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OCEANFIRST FINANCIAL CORP

For the period ended Jun 30, 2024. Filed Aug 1, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 1, 2024

OCFC$18.13-1.1%Stored close · as of Nov 6, 2026

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Notes to Unaudited Consolidated Financial Statements

Note 1. Basis of Presentation

The consolidated financial statements include the accounts of: OceanFirst Financial Corp. (the “Company”); its wholly-owned subsidiaries, OceanFirst Bank N.A. (the “Bank”) and OceanFirst Risk Management, Inc.; the Bank’s direct and indirect wholly-owned subsidiaries, OceanFirst REIT Holdings, Inc., OceanFirst Management Corp., OceanFirst Realty Corp., Casaba Real Estate Holdings Corporation, and Country Property Holdings, Inc; and a majority controlling interest in Trident Abstract Title Agency, LLC (“Trident”). All significant intercompany accounts and transactions have been eliminated in consolidation.

The interim consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results of operations that may be expected for the full year 2024 or any other period. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and the results of operations for the periods presented. Actual results could differ from these estimates.

Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Note 2. Earnings per Share

The following reconciles shares outstanding for basic and diluted earnings per share for the three and six months ended June 30, 2024 and 2023 (in thousands):

Three Months EndedJune 30,Six Months EndedJune 30,
2024202320242023
Weighted average shares outstanding58,66759,45158,93759,371
Less: Unallocated ESOP shares(173)(273)(181)(287)
Unallocated incentive award shares(138)(31)(267)(96)
Average basic shares outstanding58,35659,14758,48958,988
Add: Effect of dilutive securities:
Incentive awards16150
Average diluted shares outstanding58,35759,15358,49059,038

For the three and six months ended June 30, 2024, antidilutive stock options of 1,680,000 for both periods were excluded from the earnings per share calculation. For the three and six months ended June 30, 2023, antidilutive stock options of 1,986,000 and 1,540,000, respectively, were excluded from the earnings per share calculation.

Note 3. Securities

The amortized cost, estimated fair value, and allowance for securities credit losses of debt securities available-for-sale and held-to-maturity at June 30, 2024 and December 31, 2023 are as follows (in thousands):

AmortizedCost (1)GrossUnrealizedGainsGrossUnrealizedLossesEstimatedFairValueAllowance for Securities Credit Losses
Debt securities available-for-sale:
U.S. government and agency obligations$60,575$—$(6,019)$54,556$—
Corporate debt securities15,95044(922)15,072—
Asset-backed securities276,036372(302)276,106—
Mortgage-backed securities (“MBS”):
Agency residential280,3572,233—282,590—
Agency commercial109,115—(15,955)93,160—
Total mortgage-backed securities389,4722,233(15,955)375,750—
Total debt securities available-for-sale$742,033$2,649$(23,198)$721,484$—
Debt securities held-to-maturity:
State and municipal debt obligations$210,758$152$(16,505)$194,405$(34)
Corporate debt securities66,646200(2,489)64,357(818)
Mortgage-backed securities:
Agency residential727,46316(77,345)650,134—
Agency commercial81,4031(5,443)75,961—
Non-agency commercial20,531—(1,538)18,993(106)
Total mortgage-backed securities829,39717(84,326)745,088(106)
Total debt securities held-to-maturity$1,106,801$369$(103,320)$1,003,850$(958)
Total debt securities$1,848,834$3,018$(126,518)$1,725,334$(958)
Debt securities available-for-sale:
U.S. government and agency obligations$66,490$—$(5,796)$60,694$—
Corporate debt securities10,09611(981)9,126—
Asset-backed securities295,796—(4,252)291,544—
Mortgage-backed securities:
Agency residential298,107183(97)298,193—
Agency commercial109,590—(15,255)94,335—
Total mortgage-backed securities407,697183(15,352)392,528—
Total debt securities available-for-sale$780,079$194$(26,381)$753,892$—
Debt securities held-to-maturity:
State, municipal, and sovereign debt obligations$222,009$251$(14,550)$207,710$(39)
Corporate debt securities69,809391(3,941)66,259(987)
Mortgage-backed securities:
Agency residential765,632901(70,040)696,493—
Agency commercial82,73410(3,678)79,066—
Non-agency commercial20,684—(1,774)18,910(107)
Total mortgage-backed securities869,050911(75,492)794,469(107)
Total debt securities held-to-maturity$1,160,868$1,553$(93,983)$1,068,438$(1,133)
Total debt securities$1,940,947$1,747$(120,364)$1,822,330$(1,133)

The following table presents the activity in the allowance for credit losses for debt securities held-to-maturity for the three and six months ended June 30, 2024 and 2023 (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Allowance for securities credit losses
Beginning balance$(1,058)$(1,043)$(1,133)$(1,128)
Benefit for credit losses10079175164
Total ending allowance balance$(958)$(964)$(958)$(964)

The Company monitors the credit quality of debt securities held-to-maturity on a quarterly basis through the use of internal credit analysis supplemented by external credit ratings. Credit ratings of BBB- or Baa3 or higher are considered investment grade. Where multiple ratings are available, the Company considers the lowest rating when determining the allowance for securities credit losses. Under this approach, the amortized cost of debt securities held-to-maturity at June 30, 2024, aggregated by credit quality indicator, are as follows (in thousands):

Investment GradeNon-Investment Grade/Non-ratedTotal
State and municipal debt obligations$210,758$—$210,758
Corporate debt securities52,69013,95766,647
Non-agency commercial MBS20,531—20,531
Total debt securities held-to-maturity$283,979$13,957$297,936

There were $4,000 of realized gains and $106,000 of realized losses on sale of debt securities available-for-sale for the three and six months ended June 30, 2024, respectively as compared to $0 and $697,000 of realized losses for the corresponding prior year periods. These realized gains/losses on debt securities are presented within Other under Total other income of the Consolidated Statements of Income.

The amortized cost and estimated fair value of debt securities at June 30, 2024 by contractual maturity are shown below (in thousands):

June 30, 2024AmortizedCostEstimatedFair Value
Less than one year$30,305$30,002
Due after one year through five years193,525180,221
Due after five years through ten years207,294202,709
Due after ten years198,842191,564
$629,966$604,496

Actual maturities may differ from contractual maturities in instances where issuers have the right to call or prepay obligations with or without call or prepayment penalties. At June 30, 2024, corporate debt securities, state and municipal obligations, and asset-backed securities with an amortized cost of $81.5 million, $60.5 million, and $276.0 million, respectively, and an estimated fair value of $78.4 million, $58.6 million, and $276.1 million, respectively, were callable prior to the maturity date. Mortgage-backed securities are excluded from the above table since their effective lives are expected to be shorter than the contractual maturity date due to principal prepayments.

The estimated fair value and unrealized losses for debt securities available-for-sale and held-to-maturity at June 30, 2024 and December 31, 2023, segregated by the duration of the unrealized losses, are as follows (in thousands):

Less than 12 months12 months or longerTotal
EstimatedFairValueUnrealizedLossesEstimatedFairValueUnrealizedLossesEstimatedFairValueUnrealizedLosses
Debt securities available-for-sale:
U.S. government and agency obligations$5,284$(25)$49,272$(5,994)$54,556$(6,019)
Corporate debt securities938(17)5,817(905)6,755(922)
Asset-backed securities5,972(28)130,230(274)136,202(302)
MBS:
Agency commercial——93,160(15,955)93,160(15,955)
Total MBS——93,160(15,955)93,160(15,955)
Total debt securities available-for-sale12,194(70)278,479(23,128)290,673(23,198)
Debt securities held-to-maturity:
State and municipal debt obligations5,622(40)179,893(16,465)185,515(16,505)
Corporate debt securities3,572—57,446(2,489)61,018(2,489)
MBS:
Agency residential66,646(510)574,088(76,835)640,734(77,345)
Agency commercial8,929(54)66,670(5,389)75,599(5,443)
Non-agency commercial——18,993(1,538)18,993(1,538)
Total MBS75,575(564)659,751(83,762)735,326(84,326)
Total debt securities held-to-maturity84,769(604)897,090(102,716)981,859(103,320)
Total debt securities$96,963$(674)$1,175,569$(125,844)$1,272,532$(126,518)
Debt securities available-for-sale:
U.S. government and agency obligations$833$(2)$59,861$(5,794)$60,694$(5,796)
Corporate debt securities1,543(165)6,116(816)7,659(981)
Asset-backed securities——291,544(4,252)291,544(4,252)
MBS:
Agency residential169,000(97)——169,000(97)
Agency commercial——94,335(15,255)94,335(15,255)
Total MBS169,000(97)94,335(15,255)263,335(15,352)
Total debt securities available-for-sale171,376(264)451,856(26,117)623,232(26,381)
Debt securities held-to-maturity:
State and municipal debt obligations6,671(23)191,511(14,527)198,182(14,550)
Corporate debt securities3,084(473)58,386(3,468)61,470(3,941)
MBS:
Agency residential95,776(693)525,751(69,347)621,527(70,040)
Agency commercial18,902(370)55,051(3,308)73,953(3,678)
Non-agency commercial——18,910(1,774)18,910(1,774)
Total MBS114,678(1,063)599,712(74,429)714,390(75,492)
Total debt securities held-to-maturity124,433(1,559)849,609(92,424)974,042(93,983)
Total debt securities$295,809$(1,823)$1,301,465$(118,541)$1,597,274$(120,364)

The Company concluded that debt securities were not impaired at June 30, 2024 based on consideration of several factors. The Company noted that each issuer made all contractually due payments when required. There were no defaults on principal or interest payments, and no interest payments were deferred. Based on management’s analysis of each individual security, the issuers appear to have the ability to meet debt service requirements over the life of the security. Furthermore, the net unrealized losses were primarily due to changes in the general credit and interest rate environment and not credit quality. Additionally, the Company has not utilized securities sales as a source of liquidity and the Company’s liquidity plans include adequate sources of liquidity outside securities sales.

Equity Investments

At June 30, 2024 and December 31, 2023, the Company held equity investments of $104.1 million and $100.2 million, respectively. The equity investments are primarily comprised of select financial services institutions’ preferred stocks, investments in other financial institutions and funds.

The realized and unrealized gains or losses on equity securities for the three and six months ended June 30, 2024 and 2023 are shown in the table below (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net gain (loss) on equity investments$887$(559)$2,810$(7,360)
Less: Net losses recognized on equity investments sold—(854)—(5,462)
Unrealized gains (losses) recognized on equity investments still held$887$295$2,810$(1,898)

Note 4. Loans Receivable, Net

Loans receivable, net at June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

June 30,December 31,
20242023
Commercial:
Commercial real estate – investor$5,324,994$5,353,974
Commercial real estate – owner occupied857,710943,891
Commercial and industrial616,400666,532
Total commercial6,799,1046,964,397
Consumer:
Residential real estate2,977,6982,979,534
Home equity loans and lines and other consumer (“other consumer”)242,526250,664
Total consumer3,220,2243,230,198
Total loans receivable10,019,32810,194,595
Deferred origination costs, net of fees10,6289,263
Allowance for loan credit losses(68,839)(67,137)
Total loans receivable, net$9,961,117$10,136,721

The Company categorizes all loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, and current economic trends, among other factors. The Company evaluates risk ratings on an ongoing basis. The Company uses the following definitions for risk ratings:

Pass: Loans classified as Pass are well protected by the paying capacity and net worth of the borrower.

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

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

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

The following tables summarize total loans by year of origination, internally assigned credit grades and risk characteristics (in thousands):

202420232022202120202019 and priorRevolving lines of creditTotal
Commercial real estate - investor
Pass$65,438$139,228$1,165,143$1,316,210$530,706$1,327,253$682,968$5,226,946
Special Mention———2,364—32,616—34,980
Substandard——1,8775954,51756,079—63,068
Total commercial real estate - investor65,438139,2281,167,0201,319,169535,2231,415,948682,9685,324,994
Commercial real estate - owner occupied
Pass19,96563,519115,15692,77242,908486,92918,057839,306
Special Mention—————4,358—4,358
Substandard————25913,16362414,046
Total commercial real estate - owner occupied19,96563,519115,15692,77243,167504,45018,681857,710
Commercial and industrial
Pass18,19273,95149,53217,2325,77850,144382,803597,632
Special Mention—5,028———1562,3567,540
Substandard——35563—47910,33111,228
Total commercial and industrial18,19278,97949,88717,2955,77850,779395,490616,400
Residential real estate (1)
Pass110,093274,260888,707549,989373,650774,976—2,971,675
Special Mention——633—4161,295—2,344
Substandard—992———2,687—3,679
Total residential real estate110,093275,252889,340549,989374,066778,958—2,977,698
Other consumer (1)
Pass15,29529,62418,66818,46511,566119,45628,082241,156
Special Mention——165—29684—545
Substandard—————825—825
Total other consumer15,29529,62418,83318,46511,862120,36528,082242,526
Total loans$228,983$586,602$2,240,236$1,997,690$970,096$2,870,500$1,125,221$10,019,328

(1)For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.

202320222021202020192018 and priorRevolving lines of creditTotal
Commercial real estate - investor
Pass$137,028$1,165,955$1,328,012$529,745$490,438$930,337$679,804$5,261,319
Special Mention——2,4137901,44622,147—26,796
Substandard——6483,75013,27548,186—65,859
Total commercial real estate - investor137,0281,165,9551,331,073534,285505,1591,000,670679,8045,353,974
Commercial real estate - owner occupied
Pass66,642120,280103,10459,179102,703441,71321,052914,673
Special Mention————1,2728,314—9,586
Substandard————2,01916,90071319,632
Total commercial real estate - owner occupied66,642120,280103,10459,179105,994466,92721,765943,891
Commercial and industrial
Pass112,91464,77019,4738,6457,77851,082383,013647,675
Special Mention—————1842,8593,043
Substandard—622117—1451,38513,54515,814
Total commercial and industrial112,91465,39219,5908,6457,92352,651399,417666,532
Residential real estate (1)
Pass283,296916,153564,515388,392223,247600,118—2,975,721
Special Mention————131271—402
Substandard323366—2584871,977—3,411
Total residential real estate283,619916,519564,515388,650223,865602,366—2,979,534
Other consumer (1)
Pass32,85919,91820,73712,67512,937118,48630,658248,270
Special Mention—172———386—558
Substandard————61,6981321,836
Total other consumer32,85920,09020,73712,67512,943120,57030,790250,664
Total loans$633,062$2,288,236$2,039,019$1,003,434$855,884$2,243,184$1,131,776$10,194,595

(1)For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.

An analysis of the allowance for credit losses on loans for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands):

CommercialReal Estate –InvestorCommercialReal Estate –OwnerOccupiedCommercialand IndustrialResidentialReal EstateOther ConsumerTotal
Allowance for credit losses on loans
Balance at beginning of period$26,990$4,251$7,641$27,104$1,187$67,173
Provision (benefit) for credit losses2,462(341)272642833,118
Charge-offs (1)(1,600)————(1,600)
Recoveries12128737148
Balance at end of period$27,853$3,931$7,915$27,833$1,307$68,839
Allowance for credit losses on loans
Balance at beginning of period$22,451$4,116$5,827$26,928$873$60,195
Provision (benefit) for credit losses2,029223239(785)131,719
Charge-offs (1)——(125)—(81)(206)
Recoveries13496683
Balance at end of period$24,481$4,342$5,945$26,152$871$61,791
Allowance for credit losses on loans
Balance at beginning of period$27,899$4,354$6,867$27,029$988$67,137
Provision (benefit) for credit losses1,597(448)1,0416516623,503
Charge-offs (1)(1,646)———(395)(2,041)
Recoveries325715352240
Balance at end of period$27,853$3,931$7,915$27,833$1,307$68,839
Allowance for credit losses on loans
Balance at beginning of period$21,070$4,423$5,695$24,530$1,106$56,824
(Benefit) provision for credit losses3,408(81)3701,605(259)5,043
Charge-offs (1)—(6)(128)—(82)(216)
Recoveries36817106140
Balance at end of period$24,481$4,342$5,945$26,152$871$61,791

(1) Gross charge-offs for the three months ended June 30, 2024 of $1.6 million related to one commercial real estate relationship that originated in 2019. Gross charge-offs for the six months ended June 30, 2024 of $2.0 million also included one commercial real estate relationship of $46,000, originated in 2021, and the remaining $395,000 of consumer loan charge-offs originated prior to 2019. Gross charge-offs for the three and six months ended June 30, 2023 of $206,000 and $216,000, respectively, related to loans that were originated in and prior to 2018.

A loan is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral and, therefore, is classified as non-accruing. At June 30, 2024 and December 31, 2023, the Company had collateral dependent loans with an amortized cost balance as follows: commercial real estate - investor of $14.3 million and $15.2 million, respectively, commercial real estate - owner occupied of $4.1 million and $352,000, respectively, and commercial and industrial of $434,000 and $304,000, respectively. In addition, the Company had collateral dependent residential and consumer loans with an amortized cost balance of $4.5 million and $2.6 million at June 30, 2024 and December 31, 2023, respectively.

The following table presents the recorded investment in non-accrual loans, by loan portfolio segment as of June 30, 2024 and December 31, 2023 (in thousands):

June 30,December 31,
20242023
Commercial real estate – investor (1)$19,761$20,820
Commercial real estate – owner occupied4,081351
Commercial and industrial434304
Residential real estate7,2135,542
Other consumer1,9332,531
$33,422$29,548

(1) Includes the remaining exposure of $7.2 million and $8.8 million, respectively, on a single commercial real estate relationship located in a central business district (“CBD”).

At June 30, 2024 and December 31, 2023, non-accrual loans were included in the allowance for credit loss calculation and the Company did not recognize or accrue interest income on these loans. At June 30, 2024 and December 31, 2023, there wereno loans that were past due 90 days or greater and still accruing interest.

The following table presents the aging of the recorded investment in past due loans as of June 30, 2024 and December 31, 2023 by loan portfolio segment (in thousands):

30-59DaysPast Due60-89DaysPast Due90 Days or Greater Past DueTotalPast DueLoans NotPast DueTotal
Commercial real estate – investor (1)$1,311$—$14,027$15,338$5,309,656$5,324,994
Commercial real estate – owner occupied—4767431,219856,491857,710
Commercial and industrial744—4341,178615,222616,400
Residential real estate1,1372,3443,6797,1602,970,5382,977,698
Other consumer3,0985458254,468238,058242,526
$6,290$3,365$19,708$29,363$9,989,965$10,019,328
Commercial real estate – investor (1)$978$684$15,201$16,863$5,337,111$5,353,974
Commercial real estate – owner occupied335352293980942,911943,891
Commercial and industrial163—145308666,224666,532
Residential real estate14,8584023,41118,6712,960,8632,979,534
Other consumer8725581,8363,266247,398250,664
$17,206$1,996$20,886$40,088$10,154,507$10,194,595

(1) Includes the remaining exposure of $7.2 million and $8.8 million, respectively, on a single commercial real estate relationship noted above.

Loan Modifications to Borrowers Experiencing Financial Difficulty

The Company adopted Accounting Standards Update (“ASU”) 2022-02 on January 1, 2023. Since adoption, the Company has modified and may modify in the future certain loans to borrowers experiencing financial difficulty. These modifications may include a reduction in interest rate, an extension in term, principal forgiveness and/or other than insignificant payment delay. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount, and the allowance for credit losses is subsequently adjusted by an amount equal to the total loss rate as applied to the reduced amortized cost basis. As of June 30, 2024 and December 31, 2023, loans with modifications to borrowers experiencing financial difficulty totaled $23.7 million and $8.9 million, respectively. There were no outstanding commitments to lend additional funds to such borrowers with loan modifications as of June 30, 2024 or December 31, 2023.

The following table presents loans modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2024 and 2023 (in thousands):

Term ExtensionInterest Rate ReductionCombination of Term Extension and Interest Rate ReductionOther Than Insignificant Payment DelayTotal% of Total by Loan Portfolio Segment
Commercial real estate – investor$—$4,878$7,000$—$11,8780.22%
$—$4,878$7,000$—$11,8780.12%
Residential real estate$223$—$—$—$2230.01%
Other consumer200———2000.08
$423$—$—$—$423—%
Commercial real estate – investor$—$4,878$7,000$—$11,8780.22%
Commercial real estate – owner occupied———2,9942,9940.35
Residential real estate129———129—
Other consumer——148—1480.06
$129$4,878$7,148$2,994$15,1490.15%
Residential real estate$658$—$—$—$6580.02%
Other consumer240———2400.09
$898$—$—$—$8980.01%

The modifications during the periods presented had an insignificant financial effect on the Company.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table provides the performance of loans modified to borrowers experiencing financial difficulty during the twelve months ended June 30, 2024 and since adoption of the standard for June 30, 2023 (in thousands):

Current · 60 - 89 Days past due · 90 Days or Greater past due · Total
Commercial real estate – investor$19,651$—$—$19,651
Commercial real estate – owner occupied2,945——2,945
Residential real estate205——205
Other consumer170147—317
$22,971$147$—$23,118
Residential real estate$515$—$143(1)$658
Other consumer240——240
$755$—$143$898

(1) Represents one residential loan that defaulted during the three months ended June 30, 2023, which had been modified since the adoption of the standard.

Note 5. Deposits

The major types of deposits at June 30, 2024 and December 31, 2023 were as follows (in thousands):

Type of AccountJune 30,December 31,
20242023
Non-interest-bearing$1,632,521$1,657,119
Interest-bearing checking3,667,8373,911,766
Money market deposit1,210,3121,021,805
Savings1,115,6881,398,837
Time deposits2,367,6592,445,422
Total deposits$9,994,017$10,434,949

Included in time deposits at June 30, 2024 and December 31, 2023 was $422.6 million and $412.0 million, respectively, of deposits of $250,000 or more. Time deposits also include brokered deposits of $401.6 million and $631.5 million at June 30, 2024 and December 31, 2023, respectively.

Note 6. Borrowed Funds

Borrowed funds at June 30, 2024 and December 31, 2023 were as follows (in thousands):

June 30,December 31,
20242023
FHLB advances$789,337$848,636
Securities sold under agreements to repurchase with customers80,00073,148
Other borrowings424,490196,456
Total borrowed funds$1,293,827$1,118,240

At June 30, 2024, there were $684.8 million of short-term advances and $104.5 million outstanding in overnight borrowings from the FHLB, as compared to $848.6 million and $0 at December 31, 2023, respectively.

At June 30, 2024, there were $424.5 million of other borrowings as compared to $196.5 million at December 31, 2023 due to a shift in funding sources from FHLB to other borrowings.

Pledged assets

The following table presents the assets pledged to secure borrowings, borrowing capacity, repurchase agreements, letters of credit, and for other purposes required by law at carrying value (in thousands):

LoansDebt securitiesTotal
FHLB and FRB$7,371,979$1,164,150$8,536,129
Repurchase agreements—91,94691,946
Total pledged assets$7,371,979$1,256,096$8,628,075
FHLB and FRB$7,255,671$1,051,558$8,307,229
Repurchase agreements—103,416103,416
Total pledged assets$7,255,671$1,154,974$8,410,645

The securities that collateralize the repurchase agreements are delivered to the lender, with whom each transaction is executed, to a third-party custodian, or held at the Company. The lender agrees to resell to the Company substantially the same securities at the maturity of the repurchase agreements.

Note 7. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.

The Company uses valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability and developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and developed based on the best information available in the circumstances. In that regard, a fair value hierarchy has been established for valuation inputs that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

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

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlations or other means.

Level 3 Inputs – Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.

Assets and Liabilities Measured at Fair Value

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

Debt Securities Available-for-Sale

Debt securities classified as available-for-sale are reported at fair value. Fair value of U.S. Treasuries are determined using quoted prices in active markets (Level 1). The majority of the other debt securities are determined using inputs other than quoted prices that are based on market observable information (Level 2). Level 2 debt securities are priced through third-party pricing services or security industry sources that actively participate in the buying and selling of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific securities, but comparing the debt securities to benchmark or comparable debt securities.

Equity Investments

Equity investments with readily determinable fair value are reported at fair value. Fair value for these investments is primarily determined using a quoted price in an active market or exchange (Level 1) or using inputs other than quoted prices that are based on market observable information (Level 2). Equity investments without readily determinable fair values are carried at cost less impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer (measurement alternative). Certain equity investments without readily determinable fair values are measured at net asset value (“NAV”) per share as a practical expedient, which are excluded from the fair value hierarchy levels in the table below.

Interest Rate Derivatives

The Company’s interest rate swaps and cap contracts are reported at fair value utilizing discounted cash flow models provided by an independent, third-party and observable market data (Level 2). When entering into an interest rate swap or cap contract, the Company is exposed to fair value changes due to interest rate movements, and also the potential nonperformance of the contract counterparty.

Loans Individually Measured for Impairment

Loans measured for impairment based on the fair value of the underlying collateral are recorded at estimated fair value, less estimated selling costs. Fair value is generally based on independent appraisals (Level 3), which may be adjusted by management for qualitative factors, such as economic factors and estimated liquidation expenses.

The following table summarizes financial assets and financial liabilities measured at fair value as of June 30, 2024 and December 31, 2023, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

Fair Value Measurements at Reporting Date Using:
Total FairValueLevel 1InputsLevel 2InputsLevel 3Inputs
Items measured on a recurring basis:
Debt securities available-for-sale$721,484$46,830$674,654$—
Equity investments55,611—55,611—
Interest rate derivative asset103,246—103,246—
Interest rate derivative liability(104,283)—(104,283)—
Items measured on a non-recurring basis:
Equity investments (1) (2)48,521——44,738
Loans measured for impairment based on the fair value of the underlying collateral (3)23,360——23,360
Items measured on a recurring basis:
Debt securities available-for-sale$753,892$43,036$710,856$—
Equity investments53,166—53,166—
Interest rate derivative asset87,776—87,776—
Interest rate derivative liability(87,848)—(87,848)—
Items measured on a non-recurring basis:
Equity investments (1) (2)46,997——43,576
Loans measured for impairment based on the fair value of the underlying collateral (3)18,509——18,509

(1) As of June 30, 2024 and December 31, 2023, equity investments of $48.5 million and$47.0 million, respectively, included $44.7 million and $43.6 million, respectively, of equity investments measured under the measurement alternative. This includedno unrealized gains or losses for the six months ended June 30, 2024 and the year ended December 31, 2023.

(2) As of June 30, 2024 and December 31, 2023, equity investments of $48.5 million and $47.0 million, respectively, included $3.8 million and $3.4 million, respectively, of certain equity investment funds measured at NAV per share (or its equivalent) as a practical expedient to fair value and these equity investments have not been classified in the fair value hierarchy levels.

(3) Primarily consists of commercial loans, which are collateral dependent. The range may vary but is generally 0% to 8% on the discount for costs to sell and 0% to 10% on appraisal adjustments.

The Company recognizes transfers between levels of the valuation hierarchy at the end of the applicable reporting periods. There were no assets in Level 3 that were recognized at fair value on a recurring basis or transfers into or out of Level 3 for the three and six months ended June 30, 2024 and 2023.

Assets and Liabilities Disclosed at Fair Value

A description of the valuation methodologies used for assets and liabilities disclosed at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below.

Cash and Due from Banks

For cash and due from banks, the carrying amount approximates fair value.

Debt Securities Held-to-Maturity

Debt securities classified as held-to-maturity are carried at amortized cost, as the Company has the positive intent and ability to hold these debt securities to maturity. The Company determines the fair value of the debt securities utilizing Level 2 inputs. Most of the Company’s debt securities are fixed income instruments that are not quoted on an exchange, but are bought and sold in active markets. Prices for these instruments are obtained through third-party pricing vendors or security industry sources that actively participate in the buying and selling of debt securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific debt securities, but comparing the debt securities to benchmark or comparable debt securities.

Management’s policy is to obtain and review all available documentation from the third-party pricing service relating to their fair value determinations, including their methodology and summary of inputs. Management reviews this documentation, makes inquiries of the third-party pricing service and decides as to the level of the valuation inputs. Based on the Company’s review of the available documentation from the third-party pricing service, management concluded that Level 2 inputs were utilized for all securities.

Restricted Equity Investments

The fair value of these investments, which are primarily Federal Home Loan Bank of New York and Federal Reserve Bank stock, is its carrying value since this is the amount for which it could be redeemed. There is no active market for this stock and the Company is required to maintain a minimum investment as stipulated by the respective entities.

Loans Receivable and Loans Held-for-Sale

Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential real estate, consumer and commercial. Each loan category is further segmented into fixed and adjustable rate interest terms.

Fair value of performing and non-performing loans, which is based on an exit price notion, was estimated by discounting the future cash flows, net of estimated prepayments, at market discount rates that reflect the credit and interest rate risk inherent in the loan.

Loans held for sale are carried at the lower of unpaid principal balance, net, or estimated fair value on an aggregate basis. Estimated fair value is generally determined based on bid quotations from secondary markets.

Deposits Other than Time Deposits

The fair value of deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, and interest-bearing checking accounts and money market accounts is, by definition, equal to the amount payable on demand. The related insensitivity of the majority of these deposits to interest rate changes creates a significant inherent value which is not reflected in the fair value reported.

Time Deposits

The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Securities Sold Under Agreements to Repurchase with Customers

Fair value approximates the carrying amount as these borrowings are payable on demand and the interest rate adjusts monthly.

FHLB Advances and Other Borrowings

Fair value estimates are based on discounting contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.

The book value and estimated fair value of the Company’s significant financial instruments not recorded at fair value as of June 30, 2024 and December 31, 2023 are presented in the following tables (in thousands):

Fair Value Measurements at Reporting Date Using:
BookValueLevel 1InputsLevel 2InputsLevel 3Inputs
Financial Assets:
Cash and due from banks$181,198$181,198$—$—
Debt securities held-to-maturity1,105,843—1,003,850—
Restricted equity investments92,679——92,679
Loans receivable, net and loans held-for-sale9,963,179——9,341,464
Financial Liabilities:
Deposits other than time deposits (1)7,626,358—7,626,358—
Time deposits2,367,659—2,354,246—
FHLB advances and other borrowings1,213,827—1,197,118—
Securities sold under agreements to repurchase with customers80,00080,000——
Financial Assets:
Cash and due from banks$153,718$153,718$—$—
Debt securities held-to-maturity1,159,735—1,068,438—
Restricted equity investments93,766——93,766
Loans receivable, net and loans held-for-sale10,141,887——9,606,498
Financial Liabilities:
Deposits other than time deposits (1)7,989,527—7,989,527—
Time deposits2,445,422—2,421,058—
FHLB advances and other borrowings1,045,092—1,008,351—
Securities sold under agreements to repurchase with customers73,14873,148——

(1) The estimated fair value of non-maturity deposits does not consider any inherent value and represents the amount payable on demand. However, non-maturity deposits do contain significant inherent value to the Company, particularly when overnight funding costs are greater than the deposit costs.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because a limited market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other significant unobservable inputs. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include premises and equipment, bank owned life insurance, deferred tax assets and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Note 8. Derivatives and Hedging Activities

The Company enters into derivative financial instruments which involve, to varying degrees, interest rate and credit risk. The Company manages these risks as part of its asset and liability management process and through credit policies and procedures, seeking to minimize counterparty credit risk by establishing credit limits and collateral agreements. The Company utilizes derivative financial instruments to accommodate the business needs of its customers as well as to economically hedge the exposure that this creates for the Company. Additionally, the Company enters into certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. The Company does not use derivative financial instruments for trading purposes.

Customer Derivatives – Interest Rate Swaps and Cap Contracts

Derivatives Not Designated as Hedging Instruments

The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The Company also enters into interest rate cap contracts that enable commercial loan customers to lock in a cap on a variable-rate commercial loan agreement. This feature prevents the loan from repricing to a level that exceeds the cap contract’s specified interest rate, which serves to hedge the risk from rising interest rates. The Company then enters into an offsetting interest rate cap contract with a third party in order to economically hedge its exposure through the customer agreement.

These interest rate swaps and cap contracts with both the customers and third parties are not designated as hedges under ASC Topic 815, Derivatives and Hedging, therefore changes in fair value are reported in earnings. As the interest rate swaps and cap contracts are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC Topic 820, Fair Value Measurements. The Company recognized losses of $2,000 and gains $11,000 in commercial loan swap income resulting from the fair value adjustments for the three and six months ended June 30, 2024, respectively, as compared to gains of $22,000 and $0 for the corresponding prior year periods.

Derivatives Designated as Hedging Instruments

During 2022, the Company entered into athree-year interest rate swap intended to add stability to its net interest income and to manage its exposure to future interest rate movements associated with a pool of floating rate commercial loans. The swap requires the Company to pay variable-rate amounts indexed to one-month term Secured Overnight Financing Rate (“SOFR”) to the counterparty in exchange for the receipt of fixed-rate amounts at 4.0% from the counterparty. The swap was designated and qualified as a cash flow hedge under ASC Topic 815, Derivatives and Hedging. The changes in the fair value of cash flow hedges are initially reported in other comprehensive income. Amounts are subsequently reclassified from accumulated other comprehensive income to earnings when the hedged transactions occur, specifically within the same line item as the hedged item (interest income). Therefore, a portion of the balance reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income as interest payments are made or received on the Company’s interest rate swaps.

The table below presents the effect on the Company’s accumulated other comprehensive income/loss (“AOCI” or “AOCL”) attributable to the cash flow hedge derivative, net of tax, and the related gains/(losses) reclassified from AOCI into income (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(AOCL) AOCI balance at beginning of period, net of tax$(726)$488$(36)$(25)
Unrealized losses recognized in OCI(306)(1,588)(1,255)(1,176)
Losses reclassified from AOCI into interest income256191515292
AOCL balance at end of period, net of tax$(776)$(909)$(776)$(909)

During the next twelve months ending June 30, 2025, the Company estimates that an additional$934,000 will be reclassified as a reduction to interest income.

The table below presents the notional amount and fair value of derivatives designated and not designated as hedging instruments, as well as their location on the Consolidated Statements of Financial Condition (in thousands):

Notional · Fair Value
Other assets · Other liabilities
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts$1,448,060$103,246$103,260
Derivatives Designated as Cash Flow Hedge
Interest rate swap contract100,000—1,023
Total Derivatives$1,548,060$103,246$104,283
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts$1,418,276$87,776$87,801
Derivatives Designated as Cash Flow Hedge
Interest rate swap contract100,000—47
Total Derivatives$1,518,276$87,776$87,848

Credit Risk-Related Contingent Features

The Company is exposed to credit risk in the event of nonperformance by the interest rate derivative counterparty. The Company minimizes this risk by being a party to International Swaps and Derivatives Association agreements with third-party broker-dealers that require a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. The amount of collateral posted with third parties was $0 at both June 30, 2024 and December 31, 2023. The amount of collateral received from third parties was $104.3 million and $88.3 million at June 30, 2024 and December 31, 2023, respectively. The amount of collateral posted with third parties and received from third parties is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures. The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with third parties was $104.3 million and $87.8 million at June 30, 2024 and December 31, 2023, respectively.

The interest rate derivatives which the Company executes with the commercial borrowers are collateralized by the borrowers’ commercial real estate financed by the Company.

Note 9. Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company’s leases are comprised of real estate property for branches, automated teller machine locations and office space with terms extending through 2038. The Company hasone existing finance lease, which has a lease term through 2029.

The following table represents the classification of the Company’s Right of Use (“ROU”) assets and lease liabilities on the Consolidated Statements of Financial Condition (in thousands):

June 30, · December 31,
2024 · 2023
Lease ROU Assets · Classification
Operating lease ROU assetsOther assets$16,955$18,979
Finance lease ROU assetPremises and equipment, net1,1881,304
Total lease ROU assets$18,143$20,283
Lease Liabilities
Operating lease liabilities (1)Other liabilities$18,760$20,018
Finance lease liabilityOther borrowings1,5551,685
Total lease liabilities$20,315$21,703

(1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $4.8 million and $5.9 million at June 30, 2024 and December 31, 2023, respectively.

The calculated amount of the ROU assets and lease liabilities are impacted by the lease term and the discount rate used to calculate the present value of the minimum lease payments. Lease agreements often includeone or more options to renew the lease at the Company’s discretion. If the exercise of a renewal option is considered to be reasonably certain, the Company includes the extended term in the calculation of the ROU asset and lease liability. For the discount rate, ASC Topic 842, Leases requires the Company to use the rate implicit in the lease, provided the rate is readily determinable. As this rate is not readily determinable, the Company generally utilizes its incremental borrowing rate, at lease inception, over a similar term. For operating leases existing prior to January 1, 2019, the Company used the incremental borrowing rate for the remaining lease term as of January 1, 2019. For the finance lease, the Company utilized its incremental borrowing rate at lease inception.

June 30,December 31,
20242023
Weighted-Average Remaining Lease Term
Operating leases6.15 years6.52 years
Finance lease5.10 years5.60 years
Weighted-Average Discount Rate
Operating leases3.06%3.02%
Finance lease5.635.63

The following table represents lease expenses and other lease information (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Lease Expense
Operating lease expense$1,146$1,174$2,305$2,319
Finance lease expense:
Amortization of ROU assets5854116112
Interest on lease liabilities (1)22264552
Total$1,226$1,254$2,466$2,483
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$1,021$1,121$2,122$2,260
Operating cash flows from finance leases22264552
Financing cash flows from finance leases6562130123

(1)Included in borrowed funds interest expense on the Consolidated Statements of Income. All other costs are included in occupancy expense on the Consolidated Statements of Income.

Future minimum payments for the finance lease and operating leases with initial or remaining terms were as follows (in thousands):

Finance Lease · Operating Leases
For the Year Ending December 31,
2024$175$2,401
20253504,622
20263504,054
20273502,696
20283501,524
Thereafter2095,544
Total1,78420,841
Less: Imputed interest(229)(2,081)
Total lease liabilities$1,555$18,760

Note 10. Variable Interest Entity

The Company accounts for Trident as a variable interest entity (“VIE”) under ASC 810, Consolidation, for which the Company is considered the primary beneficiary (i.e. the party that has a controlling financial interest). In accordance with ASC 810, Consolidation, the Company has consolidated Trident’s assets and liabilities.

The summarized financial information for the Company’s consolidated VIE at June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

June 30, 2024December 31, 2023
Cash and cash equivalents$36,121$22,151
Other assets496606
Total assets36,61722,757
Other liabilities34,65720,803
Net assets$1,960$1,954
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.