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Kearny Financial Corp

For the period ended Sep 30, 2024. Filed Nov 5, 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 5, 2024

KRNY$9.26+2.8%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements (Unaudited)

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of Kearny Financial Corp. (the “Company”), its wholly-owned subsidiary, Kearny Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries. The Company conducts its business principally through the Bank. Management prepared the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), including the elimination of all significant inter-company accounts and transactions during consolidation.

Basis of Presentation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include the information or footnotes necessary for a complete presentation of financial condition, income, comprehensive income, changes in stockholders’ equity and cash flows in conformity with GAAP. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the unaudited consolidated financial statements have been included. The results of operations for the three months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other period.

The data in the Consolidated Statement of Financial Condition at June 30, 2024 was derived from the Company’s 2024 Annual Report on Form 10-K. That data, along with the interim unaudited financial information presented in the Consolidated Statements of Financial Condition, Income, Comprehensive Income, Changes in Stockholders’ Equity and Cash Flows should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s 2024 Annual Report on Form 10-K.

The accounting and reporting policies of the Company conform to U.S. GAAP and to general practice within the financial services industry. A discussion of these policies can be found in Note 1, Summary of Significant Accounting Policies, included in the Company’s 2024 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies since June 30, 2024.

  1. SUBSEQUENT EVENTS

The Company has evaluated events and transactions occurring subsequent to the statement of financial condition date of September 30, 2024, for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date this document was filed.

On October 24, 2024, the Company declared a quarterly cash dividend of $0.11 per share, payable on November 20, 2024 to stockholders of record as of November 6, 2024.

  1. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Issued Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280), to improve reportable segment disclosures by requiring public entities to disclose significant expense categories and amounts for each reportable segment, where significant expense categories are defined as those that are regularly reported to an entity’s chief operating decision-maker and included in a segment’s reported measures of profit or loss. For public companies, the requirements will become effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. As the Company has onlyone reportable segment, this ASU is not expected to have a material effect on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures (Topic 740), which requires reporting companies to improve the transparency of certain income tax related disclosures, including the rate reconciliation and taxes paid disclosures. For public companies, the requirements will become effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect this ASU to have a material effect on the Company’s consolidated financial statements.

  • 7 -

In March 2024, the FASB issued ASU 2024-01, Compensation-Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards. ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interest and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods, although early adoption is permitted. The Company does not expect this ASU to have an impact on our consolidated financial statements.

  1. SECURITIES

The following tables present the amortized cost, gross unrealized gains and losses and estimated fair values for available for sale securities and the amortized cost, gross unrecognized gains and losses and estimated fair values for held to maturity securities as of the dates indicated:

September 30, 2024
AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesAllowance forCredit LossesFairValue
(In Thousands)
Available for sale:
Debt securities:
Asset-backed securities$74,136$145$190$—$74,091
Collateralized loan obligations376,0412,31725—378,333
Corporate bonds150,87210117,999—132,974
Total debt securities601,0492,56318,214—585,398
Mortgage-backed securities:
Residential pass-through securities (1)421,3772073,546—347,851
Commercial pass-through securities (1)155,16974518,352—137,562
Total mortgage-backed securities576,54676591,898—485,413
Total securities available for sale$1,177,595$3,328$110,112$—$1,070,811
June 30, 2024
AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesAllowance forCredit LossesFairValue
(In Thousands)
Available for sale:
Debt securities:
Asset-backed securities$80,305$217$82$—$80,440
Collateralized loan obligations386,9832,57414—389,543
Corporate bonds150,8916419,158—131,797
Total debt securities618,1792,85519,254—601,780
Mortgage-backed securities:
Residential pass-through securities (1)429,473292,211—337,264
Commercial pass-through securities (1)155,8546322,128—133,789
Total mortgage-backed securities585,32765114,339—471,053
Total securities available for sale$1,203,506$2,920$133,593$—$1,072,833
  • 8 -
September 30, 2024
AmortizedCostGrossUnrecognizedGainsGrossUnrecognizedLossesAllowance forCredit LossesFairValue
(In Thousands)
Held to maturity:
Debt securities:
Obligations of state and political subdivisions$11,860$1$80$—$11,781
Total debt securities11,860180—11,781
Mortgage-backed securities:
Residential pass-through securities (1)108,19031310,174—98,329
Commercial pass-through securities (1)12,206—1,591—10,615
Total mortgage-backed securities120,39631311,765—108,944
Total securities held to maturity$132,256$314$11,845$—$120,725
June 30, 2024
AmortizedCostGrossUnrecognizedGainsGrossUnrecognizedLossesAllowance forCredit LossesFairValue
(In Thousands)
Held to maturity:
Debt securities:
Obligations of state and political subdivisions$12,913$—$277$—$12,636
Total debt securities12,913—277—12,636
Mortgage-backed securities:
Residential pass-through securities (1)110,614—14,134—96,480
Commercial pass-through securities (1)12,215—2,053—10,162
Total mortgage-backed securities122,829—16,187—106,642
Total securities held to maturity$135,742$—$16,464$—$119,278
  • 9 -

Excluding the balances of mortgage-backed securities, the following tables present the amortized cost and estimated fair values of debt securities available for sale and held to maturity, by contractual maturity, at September 30, 2024:

September 30, 2024
AmortizedCostFairValue
(In Thousands)
Available for sale debt securities:
Due in one year or less$—$—
Due after one year through five years33,89032,351
Due after five years through ten years400,225388,163
Due after ten years166,934164,884
Total$601,049$585,398
September 30, 2024
AmortizedCostFairValue
(In Thousands)
Held to maturity debt securities:
Due in one year or less$5,581$5,569
Due after one year through five years6,2796,212
Due after five years through ten years——
Due after ten years——
Total$11,860$11,781

The carrying value of securities pledged were as follows as of the dates presented below:

September 30,2024June 30,2024
(In Thousands)
Securities pledged:
Pledged to secure public funds on deposit$99,919$100,238
Pledged for potential borrowings at the Federal Reserve Bank of New York781,017482,044
Pledged for the bank term funding program91,82388,899
Total carrying value of securities pledged$972,759$671,181

The following tables present the gross unrealized losses on securities and the estimated fair value of the related securities, aggregated by investment category and length of time that securities have been in a continuous unrealized loss position within the available for sale portfolio at September 30, 2024 and June 30, 2024:

September 30, 2024
Less than 12 Months · 12 Months or More · Total
FairValueUnrealizedLossesFairValueUnrealizedLossesNumber of SecuritiesFairValueUnrealizedLosses
(Dollars in Thousands)
Securities Available for Sale:
Asset-backed securities$21,842$77$24,131$1139$45,973$190
Collateralized loan obligations17,5291124,98614342,51525
Corporate bonds——122,87217,99926122,87217,999
Commercial pass-through securities——113,93918,3527113,93918,352
Residential pass-through securities361346,25873,54596346,29473,546
Total$39,407$89$632,186$110,023141$671,593$110,112
  • 10 -
June 30, 2024
Less than 12 Months · 12 Months or More · Total
FairValueUnrealizedLossesFairValueUnrealizedLossesNumber of SecuritiesFairValueUnrealizedLosses
(Dollars in Thousands)
Securities Available for Sale:
Asset-backed securities$14,093$16$43,411$668$57,504$82
Collateralized loan obligations3,863—24,98614428,84914
Corporate bonds——121,73319,15826121,73319,158
Commercial pass-through securities——110,74122,1288110,74122,128
Residential pass-through securities1412336,77292,209103336,91392,211
Total$18,097$18$637,643$133,575149$655,740$133,593

The following table presents the gross unrecognized losses on securities and the estimated fair value of the related securities, aggregated by investment category and length of time that securities have been in a continuous unrecognized loss position within the held to maturity portfolio at September 30, 2024 and June 30, 2024:

September 30, 2024
Less than 12 Months · 12 Months or More · Total
FairValueUnrecognizedLossesFairValueUnrecognized LossesNumber of SecuritiesFairValueUnrecognizedLosses
(Dollars in Thousands)
Securities Held to Maturity:
Obligations of state and political subdivisions$—$—$9,431$8017$9,431$80
Commercial pass-through securities——10,6161,591110,6161,591
Residential pass-through securities——63,27010,174863,27010,174
Total$—$—$83,317$11,84526$83,317$11,845
June 30, 2024
Less than 12 Months · 12 Months or More · Total
FairValueUnrecognizedLossesFairValueUnrecognized LossesNumber of SecuritiesFairValueUnrecognizedLosses
(Dollars in Thousands)
Securities Held to Maturity:
Obligations of state and political subdivisions$449$14$11,886$26323$12,335$277
Commercial pass-through securities——10,1622,053110,1622,053
Residential pass-through securities35,28732761,19313,807996,48014,134
Total$35,736$341$83,241$16,12333$118,977$16,464

Available for sale securities are evaluated to determine if a decline in fair value below the amortized cost basis has resulted from a credit loss or from other factors. An impairment related to credit factors would be recorded through an allowance for credit losses. The allowance is limited to the amount by which the security’s amortized cost basis exceeds the fair value. An impairment that has not been recorded through an allowance for credit losses shall be recorded through other comprehensive income, net of applicable taxes. Investment securities will be written down to fair value through the Consolidated Statement of Income if management intends to sell, or may be required to sell, the securities before they recover in value. The issuers of these securities continue to make timely principal and interest payments and none of these securities were past due or were placed in nonaccrual status at September 30, 2024. The Company also monitors the credit quality of the issuers through credit ratings from various rating agencies. Credit ratings express opinions about the credit quality of a security and are utilized by the Company to make informed decisions. Management believes that the unrealized losses on these securities are a function of changes in market interest rates and credit spreads, not changes in credit quality. No allowance for credit losses was recorded at September 30, 2024 on available for sale securities.

At September 30, 2024, the held to maturity securities portfolio consists of agency mortgage-backed securities and obligations of state and political subdivisions. The mortgage-backed securities are issued by U.S. government agencies and are implicitly guaranteed by the U.S. government. The obligations of state and political subdivisions in the portfolio are highly rated by major rating agencies and have a long history of no credit losses. The Company regularly monitors the obligations of state and

  • 11 - political subdivisions sector of the market and reviews collectability including such factors as the financial condition of the issuers as well as credit ratings in effect as of the reporting period. No allowance for credit losses was recorded at September 30, 2024 on held to maturity securities.
  1. LOANS RECEIVABLE

The following table sets forth the composition of the Company’s loan portfolio at September 30, 2024 and June 30, 2024:

September 30,2024June 30,2024
(In Thousands)
Commercial loans:
Multi-family mortgage$2,646,187$2,645,851
Nonresidential mortgage950,771948,075
Commercial business145,984142,747
Construction227,327209,237
Total commercial loans3,970,2693,945,910
One- to four-family residential mortgage1,768,2301,756,051
Consumer loans:
Home equity loans44,74144,104
Other consumer2,9652,685
Total consumer loans47,70646,789
Total loans5,786,2055,748,750
Unaccreted yield adjustments (1)(1,959)(15,963)
Total loans receivable, net of yield adjustments$5,784,246$5,732,787

(1)At September 30, 2024 and June 30, 2024, included a fair value adjustment to the carrying amount of hedged one- to four-family residential mortgage loans.

Past Due Loans

Past due status is based on the contractual payment terms of the loans. The following tables present the payment status of past due loans as of September 30, 2024 and June 30, 2024, by loan segment:

Payment StatusSeptember 30, 2024
30-59 Days60-89 Days90 Days and OverTotal Past DueCurrentTotal
(In Thousands)
Multi-family mortgage$—$—$10,532$10,532$2,635,655$2,646,187
Nonresidential mortgage270—7,9668,236942,535950,771
Commercial business74—505579145,405145,984
Construction————227,327227,327
One- to four-family residential mortgage2,4134,3922,1818,9861,759,2441,768,230
Home equity loans553—4059344,14844,741
Other consumer4—592,9562,965
Total loans$3,314$4,392$21,229$28,935$5,757,270$5,786,205
  • 12 -
Payment StatusJune 30, 2024
30-59 Days60-89 Days90 Days and OverTotal Past DueCurrentTotal
(In Thousands)
Multi-family mortgage$—$—$19,888$19,888$2,625,963$2,645,851
Nonresidential mortgage6,149—3,2499,398938,677948,075
Commercial business3764613714142,033142,747
Construction————209,237209,237
One- to four-family residential mortgage8002,9512,8776,6281,749,4231,756,051
Home equity loans208—4425243,85244,104
Other consumer——552,6802,685
Total loans$7,194$3,015$26,676$36,885$5,711,865$5,748,750

Nonperforming Loans

Loans are generally placed on nonaccrual status when contractual payments become 90 or more days past due or when the Company does not expect to receive all principal and interest payments owed substantially in accordance with the terms of the loan agreement, regardless of past due status. Loans that become 90 days or more past due, but are well secured and in the process of collection, may remain on accrual status. Nonaccrual loans are generally returned to accrual status when all payments due are brought current and the Company expects to receive all remaining principal and interest payments owed substantially in accordance with the terms of the loan agreement. Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are generally applied to reduce the carrying value of the loan. The Company didnot recognize interest income on non-accrual loans during the three months ended September 30, 2024 and 2023.

The following tables present information relating to the Company’s nonperforming loans as of September 30, 2024 and June 30, 2024:

Performance StatusSeptember 30, 2024
90 Days and Over Past Due AccruingNonaccrual Loans with Allowance for Credit LossesNonaccrual Loans with no Allowance for Credit LossesTotal NonperformingPerformingTotal
(In Thousands)
Multi-family mortgage$—$—$21,980$21,980$2,624,207$2,646,187
Nonresidential mortgage—5,5223,6369,158941,613950,771
Commercial business—54534579145,405145,984
Construction————227,327227,327
One- to four-family residential mortgage—2,3575,7338,0901,760,1401,768,230
Home equity loans——424244,69944,741
Other consumer——552,9602,965
Total loans$—$8,424$31,430$39,854$5,746,351$5,786,205
Performance StatusJune 30, 2024
90 Days and Over Past Due AccruingNonaccrual Loans with Allowance for Credit LossesNonaccrual Loans with no Allowance for Credit LossesTotal NonperformingPerformingTotal
(In Thousands)
Multi-family mortgage$—$—$22,591$22,591$2,623,260$2,645,851
Nonresidential mortgage—5,6954,1289,823938,252948,075
Commercial business—714—714142,033142,747
Construction————209,237209,237
One- to four-family residential mortgage—2,2954,4106,7051,749,3461,756,051
Home equity loans——444444,06044,104
Other consumer——552,6802,685
Total loans$—$8,704$31,178$39,882$5,708,868$5,748,750
  • 13 -

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

The following tables presents the amortized cost basis at September 30, 2024 and September 30, 2023 of loan modifications made to borrowers experiencing financial difficulty that were restructured during the three months ended September 30, 2024 and 2023, by type of modification:

Three Months Ended September 30, 2024
Payment DelayTerm ExtensionPayment Delay and Interest Rate ReductionsTotalPercent of Total Class
(Dollars In Thousands)
Multi-family mortgage$8,782$—$2,666$11,4480.43%
Nonresidential mortgage178——1780.02%
Total$8,960$—$2,666$11,6260.21%
Three Months Ended September 30, 2023
Payment DelayTerm ExtensionTotalPercent of Total Class
(Dollars In Thousands)
Commercial business$45$—$450.03%
One- to four-family residential mortgage489—4890.03%
Total$534$—$5340.03%

No modifications involved forgiveness of principal for the three months ended September 30, 2024, and September 30, 2023, respectively. There wereno commitments to lend additional funds to borrowers experiencing financial difficulty whose terms have been restructured at September 30, 2024 and September 30, 2023.

Of the loans restructured during the three months ended September 30, 2024 and September 30, 2023 there were no subsequent defaults as of September 30, 2024. For restructured loans, a subsequent payment default is defined in terms of delinquency, when a principal or interest payment is 90 days past due or classified into non-accrual status during the reporting period.

The following tables presents the payment status of the loans that were modified to borrowers experiencing financial difficulties in the last twelve months:

September 30, 2024
Current30-89 Days Past Due90 Days or More Past DueTotalPast Due
(Dollars In Thousands)
Multi-family mortgage$11,448$—$—$—
Nonresidential mortgage922———
One- to four-family residential mortgage46142—42
Home equity loans——2323
Total$12,831$42$23$65
  • 14 -

Individually Analyzed Loans

Individually analyzed loans include loans which do not share similar risk characteristics with other loans. Loans previously modified as TDRs and loan modifications made to borrowers experiencing financial difficulty will generally be evaluated for individual impairment, however, after a period of sustained repayment performance which permits the credit to be returned to accrual status, the loans would generally be removed from individual impairment analysis and returned to its corresponding pool. As of September 30, 2024, the carrying value of individually analyzed loans, including loans acquired with deteriorated credit quality that were individually analyzed, totaled $39.8 million, of which $32.3 million were considered collateral dependent.

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

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

September 30, 2024June 30, 2024
Carrying ValueRelated AllowanceCarrying ValueRelated Allowance
(In Thousands)
Commercial loans:
Multi-family mortgage$21,980$—$22,591$—
Nonresidential mortgage (1)7,9664938,598508
Total commercial loans29,94649331,189508
One- to four-family residential mortgage (2)2,343—1,406—
Consumer loans:
Home equity loans (2)18—18—
Total$32,307$493$32,613$508

(1)Secured by income-producing nonresidential property.

(2)Secured by one- to four-family residential properties.

Credit Quality Indicators

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

Pass –Loans that are well protected by the current net worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner.

Special Mention – Loans which do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification but have some credit deficiencies or other potential weaknesses.

Substandard – Loans which are inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

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

Loss – Loans which are considered uncollectible or of so little value that their continuance as assets is not warranted.

  • 15 -

The following table presents the risk category of loans and current period gross charge-offs as of September 30, 2024 by loan segment and vintage year:

Term Loans by Origination Year for Fiscal Years ended June 30,
20252024202320222021PriorRevolving LoansTotal
(In Thousands)
Multi-family mortgage:
Pass$19,838$26,626$594,460$945,315$216,063$798,849$—$2,601,151
Special Mention—————7,836—7,836
Substandard————9,51427,686—37,200
Doubtful————————
Total multi-family mortgage19,83826,626594,460945,315225,577834,371—2,646,187
Multi-family current period gross charge-offs————————
Nonresidential mortgage:
Pass22,10582,431105,083198,36186,790424,686—919,456
Special Mention————2,08314,637—16,720
Substandard————86813,727—14,595
Doubtful————————
Total nonresidential mortgage22,10582,431105,083198,36189,741453,050—950,771
Nonresidential current period gross charge-offs————————
Commercial business:
Pass4,89212,0877,90024,41917,92810,81061,965140,001
Special Mention———1,907144168—2,219
Substandard—————3,6111533,764
Doubtful————————
Total commercial business4,89212,0877,90026,32618,07214,58962,118145,984
Commercial current period gross charge-offs—————127—127
Construction loans:
Pass2,06965,71845,18014,83163,1556,1455,735202,833
Special Mention—4,000——20,494——24,494
Substandard————————
Doubtful————————
Total construction loans2,06969,71845,18014,83183,6496,1455,735227,327
Residential mortgage:
Pass48,656180,515183,056424,749453,243465,698241,755,941
Special Mention—————315—315
Substandard——500790—10,684—11,974
Doubtful————————
Total residential mortgage48,656180,515183,556425,539453,243476,697241,768,230
Residential current period gross charge-offs—————2—2
Home equity loans:
Pass7711,9505,0932,1223348,64525,50944,424
Special Mention——————9797
Substandard—————220—220
Doubtful————————
Total home equity loans7711,9505,0932,1223348,86525,60644,741
Other consumer loans
Pass5465162101272571,168412,865
Special Mention————————
Substandard————————
Doubtful——————100100
Other consumer loans5465162101272571,1681412,965
Total loans$98,877$373,843$941,482$1,612,621$870,873$1,794,885$93,624$5,786,205
Total current period gross charge-offs$—$—$—$—$—$129$—$129
  • 16 -

The following table presents the risk category of loans as of June 30, 2024 by loan segment and vintage year:

Term Loans by Origination Year for Fiscal Years ended June 30,
20242023202220212020PriorRevolving LoansTotal
(In Thousands)
Multi-family mortgage:
Pass$26,683$596,321$949,690$219,850$201,611$607,332$—$2,601,487
Special Mention—————6,475—6,475
Substandard———9,570—28,319—37,889
Doubtful————————
Total multi-family mortgage26,683596,321949,690229,420201,611642,126—2,645,851
Multi-family current period gross charge-offs—————398—398
Nonresidential mortgage:
Pass87,380105,768199,82990,31244,598389,68030917,597
Special Mention———447—14,714—15,161
Substandard———867—14,450—15,317
Doubtful————————
Total nonresidential mortgage87,380105,768199,82991,62644,598418,84430948,075
Nonresidential current period gross charge-offs—————5,975—5,975
Commercial business:
Pass12,1528,27327,61518,2424,3377,86356,592135,074
Special Mention——1,559437—1,754—3,750
Substandard————1,7672,0031533,923
Doubtful————————
Total commercial business12,1528,27329,17418,6796,10411,62056,745142,747
Commercial current period gross charge-offs———3,39146411—3,866
Construction loans:
Pass51,26145,18014,28462,5842,6023,6475,735185,293
Special Mention3,450——20,494———23,944
Substandard————————
Doubtful————————
Total construction loans54,71145,18014,28483,0782,6023,6475,735209,237
Residential mortgage:
Pass185,034184,737431,346458,69677,442406,6772911,744,223
Special Mention—————1,453—1,453
Substandard—509796——9,070—10,375
Doubtful————————
Total residential mortgage185,034185,246432,142458,69677,442417,2002911,756,051
Residential current period gross charge-offs—————37—37
Home equity loans:
Pass1,9195,6982,1733471,0198,08624,53543,777
Special Mention——————9393
Substandard—————234—234
Doubtful————————
Total home equity loans1,9195,6982,1733471,0198,32024,62844,104
Other consumer loans
Pass804211204127224990392,599
Special Mention————————
Substandard————————
Doubtful——————8686
Other consumer loans8042112041272249901252,685
Total loans$368,683$946,697$1,627,496$881,973$333,600$1,502,747$87,554$5,748,750
Total current period gross charge-offs$—$—$—$3,391$464$6,421$—10,276
  • 17 -

Mortgage Loans in Foreclosure

The Company may obtain physical possession of one- to four-family real estate collateralizing a residential mortgage loan or nonresidential real estate collateralizing a nonresidential mortgage loan via foreclosure or through an in-substance repossession. As of September 30, 2024, the Company held no nonresidential property in other real estate owned that was acquired through foreclosure on a nonresidential mortgage loan. As of that same date, the Company heldtwo residential mortgage loans with an aggregate carrying value of $678,500 andsix commercial mortgage loans with aggregate carrying values totaling $18.2 million which were in the process of foreclosure. As of June 30, 2024, the Company held no nonresidential property in other real estate owned that was acquired through foreclosure on a nonresidential mortgage loan. As of that same date, the Company held three residential mortgage loans with aggregate carrying values totaling $1.2 million andsix commercial mortgage loans with aggregate carrying values totaling $13.6 million which were in the process of foreclosure.

  1. ALLOWANCE FOR CREDIT LOSSES

Allowance for Credit Losses on Loans Receivable

The following tables present the balance of the allowance for credit losses at September 30, 2024 and June 30, 2024. The balance of the allowance for credit losses is based on an expected loss methodology, referred to as the “CECL” methodology. The tables identify the valuation allowances attributable to specifically identified impairments on individually analyzed loans, including those acquired with deteriorated credit quality, as well as valuation allowances for impairments on loans collectively evaluated. The tables include the underlying balance of loans receivable applicable to each category as of those dates.

Allowance for Credit LossesSeptember 30, 2024
Loansacquired withdeterioratedcredit qualityindividuallyanalyzedLoansacquired withdeterioratedcredit qualitycollectivelyevaluatedLoans individually analyzedLoans collectively evaluatedTotal allowance for credit losses
(In Thousands)
Multi-family mortgage$—$—$—$24,368$24,368
Nonresidential mortgage—284936,3926,913
Commercial business—71241,5741,705
Construction—13—1,4901,503
One- to four-family residential mortgage5773819,7749,985
Home equity loans———357357
Other consumer———9292
Total loans$57$121$698$44,047$44,923
Balance of Loans ReceivableSeptember 30, 2024
Loansacquired withdeterioratedcredit qualityindividuallyanalyzed · Loansacquired withdeterioratedcredit qualitycollectivelyevaluated · Loans individuallyanalyzed · Loans collectivelyevaluated · Total loans
(In Thousands)
Multi-family mortgage$—$—$21,980$2,624,207$2,646,187
Nonresidential mortgage6131,7418,545939,872950,771
Commercial business—2,811579142,594145,984
Construction—5,735—221,592227,327
One- to four-family residential mortgage1,5193,1196,5711,757,0211,768,230
Home equity loans23—1944,69944,741
Other consumer———2,9652,965
Total loans$2,155$13,406$37,694$5,732,950$5,786,205
Unaccreted yield adjustments(1,959)
Loans receivable, net of yield adjustments$5,784,246
  • 18 -
Allowance for Credit LossesJune 30, 2024
Loansacquired withdeterioratedcredit qualityindividuallyanalyzedLoansacquired withdeterioratedcredit qualitycollectivelyevaluatedLoans individuallyanalyzedLoans collectivelyevaluatedTotal allowance for credit losses
(In Thousands)
Multi-family mortgage$—$—$—$24,125$24,125
Nonresidential mortgage—315175,5776,125
Commercial business—62281,3391,573
Construction———1,2301,230
One- to four-family residential mortgage99510811,24911,461
Home equity loans———349349
Other consumer———7676
Total loans$9$132$853$43,945$44,939
Balance of Loans ReceivableJune 30, 2024
Loansacquired withdeterioratedcredit qualityindividuallyanalyzed · Loansacquired withdeterioratedcredit qualitycollectivelyevaluated · Loans individuallyanalyzed · Loans collectivelyevaluated · Total loans
(In Thousands)
Multi-family mortgage$—$—$22,591$2,623,260$2,645,851
Nonresidential mortgage2842,1459,539936,107948,075
Commercial business—2,794714139,239142,747
Construction—5,735—203,502209,237
One- to four-family residential mortgage1,2763,4315,4291,745,9151,756,051
Home equity loans24—2044,06044,104
Other consumer———2,6852,685
Total loans$1,584$14,105$38,293$5,694,768$5,748,750
Unaccreted yield adjustments(15,963)
Loans receivable, net of yield adjustments$5,732,787

The following tables present the activity in the allowance for credit losses on loans for the three months ended September 30, 2024 and 2023.

Changes in the Allowance for Credit LossesThree Months Ended September 30, 2024
Balance atJune 30, 2024Charge-offsRecoveriesProvision for(reversal of)credit lossesBalance atSeptember 30, 2024
(In Thousands)
Multi-family mortgage$24,125$—$—$243$24,368
Nonresidential mortgage6,125——7886,913
Commercial business1,573(127)52541,705
Construction1,230——2731,503
One- to four-family residential mortgage11,461(2)—(1,474)9,985
Home equity loans349——8357
Other consumer76——1692
Total loans$44,939$(129)$5$108$44,923
  • 19 -
Changes in the Allowance for Credit LossesThree Months Ended September 30, 2023
Balance atJune 30, 2023Charge-offsRecoveriesProvision for(reversal of)credit lossesBalance atSeptember 30, 2023
(In Thousands)
Multi-family mortgage$26,362$—$—$(772)$25,590
Nonresidential mortgage8,953(2,033)1094087,437
Commercial business1,440(189)61561,413
Construction1,336——(19)1,317
One- to four-family residential mortgage10,237——46610,703
Home equity loans338——4342
Other consumer68——270
Total loans$48,734$(2,222)$115$245$46,872

Allowance for Credit Losses on Off Balance Sheet Commitments

The following table presents the activity in the allowance for credit losses on off balance sheet commitments recorded in other non-interest expense for the three months ended September 30, 2024 and 2023:

Three Months EndedSeptember 30,
20242023
(In Thousands)
Balance at beginning of the period$796$741
Provision for (reversal of) credit losses273(74)
Balance at end of the period$1,069$667
  1. DEPOSITS

Deposits at September 30, 2024 and June 30, 2024 are summarized as follows:

September 30,2024June 30,2024
(In Thousands)
Non-interest-bearing demand$592,099$598,366
Interest-bearing demand2,247,6852,308,915
Savings681,709643,481
Certificates of deposits1,949,0191,607,361
Total deposits$5,470,512$5,158,123
  1. BORROWINGS

Borrowings at September 30, 2024 and June 30, 2024 consisted of the following:

September 30,2024June 30,2024
(In Thousands)
FHLB advances$1,109,888$1,434,789
Federal Reserve Bank Term Funding Program ("BTFP") borrowings100,000100,000
Overnight borrowings (1)270,000175,000
Total borrowings$1,479,888$1,709,789

(1)At September 30, 2024, there wereno FHLB overnight line of credit borrowings and $270.0 million of unsecured overnight borrowings from other financial institutions. At June 30, 2024, represented $175.0 million of FHLB overnight line of credit borrowings.

  • 20 -

Fixed rate advances from the FHLB of New York and BTFP borrowings mature as follows:

September 30, 2024 · June 30, 2024
Balance · WeightedAverageInterest Rate · Balance · WeightedAverageInterest Rate
(Dollars in Thousands)
By remaining period to maturity:
Less than one year$1,003,5004.87%$1,328,5005.25%
One to two years6,5002.826,5002.82
Two to three years————
Three to four years200,0003.98200,0003.98
Four to five years————
Greater than five years————
Total advances1,210,0004.71%1,535,0005.07%
Unamortized fair value adjustments(112)(211)
Total advances, net of fair value adjustments$1,209,888$1,534,789

At September 30, 2024, FHLB advances and overnight line of credit borrowings were collateralized by the FHLB capital stock owned by the Bank and mortgage loans with carrying values totaling approximately $4.40 billion. At June 30, 2024, FHLB advances and overnight line of credit borrowings were collateralized by the FHLB capital stock owned by the Bank and mortgage loans with carrying values totaling approximately $4.38 billion.

At September 30, 2024 and June 30, 2024, BTFP borrowings were secured by agency mortgage-backed securities with a par value of $111.5 million and $113.5 million, respectively. The BTFP allows depository institutions to borrow up to the par value of eligible securities pledged at the Federal Reserve Bank.

  1. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company uses various financial instruments, including derivatives, to manage its exposure to interest rate risk. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to specific wholesale funding positions and assets.

Fair Values of Derivative Instruments on the Statement of Financial Condition

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the Statements of Financial Condition as of September 30, 2024 and June 30, 2024:

September 30, 2024
Asset DerivativesLiability Derivatives
LocationFair ValueLocationFair Value
(In Thousands)
Derivatives designated as hedging instruments:
Interest rate contractsOther assets$23,331Other liabilities$9,136
Total$23,331$9,136
  • 21 -
June 30, 2024
Asset DerivativesLiability Derivatives
LocationFair ValueLocationFair Value
(In Thousands)
Derivatives designated as hedging instruments:
Interest rate contractsOther assets$54,362Other liabilities$—
Total$54,362$—

Cash Flow Hedges of Interest Rate Risk

The Company’s uses derivatives to add stability to interest expense and interest income and to manage its exposure to interest rate movements. The Company has entered into interest rate swaps, interest rate caps and an interest rate floor as part of its interest rate risk management strategy. These interest rate products are designated as cash flow hedges. As of September 30, 2024, the Company had a total of 13 interest rate swaps and caps with a total notional amount of $1.53 billion hedging specific wholesale funding andsix interest rate floors with a notional amount of $600.0 million hedging floating-rate available for sale securities.

For derivatives designated as cash flow hedges, the gain or loss on the derivative is recorded in other comprehensive income, net of tax, and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

For cash flow hedges on the Company’s wholesale funding positions, amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s hedged variable rate wholesale funding positions. During the three months ended September 30, 2024, the Company reclassified $8.7 million as a reduction in interest expense. During the next twelve months, the Company estimates that $12.6 million will be reclassified as a reduction in interest expense.

For cash flow hedges on the Company’s assets, amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest income as interest payments are received on the Company’s hedged variable rate assets. During the three months ended September 30, 2024, the Company did not reclassify any amount to interest income. During the next twelve months, the Company estimates that $1.9 million will be reclassified as a reduction in interest income.

The table below presents the pre-tax effects of the Company’s derivative instruments designated as cash flow hedges on the Consolidated Statements of Income for the three months ended September 30, 2024 and 2023:

Three Months EndedSeptember 30,
20242023
(In Thousands)
Amount of (loss) gain recognized in other comprehensive income$(17,538)$14,109
Amount of gain reclassified from accumulated other comprehensive income to interest expense$8,693$9,471

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. Such derivatives are used to hedge the changes in fair value of certain of its pools of fixed rate assets. As of September 30, 2024, the Company hadfive interest rate swaps with a notional amount of $725.0 million hedging fixed-rate residential mortgage loans.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivatives as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

  • 22 -

The table below presents the effects of the Company’s derivative instruments designated as fair value hedges on the Consolidated Statements of Income for the three months ended September 30, 2024 and September 30, 2023:

Three Months EndedSeptember 30,
20242023
(In Thousands)
Gain (loss) on hedged items recorded in interest income on loans$13,655$(4,120)
(Loss) gain on hedges recorded in interest income on loans$(10,798)$6,650

As of September 30, 2024 and June 30, 2024, the following amounts were recorded on the Statement of Financial Condition related to cumulative basis adjustment for fair value hedges:

September 30,2024June 30,2024
(In Thousands)
Loans receivable:
Carrying amount of the hedged assets(1)$729,335$715,680
Fair value hedging adjustment included in the carrying amount of the hedged assets$4,335$(9,320)

(1)This amount includes the amortized cost basis of the closed portfolios of loans receivable used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolios anticipated to be outstanding for the designated hedge period. At September 30, 2024 and June 30, 2024, the amortized cost basis of the closed portfolios used in these hedging relationships was $1.16 billion and $1.29 billion, respectively.

Offsetting Derivatives

The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives in the Consolidated Statements of Financial Condition as of September 30, 2024 and June 30, 2024, respectively. The net amounts presented for derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Consolidated Statements of Financial Condition.

September 30, 2024
Gross Amounts Not Offset
Gross Amount RecognizedGross Amounts OffsetNet Amounts PresentedFinancial InstrumentsCash Collateral Received (Posted)Net Amount
(In Thousands)
Assets:
Interest rate contracts$27,191$(3,860)$23,331$—$—$23,331
Total$27,191$(3,860)$23,331$—$—$23,331
Liabilities:
Interest rate contracts$12,996$(3,860)$9,136$—$(8,060)$1,076
Total$12,996$(3,860)$9,136$—$(8,060)$1,076
  • 23 -
June 30, 2024
Gross Amounts Not Offset
Gross Amount RecognizedGross Amounts OffsetNet Amounts PresentedFinancial InstrumentsCash Collateral Received (Posted)Net Amount
(In Thousands)
Assets:
Interest rate contracts$54,423$(61)$54,362$—$—$54,362
Total$54,423$(61)$54,362$—$—$54,362
Liabilities:
Interest rate contracts$61$(61)$—$—$—$—
Total$61$(61)$—$—$—$—

Credit Risk-Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. The Company also has agreements with its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well-capitalized institution, then the Company could be required to terminate its derivative positions with the counterparty. At September 30, 2024, eight of the Company’s derivatives were in a net liability position. As required under the enforceable master netting arrangement with its derivatives counterparties, as of September 30, 2024 the Company posted $8.1 million in financial collateral, and as of June 30, 2024, the Company was not required to post financial collateral.

In addition to the derivative instruments noted above, the Company’s pipeline of loans held for sale at September 30, 2024 and June 30, 2024, included $17.8 million and $16.0 million, respectively, of in process loans whose terms included interest rate locks to borrowers, which are considered free-standing derivative instruments whose fair values are not material to the Company’s financial condition or results of operations.

  1. BENEFIT PLANS

Components of Net Periodic Expense

The following table sets forth the aggregate net periodic benefit expense for the Bank’s Benefit Equalization Plan, Postretirement Welfare Plan, Directors’ Consultation and Retirement Plan, Atlas Bank Retirement Income Plan and Supplemental Executive Retirement Plan:

Three Months EndedSeptember 30, · Affected Line Item in the Consolidated Statements of Income
2024 · 2023
(In Thousands)
Service cost$18$18Salaries and employee benefits
Interest cost8391Other expense
Accretion of unrecognized gain(26)(15)Other expense
Expected return on assets(23)(23)Other expense
Net periodic benefit cost$52$71

2021 Equity Incentive Plan

During the three months ended September 30, 2024, the Company granted 380,007 restricted stock units (“RSUs”) comprised of 278,530 service-based RSUs and 101,477 performance-based RSUs. The service-based RSUs will vest inthree tranches over a period ofthree years and the performance-based RSUs will cliff vest upon the achievement of performance measures over thethree-year period ending June 30, 2027. The number of performance-based RSUs that will vest, if any, will depend on whether, and to what extent, the performance measures are achieved. Common stock will be issued from authorized shares upon the vesting of the RSUs.

  • 24 -
  1. INCOME TAXES

The following table presents a reconciliation between the reported income taxes for the periods presented and the income taxes which would be computed by applying the federal income tax rate of 21% to income for the three months ended September 30, 2024 and 2023:

Three Months EndedSeptember 30,
20242023
(Dollars in Thousands)
Income before income taxes$7,178$13,151
Statutory federal tax rate21%21%
Federal income tax at statutory rate$1,507$2,762
(Reduction) increase in income taxes resulting from:
Tax exempt interest(14)(18)
State tax, net of federal tax effect186778
Incentive stock option compensation expense—3
Income from bank-owned life insurance(539)(350)
Other items, net(54)134
Total income tax expense$1,086$3,309
Effective income tax rate15.13%25.16%
  1. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Level 1: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:Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might 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 or inputs that are derived principally from, or corroborated by, market data by correlation or other means.
Level 3:Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Assets and Liabilities Measured on a Recurring Basis:

The following methods and significant assumptions were used to estimate the fair values as of September 30, 2024 and June 30, 2024:

Investment Securities Available for Sale

The Company’s available for sale investment securities are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things. From time to time, the Company validates prices supplied by the independent pricing service by comparison to prices obtained from third-party sources or derived using internal models.

  • 25 -

Derivatives

The Company has contracted with a third party vendor to provide periodic valuations for its interest rate derivatives to determine the fair value of its interest rate contracts. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives such as discounted cash flow analysis and extensions of the Black-Scholes model. Such valuations are based upon readily observable market data and are therefore considered Level 2 valuations by the Company.

Those assets and liabilities measured at fair value on a recurring basis are summarized below:

September 30, 2024
QuotedPricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Total
(In Thousands)
Assets:
Debt securities available for sale:
Asset-backed securities$—$74,091$—$74,091
Collateralized loan obligations—378,333—378,333
Corporate bonds—132,974—132,974
Total debt securities—585,398—585,398
Mortgage-backed securities available for sale:
Residential pass-through securities—347,851—347,851
Commercial pass-through securities—137,562—137,562
Total mortgage-backed securities—485,413—485,413
Total securities available for sale$—$1,070,811$—$1,070,811
Interest rate contracts$—$23,331$—$23,331
Total assets$—$1,094,142$—$1,094,142
Liabilities:
Interest rate contracts$—$9,136$—$9,136
Total liabilities$—$9,136$—$9,136
  • 26 -
June 30, 2024
Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Total
(In Thousands)
Assets:
Debt securities available for sale:
Asset-backed securities$—$80,440$—$80,440
Collateralized loan obligations—389,543—389,543
Corporate bonds—131,797—131,797
Total debt securities—601,780—601,780
Mortgage-backed securities available for sale:
Residential pass-through securities—337,264—337,264
Commercial pass-through securities—133,789—133,789
Total mortgage-backed securities—471,053—471,053
Total securities available for sale$—$1,072,833$—$1,072,833
Interest rate contracts$—$54,362$—$54,362
Total assets$—$1,127,195$—$1,127,195

Assets Measured on a Non-Recurring Basis:

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a non-recurring basis at September 30, 2024 and June 30, 2024:

Individually Analyzed Collateral Dependent Loans

The fair value of collateral dependent loans that are individually analyzed is determined based upon the appraised fair value of the underlying collateral, less costs to sell. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. Management may also adjust appraised values to reflect estimated changes in market values or apply other adjustments to appraised values resulting from its knowledge of the collateral. Internal valuations may be utilized to determine the fair value of other business assets. For non-collateral-dependent loans, management estimates fair value using discounted cash flows based on inputs that are largely unobservable and instead reflect management’s own estimates of the assumptions as a market participant would in pricing such loans. Individually analyzed collateral dependent loans are considered a Level 3 valuation by the Company.

Other Real Estate Owned

Other real estate owned is recorded at estimated fair value, less estimated selling costs when acquired, thus establishing a new cost basis. Fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for credit losses. If further declines in the estimated fair value of the asset occur, a write-down is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in economic conditions. Other real estate owned is considered a Level 3 valuation by the Company.

  • 27 -

Those assets measured at fair value on a non-recurring basis are summarized below:

September 30, 2024
Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Total
(In Thousands)
Collateral dependent loans:
Multi-family mortgage$—$—$1,896$1,896
Nonresidential mortgage——5,0285,028
Total$—$—$6,924$6,924
June 30, 2024
Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Total
(In Thousands)
Collateral dependent loans:
Multi-family mortgage$—$—$1,896$1,896
Nonresidential mortgage——5,0145,014
Total$—$—$6,910$6,910

The following tables present additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized adjusted Level 3 inputs to determine fair value:

September 30, 2024
FairValue · ValuationTechniques · UnobservableInput · Range · WeightedAverage
(Dollars in Thousands)
Collateral dependent loans:
Multi-family mortgage$1,896Market valuation of underlying collateral(1)Adjustments to reflect current conditions/selling costs(2)13.37%13.37%
Nonresidential mortgage5,028Market valuation of underlying collateral(1)Adjustments to reflect current conditions/selling costs(2)8.64%8.64%
Total$6,924
June 30, 2024
FairValue · ValuationTechniques · UnobservableInput · Range · WeightedAverage
(Dollars in Thousands)
Collateral dependent loans:
Multi-family mortgage$1,896Market valuation of underlying collateral(1)Adjustments to reflect current conditions/selling costs(2)13.32%13.32%
Nonresidential mortgage5,014Market valuation of underlying collateral(1)Adjustments to reflect current conditions/selling costs(2)8.93%8.93%
Total$6,910

(1)The fair value of collateral dependent loans is generally determined based on an independent appraisal of the fair value of a loan’s underlying collateral.

(2)The fair value basis of collateral dependent loans is adjusted to reflect management’s estimates of selling costs including, but not limited to, real estate brokerage commissions and title transfer fees.

  • 28 -

At September 30, 2024, collateral dependent loans valued using Level 3 inputs comprised loans with principal balances totaling $6.9 million and a valuation allowance of $493,000 reflecting an aggregate fair value of $7.4 million. By comparison, at June 30, 2024, collateral dependent loans valued using Level 3 inputs comprised loans with principal balances totaling $6.9 million and a valuation allowance of $508,000 reflecting an aggregate fair value of $7.4 million.

Once a loan is foreclosed, the fair value of the other real estate owned continues to be evaluated based upon the fair value of the repossessed real estate originally securing the loan. At September 30, 2024 and June 30, 2024, the Company hadno other real estate owned assets, respectively.

The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of September 30, 2024 and June 30, 2024:

September 30, 2024
CarryingAmountFairValueQuotedPricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
(In Thousands)
Financial assets:
Cash and cash equivalents$155,574$155,574$155,574$—$—
Investment securities available for sale1,070,8111,070,811—1,070,811—
Investment securities held to maturity132,256120,725—120,725—
Loans held-for-sale8,8669,046—9,046—
Net loans receivable5,739,3235,289,412——5,289,412
FHLB Stock57,706————
Interest receivable29,46729,467328,89620,539
Interest rate contracts23,33123,331—23,331—
Financial liabilities:
Deposits other than certificates of deposits3,521,4933,521,4933,521,493——
Certificates of deposits1,949,0191,945,367——1,945,367
Borrowings1,479,8881,481,326——1,481,326
Interest payable on deposits7,4937,4933,286—4,207
Interest payable on borrowings7,5787,578——7,578
Interest rate contracts9,1369,136—9,136—
  • 29 -
June 30, 2024
CarryingAmountFairValueQuotedPricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
(In Thousands)
Financial assets:
Cash and cash equivalents$63,864$63,864$63,864$—$—
Investment securities available for sale1,072,8331,072,833—1,072,833—
Investment securities held to maturity135,742119,278—119,278—
Loans held-for-sale6,0366,077—6,077—
Net loans receivable5,687,8485,114,459——5,114,459
FHLB Stock80,300————
Interest receivable29,52129,521118,98620,524
Interest rate contracts54,36254,362—54,362—
Financial liabilities:
Deposits other than certificates of deposits3,550,7623,550,7623,550,762——
Certificates of deposits1,607,3611,597,939——1,597,939
Borrowings1,709,7891,703,924——1,703,924
Interest payable on deposits5,6625,6623,397—2,265
Interest payable on borrowings7,7847,784——7,784

Commitments. The fair value of commitments to fund credit lines and originate or participate in loans held in portfolio or loans held for sale is estimated using fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, including those relating to loans held for sale that are considered derivative instruments for financial statement reporting purposes, the fair value also considers the difference between current levels of interest and the committed rates. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, is not considered material for disclosure.

Limitations. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no fair value exists for a significant portion of the 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 factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to value anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include premises and equipment, and advances from borrowers for taxes and insurance. In addition, the 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 any of the estimates.

Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.

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  1. COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss included in stockholders’ equity at September 30, 2024 and June 30, 2024 are as follows:

September 30,2024June 30,2024
(In Thousands)
Net unrealized loss on securities available for sale$(106,785)$(130,673)
Tax effect30,77737,683
Net of tax amount(76,008)(92,990)
Fair value adjustments on derivatives15,44341,673
Tax effect(4,479)(12,085)
Net of tax amount10,96429,588
Benefit plan adjustments452337
Tax effect(132)(98)
Net of tax amount320239
Total accumulated other comprehensive loss$(64,724)$(63,163)

Other comprehensive loss and related tax effects for the three months ended September 30, 2024 and 2023 are presented in the following table:

Three Months EndedSeptember 30,
20242023
(In Thousands)
Net unrealized holding gain (loss) on securities available for sale$23,888$(28,502)
Fair value adjustments on derivatives(26,230)4,638
Benefit plans:
Accretion of net actuarial gain (1)(26)(15)
Net actuarial gain (loss)141(95)
Net change in benefit plan accrued expense115(110)
Other comprehensive loss before taxes(2,227)(23,974)
Tax effect6666,954
Total other comprehensive loss$(1,561)$(17,020)

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

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

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

Three Months EndedSeptember 30,
20242023
(In Thousands, Except Per Share Data)
Net income$6,092$9,842
Weighted average number of common shares outstanding - basic62,38963,014
Effect of dilutive securities3147
Weighted average number of common shares outstanding - diluted62,42063,061
Basic earnings per share$0.10$0.16
Diluted earnings per share$0.10$0.16

Stock options for 2,751,902 and 2,963,530 shares of common stock were not considered in computing diluted earnings per share for the three months ended September 30, 2024 and 2023, respectively, because they were considered anti-dilutive. In addition,698,445 and 643,690 RSUs were not considered in computing diluted earnings per share for the three months ended September 30, 2024 and September 30, 2023, respectively, because they were considered anti-dilutive.

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