Special Mention

-

-

-

23,364

4,070

9,249

-

36,683

Substandard

-

724

-

933

0

30,894

-

32,551

Doubtful

-

-

-

-

-

-

-

-

Total nonresidential mortgage

201,205

86,936

64,161

62,003

55,954

609,642

6,087

1,085,988

Commercial business:

Pass

36,918

39,481

12,441

3,961

9,147

7,370

54,513

163,831

Special Mention

-

-

65

189

2,173

895

216

3,538

Substandard

-

39

230

-

1,422

285

58

2,034

Doubtful

-

-

-

-

-

145

3

148

Total commercial business

36,918

39,520

12,736

4,150

12,742

8,695

54,790

169,551

Construction loans:

Pass

7,868

85,564

9,492

3,058

6,513

1,117

5,735

119,347

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

1,790

-

1,790

Doubtful

-

-

-

-

-

-

-

-

Total construction loans

7,868

85,564

9,492

3,058

6,513

2,907

5,735

121,137

Residential mortgage:

Pass

312,625

531,111

90,576

53,262

56,834

464,738

375

1,509,521

Special Mention

-

-

-

1,213

-

439

-

1,652

Substandard

-

-

1,704

83

-

15,020

-

16,807

Doubtful

-

-

-

-

-

-

-

-

Total residential mortgage

312,625

531,111

92,280

54,558

56,834

480,197

375

1,527,980

Home equity loans:

Pass

1,759

715

1,744

3,245

2,125

7,552

22,156

39,296

Special Mention

-

-

-

-

-

265

-

265

Substandard

-

-

-

124

-

1,816

-

1,940

Doubtful

-

-

-

-

-

-

-

-

Total home equity loans

1,759

715

1,744

3,369

2,125

9,633

22,156

41,501

Other consumer loans

Pass

281

324

477

398

247

913

40

2,680

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

-

0

0

Doubtful

-

-

-

-

-

-

75

75

Other consumer loans

281

324

477

398

247

913

115

2,755

Total loans
$
1,080,925

$
1,007,486

$
396,962

$
410,629

$
395,106

$
1,644,549

$
89,258

$
5,024,915

Index

Term Loans by Origination Year for Fiscal Years ended June 30,

2021

2020

2019

2018

2017

Prior

Revolving Loans

Total

(In Thousands)

Multi-family mortgage:

Pass
$
281,402

$
257,970

$
374,871

$
341,304

$
343,370

$
374,909

$
-

$
1,973,826

Special Mention

-

-

26,974

5,079

4,834

1,054

-

37,941

Substandard

-

-

-

2,896

13,198

11,399

-

27,493

Doubtful

-

-

-

-

-

-

-

-

Total multi-family mortgage

281,402

257,970

401,845

349,279

361,402

387,362

-

2,039,260

Nonresidential mortgage:

Pass

99,602

77,146

56,435

64,616

254,940

441,696

6,150

1,000,585

Special Mention

-

-

23,520

4,146

8,801

4,513

-

40,980

Substandard

743

-

-

4,934

20,602

11,600

-

37,879

Doubtful

-

-

-

-

-

-

-

-

Total nonresidential mortgage

100,345

77,146

79,955

73,696

284,343

457,809

6,150

1,079,444

Commercial business:

Pass

44,514

18,988

4,701

12,654

3,322

12,892

65,657

162,728

Special Mention

-

-

-

2,304

945

12

461

3,722

Substandard

41

76

160

1,474

132

189

-

2,072

Doubtful

-

-

-

-

-

420

9

429

Total commercial business

44,555

19,064

4,861

16,432

4,399

13,513

66,127

168,951

Construction loans:

Pass

40,332

17,404

11,203

13,860

1,641

1,382

5,735

91,557

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

2,247

-

2,247

Doubtful

-

-

-

-

-

-

-

-

Total construction loans

40,332

17,404

11,203

13,860

1,641

3,629

5,735

93,804

Residential mortgage:

Pass

560,543

124,606

69,917

74,754

119,238

472,587

375

1,422,020

Special Mention

-

-

1,233

-

-

712

-

1,945

Substandard

-

1,040

671

511

1,468

20,066

-

23,756

Doubtful

-

-

-

-

-

-

-

-

Total residential mortgage

560,543

125,646

71,821

75,265

120,706

493,365

375

1,447,721

Home equity loans:

Pass

834

2,508

4,585

2,778

2,241

7,798

24,788

45,532

Special Mention

-

-

-

-

-

393

-

393

Substandard

-

-

-

-

11

1,935

-

1,946

Doubtful

-

-

-

-

-

-

-

-

Total home equity loans

834

2,508

4,585

2,778

2,252

10,126

24,788

47,871

Other consumer loans

Pass

550

517

633

256

127

1,044

44

3,171

Special Mention

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

-

1

1

Doubtful

-

-

-

-

-

-

87

87

Other consumer loans

550

517

633

256

��
127

1,044

132

3,259

Total loans
$
1,028,561

$
500,255

$
574,903

$
531,566

$
774,870

$
1,366,848

$
103,307

$
4,880,310

~~Residential~~

(1)

Represents amounts reclassified out of accumulated other comprehensive (loss) income and included in gain on sale of securities on the ~~consolidated statements~~Consolidated Statements of ~~income.~~Income.

(2)Represents amounts reclassified out of accumulated other comprehensive (loss) income and included in the computation of net periodic pension expense. See Note 10 - Benefit Plans for additional information.

- 36 -

Index

~~- 37 -~~

14. NET INCOME PER COMMON SHARE (“EPS”)

The following schedule shows the Company’s earnings per share calculations for the periods presented:

Three Months Ended March 31,

Nine Months Ended March 31,

2022

2021

2022

2021

(In Thousands, Except Per Share Data)

Net income
$
17,693

$
16,423

$
56,177

$
44,750

Weighted average number of common shares
outstanding - basic

69,790

80,673

72,130

83,958

Effect of dilutive securities

27

17

24

3

Weighted average number of common shares
outstanding - diluted

69,817

80,690

72,154

83,961

Basic earnings per share
$
0.25

$
0.20

$
0.78

$
0.53

Diluted earnings per share
$
0.25

$
0.20

$
0.78

$
0.53


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
	(In Thousands, Except Per Share Data)
Net income	$	10,312	$	17,693	$	28,798	$	56,177

Weighted average number of common shares outstanding - basic	64,769		69,790		65,181		72,130
Effect of dilutive securities	14		27		10		24
Weighted average number of common shares outstanding - diluted	64,783		69,817		65,191		72,154

Basic earnings per share	$	0.16	$	0.25	$	0.44	$	0.78
Diluted earnings per share	$	0.16	$	0.25	$	0.44	$	0.78

Stock ~~option~~soptions for 2,993,530 and 3,115,000 ~~and3,253,040~~ shares of common stock were not considered in computing diluted earnings per share atfor the three months ended March 31, 2023 and 2022, respectively, and stock options for 2,986,628 and 3,115,000 shares of common stock were not considered in computing diluted earnings per share for the nine months ended March 31, ~~2021,~~2023 and 2022, respectively, because ~~the stock options~~they were considered anti-dilutive. In addition,~~251,905~~ 427,347 RSUs were not considered in computing diluted earnings per share atfor the three months and nine months ended March 31, 2023, respectively, and 251,905 RSUs were not considered in computing diluted earnings per share for the three months and nine months ended March 31, 2022 because ~~the RSUs~~they were considered anti-dilutive.

- 3837 -

Index

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q may include certain forward-looking statements based on current management expectations. Such forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may”, “will”, “believe”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms or variations on those terms, or the negative of those terms. The actual results of the Company could differ materially from those management expectations. This includes statements regarding general economic conditions, ~~public health crisis such as~~ the ~~governmental, social and economic~~ effects of the ~~novel coronavirus,~~recent turmoil in the banking industry (including the failure of three financial institutions), legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities and failure to integrate or profitably operate acquired businesses. Additional potential factors include changes in interest rates, the rate of inflation, deposit flows, cost of funds, demand for loan products and financial services, competition and changes in the quality or composition of loan and investment portfolios of the Company. Other factors that could cause future results to vary from current management expectations include changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices. Further description of the risks and uncertainties to the business are included in ~~the Company’s other filings with the Securities~~this Quarterly Report on Form 10-Q and ~~Exchange Commission.~~

In addition, the COVID-19 pandemic has had, and may continue to have, an adverse impact on the Company, its clients and the communities it serves. Given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 pandemic on our business. The extent of such impact will depend on future developments, which are highly uncertain, including whether the coronavirus can continue to be controlled and abated. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: the demand for our products and services may decline, making it difficult to grow assets and income; if the economy worsens, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; our allowance for credit losses may increase if borrowers experience financial difficulties, which will adversely affect our net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; due to a decline in our stock price or other factors, goodwill may become impaired and be required to be written down; and our cyber security risks are increased as the result of an increase in the number of employees working remotely. Reference is made to Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2021.~~

2022, under “Item 1A. Risk Factors.”

Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies

Our accounting policies are integral to understanding the results reported. We consider accounting policies that require management to exercise significant judgment or discretion or to make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. At March 31, 2022, we consider the determination of the allowance for credit losses on loans, individually evaluating loans, calculating the allowance of credit losses on acquired loans, accounting for business combinations and the valuation of goodwill and identifiable intangible assets2023, there have been no material changes to be our critical accounting ~~policies.~~policies as compared to the critical accounting policies disclosed in our most recent Annual Report on Form 10-K. Reference is made to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2021, for a description of the Company’s critical accounting policies.~~

~~- 39 -~~

2022.

Comparison of Financial Condition at March 31, ~~2022~~2023 and June 30, ~~2021~~

2022

Executive Summary. Total assets increased ~~$106.2~~$629.5 million to ~~$7.39~~$8.35 billion at March 31, ~~2022~~2023 from ~~$7.28~~$7.72 billion at June 30, ~~2021~~.2022. The increase primarily reflected ~~an increase~~increases in net loans receivable ~~partially offset~~and cash and cash equivalents.

Cash and Cash Equivalents. Cash and cash equivalents increased $93.0 million to $194.6 million at March 31, 2023 from $101.6 million at June 30, 2022. The increase was driven by ~~a decrease in investment securities.~~our decision to hold excess cash on our balance sheet due to external market conditions.

Investment Securities. Investment securities available for sale decreased ~~$150.8~~$77.0 million to ~~$1.53~~$1.27 billion at March 31, ~~2022,~~2023, from ~~$1.68~~$1.34 billion at June 30, ~~2021.~~ 2022. This decrease was largely the result of sales of $120.4 million, principal repayments of ~~$280.5~~$100.1 million and a fair value decrease of ~~$74.0~~$23.1 million, partially offset by ~~security~~ purchases of ~~$206.1~~$166.5 million.

Investment securities held to maturity increased ~~$83.7~~$31.5 million to ~~$121.9~~$149.8 million at March 31, ~~2022~~2023 from ~~$38.1~~$118.3 million at June 30, ~~2021.~~2022. This increase was largely the result of ~~security~~ purchases of ~~$86.4~~$40.4 million, partially offset by principal repayments of ~~$2.6~~$8.8 million.

Additional information regarding our investment securities at March 31, ~~2022~~2023 and June 30, ~~2021~~2022 is presented in Note 4 to the unaudited consolidated financial statements.

Loans Held-for-Sale. Loans held-for-sale totaled ~~$2.8~~$5.4 million at March 31, ~~2022~~2023 as compared to ~~$16.5~~$28.9 million at June 30, ~~2021~~2022 and are reported separately from the balance of net loans ~~receivable~~.receivable. Loans held-for-sale consisted of residential mortgage loans of $5.4 million at March 31, 2023 as compared to residential mortgage loans and commercial mortgage loans of $7.1 million and $21.7 million, respectively, at June 30, 2022. During the nine months ended March 31, ~~2022, $165.5~~2023, we sold $78.6 million of residential mortgage loans, ~~were sold,~~ resulting in a gain on sale of ~~$2.3~~$561,000, and $24.4 million of commercial mortgage loans, resulting in a net loss on sale of $2.5 million.

- 38 -

Index

Net Loans Receivable. Net loans receivable increased ~~$166.1~~$546.4 million, or ~~3.5%~~10.2%, to ~~$4.96~~$5.92 billion at March 31, ~~2022~~2023 from ~~$4.79~~$5.37 billion at June 30, ~~2021. Detail~~2022. Details regarding the change in the loan portfolio, by loan segment, is presented below:

March 31,

June 30,

Increase/

2022

2021

(Decrease)

(In Thousands)

Commercial loans:

Multi-family mortgage
$
2,076,003

$
2,039,260

$
36,743

Nonresidential mortgage

1,085,988

1,079,444

6,544

Commercial business

169,551

168,951

600

Construction

121,137

93,804

27,333

Total commercial loans

3,452,679

3,381,459

71,220

One- to four-family residential mortgage

1,527,980

1,447,721

80,259

Consumer loans:

Home equity loans

41,501

47,871

(6,370
)
Other consumer

2,755

3,259

(504
)
Total consumer loans

44,256

51,130

(6,874
)

Total loans

5,024,915

4,880,310

144,605

Unaccreted yield adjustments

(21,714
)

(28,916
)

7,202

Allowance for credit losses

(43,860
)

(58,165
)

14,305

Net loans receivable
$
4,959,341

$
4,793,229

$
166,112


	March 31, 2023		June 30, 2022		Increase/ (Decrease)
	(In Thousands)
Commercial loans:
Multi-family mortgage	$	2,835,852	$	2,409,090	$	426,762
Nonresidential mortgage	1,002,643		1,019,838		(17,195)
Commercial business	162,038		176,807		(14,769)
Construction	215,524		140,131		75,393
Total commercial loans	4,216,057		3,745,866		470,191

One- to four-family residential mortgage	1,713,343		1,645,816		67,527

Consumer loans:
Home equity loans	44,376		42,028		2,348
Other consumer	2,592		2,866		(274)
Total consumer loans	46,968		44,894		2,074

Total loans	5,976,368		5,436,576		539,792

Unaccreted yield adjustments	(10,043)		(18,731)		8,688
Allowance for credit losses	(49,122)		(47,058)		(2,064)

Net loans receivable	$	5,917,203	$	5,370,787	$	546,416

Commercial loan origination volume for the nine months ended March 31, ~~2022~~2023 totaled ~~$834.0~~$851.5 million, comprised of ~~$667.1~~$708.4 million of commercial mortgage loan originations, ~~$105.5~~$72.5 million of commercial business loan originations and construction loan disbursements of ~~$61.4~~$70.6 million. Co~~mmercial loan origination volume was augmented with the funding of purchased commercial mortgage loans totaling $55.8 million.~~

One- to four-family residential mortgage loan origination volume, excluding loans held-for-sale, totaled $171.8 million for the nine months ended March 31, ~~2022, excluding loans held-for-sale, totaled $262.7 million an~~d2023 and was ~~augmented~~supplemented with ~~the funding of purchased loans totaling $56.5 million.~~loan purchases totaling $656,000. Home equity loan and line of credit origination volume for the same period ~~totaled $13.5~~totaled $22.1 million.

~~- 40 -~~

Loan-to-value (“(“LTV”) ratios are based on current period loan balances and original appraised values at the time of origination unless a current appraisal has been obtained as a result of the loan being deemed collateral dependent and individually ~~analyzed~~.analyzed. The following table sets forth the composition of our real estate secured loans indicating the LTV, by loan category, at March 31, ~~2022~~2023 and June 30, ~~2021:~~

March 31, 2022

June 30, 2021

Balance

LTV

Balance

LTV

(Dollars in Thousands)

Commercial mortgage loans:

Multi-family mortgage
$
2,076,003

64
%

$
2,039,260

64
%
Nonresidential mortgage

1,085,988

54
%

1,079,444

54
%
Construction

121,137

59
%

93,804

61
%
Total commercial mortgage loans

3,283,128

61
%

3,212,508

61
%

One- to four-family residential mortgage

1,527,980

61
%

1,447,721

59
%

Consumer loans:

Home equity loans

41,501

46
%

47,871

47
%

Total mortgage loans
$
4,852,609

61
%

$
4,708,100

60
%

2022:


	March 31, 2023				June 30, 2022
	Balance		LTV		Balance		LTV
	(Dollars in Thousands)
Commercial mortgage loans:
Multi-family mortgage	$	2,835,852	64	%	$	2,409,090	64	%
Nonresidential mortgage	1,002,643		54		1,019,838		54
Construction	215,524		60		140,131		61
Total commercial mortgage loans	4,054,019		61		3,569,059		61

One- to four-family residential mortgage	1,713,343		63		1,645,816		62

Consumer loans:
Home equity loans	44,376		49		42,028		46

Total mortgage loans	$	5,811,738	62	%	$	5,256,903	61	%

Additional information about our ~~loans~~loan portfolio at March 31, ~~2022~~2023 and June 30, ~~2021~~2022 is presented in Note 5 to the unaudited consolidated financial statements.

- 39 -

Index

Nonperforming Assets and TDRs. Nonperforming assets ~~increased~~decreased by ~~$1.1~~$34.8 million to ~~$81.0~~$57.4 million, or ~~1.10%~~0.69% of total assets, at March 31, ~~2022,~~2023, from ~~$79.9~~$92.2 million, or ~~1.10%~~1.19% of total assets, at June 30, ~~2021.~~2022. At March 31, ~~2022,~~2023, we had accruing TDRs totaling ~~$8.5~~$10.2 million, an increase of ~~$2.3~~$1.5 million from ~~$6.2~~$8.7 million at June 30, ~~2021.~~2022. At March 31, ~~2022,~~2023, we had non-accrual TDRs totaling ~~$23.2~~$7.7 million, ~~an increase~~a decrease of ~~$11.6~~$5.8 million from ~~$11.6~~$13.5 million at June 30, ~~2021.~~2022.

Based on Section 4013 of the CARES Act, the 2021 Consolidated Appropriations Act and related regulatory guidance promulgated by federal banking regulators, qualifying loan modifications made in response to the COVID-19 pandemic, including short-term payment deferrals, were not considered to be TDRs. We had no active payment deferrals that were not considered TDRs as of

At March 31, ~~2022. We had active payment deferrals, which were not considered TDRs,~~2023, nonperforming assets consisted of ~~$5.6~~$44.0 million as of nonperforming loans and $13.4 million of other real estate owned (“OREO”). At June 30, ~~2021.~~

2022, nonperforming assets consisted of $70.3 million of nonperforming loans, $21.7 million of non-accrual commercial loans held for sale and $178,000 of OREO.

Additional information about our nonperforming loans and TDRs at March 31, ~~2022~~2023 and June 30, ~~2021~~2022 is presented in Note 5 to the unaudited consolidated financial statements.

Allowance for Credit Losses (“~~ACL~~”(“ACL”). At March 31, ~~2022,~~2023, the ACL totaled ~~$43.9~~$49.1 million, or 0.82% of total loans, reflecting an increase of $2.1 million from $47.1 million, or 0.87% of total loans, ~~reflecting a decrease of $14.3 million from $58.2 million, or 1.19% of total loans,~~ at June 30, ~~2021.~~2022. The ~~decrease during~~ increase during the nine months ended March 31, ~~2022~~2023 was largely attributable to a provision for credit ~~losses reversal of $11.7~~losses of $2.8 million, primarily driven by ~~continued improvement in our economic forecast,~~ loan growth, partially offset by a reduction in the expected life ~~of various segments~~ of the loan portfolio and a net reduction in reserves on loans individually ~~evaluated~~analyzed for impairment.~~Also contributing to this decrease were net charge-offs of $2.6 million, which had been individually reserved for within the ACL at June 30, 2021.~~

Additional information about our ACL at March 31, ~~2022~~2023 and June 30, ~~2021~~2022 is presented in Note 6 to the unaudited consolidated financial statements.

Other Assets. The aggregate balance of other assets, including premises and equipment, FHLB stock, interest receivable, goodwill, core deposit intangibles, bank owned life insurance, deferred income taxes, OREO and other assets, increased ~~$26.3~~$59.1 million to ~~$717.4~~$815.3 million at March 31, ~~2022~~2023 from ~~$691.2~~$756.2 million at June 30, ~~2021. Th~~e2022. The increase in thethe balance of these other assets during the nine months ended March 31, ~~2022~~2023 largely reflected a ~~$32.2~~$29.2 million ~~increa~~se increase in ~~the fair value~~FHLB stock and a $13.2 million increase in OREO. The increase in OREO was a result of our ~~derivatives portfolio.~~acquisition of a $13.0 million nonresidential real estate property through foreclosure. The remaining change generally reflected normal operating fluctuations within these line items.

~~- 41 -~~

Deposits. Total deposits ~~increased $43.4~~decreased $58.9 million, or ~~0.8%~~1.0%, to ~~$5.53~~$5.80 billion at March 31, ~~2022~~2023 from ~~$5.49~~$5.86 billion at June 30, ~~2021. The increase~~2022. Included in ~~deposits largely reflected growth in core non-maturity~~total deposits ~~which was partially offset by the controlled run-off~~are brokered and listing service time deposits of ~~time deposits.~~$761.0 million at March 31, 2023 and $773.5 million at June 30, 2022. The following table sets forth the distribution of, and changes in, deposits, by type, for the periods indicated:

March 31,

June 30,

Increase/

2022

2021

(Decrease)

(In Thousands)

Non-interest-bearing deposits
$
621,954

$
593,718

$
28,236

Interest-bearing deposits:

Interest-bearing demand

2,154,488

1,902,478

252,010

Savings

1,088,974

1,111,364

(22,390
)
Certificates of deposit

1,663,246

1,877,746

(214,500
)
Interest-bearing deposits

4,906,708

4,891,588

15,120

Total deposits
$
5,528,662

$
5,485,306

$
43,356


	March 31, 2023		June 30, 2022		Increase/ (Decrease)
	(In Thousands)
Non-interest-bearing deposits	$	617,778	$	653,899	$	(36,121)

Interest-bearing deposits:
Interest-bearing demand	2,285,799		2,265,597		20,202
Savings	811,483		1,053,198		(241,715)
Certificates of deposit	2,088,344		1,889,562		198,782
Interest-bearing deposits	5,185,626		5,208,357		(22,731)
Total deposits	$	5,803,404	$	5,862,256	$	(58,852)

Uninsured deposits totaled $1.68 billion as of March 31, 2023 compared to $1.53 billion as of June 30, 2022. Excluding collateralized deposits of state and local governments, and deposits of the Bank’s wholly-owned subsidiary and holding company, uninsured deposits totaled $705.7 million, or 12.2% of total deposits, at March 31, 2023 compared to $792.1 million, or 13.5% of total deposits, at June 30, 2022.

Additional information about our deposits at March 31, ~~2022~~2023 and June 30, ~~2021~~2022 is presented in Note 7 to the unaudited consolidated financial statements.

Borrowings. The balance of borrowings increased by ~~$165.3~~$710.4 million to ~~$851.2 million~~$1.61 billion at March 31, ~~2022~~2023 from ~~$685.9~~$901.3 million at June 30, ~~2021.~~2022. The growth in borrowings funded our balance sheet growth.

At March 31, 2023, we maintained available secured borrowing capacity of $2.37 billion, of which $1.88 billion was immediately accessible via in-place collateral and $493.2 million represented the market value of unpledged securities.

Additional information about our borrowings at March 31, ~~2022~~2023 and June 30, ~~2021~~2022 is presented in Note 8 to the unaudited consolidated financial statements.

- 40 -

Index

Other Liabilities. The balance of other liabilities, including advance payments by borrowers for taxes and other miscellaneous liabilities, ~~decreased $14.8~~increased $5.7 million to ~~$54.8~~$68.0 million at March 31, ~~2022~~2023 from ~~$69.6~~$62.3 million at June 30, ~~2021.~~2022. The ~~decrease in these other liabilities largely reflected the payment of a $12.5 million loan participation liability which was outstanding at June 30, 2021. The remaining~~ change in the balance of these other liabilities generally reflected normal operating fluctuations during the period.

Stockholders’ Equity. Stockholders’ equity decreased ~~$87.8~~$27.8 million to ~~$955.2~~$866.2 million at March 31, ~~2022~~2023 from ~~$1.04 billion~~$894.0 million at June 30, ~~2021.~~2022. The decrease in stockholders’ equity during the nine months ended March 31, ~~2022~~2023 largely reflected cash dividends of $21.6 million and share repurchases ~~totaling $96.0 million and cash dividends totaling $23.0~~of $21.1 million. In addition, ~~accumulated~~ other comprehensive ~~(loss)~~loss, net of income ~~decreased $29.1~~tax, was $17.3 million, ~~due primarily to~~which was driven by a decline in the fair value of our available for sale ~~securities, partially offset by an increase in the fair value of our derivatives portfolio.~~securities. These ~~decreases~~items were partially offset by net income of ~~$56.2~~$28.8 million.

Book value per share ~~increased~~decreased by ~~$0.16~~$0.03 to ~~$13.37~~$12.99 at March 31, ~~2022~~2023 while tangible book value per share decreased by $0.11 to ~~$10.38~~$9.79 at March 31, ~~2022.~~

2023.

On ~~September 22, 2021,~~August 1, 2022, we announced that the ~~authorization~~Board of Directors had authorized a new stock repurchase plan to repurchase up to 4,000,000 shares, and the completion of our previous stock repurchase plan, which authorized the repurchase of ~~up to~~ 7,602,021 ~~shares, or 10% of the shares then outstanding.~~shares. During the ~~quarter~~nine months ended March 31, ~~2022,~~2023, we repurchased ~~2,019,625~~2,007,892 shares of common stock at a cost of ~~$27.0~~$21.1 million, or ~~$13.35~~$10.49 per ~~share. Through March 31, 2022, we repurchased a total of 4,522,301~~share, including 1,682,747 shares, or ~~59.5%~~42.1% of the shares authorized for repurchase under the current repurchase program, at a total cost of ~~$59.6~~$17.4 million or ~~$13.18~~$10.37 per share.

~~- 42 -~~

Comparison of Operating Results for the Quarter Ended March 31, ~~2022~~2023 and March 31, ~~2021~~

2022

Net Income. Net income for the quarter ended March 31, ~~2022~~2023 was ~~$17.7~~$10.3 million, or ~~$0.25~~$0.16 per diluted share, compared to ~~$16.4~~$17.7 million, or ~~$0.20~~$0.25 per diluted share for the quarter ended March 31, ~~2021.~~2022. The ~~increase~~decrease in net income reflected a decrease in net interest income, an increase in the provision for credit losses and a decrease in non-interest income, partially offset by a decrease in ~~net interest income, a decrease in non-interest income, an increase in~~ non-interest expense and ~~an increase~~a decrease in income tax expense.

Net Interest Income. ~~Effective July 1, 2021, loan prepayment penalty income was reclassified to~~Net interest income ~~on loans. Previously, loan prepayment penalty income was recorded within non-interest income. Interest income and non-interest income~~decreased by $5.4 million to $42.4 million for ~~all periods presented reflect this reclassification.~~

~~Net interest income decreased by $756,000~~the quarter ended March 31, 2023 compared to $47.7 million for the quarter ended March 31, ~~2022 compared to $48.5 million for the quarter ended March 31, 2021. Th~~e2022. The decrease be~~tween~~between the comparative periods resulted from ~~a decrease of $4.6~~an increase of $27.9 million in interest ~~income,~~expense, partially offset by a ~~decrease~~an increase of ~~$3.8~~ $22.6 million in interest ~~expense.~~income. Included in net interest income for the quarters ended March 31, 2023 and 2022, ~~and March 31, 2021,~~ respectively, was purchase accounting accretion of ~~$1.9 million~~$711,000 and ~~$4.8~~$1.9 million, and loan prepayment penalty income of $103,000 and $1.3 ~~million and $852,000.~~million.

Net interest ~~margin increased one~~margin decreased 69 basis ~~point~~points to 2.20% for the quarter ended March 31, 2023, from 2.89% forfor the quarter ended March 31, 2022 ~~from 2.88% for the quarter ended March 31, 2021~~ and reflected ~~a decrease~~ increases in the cost and average balance of interest-bearing liabilities, partially offset by increases in the yield on and average balance of interest-earning assets. The increased cost of interest-bearing liabilities ~~that was partially offset by a decrease in the average~~and yield on interest-earning ~~assets.~~assets is the result of higher market interest rates that were caused by an increase in the federal funds target rate from 0% - 0.25% in March 2022 to 4.75% - 5.00% in March 2023.

- 41 -

Index

Details surrounding the composition of, and changes to, net interest income are presented in the table below which reflects the components of the average balance sheet and of net interest income for the periods indicated. We derived the average yields and costs by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented with daily balances used to derive average balances. No tax equivalent adjustments have been made to yield or costs. Non-accrual loans were included in the calculation of average balances, however interest receivable on these loans has been fully reserved for and therefore not included in interest income. The yields and costs set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.


	Three Months Ended March 31,
	2023						2022
	Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable (1)	$	5,986,669	$	60,172	4.02	%	$	4,850,236	$	45,846	3.78	%
Taxable investment securities (2)	1,558,222		15,459		3.97		1,620,996		8,024		1.98
Tax-exempt securities (2)	17,663		99		2.23		55,390		316		2.28
Other interest-earning assets (3)	131,682		1,441		4.38		79,644		415		2.08
Total interest-earning assets	7,694,236		77,171		4.01		6,606,266		54,601		3.31
Non-interest-earning assets	575,009						601,684
Total assets	$	8,269,245					$	7,207,950

Interest-bearing liabilities:
Interest-bearing demand	$	2,363,762	11,849		2.01		$	2,133,977	1,166		0.22
Savings	858,673		881		0.41		1,088,351		274		0.10
Certificates of deposit	2,069,396		9,516		1.84		1,650,048		2,125		0.52
Total interest-bearing deposits	5,291,831		22,246		1.68		4,872,376		3,565		0.29
Federal Home Loan Bank advances	1,402,269		12,533		3.58		632,811		3,286		2.08
Other borrowings	1,611		21		5.15		51,667		23		0.17
Borrowings	1,403,880		12,554		3.58		684,478		3,309		1.93
Total interest-bearing liabilities	6,695,711		34,800		2.08		5,556,854		6,874		0.49
Non-interest-bearing liabilities (4)	694,651						673,607
Total liabilities	7,390,362						6,230,461
Stockholders' equity	878,883						977,489
Total liabilities and stockholders' equity	$	8,269,245					$	7,207,950

Net interest income			$	42,371					$	47,727
Interest rate spread (5)					1.93	%					2.82	%
Net interest margin (6)					2.20	%					2.89	%
Ratio of interest-earning assets to interest-bearing liabilities	1.15						1.19

~~- 43 -~~

For the Three Months Ended March 31,

2022

2021

Average
Balance

Interest

Average
Yield/
Cost

Average
Balance

Interest

Average
Yield/
Cost

(Dollars in Thousands)
Interest-earning assets:

Loans receivable (1)

$
4,850,236

$
45,846

3.78

%

$
4,816,592

$
50,159

4.17

%
Taxable investment securities (2)

1,620,996

8,024

1.98

1,674,223

7,891

1.89

Tax-exempt securities (2)

55,390

316

2.28

73,573

410

2.23

Other interest-earning assets (3)

79,644

415

2.08

169,291

705

1.67

Total interest-earning assets

6,606,266

54,601

3.31

6,733,679

59,165

3.51

Non-interest-earning assets

601,684

617,440

Total assets

$
7,207,950

$
7,351,119

Interest-bearing liabilities:

Interest-bearing demand

$
2,133,977

$
1,166

0.22

$
1,831,617

$
1,558

0.34

Savings

1,088,351

274

0.10

1,084,981

557

0.21

Certificates of deposit

1,650,048

2,125

0.52

1,904,234

4,555

0.96

Total interest-bearing deposits

4,872,376

3,565

0.29

4,820,832

6,670

0.55

Borrowings

684,478

3,309

1.93

865,690

4,012

1.85

Total interest-bearing liabilities

5,556,854

6,874

0.49

5,686,522

10,682

0.75

Non-interest-bearing liabilities (4)

673,607

582,036

Total liabilities

6,230,461

6,268,558

Stockholders' equity

977,489

1,082,561

Total liabilities and stockholders' equity

$
7,207,950

$
7,351,119

Net interest income

$
47,727

$
48,483

Interest rate spread (5)

2.82

%

2.76

%
Net interest margin (6)

2.89

%

2.88

%
Ratio of interest-earning assets
to interest-bearing liabilities

1.19

1.18

(1)

Loans held-for-sale and non-accruing loans have been included in loans receivable and the effect of such inclusion was not material. Allowance for credit losses has been included in non-interest-earning assets.

(2)

Fair value adjustments have been excluded in the balances of interest-earning assets.

(3)

Includes interest-bearing deposits at other banks and FHLB of New York capital stock.

(4)

Includes average balances of non-interest-bearing deposits o~~f $624.2~~of $634.3 million and ~~$525.0~~$624.2 million for the quarter ended March 31, 2023 and 2022, ~~and 2021,~~ respectively.

(5)

Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(6)

Net interest margin represents net interest income as a percentage of average interest-earning assets.

- 42 -

Index

Provision for Credit Losses. The provision for credit ~~losses decreased $5.0~~losses increased $4.4 million to a provision for credit losses of $451,000 for the quarter ended March 31, 2023, compared to a reversal of credit losses of $3.9 million for the quarter ended March 31, ~~2022, compared to a~~2022. The provision ~~for credit losses of $1.1 million~~ for the quarter ended March 31, ~~2021. The provision~~2023 was largely driven by a slower prepayment rate assumption, partially offset by a net reduction in reserves on loans individually analyzed for impairment. By comparison, the reversal for the quarter ended March 31, 2022 was largely ~~attributable~~attributable to ~~continued~~an improvement in our economic ~~forecast. In addition, there was~~forecast and a net reduction in reserves on loans individually ~~evaluated loans primarily related to improved collateral values. By comparison, the provision~~analyzed for the quarter ended March 31, 2021 was largely attributable to increases in qualitative factors associated with the impact of COVID-19 on economic conditions and an increase in reserves on individually evaluated loans of $4.2 million, partially offset by a release of reserves within the one- to four-family residential segment, reflecting the improved credit risk outlook for that asset class.impairment.

Additional information regarding the ACL and the associated provisions recognized during the quarters ended March 31, ~~2022~~2023 and ~~2021~~2022 is presented in Note 6 to the unaudited consolidated financial statements as well as the Comparison of Financial Condition at March 31, ~~2022~~2023 and June 30, ~~2021.~~

~~- 44 -~~

2022.

Non-Interest Income. Total non-interest income decreased ~~$1.4~~$1.5 million to ~~$3.2~~$1.6 million for the quarter ended March 31, ~~2022.~~2023.

Fees and service charges increased ~~$144,000~~$293,000 to ~~$617,000~~$910,000 for the quarter ended March 31, ~~2022.~~2023. The increase ~~primarily~~ reflected increases in various ~~deposit-related~~loan-related and ~~loan-related~~deposit-related fees and charges.

~~Gain~~

Loss on sale of loans ~~decreased $567,000~~was $2.4 million during the quarter ended March 31, 2023 compared to a gain on sale of loans of $376,000 during the comparative period. The current period included a loss of $2.5 million that resulted from the sale of a non-performing commercial mortgage loan held-for-sale.

Other non-interest income increased $833,000 to $1.1 million for the quarter ended March 31, ~~2022.~~2023. The decrease in loan sale gains largely reflected a lower average sales price of loans sold and a decrease in the volume of loans sold between comparative periods largely attributable to increases in market interest rates.

~~Other non-interest income decreased $956,000 to $238,000 for the quarter ended~~ ~~March 31, 2022. The decrease~~increase in other non-interest income was primarily ~~reflected $837,000 of non-recurring gains on asset disposals recognized~~attributable to a $509,000 increase in ~~the prior comparative period for which no such gains were recorded in the current period.~~

income from investment services.

The remaining changes in the other components of non-interest income between comparative periods generally reflected normal operating fluctuations within those line items.

Non-Interest Expense. Total non-interest ~~expense increased~~ ~~$807,000~~expense decreased $271,000 to ~~$30.6~~$30.4 million for the quarter ended March 31, ~~2022.~~2023. Non-interest expense for the quarter ended March 31, 2023 included $800,000 of branch consolidation expense, of which $250,000 was recorded in occupancy expense and $550,000 was recorded in other expense.

Salaries and employee benefits ~~increased $2.2~~decreased $1.2 million to ~~$19.2~~$18.0 million for quarter ended March 31, ~~2022.~~2023. This ~~increase~~decrease was ~~largely due to the impact of staff additions, annual merit increases, increases in benefit plan expense, including employee medical, post-retirement plan and ESOP expense, and an increase~~primarily driven by a decrease in incentive payments tied to loan origination volume. ~~Partially offsetting these increases was a decrease in stock-based compensation expense.~~

~~Director compensation decreased $408,000~~

FDIC insurance premiums increased $1.1 million to ~~$340,000 for the quarter ended March 31, 2022. This decrease primarily reflected a decline in director-related stock-based compensation expense.~~

~~Other non-interest expense decreased $734,000 to $3.1~~$1.5 million for the quarter ended March 31, ~~2022. This decrease~~2023. The increase was ~~primarily attributable to the reversal of provision for credit losses on off-balance sheet credit exposures and a decrease in loan expenses. The decrease was also attributable to non-recurring~~largely driven by asset ~~impairment charges of $375,000 related to branch consolidation activity recognized during the prior comparative quarter.~~

growth.

The remaining changes in the other components of non-interest expense between comparative periods generally reflected normal operating fluctuations within those line items.

Provision for Income Taxes. Provision for income taxes ~~increased~~ ~~$790,000~~ decreased $3.6 million to $2.9 million for the quarter ended March 31, 2023 from $6.5 million for the quarter ended March 31, ~~2022 from $5.7 million for the quarter ended March 31, 2021.~~2022.

The ~~increase~~decrease in income tax expense reflected a ~~higher~~lower level of pre-tax ~~net~~ income as compared to the prior ~~period, resulting in a higher provision for income tax expense.~~

period.

Effective tax rates for the quarter ended March 31, 2023 and 2022 were 22.0% and ~~2021 were~~ 26.9% ~~and 25.9%~~, respectively.

The decrease in the effective tax rate was primarily due to lower full year projected taxable income.

Comparison of Operating Results for the Nine Months Ended March 31, ~~2022~~2023 and March 31, ~~2021~~

2022

Net Income. Net income for the nine months ended March 31, ~~2022~~2023 was ~~$56.2~~$28.8 million, or ~~$0.78~~$0.44 per diluted share, compared to ~~$44.8~~$56.2 million, or ~~$0.53~~$0.78 per diluted share for the nine months ended March 31, ~~2021.~~2022. The ~~increase~~decrease in net income reflected ~~an increase~~a decrease in net interest income, ~~a decrease~~an increase in the provision for credit losses, ~~and~~ a decrease in non-interest income and an increase in non-interest expense, partially offset by a decrease in ~~non-interest income and an increase in~~ income tax expense.

Net Interest Income. As noted above, effective July 1, 2021, loan prepayment penalty income was reclassified to interest income on loans. Previously, loan prepayment penalty income was recorded within non-interest income. Interest income and non-interest income for all periods presented reflect this reclassification.

Net interest income ~~increased~~decreased by ~~$6.8~~$10.3 million to $135.7 million for the nine months ended March 31, 2023 compared to $146.0 million for the nine months ended March 31, ~~2022 compared to $139.2 million for the nine months ended March 31, 2021.~~2022. The ~~increase~~decrease between the comparative periods resulted from ~~a decrease~~an increase of ~~$19.5~~$56.6 million in interest expense, partially offset by ~~a decrease~~an increase of ~~$12.7~~$46.3 million in interest income. Included in net interest income for the nine months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, was purchase accounting accretion of ~~$7.4~~$4.4 million and ~~$13.5~~$7.4 million, and loan prepayment penalty income of $710,000 and $4.5 ~~million and $2.8~~ million.

- 4543 -

Index

Net interest margin ~~increased 18~~decreased 53 basis points to 2.42% for the nine months ended March 31, 2023, from 2.95% for the nine months ended March 31, 2022 ~~from 2.77% for the nine months ended March 31, 2021~~ and reflected ~~a decrease~~increases in the cost and average balance of interest-bearing liabilities, partially offset by increases in the average balance of and yield on interest-earning assets. The increased cost of interest-bearing liabilities ~~that was partially offset by a decrease in the average~~and yield on interest-earning ~~assets.~~

assets is the result of higher market interest rates that were caused by an increase in the federal funds target rate from 0% - 0.25% in March 2022 to 4.75% - 5.00% in March 2023.


	Nine Months Ended March 31,
	2023						2022
	Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable(1)	$	5,792,113	$	171,103	3.94	%	$	4,836,189	$	141,651	3.91	%
Taxable investment securities(2)	1,534,083		39,119		3.40		1,627,160		23,831		1.95
Tax-exempt securities(2)	34,976		603		2.30		57,411		976		2.27
Other interest-earning assets(3)	111,150		3,207		3.85		81,078		1,261		2.07
Total interest-earning assets	7,472,322		214,032		3.82		6,601,838		167,719		3.39
Non-interest-earning assets	565,180						609,996
Total assets	$	8,037,502					$	7,211,834

Interest-bearing liabilities:
Interest-bearing demand	$	2,359,328	$	26,865	1.52		$	2,037,725	$	3,446	0.23
Savings	937,101		2,429		0.35		1,092,738		896		0.11
Certificates of deposit	2,092,514		22,643		1.44		1,714,448		6,951		0.54
Total interest-bearing deposits	5,388,943		51,937		1.29		4,844,911		11,293		0.31
Federal Home Loan Bank advances	1,011,104		25,671		3.39		655,080		10,387		2.11
Other borrowings	43,325		739		2.28		35,292		35		0.13
Borrowings	1,054,429		26,410		3.34		690,372		10,422		2.01
Total interest-bearing liabilities	6,443,372		78,347		1.62		5,535,283		21,715		0.52
Non-interest-bearing liabilities(4)	714,233						671,935
Total liabilities	7,157,605						6,207,218
Stockholders' equity	879,897						1,004,616
Total liabilities and stockholders' equity	$	8,037,502					$	7,211,834

Net interest income			$	135,685					$	146,004
Interest rate spread(5)					2.20	%					2.87	%
Net interest margin(6)					2.42	%					2.95	%
Ratio of interest-earning assets to interest-bearing liabilities	1.16						1.19

For the Nine Months Ended March 31,

2022

2021

Average
Balance

Interest

Average
Yield/
Cost

Average
Balance

Interest

Average
Yield/
Cost

(Dollars in Thousands)
Interest-earning assets:

Loans receivable (1)

$
4,836,189

$
141,651

3.91

%

$
4,882,529

$
153,776

4.20

%
Taxable investment securities (2)

1,627,160

23,831

1.95

1,521,839

22,934

2.01

Tax-exempt securities (2)

57,411

976

2.27

78,442

1,297

2.20

Other interest-earning assets (3)

81,078

1,261

2.07

228,075

2,406

1.41

Total interest-earning assets

6,601,838

167,719

3.39

6,710,885

180,413

3.58

Non-interest-earning assets

609,996

624,644

Total assets

$
7,211,834

$
7,335,529

Interest-bearing liabilities:

Interest-bearing demand

$
2,037,725

$
3,446

0.23

$
1,658,437

$
5,727

0.46

Savings

1,092,738

896

0.11

1,049,655

2,874

0.37

Certificates of deposit

1,714,448

6,951

0.54

1,930,970

17,778

1.23

Total interest-bearing deposits

4,844,911

11,293

0.31

4,639,062

26,379

0.76

Borrowings

690,372

10,422

2.01

1,020,472

14,865

1.94

Total interest-bearing liabilities

5,535,283

21,715

0.52

5,659,534

41,244

0.97

Non-interest-bearing liabilities (4)

671,935

572,249

Total liabilities

6,207,218

6,231,783

Stockholders' equity

1,004,616

1,103,746

Total liabilities and stockholders' equity

$
7,211,834

$
7,335,529

Net interest income

$
146,004

$
139,169

Interest rate spread (5)

2.87

%

2.61

%
Net interest margin (6)

2.95

%

2.77

%
Ratio of interest-earning assets
to interest-bearing liabilities

1.19

1.19

(1)

(2)

Fair value adjustments have been excluded in the balances of interest-earning assets.

(3)

Includes interest-bearing deposits at other banks and FHLB of New York capital stock.

(4)

Includes average balances of non-interest-bearing deposits of ~~$619.5~~$656.4 million and ~~$502.0~~ $619.5 million for the nine months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively.

(5)

Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(6)

Net interest margin represents net interest income as a percentage of average interest-earning assets.

- 44 -

~~- 46 -~~Index

Provision for Credit Losses. The provision for credit losses ~~decreased $15.6~~increased $14.5 million to a provision for credit losses of $2.8 million for the nine months ended March 31, 2023, compared to a reversal of credit losses of $11.7 million for the nine months ended March 31, ~~2022, compared to a~~2022. The provision ~~for credit losses of $3.8 million~~ for the nine months ended March 31, ~~2021. The provision~~2023 was largely attributable to loan growth, partially offset by a reduction in the expected life of the loan portfolio and a net reduction in reserves on loans individually analyzed for impairment. By comparison, the reversal for the nine months ended March 31, 2022 was largely attributable to ~~a continued~~an improvement in our economic forecast, a reduction in the expected life of various segments of the loan portfolio and a net reduction in reserves on loans individually ~~evaluated~~analyzed for impairment. By comparison, the provision for the nine months ended March 31, 2021, was largely attributable to an increase of $5.7 million in reserves on individually evaluated loans and $5.1 million of provision expense on non-PCD loans acquired in connection with the acquisition of MSB, partially offset by a release of reserves within the one- to four-family residential segment, reflecting the improved credit risk outlook for that asset class and provision for credit losses reversal associated with a decline in balances of loans collectively evaluated for impairment.

Additional information regarding the ACL and the associated provisions recognized during the nine months ended March 31, ~~2022~~2023 and ~~2021~~2022 is presented in Note 6 to the unaudited consolidated financial statements as well as the Comparison of Financial Condition at March 31, ~~2022~~2023 and June 30, ~~2021.~~

2022.

Non-Interest Income. Total non-interest income decreased ~~$6.4~~$12.0 million to ~~$11.1~~a loss of $915,000 for the nine months ended March 31, 2023.

Loss on sale and call of securities was $15.2 million during the nine months ended March 31, 2023 compared to a gain of $4,000 recorded during the prior comparative period. The loss was the result of a previously announced wholesale restructuring that involved the sale of $120.4 million of available for sale securities during the nine months ended March 31, 2023. The proceeds of the sale were reinvested in higher yielding securities.

Loss on sale of loans was $1.8 million for the nine months ended March 31, ~~2022.~~

~~Fees and service charges increased $448,000 to $1.9 million for the nine months ended March 31, 2022. The increase primarily reflected increases in loan-related and deposit-related fees and charges.~~

~~Gain on sale and call of securities reflected a net gain of $4,000 during the nine months ended March 31, 2022~~2023 compared to a ~~net~~ gain ~~of $454,000 recorded during the earlier comparative period.~~

~~Gain~~ on sale of loans ~~decreased $2.9 million to~~of $2.4 million ~~for~~during the ~~nine months ended March 31, 2022.~~comparative period. The current period included a loss of $2.5 million that resulted from the sale of a non-performing commercial mortgage loan held-for-sale. In addition, the decrease in ~~loan~~gain on sale ~~gains largely~~of loans reflected a decrease in the volume of loans sold between comparative ~~periods and a lower average sales price of loans sold.~~

~~Bargain purchase gain recognized in the prior comparative period in connection with our acquisition of MSB was $3.1 million. No such gain was recorded in the current period.~~

~~Other non-interest income decreased $413,000~~periods.

Income from bank owned life insurance increased $2.4 million to ~~$938,000~~$7.0 million for the nine months ended March 31, ~~2022.~~2023. The ~~decrease~~increase is the result of payouts on life insurance policies.

Other non-interest income increased $4.4 million to $5.3 million for the nine months ended March 31, 2023. The increase in other non-interest income was primarily ~~reflected~~attributable to a ~~$356,000~~ non-recurring gain ~~on asset disposals recognized~~of $2.9 million from the sale of a former branch location and a $1.6 million increase in ~~the current period compared to $837,000~~income from investment services. These increases were partially offset by $356,000 of non-recurring gains on asset disposals ~~recorded~~ in the prior comparative period.

The remaining changes in the other components of non-interest income between comparative periods generally reflected normal operating fluctuations within those line items.

Non-Interest Expense. Total non-interest expense ~~decreased $1.8~~increased $2.9 million to ~~$92.1~~$95.0 million for the nine months ended March 31, ~~2022.~~2023. Non-interest expense for the nine months ended March 31, 2023 included $800,000 of branch consolidation expense, of which $250,000 was recorded in occupancy expense and $550,000 was recorded in other expense.

Salaries and employee benefits increased ~~$4.9~~$2.4 million to ~~$55.9~~$58.3 million for the nine months ended March 31, ~~2022.~~2023. This increase was largely due to ~~the impact of staff additions, annual merit increases, increases in benefit plan~~higher salary expense, ~~including employee medical, post-retirement plan and ESOP expense, and~~ an increase in incentive payments tied to loan origination ~~volume.~~volume and non-recurring severance expense resulting from a reduction in headcount. Partially offsetting these increases was a decrease in ~~stock-based~~incentive compensation expense.

Net occupancy expense of premises ~~increased $1.3~~decreased $1.8 million to ~~$10.9~~$9.2 million for the nine months ended March 31, ~~2022.~~2023. This ~~increase~~decrease was primarily due to expenses recognized in the prior period including $1.5 million of non-recurring expenses ~~of $1.3 million~~ related to the consolidation of three retail branch locations and an office facility and $250,000 related to facility repairs made in connection with damage incurred during Tropical Storm ~~Ida and $187,000~~Ida. The current period includes $250,000 of non-recurring expenses related to the ~~closure~~consolidation of ~~a leased office facility acquired in conjunction with the MSB acquisition.~~

~~Director compensation decreased $452,000~~two retail branch locations.

FDIC insurance premiums increased $2.0 million to ~~$1.8~~$3.7 million for the nine months ended March 31, ~~2022. This decrease primarily reflected a decline in director-related stock-based compensation expense.~~

~~Merger-related expenses, associated with our acquisition of MSB, totaled $4.3 million for the nine months ended March 31, 2021 for which no such costs were recorded in the current period.~~

~~Debt extinguishment expenses totaled $796,000 for the nine months ended March 31, 2021 for which no such costs were recorded in the current period.~~

~~Other non-interest expense decreased $2.4 million to $9.1 million for the nine months ended March 31, 2022. This decrease~~2023. The increase was ~~primarily attributable to the reversal of provision for credit losses on off-balance sheet credit exposures and a decrease in loan expenses. The decrease was also attributable to non-recurring~~largely driven by asset ~~impairment charges related to branch consolidation activity of $420,000 in the current period compared to $722,000 during the prior period.~~

~~- 47 -~~

growth.

The remaining changes in the other components of non-interest expense between comparative periods generally reflected normal operating fluctuations within those line items.

Provision for Income Taxes. Provision for income taxes ~~increased $6.4~~decreased $12.4 million to $8.2 million for the nine months ended March 31, 2023 from $20.6 million for the nine months ended March 31, ~~2022, from $14.2 million for the nine months ended March 31, 2021.~~2022.

The ~~increase~~decrease in income tax expense reflected a ~~higher~~lower level of pre-tax ~~net~~ income as compared to the prior period, resulting in a higher provision for income tax expense. The increase also reflected the effects of various non-recurring items recorded in conjunction with our acquisition of MSB, recorded in the prior comparative period, including non-deductible merger related expenses, which were partially offset by a non-taxable bargain purchase gain. The change in income tax expense also reflected the reversal of a valuation allowance totaling $535,000 which was associated with the realization of a capital loss carryforward recorded in the prior comparative period for which no such amount was recorded in the current period.

Effective tax rates for the nine months ended March 31, 2023 and 2022 were 22.1% and ~~2021 were~~ 26.8% ~~and 24.1%~~, respectively. The decrease in the effective tax rate ~~for~~was primarily due to lower full year projected taxable income, noted above, as well as non-taxable payouts on life insurance policies, noted above, during the ~~prior comparative period reflected the effects of various non-recurring items recorded in conjunction with our acquisition of MSB and reversal of a valuation allowance, as noted above.~~nine months ended March 31, 2023.

- 45 -

Index

Liquidity and Capital Resources

Liquidity, represented by cash and cash equivalents, is a product of operating, investing and financing activities. Our primary sources of funds are deposits, borrowings, cash flows from investment securities and loans receivable and funds provided from operations. While scheduled payments from the amortization and maturity of loans and investment securities are relatively predictable sources of funds, general interest rates, economic conditions and competition greatly influence deposit flows and prepayments on loans and securities.

At March 31, ~~2022,~~2023, liquidity included ~~$62.4~~$194.6 million of short-term cash and equivalents ~~supplemented by $1.53~~and $1.27 billion of investment securities ~~classified as~~ available for sale. ~~In addition, as~~As of March 31, ~~2022,~~2023, we had the capacity to borrow additional funds totaling ~~$2.38~~$1.45 billion and ~~$312.5~~$425.6 million from the FHLB of New York and FRB, respectively, without pledging additional collateral. We had the ability to pledge additional securities to borrow an additional $493.2 million at March 31, 2023. As of that same date, we also had access to unsecured overnight borrowings with other financial institutions totaling ~~$950.0~~$895.0 million of which ~~$310.0~~$70.0 million was outstanding.

At March 31, ~~2022,~~2023, we had outstanding commitments to originate and purchase loans totaling ~~approximately $198.1~~$29.6 million while such commitments totaled ~~$192.8~~$242.1 million at June 30, ~~2021.~~2022. As of those same dates, our pipeline of loans held for sale included ~~$16.0~~$14.9 million and ~~$48.4~~$20.3 million, respectively, of loans in process whose terms included interest rate locks to borrowers that were paired with a ~~non-binding,~~ best-efforts commitment to sell the loan to a buyer at a fixed price and within a predetermined timeframe after the sale commitment is established.

Construction loans in process and unused lines of credit were ~~$88.2~~$76.8 million and ~~$165.8~~$152.7 million, respectively, at March 31, ~~2022~~2023 compared to ~~$138.3~~$109.0 million and ~~$181.1~~$159.3 million, respectively, at June 30, ~~2021.~~2022. We are also subject to the contingent liabilities resulting from letters of credit whose outstanding balances totaled ~~$180,000~~$115,000 and ~~$739,000,~~$130,000, at March 31, ~~2022~~2023 and June 30, ~~2021,~~2022, respectively.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance-sheet instruments. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Consistent with its goals to operate a sound and profitable financial organization, the Bank actively seeks to maintain its status as a well-capitalized institution in accordance with regulatory standards.

~~- 48 -~~

The following table sets forth the Bank’s capital position at March 31, ~~2022~~2023 and June 30, ~~2021,~~2022, as compared to the minimum regulatory capital requirements that were in effect as of those dates:


	At March 31, 2023
	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)	$	688,824	12.53	%	$	439,926	8.00	%	$	549,908	10.00	%
Tier 1 capital (to risk-weighted assets)	652,914		11.87	%	329,945		6.00	%	439,926		8.00	%
Common equity tier 1 capital (to risk-weighted assets)	652,914		11.87	%	247,458		4.50	%	357,440		6.50	%
Tier 1 capital (to adjusted total assets)	652,914		7.96	%	328,061		4.00	%	410,077		5.00	%


	At June 30, 2022
	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)	$	672,274	13.10	%	$	410,429	8.00	%	$	513,036	10.00	%
Tier 1 capital (to risk-weighted assets)	642,336		12.52	%	307,822		6.00	%	410,429		8.00	%
Common equity tier 1 capital (to risk-weighted assets)	642,336		12.52	%	230,866		4.50	%	333,473		6.50	%
Tier 1 capital (to adjusted total assets)	642,336		8.70	%	295,163		4.00	%	368,954		5.00	%

- 46 -

Index

At March 31, 2022

Actual

For Capital
Adequacy Purposes

To Be Well Capitalized
Under Prompt
Corrective Action
Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars in Thousands)
Total capital (to risk-weighted assets)
$
668,961

14.14

%
$
378,457

8.00

%
$
473,071

10.00

%
Tier 1 capital (to risk-weighted assets)

641,798

13.57

%

283,843

6.00

%

378,457

8.00

%
Common equity tier 1 capital (to risk-weighted assets)

641,798

13.57

%

212,882

4.50

%

307,496

6.50

%
Tier 1 capital (to adjusted total assets)

641,798

9.14

%

280,960

4.00

%

351,200

5.00

%

At June 30, 2021

Actual

For Capital
Adequacy Purposes

To Be Well Capitalized
Under Prompt
Corrective Action
Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars in Thousands)
Total capital (to risk-weighted assets)
$
761,883

17.22

%
$
353,970

8.00

%
$
442,462

10.00

%
Tier 1 capital (to risk-weighted assets)

726,737

16.42

%

265,477

6.00

%

353,970

8.00

%
Common equity tier 1 capital (to risk-weighted assets)

726,737

16.42

%

199,108

4.50

%

287,600

6.50

%
Tier 1 capital (to adjusted total assets)

726,737

10.23

%

284,114

4.00

%

355,142

5.00

%

The following table sets forth the Company’s capital position at March 31, ~~2022~~2023 and June 30, ~~2021,~~2022, as compared to the minimum regulatory capital requirements that were in effect as of those dates:

At March 31, 2022

Actual

For Capital
Adequacy Purposes

Amount

Ratio

Amount

Ratio

(Dollars in Thousands)
Total capital (to risk-weighted assets)
$
802,929

16.97

%
$
378,574

8.00

%
Tier 1 capital (to risk-weighted assets)

775,766

16.39

%

283,931

6.00

%
Common equity tier 1 capital (to risk-weighted assets)

775,766

16.39

%

212,948

4.50

%
Tier 1 capital (to adjusted total assets)

775,766

11.04

%

281,055

4.00

%

At June 30, 2021

Actual

For Capital
Adequacy Purposes

Amount

Ratio

Amount

Ratio

(Dollars in Thousands)
Total capital (to risk-weighted assets)
$
872,823

19.65

%
$
355,274

8.00

%
Tier 1 capital (to risk-weighted assets)

837,677

18.86

%

266,456

6.00

%
Common equity tier 1 capital (to risk-weighted assets)

837,677

18.86

%

199,842

4.50

%
Tier 1 capital (to adjusted total assets)

837,677

11.76

%

284,877

4.00

%


	At March 31, 2023
	Actual				For Capital Adequacy Purposes
	Amount		Ratio		Amount		Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)	$	771,355	14.02	%	$	440,077	8.00	%
Tier 1 capital (to risk-weighted assets)	735,445		13.37	%	330,058		6.00	%
Common equity tier 1 capital (to risk-weighted assets)	735,445		13.37	%	247,543		4.50	%
Tier 1 capital (to adjusted total assets)	735,445		8.96	%	328,278		4.00	%


	At June 30, 2022
	Actual				For Capital Adequacy Purposes
	Amount		Ratio		Amount		Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)	$	778,253	15.17	%	$	410,515	8.00	%
Tier 1 capital (to risk-weighted assets)	748,315		14.58	%	307,886		6.00	%
Common equity tier 1 capital (to risk-weighted assets)	748,315		14.58	%	230,914		4.50	%
Tier 1 capital (to adjusted total assets)	748,315		10.14	%	295,290		4.00	%

In March 2020, the federal banking agencies announced an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss method, followed by a three-year transition period established in the previous rule (five-year transition option). We have adopted the capital transition relief over the permissible five-year period.

~~- 49 -~~

The two-year delay ended for us as of June 30, 2022 and we then began the three-year transition period.

Off-Balance Sheet Arrangements

In the normal course of our business of investing in loans and securities we are a party to financial instruments with off-balance-sheet risk. These financial instruments include significant purchase commitments, such as commitments related to capital expenditure plans and commitments to extend credit to meet the financing needs of our customers. We had no significant off-balance sheet commitments for capital expenditures as of March 31, ~~2022.~~

2023.

Recent Accounting Pronouncements

For a discussion of the expected impact of recently issued accounting pronouncements that we have yet to adopt, please refer to Note 3 to the unaudited consolidated financial statements.

- 5047 -

Index

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The majority of our assets and liabilities are sensitive to changes in interest rates and as such, interest rate risk is a significant form of market risk that we must manage. Interest rate risk is generally defined in regulatory nomenclature as the risk to earnings or capital arising from the movement of interest rates and arises from several risk factors including re-pricing risk, basis risk, yield curve risk and option risk. We maintain an Asset/Liability Management (“ALM”) program in order manage our interest rate risk. The program is overseen by the Board of Directors through its Interest Rate Risk Management Committee which has assigned the responsibility for the operational aspects of the ALM program to our Asset/Liability Management Committee (“ALCO”), which is comprised of various members of the senior and executive management team.

The quantitative analysis that we conduct measures interest rate risk from both a capital and earnings perspective. With regard to earnings, movements in interest rates and the shape of the yield curve significantly influence the amount of net interest income (“NII”) that we recognize. Movements in market interest rates, and the effect of such movements on the risk factors noted above, significantly influence the spread between the interest earned on our interest-earning assets and the interest paid on our interest-bearing liabilities. Our internal interest rate risk analysis calculates the sensitivity of our projected NII over a one year period utilizing a static balance sheet assumption through which incoming and outgoing asset and liability cash flows are reinvested into similar instruments. Product pricing and earning asset prepayment speeds are appropriately adjusted for each rate scenario.

With regard to capital, our internal interest rate risk analysis calculates the sensitivity of our Economic Value of Equity (“EVE”) to movements in interest rates. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet instruments. EVE attempts to quantify our economic value using a discounted cash flow methodology. The degree to which our EVE changes for any hypothetical interest rate scenario from its base case measurement is a reflection of our sensitivity to interest rate risk.

For both earnings and capital at risk, our interest rate risk analysis calculates a base case scenario that assumes no change in interest rates. The model then measures changes throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve up and down 100, 200 and 300 basis points with additional scenarios modeled where appropriate. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. The ~~relatively low~~ level of interest rates prevalent at ~~March 31, 2022 and~~ June 30, ~~2021~~2022 precluded the modeling of certain falling rate scenarios.

The following tables present the results of our internal EVE and NII analyses as of March 31, ~~2022~~2023 and June 30, ~~2021,~~2022, respectively:

March 31, 2022

1 to 12 Months

13 to 24 Months
Change in
Interest Rates

$ Amount
of EVE

% Change
in EVE

$ Amount
of NII

% Change
in NII

$ Amount
of NII

% Change
in NII

(Dollars in Thousands)
+300 bps

1,139,213

(11.91
)
%

182,874

(10.70
)
%

216,395

3.42

%
+200 bps

1,191,919

(7.84
)
%

189,586

(7.43
)
%

213,631

2.10

%
+100 bps

1,261,373

(2.47
)
%

199,005

(2.83
)
%

213,632

2.10

%
0 bps

1,293,258

-

204,792

-

209,236

-

-100 bps

1,244,971

(3.73
)
%

196,007

(4.29
)
%

190,088

(9.15
)
%

June 30, 2021

1 to 12 Months

13 to 24 Months
Change in
Interest Rates

$ Amount
of EVE

% Change
in EVE

$ Amount
of NII

% Change
in NII

$ Amount
of NII

% Change
in NII

(Dollars in Thousands)
+300 bps

1,083,847

(8.82
)
%

175,830

(8.38
)
%

196,307

4.11

%
+200 bps

1,132,915

(4.69
)
%

182,089

(5.12
)
%

195,756

3.82

%
+100 bps

1,176,890

(0.99
)
%

187,961

(2.06
)
%

194,543

3.17

%
0 bps

1,188,656

-

191,908

-

188,559

-

-100 bps

1,071,463

(9.86
)
%

181,645

(5.35
)
%

169,447

(10.14
)
%

At March 31, 2022, our interest rate risk analysis was impacted by $310.0 million of overnight borrowings, compared to $20.0 million of overnight borrowings at June 30, 2021. This increased level of overnight borrowings resulted in a relatively greater level of interest rate sensitivity in the rising rate shock scenarios and does not reflect any future actions we may take to replace or extend the maturity of these borrowings.


	March 31, 2023
					1 to 12 Months				13 to 24 Months
Change in Interest Rates	EVE		% Change in EVE		NII		% Change in NII		NII		% Change in NII
	(Dollars in Thousands)
+300 bps	$	645,799	(25.39)	%	$	159,548	(6.53)	%	$	173,697	(4.53)	%
+200 bps	706,618		(18.37)	%	162,155		(5.00)	%	173,607		(4.58)	%
+100 bps	801,553		(7.40)	%	167,108		(2.10)	%	179,522		(1.33)	%
0 bps	865,599		—		170,693		—		181,948		—
-100 bps	895,015		3.40	%	170,696		—	%	179,286		(1.46)	%
-200 bps	884,083		2.14	%	168,202		(1.46)	%	171,489		(5.75)	%
-300 bps	893,968		3.28	%	165,561		(3.01)	%	160,503		(11.79)	%


	June 30, 2022
					1 to 12 Months				13 to 24 Months
Change in Interest Rates	EVE		% Change in EVE		NII		% Change in NII		NII		% Change in NII
	(Dollars in Thousands)
+300 bps	$	1,089,795	(15.37)	%	$	178,865	(13.62)	%	$	214,839	(1.68)	%
+200 bps	1,156,219		(10.21)	%	187,601		(9.40)	%	215,528		(1.36)	%
+100 bps	1,239,935		(3.71)	%	198,126		(4.32)	%	219,594		0.50	%
0 bps	1,287,700		—		207,069		—		218,501		—
-100 bps	1,272,203		(1.20)	%	205,241		(0.88)	%	204,568		(6.38)	%

- 5148 -

Index

There are numerous internal and external factors that may contribute to changes in our EVE and its sensitivity. Changes in the composition and allocation of our balance sheet, or utilization of off-balance sheet instruments such as derivatives, can significantly alter the exposure to interest rate risk as quantified by the changes in the EVE sensitivity measures. Changes to certain external factors, most notably changes in the level of market interest rates and overall shape of the yield curve, can also alter the projected cash flows of our interest-earning assets and interest-costing liabilities and the associated present values thereof.

Notwithstanding the rate change scenarios presented in the EVE and NII-based analyses above, future interest rates and their effect on net interest income are not predictable. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments and deposit run-offs and should not be relied upon as indicative of actual results. Certain shortcomings are inherent in this type of computation. Although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react at different times and in different degrees to changes in market interest rates. The interest rate on certain types of assets and liabilities, such as demand deposits and savings accounts, may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, generally have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayments and early withdrawal levels could deviate significantly from those assumed in the analyses set forth above. Additionally, an increase in credit risk may result as the ability of borrowers to service their debt may decrease in the event of an interest rate increase.

ITEM 4.

CONTROLS AND PROCEDURES

As of the end of the period covered by this Report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended March 31, ~~2022,~~2023, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 5249 -

Index

PART II

ITEM 1. Legal Proceedings

At March 31, ~~2022,~~2023, neither the Company nor the Bank were involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition of the Company and the Bank.

ITEM 1A. Risk Factors

~~There have been no material changes~~

In addition to the ~~Risk Factors~~other information contained in this Quarterly Report on Form 10-Q, the following risk factors represent a material update and addition to the risk factors previously disclosed ~~under Item 1A of the Company’s~~in our Annual Report on Form ~~10-K~~10- K for the year ended June 30, ~~2021, previously~~2022, as filed with the Securities and Exchange Commission. To the extent that any of the information contained in this Quarterly Report on Form 10-Q constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of us.

Our stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions. Further, if we were unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, which have come under greater scrutiny in light of recent bank failures, it may have a material adverse effect on our financial condition and results of operations.

On March 9, 2023, Silvergate Bank, La Jolla, California, announced its decision to voluntarily liquidate its assets and wind down operations. On March 10, 2023, Silicon Valley Bank, Santa Clara, California, was closed by the California Department of Financial Protection and Innovation (the “DFPI”), on March 12, 2023, Signature Bank, New York, New York, was closed by the New York State Department of Financial Services and on May 1, 2023, First Republic Bank, San Francisco, California, was closed by the DFPI, and in each case the FDIC was appointed receiver for the failed institution. These banks had elevated levels of uninsured deposits, which may be less likely to remain at the bank over time and less stable as a source of funding than insured deposits. These failures led to volatility and declines in the market for bank stocks and questions about depositor confidence in depository institutions.

These events have led to a greater focus by institutions, investors and regulators on the on-balance sheet liquidity of and funding sources for financial institutions, the composition of its deposits, including the amount of uninsured deposits, the amount of accumulated other comprehensive loss, capital levels and interest rate risk management.

If we are unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, it may have a material adverse effect on our financial condition and results of operations. We must maintain sufficient funds to respond to the needs of depositors and borrowers. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also receive funds from loan repayments, investment maturities and income on other interest-earning assets. While we emphasize the generation of low-cost core deposits as a source of funding, there is strong competition for such deposits in our market area. Additionally, deposit balances can decrease if customers perceive alternative investments as providing a better risk/return tradeoff. Accordingly, as a part of our liquidity management, we must use a number of funding sources in addition to deposits and repayments and maturities of loans and investments, which may include Federal Home Loan Bank of New York advances, federal funds purchased and brokered certificates of deposit. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources.

Any decline in available funding could adversely impact our ability to originate loans, invest in securities, pay our expenses, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

A lack of liquidity could also attract increased regulatory scrutiny and potential restraints imposed on us by regulators. Depending on the capitalization status and regulatory treatment of depository institutions, including whether an institution is subject to a supervisory prompt corrective action directive, certain additional regulatory restrictions and prohibitions may apply, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits.

- 50 -

Index

Our financial flexibility would be severely constrained if we were unable to maintain our access to funding or if adequate financing were not available at acceptable interest rates. Further, if we were required to rely more heavily on more expensive funding sources to support liquidity, our revenues may not increase proportionately to cover our increased costs. In this case, our operating margins and profitability would be adversely affected. If alternative funding sources were no longer available to us, we may need to sell a portion of our investment and/or loan portfolio to raise funds, which, depending upon market conditions, could result in us realizing a loss on the sale of such assets. As of March 31, 2023, we had a net unrealized loss of $141.1 million on our available-for-sale investment securities portfolio as a result of the rising interest rate environment. Our investment securities totaled $1.42 billion, or 17.0% of total assets, at March 31, 2023. The details of this portfolio are included in Note 4 to the unaudited consolidated financial statements.

The failure to address the federal debt ceiling in a timely manner, downgrades of the U.S. credit rating and uncertain credit and financial market conditions may affect the stability of securities issued or guaranteed by the federal government, which may affect the valuation or liquidity of our investment securities portfolio and increase future borrowing costs.

As a result of uncertain political, credit and financial market conditions, including the potential consequences of the federal government defaulting on its obligations for a period of time due to federal debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose credit default and liquidity risks. Given that future deterioration in the U.S. credit and financial markets is a possibility, no assurance can be made that losses or significant deterioration in the fair value of our U.S. government issued or guaranteed investments will not occur. At March 31, 2023, we had $732.7 million of mortgage-backed securities issued or guaranteed by government-sponsored enterprises. Downgrades to the U.S. credit rating could affect the stability of securities issued or guaranteed by the federal government and the valuation or liquidity of our portfolio of such investment securities, and could result in our counterparties requiring additional collateral for our borrowings. Further, unless and until U.S. political, credit and financial market conditions have been sufficiently resolved or stabilized, it may increase our future borrowing costs.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities:

The following table reports information regarding repurchases of the Company’s common stock during the quarter ended March 31, ~~2022:~~

Period

Total Number
of Shares
Purchased

Average Price
Paid per Share

Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs

Maximum
Number of Shares
that May Yet Be
Purchased Under
the Plans or
Programs

January 1-31, 2022

599,585

$
13.49

599,585

4,499,760

February 1-28, 2022

751,431

$
13.37

751,431

3,748,329

March 1-31, 2022

668,609

$
13.21

668,609

3,079,720

Total

2,019,625

$
13.35

2,019,625

3,079,720

2023:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1-31, 2023	—	$	—	—	3,015,539
February 1-28, 2023	143,357	$	9.95	143,357	2,872,182
March 1-31, 2023	554,929	$	9.38	554,929	2,317,253

Total	698,286	$	9.50	698,286	2,317,253

On ~~September 22, 2021,~~August 1, 2022, the Company announced the authorization of a new stock repurchase plan to repurchase up to ~~7,602,021 shares, or 10% of the shares then outstanding.~~4,000,000 shares. This current plan has no expiration date.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

- 5351 -

Index

ITEM 6. Exhibits

The following Exhibits are filed as part of this report:


3.1		Articles of Incorporation of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
3.2		Bylaws of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
4		Form of Common Stock Certificate of Kearny Financial Corp. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-198602), originally filed on September 5, 2014)
~~10.1~~	~~Kearny Bank Amended and Restated Change in Control Severance Pay Plan~~
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from the Company’s Form 10-Q for the quarter ended March 31, ~~2022,~~2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
101.INS		Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

- 5452 -

Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		KEARNY FINANCIAL CORP.

		~~KEARNY FINANCIAL CORP.~~

Date: May ~~6, 2022~~5, 2023	By:		~~/s/~~/s/ Craig L. Montanaro
				Craig L. Montanaro
				President and Chief Executive Officer
				~~(Principal~~(Principal Executive Officer)

Date: May ~~6, 2022~~5, 2023		By:		~~/s/~~/s/ Keith Suchodolski
				Keith Suchodolski
				Senior Executive Vice President and Chief Financial Officer
				~~(Principal~~(Principal Financial and Accounting Officer)

- 5553 -


	March 31,			June 30,
	2022			2021
	(Unaudited)
Assets
Cash and amounts due from depository institutions	$	22,864		$	21,463
Interest-bearing deposits in other banks		39,515			46,392
Cash and cash equivalents		62,379			67,855
Investment securities available for sale (amortized cost $1,590,074 and $1,666,853, respectively), net of allowance for credit losses of $0 at March 31, 2022 and June 30, 2021		1,526,086			1,676,864
Investment securities held to maturity (fair value $117,017 and $39,610, respectively), net of allowance for credit losses of $0 at March 31, 2022 and June 30, 2021		121,853			38,138
Loans held-for-sale		2,822			16,492
Loans receivable		5,003,201			4,851,394
Less: allowance for credit losses on loans		(43,860	)		(58,165	)
Net loans receivable		4,959,341			4,793,229
Premises and equipment		53,727			56,338
Federal Home Loan Bank (“FHLB”) of New York stock		30,997			36,615
Accrued interest receivable		19,517			19,362
Goodwill		210,895			210,895
Core deposit intangibles		3,166			3,705
Bank owned life insurance		287,644			283,310
Deferred income tax assets, net		34,349			29,323
Other real estate owned		401			178
Other assets		76,714			51,431
Total Assets	$	7,389,891		$	7,283,735

Liabilities and Stockholders' Equity
Liabilities
Deposits:
Non-interest-bearing	$	621,954		$	593,718
Interest-bearing		4,906,708			4,891,588
Total deposits		5,528,662			5,485,306
Borrowings		851,220			685,876
Advance payments by borrowers for taxes		16,979			15,752
Other liabilities		37,861			53,857
Total Liabilities		6,434,722			6,240,791

Stockholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized; NaN issued and outstanding		0			0
Common stock, $0.01 par value; 800,000,000 shares authorized; 71,424,469 shares and 78,964,859 shares issued and outstanding, respectively		714			790
Paid-in capital		561,176			654,396
Retained earnings		441,522			408,367
Unearned employee stock ownership plan shares; 2,609,069 shares and 2,759,594 shares, respectively		(25,294	)		(26,753	)
Accumulated other comprehensive (loss) income		(22,949	)		6,144
Total Stockholders' Equity		955,169			1,042,944
Total Liabilities and Stockholders' Equity	$	7,389,891		$	7,283,735


	March 31, 2023		June 30, 2022
	(Unaudited)
Assets
Cash and amounts due from depository institutions	$	18,520	$	26,094
Interest-bearing deposits in other banks	176,048		75,521
Cash and cash equivalents	194,568		101,615
Investment securities available for sale (amortized cost of $1,408,194 and $1,462,124, respectively)	1,267,066		1,344,093
Investment securities held to maturity (fair value of $136,125 and $108,118, respectively)	149,764		118,291
Loans held-for-sale	5,401		28,874
Loans receivable	5,966,325		5,417,845
Less: allowance for credit losses on loans	(49,122)		(47,058)
Net loans receivable	5,917,203		5,370,787
Premises and equipment	49,589		53,281
Federal Home Loan Bank (“FHLB”) of New York stock	76,319		47,144
Accrued interest receivable	28,794		20,466
Goodwill	210,895		210,895
Core deposit intangibles	2,590		3,020
Bank owned life insurance	291,220		289,177
Deferred income tax assets, net	53,151		49,350
Other real estate owned	13,410		178
Other assets	89,366		82,712
Total Assets	$	8,349,336	$	7,719,883

Liabilities and Stockholders' Equity
Liabilities
Deposits:
Non-interest-bearing	$	617,778	$	653,899
Interest-bearing	5,185,626		5,208,357
Total deposits	5,803,404		5,862,256
Borrowings	1,611,692		901,337
Advance payments by borrowers for taxes	18,706		16,746
Other liabilities	49,304		45,544
Total Liabilities	7,483,106		6,825,883

Stockholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized; none issued and outstanding	—		—
Common stock, $0.01 par value; 800,000,000 shares authorized; 66,679,988 shares and 68,666,323 shares issued and outstanding, respectively	667		687
Paid-in capital	509,359		528,396
Retained earnings	452,605		445,451
Unearned employee stock ownership plan shares; 2,408,373 shares and 2,558,895 shares, respectively	(23,348)		(24,807)
Accumulated other comprehensive loss	(73,053)		(55,727)
Total Stockholders' Equity	866,230		894,000
Total Liabilities and Stockholders' Equity	$	8,349,336	$	7,719,883


	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2022			2021			2022			2021
Net Income	$	17,693		$	16,423		$	56,177		$	44,750
Other Comprehensive (Loss) Income, net of tax:
Net unrealized loss on securities available for sale		(41,922	)		(15,671	)		(52,354	)		(14,379	)
Net realized gain on sale and call of securities available for sale		(2	)		(13	)		(3	)		(319	)
Fair value adjustments on derivatives		17,387			10,574			23,227			14,750
Benefit plan adjustments		14			14			37			48
Total Other Comprehensive (Loss) Income		(24,523	)		(5,096	)		(29,093	)		100
Total Comprehensive (Loss) Income	$	(6,830	)	$	11,327		$	27,084		$	44,850


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Net Income	$	10,312	$	17,693	$	28,798	$	56,177
Other Comprehensive Income (Loss), net of tax:
Net unrealized gain (loss) on securities available for sale	6,903		(41,922)		(27,299)		(52,354)
Net realized (gain) loss on sale and call of securities available for sale	—		(2)		10,811		(3)
Fair value adjustments on derivatives	(10,931)		17,387		(806)		23,227
Benefit plan adjustments	(4)		14		(32)		37
Total Other Comprehensive Loss	(4,032)		(24,523)		(17,326)		(29,093)
Total Comprehensive Income (Loss)	$	6,280	$	(6,830)	$	11,472	$	27,084


☒x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


					Page Number
PART I—FINANCIAL INFORMATION

Item 1.		Financial Statements

		Consolidated Statements of Financial Condition at March 31, ~~2022~~2023 (Unaudited) and June 30, ~~2021~~2022	1		1

		Consolidated Statements of Income for the Three ~~Months~~ and Nine Months Ended March 31, ~~2022~~2023 and March 31, ~~2021~~2022 (Unaudited)	2		2

		Consolidated Statements of Comprehensive Income (Loss) for the Three ~~Months~~ and Nine Months Ended March 31, ~~2022~~2023 and March 31, ~~2021~~2022 (Unaudited)	3		3

		Consolidated Statements of Changes in Stockholders’ Equity for the Three ~~Months~~ and Nine Months Ended March 31, ~~2022~~2023 and March 31, ~~2021~~2022 (Unaudited)	4		4

		Consolidated Statements of Cash Flows for the Nine Months Ended March 31, ~~2022~~2023 and March 31, ~~2021~~2022 (Unaudited)	6		6

		Notes to Consolidated Financial Statements (Unaudited)	8		8

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	38		39

Item 3.		Quantitative and Qualitative Disclosure About Market Risk	48		51

Item 4.		Controls and Procedures	49		52

PART II—OTHER INFORMATION

Item 1.		Legal Proceedings	50		53

Item 1A.		Risk Factors	50		53

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	51		53

Item 3.		Defaults Upon Senior Securities	51		53

Item 4.		Mine Safety Disclosures	51		53

Item 5.		Other Information	51		53

Item 6.	Exhibits	~~Exhibits~~52			54

SIGNATURES		53		55


	Common Stock			Paid-In Capital		Retained Earnings		Unearned ESOP Shares		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Amount
Balance - December 31, 2021	73,453	$	735	$	587,392	$	431,549	$	(25,780)	$	1,574	$	995,470
Net income	—	—		—		17,693		—		—		17,693
Other comprehensive loss, net of income tax	—	—		—		—		—		(24,523)		(24,523)
ESOP shares committed to be released (51 shares)	—	—		180		—		486		—		666

Stock repurchases	(2,020)	(21)		(26,948)		—		—		—		(26,969)
Stock-based compensation expense	—	—		676		—		—		—		676
Cancellation of shares issued for restricted stock awards	(9)	—		(124)		—		—		—		(124)
Cash dividends declared ($0.11 per common share)	—	—		—		(7,720)		—		—		(7,720)
Balance - March 31, 2022	71,424	$	714	$	561,176	$	441,522	$	(25,294)	$	(22,949)	$	955,169


	Common Stock						Paid-In			Retained			Unearned ESOP			Accumulated Other Comprehensive
	Shares			Amount			Capital			Earnings			Shares			Income			Total
Balance - December 31, 2020		84,938		$	849		$	724,389		$	388,376		$	(27,726	)	$	6,453		$	1,092,341

Net income		-			-			-			16,423			-			-			16,423
Other comprehensive loss, net of income tax		-			-			-			-			-			(5,096	)		(5,096	)
ESOP shares committed to be released (50 shares)		-			-			87			-			487			-			574
Stock option exercise		41			-			373			-			-			-			373
Share repurchases		(3,026	)		(29	)		(34,834	)		-			-			-			(34,863	)
Stock-based compensation expense		-			-			1,379			-			-			-			1,379
Cancellation of shares issued for restricted stock awards		(10	)		-			(114	)		-			-			-			(114	)
Cash dividends declared ($0.09 per common share)		-			-			-			(7,205	)		-			-			(7,205	)
Balance - March 31, 2021		81,943		$	820		$	691,280		$	397,594		$	(27,239	)	$	1,357		$	1,063,812


	March 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
	(In Thousands)
Available for sale:
Debt securities:
Obligations of state and political subdivisions	$	30,973	$	118	$	13	$	-	$	31,078
Asset-backed securities		230,997		375		1,788		-		229,584
Collateralized loan obligations		313,651		11		2,042		-		311,620
Corporate bonds		154,922		1,193		2,620		-		153,495
Total debt securities		730,543		1,697		6,463		-		725,777

Mortgage-backed securities:
Collateralized mortgage obligations (1)		8,265		1		270		-		7,996
Residential pass-through securities (1)		617,387		332		47,569		-		570,150
Commercial pass-through securities (1)		233,879		249		11,965		-		222,163
Total mortgage-backed securities		859,531		582		59,804		-		800,309

Total securities available for sale	$	1,590,074	$	2,279	$	66,267	$	-	$	1,526,086


	June 30, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
	(In Thousands)
Available for sale:
Debt securities:
Obligations of state and political subdivisions	$	33,800	$	803	$	-	$	-	$	34,603
Asset-backed securities		240,217		2,835		63		-		242,989
Collateralized loan obligations		189,873		177		170		-		189,880
Corporate bonds		155,622		2,802		73		-		158,351
Total debt securities		619,512		6,617		306		-		625,823

Mortgage-backed securities:
Collateralized mortgage obligations (1)		13,420		319		0		-		13,739
Residential pass-through securities (1)		744,196		7,443		7,148		-		744,491
Commercial pass-through securities (1)		289,725		5,738		2,652		-		292,811
Total mortgage-backed securities		1,047,341		13,500		9,800		-		1,051,041

Total securities available for sale	$	1,666,853	$	20,117	$	10,106	$	-	$	1,676,864


	March 31, 2023
	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Allowance for Credit Losses		Fair Value
	(In Thousands)
Held to maturity:
Debt securities:
Obligations of state and political subdivisions	$	16,666	$	10	$	130	$	—	$	16,546
Total debt securities	16,666		10		130		—		16,546

Mortgage-backed securities:
Residential pass-through securities (1)	120,841		114		11,642		—		109,313
Commercial pass-through securities (1)	12,257		—		1,991		—		10,266
Total mortgage-backed securities	133,098		114		13,633		—		119,579

Total securities held to maturity	$	149,764	$	124	$	13,763	$	—	$	136,125


	March 31, 2023
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Securities	Fair Value		Unrealized Losses
	(Dollars in Thousands)
Securities Available for Sale:

Asset-backed securities	$	22,203	$	289	$	104,001	$	2,296	14	$	126,204	$	2,585
Collateralized loan obligations	33,732		381		277,809		6,119		25	311,541		6,500
Corporate bonds	38,792		1,695		103,662		15,569		31	142,454		17,264

Commercial pass-through securities	17,754		107		81,590		17,251		10	99,344		17,358
Residential pass-through securities	10,682		546		439,817		97,774		106	450,499		98,320
Total	$	123,163	$	3,018	$	1,006,879	$	139,009	186	$	1,130,042	$	142,027


	Payment Status
	March 31, 2022
	30-59 Days		60-89 Days		90 Days and Over		Total Past Due		Current		Total
	(In Thousands)
Multi-family mortgage	$	-	$	-	$	28,197	$	28,197	$	2,047,806	$	2,076,003
Nonresidential mortgage		2,101		-		25,283		27,384		1,058,604		1,085,988
Commercial business		-		64		281		345		169,206		169,551
Construction		-		-		-		-		121,137		121,137
One- to four-family residential mortgage		3,410		520		2,968		6,898		1,521,082		1,527,980
Home equity loans		25		4		59		88		41,413		41,501
Other consumer		-		-		-		-		2,755		2,755
Total loans	$	5,536	$	588	$	56,788	$	62,912	$	4,962,003	$	5,024,915


	Performance Status
	March 31, 2022
	90 Days and Over Past Due Accruing		Nonaccrual Loans with Allowance for Credit Losses		Nonaccrual Loans with no Allowance for Credit Losses		Total Nonperforming		Performing		Total
	(In Thousands)
Multi-family mortgage	$	-	$	11,369	$	28,646	$	40,015	$	2,035,988	$	2,076,003
Nonresidential mortgage		-		3,667		24,523		28,190		1,057,798		1,085,988
Commercial business		-		63		430		493		169,058		169,551
Construction		-		-		1,791		1,791		119,346		121,137
One- to four-family residential mortgage		-		4,376		4,241		8,617		1,519,363		1,527,980
Home equity loans		-		313		1,176		1,489		40,012		41,501
Other consumer		-		-		-		-		2,755		2,755
Total loans	$	-	$	19,788	$	60,807	$	80,595	$	4,944,320	$	5,024,915


	Three Months Ended March 31, 2021						Nine Months Ended March 31, 2021
	# of Loans		Pre- modification Recorded Investment		Post- modification Recorded Investment		# of Loans		Pre- modification Recorded Investment		Post- modification Recorded Investment
	(Dollars In Thousands)
One- to four-family residential mortgage		-	$	-	$	-		1	$	309	$	308
Home equity loans		1		24		24		1		24		24
Total		1	$	24	$	24		2	$	333	$	332


	Term Loans by Origination Year for Fiscal Years ended June 30,
	2021		2020		2019		2018		2017		Prior		Revolving Loans		Total
	(In Thousands)
Multi-family mortgage:
Pass	$	281,402	$	257,970	$	374,871	$	341,304	$	343,370	$	374,909	$	-	$	1,973,826
Special Mention		-		-		26,974		5,079		4,834		1,054		-		37,941
Substandard		-		-		-		2,896		13,198		11,399		-		27,493
Doubtful		-		-		-		-		-		-		-		-
Total multi-family mortgage		281,402		257,970		401,845		349,279		361,402		387,362		-		2,039,260
Nonresidential mortgage:
Pass		99,602		77,146		56,435		64,616		254,940		441,696		6,150		1,000,585
Special Mention		-		-		23,520		4,146		8,801		4,513		-		40,980
Substandard		743		-		-		4,934		20,602		11,600		-		37,879
Doubtful		-		-		-		-		-		-		-		-
Total nonresidential mortgage		100,345		77,146		79,955		73,696		284,343		457,809		6,150		1,079,444
Commercial business:
Pass		44,514		18,988		4,701		12,654		3,322		12,892		65,657		162,728
Special Mention		-		-		-		2,304		945		12		461		3,722
Substandard		41		76		160		1,474		132		189		-		2,072
Doubtful		-		-		-		-		-		420		9		429
Total commercial business		44,555		19,064		4,861		16,432		4,399		13,513		66,127		168,951
Construction loans:
Pass		40,332		17,404		11,203		13,860		1,641		1,382		5,735		91,557
Special Mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		2,247		-		2,247
Doubtful		-		-		-		-		-		-		-		-
Total construction loans		40,332		17,404		11,203		13,860		1,641		3,629		5,735		93,804
Residential mortgage:
Pass		560,543		124,606		69,917		74,754		119,238		472,587		375		1,422,020
Special Mention		-		-		1,233		-		-		712		-		1,945
Substandard		-		1,040		671		511		1,468		20,066		-		23,756
Doubtful		-		-		-		-		-		-		-		-
Total residential mortgage		560,543		125,646		71,821		75,265		120,706		493,365		375		1,447,721
Home equity loans:
Pass		834		2,508		4,585		2,778		2,241		7,798		24,788		45,532
Special Mention		-		-		-		-		-		393		-		393
Substandard		-		-		-		-		11		1,935		-		1,946
Doubtful		-		-		-		-		-		-		-		-
Total home equity loans		834		2,508		4,585		2,778		2,252		10,126		24,788		47,871
Other consumer loans
Pass		550		517		633		256		127		1,044		44		3,171
Special Mention		-		-		-		-		-		-		-		-
Substandard		-		-		-		-		-		-		1		1
Doubtful		-		-		-		-		-		-		87		87
Other consumer loans		550		517		633		256	��	127		1,044		132		3,259
Total loans	$	1,028,561	$	500,255	$	574,903	$	531,566	$	774,870	$	1,366,848	$	103,307	$	4,880,310


	Allowance for Credit Losses
	March 31, 2022
	Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total allowance for credit losses
	(In Thousands)
Multi-family mortgage	$	0	$	0	$	1,083	$	23,144	$	24,227
Nonresidential mortgage		0		363		119		8,557		9,039
Commercial business		0		11		6		1,708		1,725
Construction		0		0		0		1,274		1,274
One- to four-family residential mortgage		0		242		278		6,758		7,278
Home equity loans		22		0		0		214		236
Other consumer		0		0		0		81		81
Total loans	$	22	$	616	$	1,486	$	41,736	$	43,860


	Balance of Loans Receivable
	March 31, 2022
	Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total loans
	(In Thousands)
Multi-family mortgage	$	0	$	0	$	40,015	$	2,035,988	$	2,076,003
Nonresidential mortgage		381		13,179		29,911		1,042,517		1,085,988
Commercial business		176		1,267		317		167,791		169,551
Construction		0		5,735		1,791		113,611		121,137
One- to four-family residential mortgage		230		6,666		8,386		1,512,698		1,527,980
Home equity loans		342		60		1,147		39,952		41,501
Other consumer		0		0		0		2,755		2,755
Total loans	$	1,129	$	26,907	$	81,567	$	4,915,312	$	5,024,915
Unaccreted yield adjustments										(21,714	)
Loans receivable, net of yield adjustments									$	5,003,201


	Allowance for Credit Losses March 31, 2023
	Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total allowance for credit losses
	(In Thousands)
Multi-family mortgage	$	—	$	—	$	266	$	26,906	$	27,172
Nonresidential mortgage	—		74		2,166		6,004		8,244
Commercial business	—		4		18		1,707		1,729
Construction	—		—		—		1,316		1,316
One- to four-family residential mortgage	—		165		57		10,043		10,265
Home equity loans	—		—		—		327		327
Other consumer	—		—		—		69		69
Total loans	$	—	$	243	$	2,507	$	46,372	$	49,122


	Balance of Loans Receivable March 31, 2023
	Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total loans
	(In Thousands)
Multi-family mortgage	$	—	$	—	$	20,074	$	2,815,778	$	2,835,852
Nonresidential mortgage	338		3,629		17,284		981,392		1,002,643
Commercial business	—		3,964		271		157,803		162,038
Construction	—		5,735		—		209,789		215,524
One- to four-family residential mortgage	69		5,260		5,940		1,702,074		1,713,343
Home equity loans	25		53		25		44,273		44,376
Other consumer	—		—		—		2,592		2,592
Total loans	$	432	$	18,641	$	43,594	$	5,913,701	$	5,976,368
Unaccreted yield adjustments									(10,043)
Loans receivable, net of yield adjustments									$	5,966,325


	Allowance for Credit Losses June 30, 2022
	Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total allowance for credit losses
	(In Thousands)
Multi-family mortgage	$	—	$	—	$	849	$	24,472	$	25,321
Nonresidential mortgage	—		73		2,696		7,821		10,590
Commercial business	—		9		16		1,767		1,792
Construction	—		—		—		1,486		1,486
One- to four-family residential mortgage	—		229		148		7,163		7,540
Home equity loans	26		—		—		219		245
Other consumer	—		—		—		84		84
Total loans	$	26	$	311	$	3,709	$	43,012	$	47,058


	Balance of Loans Receivable June 30, 2022
	Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total loans
	(In Thousands)
Multi-family mortgage	$	—	$	—	$	26,653	$	2,382,437	$	2,409,090
Nonresidential mortgage	377		5,033		31,517		982,911		1,019,838
Commercial business	—		1,267		293		175,247		176,807
Construction	—		5,735		1,561		132,835		140,131
One- to four-family residential mortgage	87		6,460		8,402		1,630,867		1,645,816
Home equity loans	329		58		1,102		40,539		42,028
Other consumer	—		—		—		2,866		2,866
Total loans	$	793	$	18,553	$	69,528	$	5,347,702	$	5,436,576
Unaccreted yield adjustments									(18,731)
Loans receivable, net of yield adjustments									$	5,417,845


	Changes in the Allowance for Credit Losses Three Months Ended March 31, 2023
	Balance at December 31, 2022		Charge-offs		Recoveries		(Reversal of) provision for credit losses		Balance at March 31, 2023
	(In Thousands)
Multi-family mortgage	$	27,498	$	(4)	$	—	$	(322)	$	27,172
Nonresidential mortgage	8,593		(6)		—		(343)		8,244
Commercial business	1,819		(205)		7		108		1,729
Construction	1,201		—		—		115		1,316
One- to four-family residential mortgage	9,355		—		2		908		10,265
Home equity loans	339		—		—		(12)		327
Other consumer	72		—		—		(3)		69
Total loans	$	48,877	$	(215)	$	9	$	451	$	49,122


	Changes in the Allowance for Credit Losses
	Three Months Ended March 31, 2022
	Balance at December 31, 2021		Charge-offs			Recoveries		(Reversal of) provision for credit losses			Balance at March 31, 2022
	(In Thousands)
Multi-family mortgage	$	25,795	$	0		$	0	$	(1,568	)	$	24,227
Nonresidential mortgage		10,078		(441	)		0		(598	)		9,039
Commercial business		1,903		0			4		(182	)		1,725
Construction		1,441		0			0		(167	)		1,274
One- to four-family residential mortgage		8,601		0			0		(1,323	)		7,278
Home equity loans		308		0			0		(72	)		236
Other consumer		90		0			1		(10	)		81
Total loans	$	48,216	$	(441	)	$	5	$	(3,920	)	$	43,860


	Changes in the Allowance for Credit Losses
	Nine Months Ended March 31, 2022
	Balance at June 30, 2021		Charge-offs			Recoveries		(Reversal of) provision for credit losses			Balance at March 31, 2022
	(In Thousands)
Multi-family mortgage	$	28,450	$	(104	)	$	0	$	(4,119	)	$	24,227
Nonresidential mortgage		16,243		(2,538	)		0		(4,666	)		9,039
Commercial business		2,086		(175	)		105		(291	)		1,725
Construction		1,170		0			0		104			1,274
One- to four-family residential mortgage		9,747		0			147		(2,616	)		7,278
Home equity loans		433		0			1		(198	)		236
Other consumer		36		(2	)		1		46			81
Total loans	$	58,165	$	(2,819	)	$	254	$	(11,740	)	$	43,860


	Changes in the Allowance for Credit Losses Nine Months Ended March 31, 2023
	Balance at June 30, 2022		Charge-offs		Recoveries		Provision for (reversal of) credit losses		Balance at March 31, 2023
	(In Thousands)
Multi-family mortgage	$	25,321	$	(399)	$	—	$	2,250	$	27,172
Nonresidential mortgage	10,590		(21)		—		(2,325)		8,244
Commercial business	1,792		(338)		24		251		1,729
Construction	1,486		—		—		(170)		1,316
One- to four-family residential mortgage	7,540		—		2		2,723		10,265
Home equity loans	245		—		—		82		327
Other consumer	84		—		4		(19)		69
Total loans	$	47,058	$	(758)	$	30	$	2,792	$	49,122


	Changes in the Allowance for Credit Losses
	Three Months Ended March 31, 2021
	Balance at December 31, 2020		Charge-offs			Recoveries		(Reversal of) provision for credit losses			Balance at March 31, 2021
	(In Thousands)
Multi-family mortgage	$	29,500	$	-		$	-	$	(514	)	$	28,986
Nonresidential mortgage		15,933		(9	)		-		4,053			19,977
Commercial business		3,348		(738	)		2		(86	)		2,526
Construction		1,205		-			-		40			1,245
One- to four-family residential mortgage		12,625		-			2		(2,249	)		10,378
Home equity loans		725		-			-		(117	)		608
Other consumer		50		(9	)		2		(1	)		42
Total loans	$	63,386	$	(756	)	$	6	$	1,126		$	63,762


	Changes in the Allowance for Credit Losses
	Nine Months Ended March 31, 2021
	Balance at June 30, 2020 (prior to adoption of ASC 326):		Impact of adopting Topic 326			Charge-offs			Recoveries		Initial allowance on PCD loans		(Reversal of) provision for credit losses			Balance at March 31, 2021
	(In Thousands)
Multi-family mortgage	$	20,916	$	8,408		$	0		$	0	$	250	$	(588	)	$	28,986
Nonresidential mortgage		8,763		2,390			(75	)		0		1,720		7,179			19,977
Commercial business		1,926		(421	)		(802	)		7		1,007		809			2,526
Construction		236		80			0			0		99		830			1,245
One- to four-family residential mortgage		4,860		9,106			(13	)		2		720		(4,297	)		10,378
Home equity loans		568		92			(32	)		0		105		(125	)		608
Other consumer		58		(15	)		(22	)		9		0		12			42
Total loans	$	37,327	$	19,640		$	(944	)	$	18	$	3,901	$	3,820		$	63,762


	Changes in the Allowance for Credit Losses Nine Months Ended March 31, 2022
	Balance at June 30, 2021		Charge-offs		Recoveries		(Reversal of) provision for credit losses		Balance at March 31, 2022
	(In Thousands)
Multi-family mortgage	$	28,450	$	(104)	$	—	$	(4,119)	$	24,227
Nonresidential mortgage	16,243		(2,538)		—		(4,666)		9,039
Commercial business	2,086		(175)		105		(291)		1,725
Construction	1,170		—		—		104		1,274
One- to four-family residential mortgage	9,747		—		147		(2,616)		7,278
Home equity loans	433		—		1		(198)		236
Other consumer	36		(2)		1		46		81
Total loans	$	58,165	$	(2,819)	$	254	$	(11,740)	$	43,860


	March 31, 2022
	Asset Derivatives			Liability Derivatives
	Location	Fair Value		Location	Fair Value
	(In Thousands)
Derivatives designated as hedging instruments:
Interest rate contracts	Other assets	$	34,007	Other liabilities	$	0
Total		$	34,007		$	0


	March 31, 2023
	(In Thousands)
Loans receivable:
Carrying amount of the hedged assets(1)	$	500,653
Fair value hedging adjustment included in the carrying amount of the hedged assets	653


	March 31, 2022
								Gross Amounts Not Offset
	Gross Amount Recognized		Gross Amounts Offset			Net Amounts Presented		Financial Instruments		Cash Collateral Received		Net Amount
	(In Thousands)
Assets:
Interest rate contracts	$	34,158	$	(151	)	$	34,007	$	-	$	-	$	34,007
Total	$	34,158	$	(151	)	$	34,007	$	-	$	-	$	34,007

								Gross Amounts Not Offset
	Gross Amount Recognized		Gross Amounts Offset			Net Amounts Presented		Financial Instruments		Cash Collateral Posted		Net Amount
	(In Thousands)
Liabilities:
Interest rate contracts	$	151	$	(151	)	$	0	$	-	$	0	$	-
Total	$	151	$	(151	)	$	0	$	-	$	0	$	-


	Three Months Ended						Nine Months Ended						Affected Line Item in the Consolidated
	March 31,						March 31,						Statements of Income
	2022			2021			2022			2021
	(In Thousands)						(In Thousands)
Service cost	$	29		$	26		$	87		$	79		Salaries and employee benefits
Interest cost		67			66			205			197		Other expense
Amortization of unrecognized loss		20			20			60			62		Other expense
Expected return on assets		(27	)		(28	)		(83	)		(85	)	Other expense
Net periodic benefit cost	$	89		$	84		$	269		$	253

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

120 Passaic Ave., Fairfield,, New Jersey

(Address of principal executive offices)

(Zip Code)