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Metropolitan Bank Holding Corp

For the period ended Sep 30, 2024. Filed Nov 8, 2024.

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About this filing

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.

Sep 30, 2024 · Filed Nov 8, 2024

MCB$96.43+1.0%Stored close · as of Nov 9, 2026

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Notes to Unaudited Consolidated Financial Statements

N****OTE 1 — ORGANIZATION

Metropolitan Bank Holding Corp., a New York corporation (the “Company”), is a bank holding company headquartered in New York, New York and registered under the BHC Act. Through its wholly owned bank subsidiary, Metropolitan Commercial Bank (the “Bank”), a New York state chartered commercial bank, the Company provides a broad range of business, commercial and retail banking products and services to small businesses, middle-market enterprises, public entities and affluent individuals primarily in the New York metropolitan area. See the “Glossary of Common Terms and Acronyms” for the definition of certain terms and acronyms used throughout this Form 10-Q.

The Company’s primary lending products are CRE loans (including multi-family loans) and C&I loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flows from the operations of businesses.

The Company’s primary deposit products are checking, savings, and term deposit accounts, all of which are insured by the FDIC up to the maximum amounts allowed by law. The Company and the Bank are subject to the regulations of certain state and federal agencies and, accordingly, are periodically examined by those regulatory authorities. The Company’s business is affected by state and federal legislation and regulations.

NOTE 2 — BASIS OF PRESENTATION

The accounting and reporting policies of the Company conform with GAAP and predominant practices within the U.S. banking industry. The Unaudited Consolidated Financial Statements (“unaudited financial statements”) include the accounts of the Company and the Bank. All intercompany balances and transactions have been eliminated. The unaudited financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q, Article 8 of Regulation S-X and predominant practices within the U.S. banking industry. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. In preparing the interim unaudited financial statements in conformity with GAAP, management has made estimates and assumptions based on available information. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported periods, and actual results could differ from those estimated. Information available which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy, inflation and its related effects and changes in the financial condition of borrowers.

Some items in the prior year financial statements may have been reclassified to conform to the current presentation. Reclassification had no effect on prior year net income or stockholders’ equity.

The results of operations for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year or for any other period.

The unaudited financial statements presented in this report should be read in conjunction with the Company’s audited consolidated financial statements and notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC.

NOTE 3 — SUMMARY OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (“ASC 326”), which requires the measurement of all expected credit losses for financial assets held at amortized cost to be based on historical experience, current condition, and reasonable and supportable forecasts. ASC 326 requires that financial institutions and other organizations will use forward-looking information to better inform their credit loss estimates. This guidance also amends the accounting for credit losses on AFS debt securities and purchased financial assets with credit deterioration. The Company adopted this guidance effective January 1, 2023 using a modified retrospective approach. Upon adoption, the

Company recorded a cumulative effect adjustment that increased the allowance for credit losses for loans and loan commitments by $3.0 million, increased deferred tax assets by $777,000 and decreased retained earnings by $2.1 million, net of tax.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments- Credit Losses (ASC 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The Company adopted this guidance effective January 1, 2023, which did not have a material impact on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provided optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (ASC 848): Deferral of Sunset Date of Topic 848, which deferred the sunset date of ASC 848 from December 31, 2022, to December 31, 2024 because the current relief in ASC 848 did not cover the June 30, 2023 cessation date for the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR. The Company’s LIBOR-based financial instruments included loans and trust preferred securities. The required transition has been implemented successfully and LIBOR is no longer offered to clients as a floating rate loan index. The trust preferred securities have transitioned to SOFR.

NOTE 4 — INVESTMENT SECURITIES

The following tables summarize the amortized cost and fair value of AFS and HTM debt securities and equity investments and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) and gross unrecognized gains and losses recognized in earnings (in thousands):

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Gross · ​ · Gross · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Unrealized/ · ​ · Unrealized/ · ​ · ​ · ​
​ · ​ · Amortized · ​ · Unrecognized · ​ · Unrecognized · ​ · ​ · ​
At September 30, 2024CostGainsLossesFair Value
Available-for-Sale Securities:​​​​​​​​​​​​
U.S. Government agency securities​$67,998​$—​$(4,141)​$63,857
U.S. State and Municipal securities​​11,381​​—​​(1,573)​​9,808
Residential MBS​​445,617​​2,880​​(58,673)​​389,824
Commercial MBS​​46,162​​577​​(1,970)​​44,769
Asset-backed securities​​2,789​​—​​(81)​​2,708
Total securities available-for-sale​$573,947​$3,457​$(66,438)​$510,966
​​​​​​​​​​​​​
Held-to-Maturity Securities:​​​​​​​​​​​​
U.S. Treasury securities​$29,927​$—​$(617)​$29,310
U.S. State and Municipal securities​​15,383​​—​​(1,535)​​13,848
Residential MBS​​385,062​​—​​(49,293)​​335,769
Commercial MBS​​8,073​​—​​(797)​​7,276
Total securities held-to-maturity​$438,445​$—​$(52,242)​$386,203
​​​​​​​​​​​​​
Equity Investments:​​​​​​​​​​​​
CRA Mutual Fund​$5,464​$—​$(251)​$5,213
Total equity investment securities​$5,464​$—​$(251)​$5,213
​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Gross · ​ · Gross · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Unrealized/ · ​ · Unrealized/ · ​ · ​ · ​
​ · ​ · Amortized · ​ · Unrecognized · ​ · Unrecognized · ​ · ​ · ​
At December 31, 2023CostGainsLossesFair Value
Available-for-Sale Securities:​​​​​​​​​​​​
U.S. Government agency securities​$67,997​$—​$(6,222)​$61,775
U.S. State and Municipal securities​​11,496​​—​​(1,797)​​9,699
Residential MBS​​419,331​​1,198​​(68,609)​​351,920
Commercial MBS​​36,879​​71​​(2,366)​​34,584
Asset-backed securities​​3,287​​—​​(58)​​3,229
Total securities available-for-sale​$538,990​$1,269​$(79,052)​$461,207
​​​​​​​​​​​​​
Held-to-Maturity Securities:​​​​​​​​​​​​
U.S. Treasury securities​$29,895​$—​$(1,412)​$28,483
U.S. State and Municipal securities​​15,569​​—​​(1,574)​​13,995
Residential MBS​​415,306​​—​​(60,556)​​354,750
Commercial MBS​​8,090​​—​​(1,066)​​7,024
Total securities held-to-maturity​$468,860​$—​$(64,608)​$404,252
​​​​​​​​​​​​​
Equity Investments:​​​​​​​​​​​​
CRA Mutual Fund​$2,410​$—​$(287)​$2,123
Total equity investment securities​$2,410​$—​$(287)​$2,123

There wereno proceeds from sales or calls of AFS securities for the three and nine months ended September 30, 2024 and 2023.

The tables below summarize, by contractual maturity, the amortized cost and fair value of debt securities. The tables do not include the effect of principal repayments or scheduled principal amortization. Equity securities, primarily investments in mutual funds, have been excluded from the table. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):

​​​​​​​​​​​​​
​ · ​ · Held-to-Maturity · ​ · Available-for-Sale
At September 30, 2024 · Amortized Cost · Fair Value · Amortized Cost · Fair Value
Due within 1 year​$20,009​$19,730​$27,999​$27,097
After 1 year through 5 years​​17,991​​16,857​​44,315​​41,771
After 5 years through 10 years​​918​​877​​18,956​​18,030
After 10 years​​399,527​​348,739​​482,677​​424,068
Total Securities​$438,445​$386,203​$573,947​$510,966
​​​​​​​​​​​​​
​ · ​ · Held-to-Maturity · ​ · Available-for-Sale
At December 31, 2023 · Amortized Cost · Fair Value · Amortized Cost · Fair Value
Due within 1 year​$—​$—​$—​$—
After 1 year through 5 years​​37,984​​35,507​​65,822​​60,757
After 5 years through 10 years​​1,112​​1,044​​22,163​​21,174
After 10 years​​429,764​​367,701​​451,005​​379,276
Total Securities​$468,860​$404,252​$538,990​$461,207

At September 30, 2024, there was $782.6 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $172.7 million was encumbered. At December 31, 2023, there was $845.7 million of securities pledged to support wholesale funding, and to a lesser extent certain other types of deposits, of which $60.0 million was encumbered.

At September 30, 2024 and December 31, 2023, there wereno holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity. At September 30, 2024 and

December 31, 2023, all of the residential MBS and commercial MBS held by the Company were issued by U.S. Government-sponsored entities and agencies.

Debt securities with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows (in thousands):

​​​​​​​​​​​​​​​​​​​
​ · ​ · Less than 12 Months · ​ · 12 Months or More · ​ · Total
​ · ​ · ​ · ​ · ​ · Unrealized/ · ​ · ​ · ​ · ​ · Unrealized/ · ​ · ​ · ​ · ​ · Unrealized/
​ · ​ · Estimated · ​ · Unrecognized · ​ · Estimated · ​ · Unrecognized · ​ · Estimated · ​ · Unrecognized
At September 30, 2024Fair ValueLossesFair ValueLossesFair ValueLosses
Available-for-Sale Securities:​​​​​​​​​​​​​​​​​​
U.S. Government agency securities​$—​$—​$63,857​$(4,141)​$63,857​$(4,141)
U.S. State and Municipal securities​​—​​—​​9,808​​(1,573)​​9,808​​(1,573)
Residential MBS​​—​​—​​276,164​​(58,673)​​276,164​​(58,673)
Commercial MBS​​—​​—​​24,227​​(1,970)​​24,227​​(1,970)
Asset-backed securities​​—​​—​​2,708​​(81)​​2,708​​(81)
Total securities available-for-sale​$—​$—​$376,764​$(66,438)​$376,764​$(66,438)
​​​​​​​​​​​​​​​​​​​
Held-to-Maturity Securities:​​​​​​​​​​​​​​​​​​
U.S. Treasury securities​$—​$—​$29,310​$(617)​$29,310​$(617)
U.S. State and Municipal securities​​—​​—​​13,848​​(1,535)​​13,848​​(1,535)
Residential MBS​​—​​—​​335,769​​(49,293)​​335,769​​(49,293)
Commercial MBS​​—​​—​​7,276​​(797)​​7,276​​(797)
Total securities held-to-maturity​$—​$—​$386,203​$(52,242)​$386,203​$(52,242)
​​​​​​​​​​​​​​​​​​​
​ · ​ · Less than 12 Months · ​ · 12 Months or More · ​ · Total
​ · ​ · ​ · ​ · ​ · Unrealized/ · ​ · ​ · ​ · ​ · Unrealized/ · ​ · ​ · ​ · ​ · Unrealized/
​ · ​ · Estimated · ​ · Unrecognized · ​ · Estimated · ​ · Unrecognized · ​ · Estimated · ​ · Unrecognized
At December 31, 2023Fair ValueLossesFair ValueLossesFair ValueLosses
Available-for-Sale Securities:​​​​​​​​​​​​​​​​​​
U.S. Government agency securities​$—​$—​$61,775​$(6,222)​$61,775​$(6,222)
U.S. State and Municipal securities​​—​​—​​9,699​​(1,797)​​9,699​​(1,797)
Residential MBS​​—​​—​​292,970​​(68,609)​​292,970​​(68,609)
Commercial MBS​​10,873​​(198)​​13,322​​(2,168)​​24,195​​(2,366)
Asset-backed securities​​—​​—​​3,229​​(58)​​3,229​​(58)
Total securities available-for-sale​$10,873​$(198)​$380,995​$(78,854)​$391,868​$(79,052)
​​​​​​​​​​​​​​​​​​​
Held-to-Maturity Securities:​​​​​​​​​​​​​​​​​​
U.S. Treasury securities​$—​$—​$28,483​$(1,412)​$28,483​$(1,412)
U.S. State and Municipal securities​​—​​—​​13,995​​(1,574)​​13,995​​(1,574)
Residential MBS​​—​​—​​354,750​​(60,556)​​354,750​​(60,556)
Commercial MBS​​—​​—​​7,024​​(1,066)​​7,024​​(1,066)
Total securities held-to-maturity​$—​$—​$404,252​$(64,608)​$404,252​$(64,608)

Except for U.S. State and Municipal securities, the Company has a zero loss expectation for its HTM securities portfolio, and therefore hasno ACL related to these securities. At September 30, 2024 and December 31, 2023, obligations of U.S. State and Municipal securities were rated investment grade and the associated ACL was immaterial.

AFS securities in unrealized loss positions are evaluated for impairment related to credit losses on a quarterly basis. The unrealized losses on AFS securities are primarily due to the changes in market interest rates subsequent to purchase. In addition, the Company does not intend, nor would it be required, to sell these investments until there is a full recovery of the unrealized loss, which may be at maturity. As a result, no ACL was recognized during the three and nine months ended September 30, 2024.

NOTE 5 — LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans, net of deferred costs and fees, consist of the following (in thousands):

​​​​​​​
​ · ​ · At · ​ · At
​ · ​ · September 30, · ​ · December 31,
​2024​2023
Real estate​​​​​​
Commercial​$4,172,690​$3,857,711
Construction​​176,277​​153,512
Multi-family​​389,124​​467,536
One-to four-family​​91,582​​94,704
Total real estate loans​​4,829,673​​4,573,463
Commercial and industrial​​1,069,676​​1,051,463
Consumer​​14,162​​17,086
Total loans​​5,913,511​​5,642,012
Deferred fees, net of origination costs​​(16,392)​​(17,215)
Loans, net of deferred fees and costs​​5,897,119​​5,624,797
Allowance for credit losses​​(62,493)​​(57,965)
Net loans​$5,834,626​$5,566,832

At September 30, 2024, $3.5 billion of loans were pledged to support wholesale funding, of which $266.2 million were encumbered. At December 31, 2023, $3.3 billion of loans were pledged to support wholesale funding, of which $548.6 million were encumbered.

The following tables present the activity in the ACL for funded loans by segment. The portfolio segments represent the categories that the Company uses to determine its ACL (in thousands):

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Multi- · ​ · One-to four- · ​ · ​ · ​ · ​ · ​ · ​
Three months ended September 30, 2024CREC&IConstructionfamilyfamilyConsumerTotal
Allowance for credit losses:​​​​​​​​​​​​​​​​​​​​​
Beginning balance​$38,484​$11,282​$1,759​$7,827​$131​$525​$60,008
Provision/(credit) for credit losses​​2,965​​(338)​​(41)​​(329)​​282​​66​​2,605
Loans charged-off​​—​​—​​—​​—​​—​​(122)​​(122)
Recoveries​​—​​—​​—​​—​​—​​2​​2
Total ending allowance balance​$41,449​$10,944​$1,718​$7,498​$413​$471​$62,493
​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Multi- · ​ · One-to four- · ​ · ​ · ​ · ​ · ​ · ​
Three months ended September 30, 2023CREC&IConstructionfamilyfamilyConsumerTotal
Allowance for credit losses:​​​​​​​​​​​​​​​​​​​​​
Beginning balance​$34,621​$10,977​$1,600​$3,543​$362​$547​$51,650
Provision/(credit) for credit losses​​404​​119​​169​​(54)​​(11)​​150​​777
Loans charged-off​​—​​—​​—​​—​​—​​(129)​​(129)
Recoveries​​—​​—​​—​​—​​—​​—​​—
Total ending allowance balance​$35,025​$11,096​$1,769​$3,489​$351​$568​$52,298
​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Multi- · ​ · One-to four- · ​ · ​ · ​ · ​ · ​ · ​
Nine months ended September 30, 2024CREC&IConstructionfamilyfamilyConsumerTotal
Allowance for credit losses:​​​​​​​​​​​​​​​​​​​​​
Beginning balance​$35,635​$11,207​$1,765​$8,215​$663​$480​$57,965
Provision/(credit) for credit losses​​5,813​​(263)​​(47)​​(717)​​(250)​​128​​4,664
Loans charged-off​​—​​—​​—​​—​​—​​(140)​​(140)
Recoveries​​1​​—​​—​​—​​—​​3​​4
Total ending allowance balance​$41,449​$10,944​$1,718​$7,498​$413​$471​$62,493
​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Multi- · ​ · One-to four- · ​ · ​ · ​ · ​ · ​ · ​
Nine months ended September 30, 2023CREC&IConstructionfamilyfamilyConsumerTotal
Allowance for credit losses:​​​​​​​​​​​​​​​​​​​​​
Beginning balance​$29,496​$10,274​$1,983​$2,823​$105​$195​$44,876
Cumulative effect of changes in accounting principle​​48​​471​​424​​705​​181​​421​​2,250
Provision/(credit) for credit losses​​5,481​​351​​(638)​​(39)​​65​​225​​5,445
Loans charged-off​​—​​—​​—​​—​​—​​(273)​​(273)
Recoveries​​—​​—​​—​​—​​—​​—​​—
Total ending allowance balance​$35,025​$11,096​$1,769​$3,489​$351​$568​$52,298

Net charge-offs for the three and nine months ended September 30, 2024 were $120,000 and $136,000, respectively. Net charge-offs for the three and nine months ended September 30, 2023 were $129,000 and $273,000, respectively.

The following tables present the activity in the ACL for unfunded loan commitments (in thousands):

​​​​​​​​​​​​​
​ · ​ · Three months ended September 30, · Nine months ended September 30,
​ · 2024 · 2023 · ​ · 2024 · 2023
Balance at the beginning of period​$1,188​$1,240​$1,181​$180
Cumulative effect of changes in accounting principle​​—​​—​​—​​777
Provision/(credit) for credit losses​​86​​14​​93​​297
Total ending allowance balance​$1,274​$1,254​$1,274​$1,254

The following tables present the recorded investment in non-accrual loans and loans past due 90 days and greater and still accruing, by class of loans (in thousands):

​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · Loans Past Due
​ · ​ · ​ · ​ · Non-accrual · ​ · 90 Days and
​ · ​ · ​ · ​ · Without an · ​ · Greater and
At September 30, 2024 · Non-accrual · ​ · ACL · ​ · Still Accruing
Commercial real estate​$24,000​$24,000​$—
Commercial & industrial​​6,989​​6,989​​—
Total​$30,989​$30,989​$—
​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · Loans Past Due
​ · ​ · ​ · ​ · ​ · Non-accrual · ​ · 90 Days and
​ · ​ · ​ · ​ · Without an · ​ · Greater and
At December 31, 2023 · ​ · Non-accrual · ​ · ACL · ​ · Still Accruing
Commercial real estate​$24,000​$24,000​$—
Commercial & industrial​​6,934​​6,934​​—
Multi-family​​20,939​​—​​—
Consumer​​24​​—​​—
Total​$51,897​$30,934​$—

Interest income on non-accrual loans recognized on a cash basis for the three and nine months ended September 30, 2024 and 2023 was immaterial.

The following tables present the aging of the recorded investment in past due loans by class of loans (in thousands):

​​​​​​​​​​​​​​​​​​​
​​​​​​90​​​​​​
​​30-59​60-89​Days and​Total Past​Current​​
At September 30, 2024DaysDaysGreaterDueLoansTotal
Commercial real estate​$—​$4,882​$24,000​$28,882​$4,143,808​$4,172,690
Commercial & industrial​​8,697​​—​​6,989​​15,686​​1,053,990​​1,069,676
Construction​​—​​—​​—​​—​​176,277​​176,277
Multi-family​​—​​—​​—​​—​​389,124​​389,124
One-to four-family​​1,100​​2,061​​—​​3,161​​88,421​​91,582
Consumer​​222​​2​​—​​224​​13,938​​14,162
Total​$10,019​$6,945​$30,989​$47,953​$5,865,558​$5,913,511
​​​​​​​​​​​​​​​​​​​
​​​​​​90​​​​​​
​​30-59​60-89​Days and​Total Past​Current​​
At December 31, 2023DaysDaysGreaterDueLoansTotal
Commercial real estate​$—​$—​$24,000​$24,000​$3,833,711​$3,857,711
Commercial & industrial​​20​​18​​6,934​​6,973​​1,044,490​​1,051,463
Construction​​—​​—​​—​​—​​153,512​​153,512
Multi-family​​—​​—​​20,939​​20,939​​446,597​​467,536
One-to four-family​​612​​—​​—​​612​​94,092​​94,704
Consumer​​—​​—​​24​​24​​17,062​​17,086
Total​$632​$18​$51,897​$52,548​$5,589,464​$5,642,012

Credit Quality Indicators

The Company aggregates 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, public information, and current economic trends, among other factors. Except for one-to four-family loans and consumer loans, the Company analyzes loans individually by classifying the loans as to credit risk ratings at least annually. For one-to four-family loans and consumer loans, the Company evaluates credit quality based on the aging status of the loan. An analysis is performed on a quarterly basis for loans classified as special mention, substandard or doubtful. The Company uses the following definitions for risk ratings. Loans not meeting these definitions are considered to be pass-rated loans.

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

**Substandard -**Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the 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 table presents loan balances by credit quality indicator and year of origination at September 30, 2024 and charge-offs for the nine months ended September 30, 2024 (in thousands):

​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · 2019 · ​ · ​ · ​ · ​
​20242023202220212020& PriorRevolvingTotal
CRE​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$1,159,644​$1,218,106​$1,044,044​$318,293​$127,205​$176,208​$25,908​$4,069,408
Special Mention​​47,539​​—​​5,000​​14,332​​—​​12,411​​—​​79,282
Substandard​​—​​—​​24,000​​—​​—​​—​​—​​24,000
Total​$1,207,183​$1,218,106​$1,073,044​$332,625​$127,205​$188,619​$25,908​$4,172,690
​​​​​​​​​​​​​​​​​​​​​​​​​
Construction​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$57,323​$53,558​$38,386​$—​$—​$—​$27,010​$176,277
Total​$57,323​$53,558​$38,386​$—​$—​$—​$27,010​$176,277
​​​​​​​​​​​​​​​​​​​​​​​​​
Multi-family​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$101,438​$47,969​$74,277​$60,882​$23,123​$26,867​$3,329​$337,885
Substandard​​—​​—​​30,300​​20,939​​—​​—​​—​​51,239
Total​$101,438​$47,969​$104,577​$81,821​$23,123​$26,867​$3,329​$389,124
​​​​​​​​​​​​​​​​​​​​​​​​​
One-to four-family​​​​​​​​​​​​​​​​​​​​​​​​
Current​$—​$45,000​$3,493​$—​$9,578​$30,350​$—​$88,421
Past Due​​—​​—​​—​​—​​—​​3,161​​—​​3,161
Total​$—​$45,000​$3,493​$—​$9,578​$33,511​$—​$91,582
​​​​​​​​​​​​​​​​​​​​​​​​​
C&I​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$196,924​$114,913​$146,239​$67,353​$15,931​$10,441​$460,563​$1,012,364
Special Mention​​—​​—​​9,319​​—​​—​​—​​1,500​​10,819
Substandard​​—​​7,643​​20,968​​4,697​​—​​—​​13,185​​46,493
Total​$196,924​$122,556​$176,526​$72,050​$15,931​$10,441​$475,248​$1,069,676
​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer​​​​​​​​​​​​​​​​​​​​​​​​
Current​$—​$—​$—​$—​$—​$13,938​$—​$13,938
Past due​​—​​—​​—​​—​​—​​224​​—​​224
Total​$—​$—​$—​$—​$—​$14,162​$—​$14,162
​​​​​​​​​​​​​​​​​​​​​​​​​
Total​​​​​​​​​​​​​​​​​​​​​​​​
Pass/Current​$1,515,329​$1,479,546​$1,306,439​$446,528​$175,837​$257,804​$516,810​$5,698,293
Special Mention​​47,539​​—​​14,319​​14,332​​—​​12,411​​1,500​​90,101
Substandard/Past due​​—​​7,643​​75,268​​25,636​​—​​3,385​​13,185​​125,117
Total​$1,562,868​$1,487,189​$1,396,026​$486,496​$175,837​$273,600​$531,495​$5,913,511
​​​​​​​​​​​​​​​​​​​​​​​​​
Charge-offs​​​​​​​​​​​​​​​​​​​​​​​​
Consumer​$—​$—​$—​$—​$—​$140​$—​$140

At September 30, 2024, there were $51.2 million and $24.0 million of collateral dependent Multi-family and CRE loans classified as substandard, respectively.

The following table presents loan balances by credit quality indicator and year of origination at December 31, 2023 and charge-offs for the year ended December 31, 2023 (in thousands):

​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · 2018 · ​ · ​ · ​ · ​ · ​
​20232022202120202019& PriorRevolvingTotal
CRE​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$1,500,873​$1,268,550​$512,497​$128,320​$200,304​$83,309​$44,672​$3,738,525
Special Mention​​24,500​​38,867​​14,561​​304​​—​​—​​—​​78,232
Substandard​​—​​40,954​​—​​—​​—​​—​​—​​40,954
Total​$1,525,373​$1,348,371​$527,058​$128,624​$200,304​$83,309​$44,672​$3,857,711
​​​​​​​​​​​​​​​​​​​​​​​​​
Construction​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$84,881​$56,065​$—​$—​$—​$—​$12,566​$153,512
Total​$84,881​$56,065​$—​$—​$—​$—​$12,566​$153,512
​​​​​​​​​​​​​​​​​​​​​​​​​
Multi-family​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$115,761​$114,652​$51,768​$23,655​$34,533​$69,510​$6,415​$416,294
Special Mention​​—​​30,303​​—​​—​​—​​—​​—​​30,303
Substandard​​—​​—​​20,939​​—​​—​​—​​—​​20,939
Total​$115,761​$144,955​$72,707​$23,655​$34,533​$69,510​$6,415​$467,536
​​​​​​​​​​​​​​​​​​​​​​​​​
One-to four-family​​​​​​​​​​​​​​​​​​​​​​​​
Current​$45,000​$4,081​$—​$9,784​$12,157​$23,682​$—​$94,704
Total​$45,000​$4,081​$—​$9,784​$12,157​$23,682​$—​$94,704
​​​​​​​​​​​​​​​​​​​​​​​​​
C&I​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$178,814​$252,359​$98,753​$23,943​$14,390​$5,904​$402,247​$976,410
Special Mention​​3,840​​33,918​​—​​2,080​​—​​—​​28,281​​68,119
Substandard​​3,435​​—​​—​​—​​—​​—​​3,499​​6,934
Total​$186,089​$286,277​$98,753​$26,023​$14,390​$5,904​$434,027​$1,051,463
​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer​​​​​​​​​​​​​​​​​​​​​​​​
Current​$—​$—​$—​$—​$—​$17,062​$—​$17,062
Past due​​—​​—​​—​​—​​—​​24​​—​​24
Total​$—​$—​$—​$—​$—​$17,086​$—​$17,086
​​​​​​​​​​​​​​​​​​​​​​​​​
Total​​​​​​​​​​​​​​​​​​​​​​​​
Pass/Current​$1,925,329​$1,695,707​$663,018​$185,702​$261,384​$199,467​$465,900​$5,396,507
Special Mention​​28,340​​103,088​​14,561​​2,384​​—​​—​​28,281​​176,654
Substandard/Past due​​3,435​​40,954​​20,939​​—​​—​​24​​3,499​​68,851
Total​$1,957,104​$1,839,749​$698,518​$188,086​$261,384​$199,491​$497,680​$5,642,012
​​​​​​​​​​​​​​​​​​​​​​​​​
Charge-offs​​​​​​​​​​​​​​​​​​​​​​​​
Commercial and industrial​$—​$—​$915​$—​$—​$31​$—​$946
Consumer​​—​​—​​—​​—​​—​​273​​—​​273
​​$—​$—​$915​$—​$—​$304​$—​$1,219

At December 31, 2023, there were $41.0 million and $20.9 million of CRE and Multi-family substandard classified collateral dependent loans, respectively.

The following tables show the amortized cost basis of modified loans to borrowers experiencing financial difficulty (in thousands):

​​​​​​​​​​​​​
​ · ​ · Combination · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Term · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Modifications
​ · ​ · Extension and · ​ · Interest Rate · ​ · ​ · ​ · ​ · as a % of
Three months ended September 30, 2024 · ​ · Interest Rate · ​ · Reduction · ​ · Total · ​ · Loan Class
Commercial & industrial​$—​$—​$—​—%
Multi-family​​—​​—​​—​—%
Total​$—​$—​$—​​​
​​​​​​​​​​​​​
​​​​​​​​​​​​​
​​Combination​​​​​​​​​
​​Term​​​​​​​Modifications
​​Extension and​Interest Rate​​​​as a % of
Nine months ended September 30, 2024​Interest Rate​Reduction​Total​Loan Class
Commercial & industrial​$11,686​$—​$11,686​1.1%
Multi-family​​48,224​​3,015​​51,239​13.2%
Total​$59,910​$3,015​$62,925​​​

The following table describes the types of modifications made to borrowers experiencing financial difficulty:

​​​​​
​​​​Weighted
​​​​Average
​​​​Interest
​​Term​Rate
​​Extension​Reduction
Three months ended September 30, 2024​​​​
Commercial & industrial​None​None
​​​​​
Nine months ended September 30, 2024​​​​
Commercial & industrial​11-12 months​2.9%
Multi-family​6-12 months​4.1%
​​​​​

During the nine months ended September 30, 2024, $11.7 million of modified loans to borrowers experiencing financial difficulty were not in compliance with their modified terms. At September 30, 2024, there wereno additional commitments to lend to borrowers experiencing financial difficulty whose loans have been modified. There wereno modifications where the borrower was experiencing financial difficulty during the three and nine months ended September 30, 2023.

NOTE 6 — BORROWINGS

Borrowings consisted of the following (in thousands):

​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Interest Expense
​ · ​ · At · ​ · At · ​ · Three months ended · Nine months ended
​ · ​ · September 30, · ​ · December 31, · September 30, · ​ · September 30,
​ · 2024 · 2023 · ​ · 2024 · 2023 · ​ · 2024 · 2023
Federal funds purchased and securities sold under agreements to repurchase​$—​$99,000​$—​$2,160​$151​$5,112
Federal Home Loan Bank of New York advances​$150,000​$440,000​$2,099​$5,580​$8,819​$12,114
​​​​​​​​​​​​​​​​​​​
Secured and other borrowings:​​​​​​​​​​​​​​​​​​
Secured borrowings​$7,478​$7,585​​N.A.​​N.A.​​N.A.​​N.A.
Federal Reserve Bank term loan​$100,000​$—​$1,228​$—​$3,522​$—

N.A. – not applicable

The outstanding FHLBNY advances are short-term transactions and at September 30, 2024, had a weighted average interest rate of 5.02%.

Secured borrowings are loan participation agreements with counterparties where the transfer of the participation interest did not qualify for sale treatment under GAAP.

The Federal Reserve established the Bank Term Funding Program (“BTFP”) on March 12, 2023 as a funding source for eligible depository institutions. The BTFP provides short-term liquidity (up to one year) against the par value of certain high-quality collateral, such as U.S. Treasury securities. The BTFP ceased making new loans as scheduled on March 11, 2024. At September 30, 2024, the Company had a $100.0 million FRB term loan under the BTFP that matures in January 2025 and has an interest rate of 4.87%.

At September 30, 2024, the Company had cash on deposit with the Federal Reserve Bank of New York and available secured wholesale funding borrowing capacity of $3.1 billion.

NOTE 7 — EARNINGS PER SHARE

The Company uses the two-class method in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The factors used in the earnings per share calculation are as follows (in thousands, except per share data).

​​​​​​​​​​​​​
​ · ​ · Three months ended September 30, · ​ · Nine months ended September 30,
​2024202320242023
Basic​​​​​​​​​​​​
Net income per consolidated statements of income​$12,266​$22,063​$45,268​$62,700
Less: Earnings allocated to participating securities​​—​​(118)​​—​​(285)
Net income available to common stockholders​$12,266​$21,945​$45,268​$62,415
​​​​​​​​​​​​​
Weighted average common shares outstanding including participating securities​​11,193,063​​11,098,563​​11,173,214​​11,110,491
Less: Weighted average participating securities​​—​​(59,200)​​—​​(50,440)
Weighted average common shares outstanding​​11,193,063​​11,039,363​​11,173,214​​11,060,051
​​​​​​​​​​​​​
Basic earnings per common share​$1.10​$1.99​$4.05​$5.64
​​​​​​​​​​​​​
Diluted​​​​​​​​​​​​
Net income allocated to common stockholders​$12,266​$21,945​$45,268​$62,415
​​​​​​​​​​​​​
Weighted average common shares outstanding for basic earnings per common share​​11,193,063​​11,039,363​​11,173,214​​11,060,051
Add: Dilutive effects of assumed vesting of performance based restricted stock​​18,096​​76,599​​—​​63,297
Add: Dilutive effects of assumed vesting of restricted stock units​​101,614​​20,911​​35,257​​—
Average shares and dilutive potential common shares​​11,312,773​​11,136,873​​11,208,471​​11,123,348
​​​​​​​​​​​​​
Dilutive earnings per common share​$1.08​$1.97​$4.04​$5.61

For the nine months ended September 30, 2024,24,420 of performance restricted stock units were not considered in the calculation of diluted earnings per share as their inclusion would be anti-dilutive. For the nine months ended September 30, 2023,253,029 of restricted stock units were not considered in the calculation of diluted earnings per share as their inclusion would be anti-dilutive.

NOTE 8 — STOCK COMPENSATION PLAN

Equity Incentive Plan

At September 30, 2024, the Company maintained three stock compensation plans, the Amended and Restated 2022 Equity Incentive Plan (the “2022 EIP”), the 2019 Equity Incentive Plan (the “2019 EIP”) and the 2009 Equity Incentive Plan (the “2009 EIP”). The 2019 EIP expired on May 31, 2022 but has outstanding restricted stock awards subject to vesting schedules. The 2009 EIP has also expired but had outstanding stock options that were exercised in 2023.

The 2022 EIP was approved on May 31, 2022 by the stockholders of the Company. On May 29, 2024, the stockholders of the Company approved the amendment and restatement of the 2022 EIP increasing the number of shares of common stock that may be issued under the plan by 358,000. Under the Amended and Restated 2022 EIP, the remaining maximum number of shares of stock that may be delivered to participants in the form of restricted stock, restricted stock units and stock options, including ISOs and non-qualified stock options is 295,750 at September 30, 2024, subject to adjustment as set forth in the 2022 EIP, plus any awards that are made available under the 2019 EIP after March 15, 2022.

Stock Options

At September 30, 2024, no stock options were outstanding. There wasno compensation cost related to stock options during the three and nine months ended September 30, 2024. There wasno unrecognized compensation cost related to stock options at September 30, 2024 and December 31, 2023.

Restricted Stock Awards and Restricted Stock Units

The Company issued restricted stock awards and restricted stock units under the 2022 EIP, 2019 EIP and the 2009 EIP (collectively, “restricted stock grants”) to certain key personnel. Each restricted stock grant vests based on the vesting schedule outlined in the restricted stock grant agreement. Restricted stock grants are subject to forfeiture if the holder is not employed by the Company on the vesting date.

In the first quarter of 2024 and 2023,168,469 and 170,998 restricted stock grants were issued to certain key personnel, respectively. One-third of these shares vest each year forthree years beginning on March 1, 2025 and March 1, 2024, respectively. Total compensation cost that has been charged against income for restricted stock grants was $1.8 million and $5.2 million for the three and nine months ended September 30, 2024, respectively. Total compensation cost that has been charged against income for restricted stock grants was $1.7 million and $4.6 million for the three and nine months ended September 30, 2023 respectively. As of September 30, 2024, there was $8.6 million of total unrecognized compensation expense related to the restricted stock awards. The cost is expected to be recognized over a weighted-average period of 1.81 years.

In January 2024,27,500 restricted shares were granted to members of the Company’s Board of Directors. These shares vest in January 2025. In January 2023,27,500 restricted shares were granted to members of the Board of Directors. These shares vested in January 2024. Total expense for the awards granted to members of the Board of Directors was $341,000 and $1.0 million for the three and nine months ended September 30, 2024, respectively. Total expense for the awards granted to members of the Board of Directors was $388,000 and $1.2 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, total unrecognized expense for these awards was $341,000.

The following table summarizes the changes in the Company’s restricted stock grants:

​​​​​​
​ · ​ · Nine months ended
​ · ​ · September 30, 2024
​ · ​ · ​ · ​ · Weighted Average
​ · ​ · ​ · ​ · Grant Date
​ · ​ · Number of · ​ · Fair Value
​ · Shares · per Share
Outstanding, beginning of period​233,852​$63.98
Granted​195,969​​42.28
Forfeited​(17,681)​​51.99
Vested​(128,830)​​49.82
Outstanding at end of period​283,310​$56.16

Performance-Based Stock Units

During the second quarter of 2022, the Company established a long-term incentive award program under the 2022 EIP. Under the program,73,260 PRSUs were awarded in the second quarter of 2024, which vest over athree-year period beginning in June 2025 if certain performance criteria are met. The weighted average service inception date fair value of the outstanding awarded shares was $3.0 million. Total compensation cost that has been charged against income for these PRSUs was $275,000 and $365,000 for the three and nine months ended September 30, 2024.

During the second quarter of 2021, the Company established a long-term incentive award program under the 2019 EIP. Under the program,90,000 PRSUs were awarded. During the second quarter of 2022,20,800 PRSUs were forfeited and reissued pursuant to the 2022 EIP. The weighted average service inception date fair value of the outstanding awarded shares was $6.0 million. At the beginning of 2024, 2023, and 2022,30,800,29,200 and 30,000 PRSUs, respectively, vested as all performance criteria were met. All 90,000 vested shares were delivered in the first quarter of 2024. There wasno compensation cost charged against income for these PRSUs for the three and nine months ended September 30, 2024. Total compensation cost that has been charged against income for these PRSUs was $550,000 and $1.6 million for the three and nine months ended September 30, 2023, respectively.

NOTE 9 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company uses fair value measurements to record fair value adjustments to certain assets and derivative contracts, and to determine fair value disclosures. Other than derivative contracts, the Company did not have any liabilities that were measured at fair value at September 30, 2024 and December 31, 2023. AFS securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets or liabilities on a non-recurring basis, such as certain loans where the carrying value is based on the fair value of the underlying collateral. These non-recurring fair value adjustments generally involve the write-down of individual assets due to impairment losses.

Accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own judgments about the assumptions that market participants would use in pricing an asset or liability.

Assets and Liabilities Measured on a Recurring Basis

Assets measured on a recurring basis are limited to the Company’s AFS securities portfolio, equity investments, and derivative contracts. The AFS portfolio is carried at estimated fair value with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income or loss in shareholders’ equity. Equity investments are carried at estimated fair value with changes in fair value reported as “unrealized gain/(loss)” on the statements of operations. Outstanding derivative contracts designated as cash flow hedges are carried at estimated fair value with changes in fair value reported as accumulated other comprehensive income or loss in shareholders’ equity. Outstanding derivatives not designated as hedges are carried at estimated fair value with changes in fair value reported as non-interest income. The fair values for substantially all of these assets are obtained monthly from an independent nationally recognized pricing service. On a quarterly basis, the Company assesses the reasonableness of the fair values obtained for the AFS portfolio by reference to a second independent nationally recognized pricing service. Based on the nature of these securities, the Company’s independent pricing service provides prices which are categorized as Level 2 since quoted prices in active markets for identical assets are generally not available for the majority of securities in the Company’s portfolio. Various modeling techniques are used to determine pricing for the Company’s MBS, including option pricing and discounted cash flow models. The inputs to these models include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. On an annual basis, the Company obtains the models, inputs and assumptions utilized by its pricing service and reviews them for reasonableness. Other than derivative contracts, the Company does not have any liabilities that were measured at fair value on a recurring basis.

Assets measured at fair value on a recurring basis are summarized below (in thousands):

​​​​​​​​​​​​​
​ · ​ · Fair Value Measurement using:
​ · ​ · ​ · ​ · ​ · Quoted Prices · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · in Active · ​ · Significant · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Markets · ​ · Other · ​ · Significant
​ · ​ · Carrying · ​ · For Identical · ​ · Observable · ​ · Unobservable
​AmountAssets (Level 1)Inputs (Level 2)Inputs (Level 3)
At September 30, 2024​​​​​​​​​​​​
U.S. Government agency securities​$63,857​$—​$63,857​$—
U.S. State and Municipal securities​​9,808​​—​​9,808​​—
Residential mortgage securities​​389,824​​—​​389,824​​—
Commercial mortgage securities​​44,769​​—​​44,769​​—
Asset-backed securities​​2,708​​—​​2,708​​—
CRA Mutual Fund​​5,213​​5,213​​—​​—
Derivative assets​​1,298​​—​​1,298​​—
Derivative liabilities​​4,054​​—​​4,054​​—
​​​​​​​​​​​​​
​​​​​​​​​​​​​
​​Fair Value Measurement using:
​​​​​Quoted Prices​​​​​​
​​​​​in Active​Significant​​​
​​​​​Markets​Other​Significant
​​Carrying​For Identical​Observable​Unobservable
​AmountAssets (Level 1)Inputs (Level 2)Inputs (Level 3)
​​​​​​​​​​​​​
At December 31, 2023​​​​​​​​​​​​
U.S. Government agency securities​$61,775​$—​$61,775​$—
U.S. State and Municipal securities​​9,699​​—​​9,699​​—
Residential mortgage securities​​351,920​​—​​351,920​​—
Commercial mortgage securities​​34,584​​—​​34,584​​—
Asset-backed securities​​3,229​​—​​3,229​​—
CRA Mutual Fund​​2,123​​2,123​​—​​—
Derivative assets​​2,687​​—​​2,687​​—
Derivative liabilities​​6,037​​—​​6,037​​—

There wereno transfers between Level 1 and Level 2 during the three and nine months ended September 30, 2024 and 2023.

Assets and Liabilities Not Measured on a Recurring Basis

The Company has engaged independent pricing service providers to provide the fair values of its financial assets and liabilities not measured at fair value. These providers follow FASB’s exit pricing guidelines, as required by ASC 820 Fair Value Measurement, when calculating the fair market value. Cash and cash equivalents include cash and due from banks and overnight deposits. The estimated fair values of cash and cash equivalents are assumed to equal their carrying values, as these financial instruments are either due on demand or have short-term maturities. For securities and the disability fund, if quoted market prices are not available for a specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and credit spreads. The estimated fair value of loans are measured at amortized cost using an exit price notion. Ownership in equity securities of the FRB and FHLB is generally restricted and there is no established liquid market for their resale. The fair values of deposit liabilities with no stated maturity (i.e., money market and savings deposits, and non-interest-bearing demand deposits) are equal to the carrying amounts payable on demand. Time deposits are valued using a replacement cost of funds approach. Trust preferred securities are valued using a replacement cost of funds approach. For all other assets and liabilities it is assumed that the carrying value equals their current fair value.

There wereno material assets measured at fair value on a non-recurring basis at September 30, 2024 and December 31, 2023.

Carrying amounts and estimated fair values of financial instruments not carried at fair value were as follows (in thousands):

​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Fair Value Measurement Using: · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Quoted Prices · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · in Active · ​ · Significant · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Markets · ​ · Other · ​ · Significant · ​ · ​ · ​
​ · ​ · Carrying · ​ · For Identical · ​ · Observable · ​ · Unobservable · ​ · Total Fair
At September 30, 2024AmountAssets (Level 1)Inputs (Level 2)Inputs (Level 3)Value
Financial Assets:​​​​​​​​​​​​​​​
Cash and due from banks​$16,674​$16,674​$—​$—​$16,674
Overnight deposits​​301,804​​301,804​​—​​—​​301,804
Securities held-to-maturity​​438,445​​—​​386,203​​—​​386,203
Loans, net​​5,834,626​​—​​—​​5,763,888​​5,763,888
Other investments​​​​​​​​​​​​​​​
FRB Stock​​11,410​​N/A​​N/A​​N/A​​N/A
FHLB Stock​​13,178​​N/A​​N/A​​N/A​​N/A
Disability Fund​​1,500​​—​​1,500​​—​​1,500
Time deposits at banks​​498​​498​​—​​—​​498
Receivable from global payments business, net​​96,048​​—​​—​​96,048​​96,048
Accrued interest receivable​​31,289​​—​​1,909​​29,380​​31,289
​​​​​​​​​​​​​​​​
Financial Liabilities:​​​​​​​​​​​​​​​
Non-interest-bearing demand deposits​$1,780,305​$1,780,305​$—​$—​$1,780,305
Money market and savings deposits​​4,400,236​​4,400,236​​—​​—​​4,400,236
Time deposits​​89,366​​—​​89,374​​—​​89,374
Federal Home Loan Bank of New York advances​​150,000​​—​​150,000​​—​​150,000
Trust preferred securities payable​​20,620​​—​​—​​20,040​​20,040
Prepaid debit cardholder balances​​21,970​​—​​—​​21,970​​21,970
Accrued interest payable​​5,669​​1,129​​4,150​​390​​5,669
Secured and other borrowings​​107,478​​—​​7,478​​100,120​​107,598
​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Fair Value Measurement Using: · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Quoted Prices · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · in Active · ​ · Significant · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Markets · ​ · Other · ​ · Significant · ​ · ​ · ​
​ · ​ · Carrying · ​ · For Identical · ​ · Observable · ​ · Unobservable · ​ · Total Fair
At December 31, 2023AmountAssets (Level 1)Inputs (Level 2)Inputs (Level 3)Value
Financial Assets:​​​​​​​​​​​​​​​
Cash and due from banks​$31,973​$31,973​$—​$—​$31,973
Overnight deposits​​237,492​​237,492​​—​​—​​237,492
Securities held-to-maturity​​468,860​​—​​404,252​​—​​404,252
Loans, net​​5,566,832​​—​​—​​5,474,238​​5,474,238
Other investments​​​​​​​​​​​​​​​
FRB Stock​​11,410​​N/A​​N/A​​N/A​​N/A
FHLB Stock​​25,558​​N/A​​N/A​​N/A​​N/A
Disability Fund​​1,500​​—​​1,500​​—​​1,500
Time deposits at banks​​498​​498​​—​​—​​498
Receivable from global payments business, net​​87,648​​—​​—​​87,648​​87,648
Accrued interest receivable​​31,948​​—​​2,007​​29,941​​31,948
​​​​​​​​​​​​​​​​
Financial Liabilities:​​​​​​​​​​​​​​​
Non-interest-bearing demand deposits​$1,837,874​$1,837,874​$—​$—​$1,837,874
Money market and savings deposits​​3,864,018​​3,864,018​​—​​—​​3,864,018
Time deposits​​35,400​​—​​35,011​​—​​35,011
Federal funds purchased​​99,000​​—​​99,000​​—​​99,000
Federal Home Loan Bank of New York advances​​440,000​​—​​440,000​​—​​440,000
Trust preferred securities payable​​20,620​​—​​—​​20,007​​20,007
Prepaid debit cardholder balances​​10,178​​—​​—​​10,178​​10,178
Accrued interest payable​​1,894​​1,028​​475​​391​​1,894
Secured and other borrowings​​7,585​​—​​7,585​​—​​7,585

NOTE 10 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in Accumulated Other Comprehensive Income (Loss) balances, net of tax effects at the dates indicated (in thousands):

​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · Total
​ · ​ · ​ · ​ · ​ · ​ · Accumulated
​ · ​ · ​ · ​ · ​ · ​ · Other
​ · ​ · AFS · ​ · Cash Flow · ​ · Comprehensive
​ · ​ · Securities · ​ · Hedge · ​ · Income (Loss)
Three Months Ended​​​​​​​​​
Balance at July 1, 2024​$(57,148)​$4,943​$(52,205)
Unrealized gain (loss) arising during the period, net of tax​​13,459​​(4,518)​​8,941
Reclassification adjustment for gain included in net income, net of tax​​—​​(863)​​(863)
Other comprehensive income (loss), net of tax​​13,459​​(5,381)​​8,078
Balance at September 30, 2024​$(43,689)​$(438)​$(44,127)
​​​​​​​​​​
Balance at July 1, 2023​$(60,789)​$9,868​$(50,921)
Unrealized gain (loss) arising during the period, net of tax​​(8,908)​​509​​(8,399)
Reclassification adjustment for gain included in net income, net of tax​​—​​(831)​​(831)
Other comprehensive income (loss), net of tax​​(8,908)​​(322)​​(9,230)
Balance at September 30, 2023​$(69,697)​$9,546​$(60,151)
​​​​​​​​​​
Nine Months Ended​​​​​​​​​
Balance at January 1, 2024​$(54,685)​$1,749​$(52,936)
Unrealized gain (loss) arising during the period, net of tax​​10,996​​417​​11,413
Reclassification adjustment for gain included in net income, net of tax​​—​​(2,604)​​(2,604)
Other comprehensive income (loss), net of tax​​10,996​​(2,187)​​8,809
Balance at September 30, 2024​$(43,689)​$(438)​$(44,127)
​​​​​​​​​​
Balance at January 1, 2023​$(61,833)​$7,535​$(54,298)
Unrealized gain (loss) arising during the period, net of tax​​(7,864)​​4,517​​(3,347)
Reclassification adjustment for gain included in net income, net of tax​​—​​(2,506)​​(2,506)
Other comprehensive income (loss), net of tax​​(7,864)​​2,011​​(5,853)
Balance at September 30, 2023​$(69,697)​$9,546​$(60,151)

The following table presents the tax effects allocated to each component of Accumulated Other Comprehensive Income (Loss) at the dates indicated (in thousands):

​​​​​​​​​​
​ · ​ · Gross · ​ · Tax · ​ · ​
​ · ​ · Amount · ​ · Component · ​ · Total
Balance at September 30, 2024​​​​​​​​​
Unrealized gain (loss) on AFS Securities​$(62,981)​$19,292​$(43,689)
Unrealized gain (loss) on Cash Flow Hedges​​(591)​​153​​(438)
Total ending other comprehensive income (loss)​$(63,572)​$19,445​$(44,127)
​​​​​​​​​​
At December 31, 2023​​​​​​​​​
Unrealized gain (loss) on AFS Securities​$(77,783)​$23,098​$(54,685)
Unrealized gain (loss) on Cash Flow Hedges​​2,574​​(825)​​1,749
Total ending other comprehensive income (loss)​$(75,209)​$22,273​$(52,936)
​​​​​​​​​​

The following table shows the amounts reclassified out of AOCI for the realized gain on cash flow hedges (in thousands):

​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​Affected line item in
​ · ​ · Three months ended · ​ · Nine months ended · ​ · the Consolidated Statements
​ · ​ · September 30, · ​ · September 30, · ​ · of Operations
​ · ​ · 2024 · ​ · 2023 · ​ · 2024 · ​ · 2023 · ​
Realized gain (loss) on cash flow hedges​$1,245​$1,200$3,757​$3,653​Licensing fees
Income tax (expense) benefit​​(382)​​(369)​​(1,153)​​(1,147)​Income tax expense
Total reclassifications, net of income tax​$863​$831​$2,604​$2,506​​

NOTE 11—COMMITMENTS AND CONTINGENCIES

Financial instruments with off-balance-sheet risk

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its clients. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements. The Company’s exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

The following off-balance-sheet financial instruments, whose contract amounts represent credit risk, are outstanding (in thousands):

​​​​​​​​​​​​​
​ · ​ · At September 30, 2024 · ​ · At December 31, 2023
​ · ​ · Fixed · ​ · Variable · ​ · Fixed · ​ · Variable
​ · Rate · Rate · Rate · Rate
Unused loan commitments​$174,757​$437,093​$67,418​$527,730
Standby and commercial letters of credit​​36,629​​—​​59,532​​—
​​$211,386​$437,093​$126,950​$527,730

A commitment to extend credit is a legally binding agreement to lend to a client as long as there is no violation of any condition established in the contract. These commitments do not necessarily represent future cash requirements and generally expire withintwo years. At September 30, 2024, the Company’s fixed rate loan commitments had interest rates ranging from 3.0% to 9.0% and the Company’s variable rate loan commitments had interest rates ranging from 7.0% to 12.0%. At December 31, 2023, the Company’s fixed rate loan commitments had interest rates ranging from 3.0% to 9.5% and the Company’s variable rate loan commitments had interest rates ranging from 6.0% to 12.5%. The amount of collateral obtained, if any, by the Company upon extension of credit is based on management’s credit evaluation of the borrower. Collateral held varies but may include mortgages on commercial and residential real estate, security interests in business assets, equipment, deposit accounts with the Company or other financial institutions and securities.

The Company’s stand-by letters of credit amounted to $36.6 million and $59.5 million as of September 30, 2024 and December 31, 2023, respectively. The Company’s stand-by letters of credit are collateralized by interest-bearing accounts of $27.5 million and $36.2 million as of September 30, 2024 and December 31, 2023, respectively.

Legal and Regulatory Proceedings

There have been and continue to be ongoing investigations by governmental entities concerning a prepaid debit card product program that was offered by GPG. During the early stages of the COVID-19 pandemic, third parties used this prepaid debit card product to establish unauthorized accounts and to receive unauthorized government benefits payments, including unemployment insurance benefits payments made pursuant to the Coronavirus Aid, Relief, and Economic Security Act from many states. The Company ceased accepting new accounts from this program manager in July 2020

and exited its relationship with this program manager in August 2020. The Company has cooperated and continues to cooperate in these investigations and continues to review this matter. In 2023, the Bank entered into separate consensual resolutions with each of the FRB and the NYSDFS with respect to their investigations, each of which investigations is now closed as a result of such orders. In the third quarter of 2024, the Company recorded a $10.0 million regulatory reserve to resolve a state agency investigation connected with this matter.

In addition to the matters described above, the Company is subject to various other pending and threatened legal actions relating to the conduct of its business activities, as well as inquiries and investigations from regulators. While the future outcome of litigation or regulatory matters cannot be determined at this time, in the opinion of management, as of September 30, 2024, the aggregate liability, if any, arising out of any such other pending or threatened matters are not expected to be material to the Company’s financial condition, results of operations, and liquidity.

NOTE 12 — REVENUE FROM CONTRACTS WITH CUSTOMERS

All of the Company’s revenue from contracts with customers that are in the scope of ASC 606, Revenue from Contracts with Customers*,*are recognized in non-interest income. The following table presents the Company’s revenue from contracts with customers (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30, · ​ · ​ · Nine months ended September 30,
​ · 2024 · 2023 · ​ · ​ · 2024 · 2023
Service charges on deposit accounts​$2,135​$1,463​​$6,092​$4,400
Global Payments Group revenue​3,500​4,247​​11,255​14,828
Other service charges and fees​583​867​​2,045​2,185
Total​$6,218​$6,577​​$19,392​$21,413

A description of the Company’s revenue streams accounted for under the accounting guidance is as follows:

Service charges on deposit accounts

The Company offers business and personal retail products and services, which include, but are not limited to, online banking, mobile banking, Automated Clearing House (“ACH”) transactions, and remote deposit capture. A standard deposit contract exists between the Company and all deposit clients. The Company earns fees from its deposit clients for transaction-based services (such as ATM use fees, stop payment charges, statement rendering, and ACH fees), account maintenance, and overdraft services. Transaction-based fees are recognized at the time the transaction is executed as that is the point in time the Company fulfills the client’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the client’s account balance.

Global payment group revenue

The Company offers corporate cash management and retail banking services and, through its global payments business, provides services to non-bank financial service companies. The Company earns initial set-up fees for these programs as well as fees for transactions processed. The Company receives transaction data at the end of each month for services rendered, at which time revenue is recognized. Additionally, service charges specific to GPG clients’ deposits are recognized within GPG revenue.

Other service charges

The primary component of other service charges relates to letter of credit fees and FX conversion fees. The Company outsources FX conversion for foreign currency transactions to correspondent banks. The Company earns a portion of an FX conversion fee that the client charges to process an FX conversion transaction. Revenue is recognized at the end of the month once the client has remitted the transaction information to the Company.

NOTE 13 — DERIVATIVES

On occasion, the Company enters into derivative contracts as a part of its asset liability management strategy to help manage its interest rate risk position. At September 30, 2024, these derivatives had a notional amount of $550.0 million and contractual maturities ranging from August 1, 2025 to March 23, 2026. The notional amount of the derivatives does not represent the amount exchanged by the parties. The derivatives were designated as cash flow hedges of certain deposit liabilities and borrowings of the Company. The hedges were determined to be highly effective during the three and nine months ended September 30, 2024. The Company expects the hedges to remain highly effective during the remaining term of the derivatives.

In addition, the Company periodically enters into certain commercial loan interest rate swap agreements to provide commercial loan clients the ability to convert loans from variable to fixed interest rates. Under these agreements, the Company enters into a variable-rate loan agreement with a client in addition to a swap agreement. This swap agreement effectively converts the client’s variable rate loan into a fixed rate loan. The Company then enters into a corresponding swap agreement with a third party to offset its exposure on the variable and fixed components of the client agreement. As the interest rate swap agreements with the clients and third parties are not designated as hedges, the instruments are marked to market in earnings. At September 30, 2024, these interest rate swaps have a notional amount of $69.0 million and a contractual maturity of August 15, 2028.

The following tables reflect the derivatives recorded on the balance sheet (in thousands):

​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Fair Value
​​​Notional​​Other​​Other
​​​Amount​​Assets​​Liabilities
At September 30, 2024​​​​​​​​​
Derivatives designated as hedges:​​​​​​​​​
Interest rate swaps related to client deposits and borrowings​$550,000​$—​$2,756
​​​​​​​​​​
Derivatives not designated as hedges:​​​​​​​​​
Interest rate swaps​$69,000​$1,298​$1,298
​​​​​​​​​​
At December 31, 2023​​​​​​​​​
Derivatives designated as hedges:​​​​​​​​​
Interest rate swaps related to client deposits and borrowings​$700,000​$1,530​$4,880
​​​​​​​​​​
Derivatives not designated as hedges:​​​​​​​​​
Interest rate swaps​$69,000​$1,157​$1,157

The effect of cash flow hedge accounting on accumulated other comprehensive income is as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended September 30, · ​ · Nine months ended September 30,
​ · 2024 · 2023 · ​ · 2024 · 2023
Interest rate swaps and caps related to client deposits and borrowings · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Amount of gain (loss) recognized in OCI, net of tax​$(4,518)​$509​$417​$4,517
Amount of gain (loss) reclassified from OCI into income​$1,245​$1,200​$3,757​$3,653
Location of gain (loss) reclassified from OCI into income​Licensing fees​Licensing fees​Licensing fees​Licensing fees
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.