Kearny Financial Corp. - Quarter Report: 2023 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-Q

__________________________________________

(Mark One)


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

For the quarterly period ended March 31, 2023


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

For the transition period from ________to

Commission File Number 001-37399

__________________________________________

KEARNY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

__________________________________________


Maryland			30-0870244
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

120 Passaic Ave., Fairfield, New Jersey			07004
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code

973-244-4500

__________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

KRNY

The NASDAQ Stock Market LLC

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: April 28, 2023.

$0.01 par value common stock — 66,083,509 shares outstanding

Index

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

INDEX


		Page Number
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements

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

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

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

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

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

	Notes to Consolidated Financial Statements (Unaudited)	8

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

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	48

Item 4.	Controls and Procedures	49

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	50

Item 1A.	Risk Factors	50

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

Item 3.	Defaults Upon Senior Securities	51

Item 4.	Mine Safety Disclosures	51

Item 5.	Other Information	51

Item 6.	Exhibits	52

SIGNATURES		53

Index

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In Thousands, Except Share and Per Share Data)


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

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

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

See notes to unaudited consolidated financial statements.

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Index

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Data)

(Unaudited)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Interest Income
Loans	$	60,172	$	45,846	$	171,103	$	141,651
Taxable investment securities	15,459		8,024		39,119		23,831
Tax-exempt investment securities	99		316		603		976
Other interest-earning assets	1,441		415		3,207		1,261
Total Interest Income	77,171		54,601		214,032		167,719

Interest Expense
Deposits	22,246		3,565		51,937		11,293
Borrowings	12,554		3,309		26,410		10,422
Total Interest Expense	34,800		6,874		78,347		21,715
Net Interest Income	42,371		47,727		135,685		146,004
Provision for (reversal of) credit losses	451		(3,920)		2,792		(11,740)
Net Interest Income after Provision for (Reversal of) Credit Losses	41,920		51,647		132,893		157,744

Non-Interest Income
Fees and service charges	910		617		2,407		1,922
Gain (loss) on sale and call of securities	—		3		(15,227)		4
(Loss) gain on sale of loans	(2,373)		376		(1,844)		2,352
Gain on sale of other real estate owned	—		14		—		14
Income from bank owned life insurance	1,581		1,511		7,040		4,634
Electronic banking fees and charges	457		432		1,360		1,260

Other income	1,071		238		5,349		938
Total Non-Interest Income	1,646		3,191		(915)		11,124

Non-Interest Expense
Salaries and employee benefits	18,005		19,184		58,274		55,897
Net occupancy expense of premises	3,097		3,223		9,174		10,926
Equipment and systems	3,537		3,822		11,066		11,370
Advertising and marketing	413		516		1,891		1,356
Federal deposit insurance premium	1,546		480		3,678		1,693
Directors' compensation	340		340		1,019		1,792


Other expense	3,414		3,058		9,888		9,062
Total Non-Interest Expense	30,352		30,623		94,990		92,096
Income before Income Taxes	13,214		24,215		36,988		76,772
Income tax expense	2,902		6,522		8,190		20,595
Net Income	$	10,312	$	17,693	$	28,798	$	56,177

Net Income per Common Share (EPS)
Basic	$	0.16	$	0.25	$	0.44	$	0.78
Diluted	$	0.16	$	0.25	$	0.44	$	0.78
Weighted Average Number of Common Shares Outstanding
Basic	64,769		69,790		65,181		72,130
Diluted	64,783		69,817		65,191		72,154

See notes to unaudited consolidated financial statements.

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Index

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands, Unaudited)


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

See notes to unaudited consolidated financial statements.

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Index

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands, Except Per Share Data, Unaudited)


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

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


	Common Stock			Paid-In Capital		Retained Earnings		Unearned ESOP Shares		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Amount
Balance - June 30, 2021	78,965	$	790	$	654,396	$	408,367	$	(26,753)	$	6,144	$	1,042,944
Net income	—	—		—		56,177		—		—		56,177
Other comprehensive loss, net of income tax	—	—		—		—		—		(29,093)		(29,093)
ESOP shares committed to be released (151 shares)	—	—		486		—		1,459		—		1,945

Stock repurchases	(7,468)	(75)		(95,892)		—		—		—		(95,967)
Stock-based compensation expense	—	—		3,117		—		—		—		3,117
Cancellation of shares issued for restricted stock awards	(73)	(1)		(931)		—		—		—		(932)
Cash dividends declared ($0.32 per common share)	—	—		—		(23,022)		—		—		(23,022)
Balance - March 31, 2022	71,424	$	714	$	561,176	$	441,522	$	(25,294)	$	(22,949)	$	955,169

See notes to unaudited consolidated financial statements.

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Index

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands, Except Per Share Data, Unaudited)


	Common Stock			Paid-In Capital		Retained Earnings		Unearned ESOP Shares		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balance - December 31, 2022	67,388	$	674	$	515,332	$	449,489	$	(23,834)	$	(69,021)	$	872,640
Net income	—	—		—		10,312		—		—		10,312
Other comprehensive loss, net of income tax	—	—		—		—		—		(4,032)		(4,032)
ESOP shares committed to be released (50 shares)	—	—		(1)		—		486		—		485
Stock repurchases	(698)	(7)		(6,685)		—		—		—		(6,692)

Stock-based compensation expense	—	—		811		—		—		—		811
Cancellation of shares issued for restricted stock awards	(10)	—		(98)		—		—		—		(98)
Cash dividends declared ($0.11 per common share)	—	—		—		(7,196)		—		—		(7,196)
Balance - March 31, 2023	66,680	$	667	$	509,359	$	452,605	$	(23,348)	$	(73,053)	$	866,230


	Common Stock			Paid-In Capital		Retained Earnings		Unearned ESOP Shares		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balance - June 30, 2022	68,666	$	687	$	528,396	$	445,451	$	(24,807)	$	(55,727)	$	894,000
Net income	—	—		—		28,798		—		—		28,798
Other comprehensive loss, net of income tax	—	—		—		—		—		(17,326)		(17,326)
ESOP shares committed to be released (150 shares)	—	—		105		—		1,459		—		1,564
Stock repurchases	(2,008)	(21)		(21,109)		—		—		—		(21,130)
Issuance of stock under stock benefit plans	61	1		(1)		—		—		—		—
Stock-based compensation expense	—	—		2,407		—		—		—		2,407
Cancellation of shares issued for restricted stock awards	(39)	—		(439)		—		—		—		(439)
Cash dividends declared ($0.33 per common share)	—	—		—		(21,644)		—		—		(21,644)
Balance - March 31, 2023	66,680	$	667	$	509,359	$	452,605	$	(23,348)	$	(73,053)	$	866,230

See notes to unaudited consolidated financial statements.

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Index

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands, Unaudited)


	Nine Months Ended March 31,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	28,798	$	56,177
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment	4,353		4,470
Net accretion of yield adjustments	(4,306)		(4,374)
Deferred income taxes	3,150		6,943

Amortization of intangible assets	430		539
(Accretion) amortization of benefit plans’ unrecognized net (gain) loss	(44)		60
Provision for (reversal of) credit losses	2,792		(11,740)
Gain on sale of other real estate owned	—		(14)
Loans originated for sale	(76,852)		(151,783)
Proceeds from sale of mortgage loans held-for-sale	101,054		167,713
Loss (gain) on sale of mortgage loans held-for-sale, net	1,899		(2,260)
Realized loss (gain) on sale/call of investment securities available for sale	15,227		(4)

Realized gain on sale of loans receivable	(55)		(92)
Realized gain on disposition of premises and equipment	(2,886)		(356)
Increase in cash surrender value of bank owned life insurance	(7,040)		(4,634)
ESOP and stock-based compensation expense	3,971		5,062
Increase in interest receivable	(8,328)		(155)
Decrease in other assets	93		6,679
Increase in interest payable	9,073		49
Decrease in other liabilities	(13,428)		(15,125)
Net Cash Provided by Operating Activities	57,901		57,155

Cash Flows from Investing Activities:
Purchases of:
Investment securities available for sale	(166,483)		(206,145)
Investment securities held to maturity	(40,398)		(86,406)
Proceeds from:
Repayments/calls/maturities of investment securities available for sale	100,149		280,496
Repayments/calls/maturities of investment securities held to maturity	8,831		2,586
Sales of investment securities available for sale	105,199		—
Purchase of loans	(702)		(112,485)
Net increase in loans receivable	(559,794)		(36,895)
Proceeds from sale of loans receivable	706		1,126
Purchase of interest rate contracts	(758)		—
Proceeds from the sale of other real estate owned	—		494
Additions to premises and equipment	(1,255)		(1,859)
Proceeds from death benefit of bank owned life insurance	4,997		300
Proceeds from cash settlement of premises and equipment	3,480		599
Purchase of FHLB stock	(84,310)		(7)
Redemption of FHLB stock	55,135		5,625

Net Cash Used in Investing Activities	(575,203)		(152,571)

See notes to unaudited consolidated financial statements.

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Index

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In Thousands, Unaudited)


	Nine Months Ended March 31,
	2023		2022
Cash Flows from Financing Activities:
Net (decrease) increase in deposits	(58,613)		43,903
Repayment of term FHLB advances	(4,615,000)		(1,170,000)
Proceeds from term FHLB advances	5,120,000		1,045,000
Net increase in other short-term borrowings	205,000		290,000
Net increase in advance payments by borrowers for taxes	1,960		1,227
Repurchase and cancellation of common stock of Kearny Financial Corp.	(21,130)		(95,967)
Cancellation of shares repurchased on vesting to pay taxes	(439)		(932)

Dividends paid	(21,523)		(23,291)
Net Cash Provided by Financing Activities	610,255		89,940
Net Increase (Decrease) in Cash and Cash Equivalents	92,953		(5,476)
Cash and Cash Equivalents - Beginning	101,615		67,855
Cash and Cash Equivalents - Ending	$	194,568	$	62,379

Supplemental Disclosures of Cash Flows Information:
Cash paid during the period for:
Income taxes, net of refunds	$	8,618	$	9,497
Interest	$	69,707	$	21,666

Non-cash investing and financing activities:
Acquisition of other real estate owned in settlement of loans	$	13,232	$	703
Transfers from loans receivable to loans receivable held-for-sale	$	2,628	$	—

See notes to unaudited consolidated financial statements.

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Index

KEARNY FINANCIAL CORP. AND SUBSIDIARIES

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 and nine months ended March 31, 2023 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, 2022 was derived from the Company’s 2022 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 2022 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 2022 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies since June 30, 2022.

2. SUBSEQUENT EVENTS

The Company has evaluated events and transactions occurring subsequent to the statement of financial condition date of March 31, 2023, 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 April 27, 2023, the Company declared a quarterly cash dividend of $0.11 per share, payable on May 24, 2023 to stockholders of record as of May 10, 2023.

3. RECENT ACCOUNTING PRONOUNCEMENTS

In March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” to improve the usefulness of information provided to investors about certain loan refinancings, restructurings and writeoffs. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors and enhances disclosure requirements for certain modifications made to borrowers experiencing financial difficulty. In addition, ASU 2022-02 requires public business entities to disclose current-period gross writeoffs for financing receivables and net investments in leases by year of origination in the vintage disclosures. For entities that have adopted ASU 2016-13, the amendments in ASU 2022-02 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted if an entity has adopted ASU 2016-13, including adoption in an interim period. If an entity elects to early adopt the amendments in ASU 2022-02, the guidance should be applied as of the beginning of the fiscal year that includes the interim period. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The amendments in ASU 2022-02 should be applied prospectively, but for the amendments related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method that would result in a cumulative-effect adjustment to retained earnings in the period of adoption. The Company is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements.

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Index

Adoption of New Accounting Standards

In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” that extends the period of time preparers can utilize the reference rate reform relief guidance. In 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when LIBOR would cease being published. In 2021, the UK Financial Conduct Authority delayed the intended cessation date of certain tenors of USD LIBOR to June 30, 2023. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. For all entities, the amendments in ASU 2022-06 are effective upon issuance. The Company adopted this ASU on December 21, 2022 on a prospective basis; therefore, there was no impact to its consolidated financial statements upon adoption.

In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method” which clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets. This ASU amends the guidance in ASU 2017-12 (released in August 2017) that, among other things, established the last-of-layer method to enable fair value hedge accounting for these portfolios to be more accessible. ASU 2022-01 expands the current last-of-layer method to allow multiple hedged layers of a single closed portfolio under this method. To reflect that expansion, the last-of-layer method is renamed the portfolio layer method. The scope of last-of-layer hedging will be expanded so that the portfolio layer method can be utilized for nonprepayable financial assets. In addition, ASU 2022-01 specifies eligible hedging instruments in a single-layer hedge, provides additional guidance on the accounting for and disclosure of hedge basis adjustments under the portfolio layer method, and specifies how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio. For public business entities, the amendments in ASU 2022-01 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted on any date on or after the issuance of ASU 2022-01 for any entity that has adopted the amendments in ASU 2017-12 for the corresponding period. The Company adopted this ASU on July 1, 2022 on a prospective basis; therefore, there was no impact to its consolidated financial statements upon adoption.

4. 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:


	March 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
	(In Thousands)
Available for sale:
Debt securities:

Asset-backed securities	$	145,616	$	22	$	2,585	$	—	$	143,053
Collateralized loan obligations	388,265		172		6,500		—		381,937
Corporate bonds	159,718		—		17,264		—		142,454
Total debt securities	693,599		194		26,349		—		667,444

Mortgage-backed securities:

Residential pass-through securities (1)	549,550		11		98,320		—		451,241
Commercial pass-through securities (1)	165,045		694		17,358		—		148,381
Total mortgage-backed securities	714,595		705		115,678		—		599,622

Total securities available for sale	$	1,408,194	$	899	$	142,027	$	—	$	1,267,066

___________________________

(1)Government-sponsored enterprises.

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Index


	June 30, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
	(In Thousands)
Available for sale:
Debt securities:
Obligations of state and political subdivisions	$	28,485	$	39	$	89	$	—	$	28,435
Asset-backed securities	169,506		—		2,949		—		166,557
Collateralized loan obligations	315,693		—		7,880		—		307,813
Corporate bonds	159,871		175		6,649		—		153,397
Total debt securities	673,555		214		17,567		—		656,202

Mortgage-backed securities:
Collateralized mortgage obligations (1)	7,451		—		329		—		7,122
Residential pass-through securities (1)	595,337		45		80,624		—		514,758
Commercial pass-through securities (1)	185,781		1		19,771		—		166,011
Total mortgage-backed securities	788,569		46		100,724		—		687,891

Total securities available for sale	$	1,462,124	$	260	$	118,291	$	—	$	1,344,093

___________________________

(1)Government-sponsored enterprises.


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

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

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

___________________________

(1)Government-sponsored enterprises.

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Index


	June 30, 2022
	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Allowance for Credit Losses		Fair Value
	(In Thousands)
Held to maturity:
Debt securities:
Obligations of state and political subdivisions	$	21,159	$	44	$	78	$	—	$	21,125
Total debt securities	21,159		44		78		—		21,125

Mortgage-backed securities:
Residential pass-through securities (1)	84,851		—		8,587		—		76,264
Commercial pass-through securities (1)	12,281		—		1,552		—		10,729
Total mortgage-backed securities	97,132		—		10,139		—		86,993

Total securities held to maturity	$	118,291	$	44	$	10,217	$	—	$	108,118

___________________________

(1)Government-sponsored enterprises.

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 March 31, 2023:


	March 31, 2023
	Amortized Cost		Fair Value
	(In Thousands)
Available for sale debt securities:
Due in one year or less	$	—	$	—
Due after one year through five years	11,865		11,757
Due after five years through ten years	350,025		331,980
Due after ten years	331,709		323,707
Total	$	693,599	$	667,444


	March 31, 2023
	Amortized Cost		Fair Value
	(In Thousands)
Held to maturity debt securities:
Due in one year or less	$	2,568	$	2,559
Due after one year through five years	12,399		12,286
Due after five years through ten years	1,699		1,701
Due after ten years	—		—
Total	$	16,666	$	16,546

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Index

Sales of securities available for sale were as follows for the periods presented below:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
	(In Thousands)
Available for sale securities sold:
Proceeds from sales of securities	$	—	$	—	$	105,199	$	—

Gross realized gains	$	—	$	—	$	—	$	—
Gross realized losses	—		—		(15,227)		—
Net loss on sales of securities	$	—	$	—	$	(15,227)	$	—

Gains resulting from calls of securities available for sale were as follows for the periods presented below:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
	(In Thousands)
Available for sale securities called:
Gross realized gains	$	—	$	3	$	—	$	4
Gross realized losses	—		—		—		—
Net gain on calls of securities	$	—	$	3	$	—	$	4

The carrying value of securities pledged for borrowings at the FHLB and other institutions, and securities pledged for public funds and other purposes, were as follows as of the dates presented below:


	March 31, 2023		June 30, 2022
	(In Thousands)
Securities pledged:
Pledged for borrowings at the FHLB of New York	$	—	$	178,048
Pledged to secure public funds on deposit	207,602		357,841
Pledged for potential borrowings at the Federal Reserve Bank of New York	541,656		378,071
Total carrying value of securities pledged	$	749,258	$	913,960

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 March 31, 2023 and June 30, 2022:


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

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

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

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Index


	June 30, 2022
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Securities	Fair Value		Unrealized Losses
	(Dollars in Thousands)
Securities Available for Sale:
Obligations of state and political subdivisions	$	11,310	$	89	$	—	$	—	30	$	11,310	$	89
Asset-backed securities	161,303		2,928		5,254		21		15	166,557		2,949
Collateralized loan obligations	236,967		6,435		70,846		1,445		24	307,813		7,880
Corporate bonds	129,407		6,464		3,815		185		27	133,222		6,649
Collateralized mortgage obligations	7,122		329		—		—		6	7,122		329
Commercial pass-through securities	63,045		3,194		102,817		16,577		21	165,862		19,771
Residential pass-through securities	237,928		26,566		274,197		54,058		106	512,125		80,624
Total	$	847,082	$	46,005	$	456,929	$	72,286	229	$	1,304,011	$	118,291

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 March 31, 2023 and June 30, 2022:


	March 31, 2023
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses		Number of Securities	Fair Value		Unrecognized Losses
	(Dollars in Thousands)
Securities Held to Maturity:
Obligations of state and political subdivisions	$	13,434	$	95	$	2,109	$	35	32	$	15,543	$	130
Commercial pass-through securities	—		—		10,266		1,991		1	10,266		1,991
Residential pass-through securities	—		—		69,725		11,642		8	69,725		11,642

Total	$	13,434	$	95	$	82,100	$	13,668	41	$	95,534	$	13,763


	June 30, 2022
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses		Number of Securities	Fair Value		Unrecognized Losses
	(Dollars in Thousands)
Securities Held to Maturity:
Obligations of state and political subdivisions	$	8,681	$	78	$	—	$	—	15	$	8,681	$	78
Commercial pass-through securities	10,729		1,552		—		—		1	10,729		1,552
Residential pass-through securities	76,264		8,587		—		—		8	76,264		8,587

Total	$	95,674	$	10,217	$	—	$	—	24	$	95,674	$	10,217

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 March 31, 2023. 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 March 31, 2023 on available for sale securities.

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Index

The sale of available for sale securities during the nine months ended March 31, 2023 was part of a wholesale restructuring and the proceeds were reinvested in higher yielding securities. The Company was not required to sell these securities.

At March 31, 2023, 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 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 March 31, 2023 on held to maturity securities.

5. LOANS RECEIVABLE

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


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

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

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

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

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

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

___________________________

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

Past Due Loans

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


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

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Index


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

Nonperforming Loans

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

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


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

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Index


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

Troubled Debt Restructurings (“TDRs”)

TDRs are loans where the Company has modified the contractual terms of the loan as a result of the financial condition of the borrower. Subsequent to their modification, TDRs are placed on non-accrual until such time as satisfactory payment performance has been demonstrated, at which time the loan may be returned to accrual status. On a case-by-case basis, the Company may agree to modify the contractual terms of a loan to assist a borrower who may be experiencing financial difficulty, as well as to preserve the Company’s position in the loan. If the borrower is experiencing financial difficulties and a concession has been made at the time of such modification, the loan is classified as a TDR. The Company had TDRs totaling $17.9 million and $22.2 million as of March 31, 2023 and June 30, 2022, respectively. The allowance for credit losses associated with the TDRs presented in the tables below totaled $295,000 and $365,000 as of March 31, 2023 and June 30, 2022, respectively. As of March 31, 2023, the Company had commitments to lend additional funds totaling $23,000 to borrowers whose loans had been restructured in a TDR.

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


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

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

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

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Index


	June 30, 2022
	Accrual			Non-accrual			Total
	# of Loans	Amount		# of Loans	Amount		# of Loans	Amount
	(Dollars In Thousands)
Commercial loans:
Multi-family mortgage	—	$	—	2	$	5,626	2	$	5,626
Nonresidential mortgage	4	389		2	1,565		6	1,954
Commercial business	5	3,631		2	82		7	3,713
Construction	—	—		1	1,561		1	1,561
Total commercial loans	9	4,020		7	8,834		16	12,854

One- to four-family residential mortgage	29	4,488		16	3,314		45	7,802

Consumer loans:
Home equity loans	5	164		2	1,364		7	1,528
Total	43	$	8,672	25	$	13,512	68	$	22,184

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


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


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

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

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

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Index

Individually Analyzed Loans

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

For collateral dependent loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the 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:


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

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

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

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

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

___________________________

(1)Secured by income-producing nonresidential property.

(2)Secured by 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.

- 18 -

Index

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


	Term Loans by Origination Year for Fiscal Years ended June 30,
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Total
	(In Thousands)
Multi-family mortgage:
Pass	$	604,750	$	955,969	$	234,731	$	201,324	$	245,571	$	538,279	$	—	$	2,780,624
Special Mention	—		—		—		—		6,043		6,689		—		12,732
Substandard	—		—		9,865		—		9,469		23,162		—		42,496
Doubtful	—		—		—		—		—		—		—		—
Total multi-family mortgage	604,750		955,969		244,596		201,324		261,083		568,130		—		2,835,852
Nonresidential mortgage:
Pass	100,886		226,384		83,630		52,276		59,582		449,241		6,000		977,999
Special Mention	—		—		—		—		—		381		—		381
Substandard	—		—		711		—		925		22,627		—		24,263
Doubtful	—		—		—		—		—		—		—		—
Total nonresidential mortgage	100,886		226,384		84,341		52,276		60,507		472,249		6,000		1,002,643
Commercial business:
Pass	13,025		29,649		23,154		8,852		1,831		8,342		67,093		151,946
Special Mention	—		5,141		—		—		178		2,834		—		8,153
Substandard	—		—		—		265		46		1,382		246		1,939
Doubtful	—		—		—		—		—		—		—		—
Total commercial business	13,025		34,790		23,154		9,117		2,055		12,558		67,339		162,038
Construction loans:
Pass	17,507		32,334		137,660		12,275		2,980		7,033		5,735		215,524
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—
Total construction loans	17,507		32,334		137,660		12,275		2,980		7,033		5,735		215,524
Residential mortgage:
Pass	170,816		459,680		501,615		82,492		46,589		439,128		—		1,700,320
Special Mention	—		—		—		—		1,176		1,053		—		2,229
Substandard	—		549		—		—		80		10,165		—		10,794
Doubtful	—		—		—		—		—		—		—		—
Total residential mortgage	170,816		460,229		501,615		82,492		47,845		450,346		—		1,713,343
Home equity loans:
Pass	7,652		2,627		622		1,321		2,575		7,763		21,419		43,979
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		93		304		—		397
Doubtful	—		—		—		—		—		—		—		—
Total home equity loans	7,652		2,627		622		1,321		2,668		8,067		21,419		44,376
Other consumer loans
Pass	338		262		125		452		325		969		44		2,515
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		77		77
Other consumer loans	338		262		125		452		325		969		121		2,592
Total loans	$	914,974	$	1,712,595	$	992,113	$	359,257	$	377,463	$	1,519,352	$	100,614	$	5,976,368

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Index

The following table presents the risk category of loans as of June 30, 2022 by loan segment and vintage year:


	Term Loans by Origination Year for Fiscal Years ended June 30,
	2022		2021		2020		2019		2018		Prior		Revolving Loans		Total
	(In Thousands)
Multi-family mortgage:
Pass	$	963,263	$	250,385	$	211,101	$	264,174	$	248,058	$	438,642	$	—	$	2,375,623
Special Mention	—		—		—		—		—		6,814		—		6,814
Substandard	—		—		—		9,821		5,935		10,897		—		26,653
Doubtful	—		—		—		—		—		—		—		—
Total multi-family mortgage	963,263		250,385		211,101		273,995		253,993		456,353		—		2,409,090
Nonresidential mortgage:
Pass	231,777		87,309		53,983		60,714		49,285		491,849		6,052		980,969
Special Mention	—		—		—		—		—		591		—		591
Substandard	—		720		—		933		4,026		32,599		—		38,278
Doubtful	—		—		—		—		—		—		—		—
Total nonresidential mortgage	231,777		88,029		53,983		61,647		53,311		525,039		6,052		1,019,838
Commercial business:
Pass	46,888		38,791		12,155		3,581		4,861		6,455		58,662		171,393
Special Mention	—		—		62		186		2,173		873		215		3,509
Substandard	—		38		319		—		1,347		61		58		1,823
Doubtful	—		—		—		—		—		80		2		82
Total commercial business	46,888		38,829		12,536		3,767		8,381		7,469		58,937		176,807
Construction loans:
Pass	16,407		95,526		10,337		3,039		6,509		1,017		5,735		138,570
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		1,561		—		1,561
Doubtful	—		—		—		—		—		—		—		—
Total construction loans	16,407		95,526		10,337		3,039		6,509		2,578		5,735		140,131
Residential mortgage:
Pass	472,160		524,163		88,645		49,316		55,139		442,517		374		1,632,314
Special Mention	—		—		—		1,205		—		621		—		1,826
Substandard	—		—		—		83		—		11,593		—		11,676
Doubtful	—		—		—		—		—		—		—		—
Total residential mortgage	472,160		524,163		88,645		50,604		55,139		454,731		374		1,645,816
Home equity loans:
Pass	3,197		692		1,681		3,117		2,027		7,321		22,334		40,369
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		120		—		1,539		—		1,659
Doubtful	—		—		—		—		—		—		—		—
Total home equity loans	3,197		692		1,681		3,237		2,027		8,860		22,334		42,028
Other consumer loans
Pass	442		308		471		375		258		895		34		2,783
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		83		83
Other consumer loans	442		308		471		375		258		895		117		2,866
Total loans	$	1,734,134	$	997,932	$	378,754	$	396,664	$	379,618	$	1,455,925	$	93,549	$	5,436,576

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Index

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 March 31, 2023, the Company held two single-family properties with an aggregate carrying value of $454,000 and one nonresidential property with a carrying value of $13.0 million in other real estate owned that were acquired through foreclosure on residential mortgage loans and a nonresidential mortgage loan, respectively. As of that same date, the Company held five residential mortgage loans with aggregate carrying values totaling $950,000 and six commercial mortgage loans with aggregate carrying values totaling $9.3 million which were in the process of foreclosure. As of June 30, 2022, the Company held one single-family property in other real estate owned with an aggregate carrying value of $178,000 that was acquired through a foreclosure on a residential mortgage loan. As of that same date, the Company held seven residential mortgage loans with aggregate carrying values totaling $1.5 million which were in the process of foreclosure.

6. ALLOWANCE FOR CREDIT LOSSES

Allowance for Credit Losses on Loans Receivable

The following tables present the balance of the allowance for credit losses at March 31, 2023 and June 30, 2022. 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 Losses March 31, 2023
	Loans acquired with deteriorated credit quality individually analyzed		Loans acquired with deteriorated credit quality collectively evaluated		Loans individually analyzed		Loans collectively evaluated		Total allowance for credit losses
	(In Thousands)
Multi-family mortgage	$	—	$	—	$	266	$	26,906	$	27,172
Nonresidential mortgage	—		74		2,166		6,004		8,244
Commercial business	—		4		18		1,707		1,729
Construction	—		—		—		1,316		1,316
One- to four-family residential mortgage	—		165		57		10,043		10,265
Home equity loans	—		—		—		327		327
Other consumer	—		—		—		69		69
Total loans	$	—	$	243	$	2,507	$	46,372	$	49,122


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

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Index


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


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

The following tables present the activity in the allowance for credit losses on loans for the three months and nine months ended March 31, 2023 and 2022.


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

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Index


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


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


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

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 and nine months ended March 31, 2023 and 2022:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
	(In Thousands)				(In Thousands)
Balance at beginning of the period	$	819	$	1,148	$	1,041	$	1,708
Reversal of credit losses	(90)		(208)		(312)		(768)
Balance at end of the period	$	729	$	940	$	729	$	940

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Index

7. DEPOSITS

Deposits at March 31, 2023 and June 30, 2022 are summarized as follows:


	March 31, 2023		June 30, 2022
	(In Thousands)
Non-interest-bearing demand	$	617,778	$	653,899
Interest-bearing demand	2,285,799		2,265,597
Savings	811,483		1,053,198
Certificates of deposits	2,088,344		1,889,562
Total deposits	$	5,803,404	$	5,862,256

8. BORROWINGS

Borrowings at March 31, 2023 and June 30, 2022 consisted of the following:


	March 31, 2023		June 30, 2022
	(In Thousands)
FHLB advances	$	1,156,692	$	651,337
Overnight borrowings (1)	455,000		250,000
Total borrowings	$	1,611,692	$	901,337

___________________________

(1)At March 31, 2023, represents $385.0 million of FHLB overnight line of credit borrowings and $70.0 million of unsecured overnight borrowings from other financial institutions. At June 30, 2022, represents FHLB overnight line of credit borrowings.

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


	March 31, 2023				June 30, 2022
	Balance		Weighted Average Interest Rate		Balance		Weighted Average Interest Rate
	(Dollars in Thousands)
By remaining period to maturity:
Less than one year	$	825,000	5.08	%	$	520,000	2.04	%
One to two years	103,500		2.65		22,500		2.63
Two to three years	29,000		2.77		103,500		2.68
Three to four years	—		—		6,500		2.82
Four to five years	200,000		3.98		—		—
Greater than five years	—		—		—		—
Total advances	1,157,500		4.61	%	652,500		2.17	%
Unamortized fair value adjustments	(808)				(1,163)
Total advances, net of fair value adjustments	$	1,156,692			$	651,337

At March 31, 2023, 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 $4.52 billion. At June 30, 2022, FHLB advances and overnight line of credit borrowings were collateralized by the FHLB capital stock owned by the Bank and mortgage loans and securities with carrying values totaling approximately $3.58 billion and $178.0 million, respectively.

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Index

9. 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 March 31, 2023 and June 30, 2022:

March 31, 2023

Asset Derivatives

Liability Derivatives

Location

Fair Value

Location

Fair Value

(In Thousands)

Derivatives designated as hedging instruments:

Interest rate contracts

Other assets

47,816

Other liabilities

7,847

Total

47,816

7,847

June 30, 2022

Asset Derivatives

Liability Derivatives

Location

Fair Value

Location

Fair Value

(In Thousands)

Derivatives designated as hedging instruments:

Interest rate contracts

Other assets

41,223

Other liabilities

—

Total

41,223

—

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 March 31, 2023, the Company had a total of 12 interest rate swaps and caps with a total notional amount of $1.33 billion hedging specific wholesale funding and one interest rate floor with a notional amount of $100.0 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 (loss), 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 and nine months ended March 31, 2023, the Company reclassified $6.5 million and $12.2 million, respectively, as a reduction in interest expense. During the next twelve months, the Company estimates that $25.9 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 and nine months ended March 31, 2023, the Company did not reclassify any amount to interest income. During the next twelve months, the Company estimates that $196,000 will be reclassified as a reduction in interest income.

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Index

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 and nine months ended March 31, 2023 and 2022:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
	(In Thousands)
Amount of (loss) gain recognized in other comprehensive income	$	(8,936)	$	23,343	$	11,051	$	28,607
Amount of gain (loss) reclassified from accumulated other comprehensive income to interest expense	6,461		(1,268)		12,185		(4,271)

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 March 31, 2023, the Company had three interest rate swaps with a notional amount of $500.0 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.

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 and nine months ended March 31, 2023. There were no fair value hedges for the three months and nine months ended March 31, 2022:


	Three Months Ended March 31,		Nine Months Ended March 31,
	2023			2023
	(In Thousands)
Gain on hedged items recorded in interest income on loans	$	5,681		$	653
(Loss) gain on hedge recorded in interest income on loans	(4,521)			589

As of March 31, 2023, the following amounts were recorded on the Statement of Financial Condition related to cumulative basis adjustment for fair value hedges. There were no fair value hedges at June 30, 2022:


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

___________________________________

(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 March 31, 2023, the amortized cost basis of the closed portfolios used in these hedging relationships was $845.5 million.

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Index

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 March 31, 2023 and June 30, 2022, 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.


	March 31, 2023
							Gross Amounts Not Offset
	Gross Amount Recognized		Gross Amounts Offset		Net Amounts Presented		Financial Instruments		Cash Collateral Received (Posted)		Net Amount
	(In Thousands)
Assets:
Interest rate contracts	$	50,397	$	(2,581)	$	47,816	$	—	$	—	$	47,816
Total	$	50,397	$	(2,581)	$	47,816	$	—	$	—	$	47,816

Liabilities:
Interest rate contracts	$	10,428	$	(2,581)	$	7,847	$	—	$	(6,130)	$	1,717
Total	$	10,428	$	(2,581)	$	7,847	$	—	$	(6,130)	$	1,717


	June 30, 2022
							Gross Amounts Not Offset
	Gross Amount Recognized		Gross Amounts Offset		Net Amounts Presented		Financial Instruments		Cash Collateral Received (Posted)		Net Amount
	(In Thousands)
Assets:
Interest rate contracts	$	41,223	$	—	$	41,223	$	—	$	—	$	41,223
Total	$	41,223	$	—	$	41,223	$	—	$	—	$	41,223

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 March 31, 2023, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to those agreements was $7.7 million. As required under the enforceable master netting arrangement with its derivatives counterparties, at March 31, 2023, the Company posted financial collateral of $6.1 million that was not included as an offsetting amount.

In addition to the derivative instruments noted above, the Company’s pipeline of loans held for sale at March 31, 2023 and June 30, 2022, included $14.9 million and $20.3 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.

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Index

10. 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 Ended March 31,				Nine Months Ended March 31,				Affected Line Item in the Consolidated Statements of Income
	2023		2022		2023		2022
	(In Thousands)
Service cost	$	24	$	136	$	258	$	412	Salaries and employee benefits
Interest cost	88		70		280		208		Other expense
(Accretion) amortization of unrecognized (gain) loss	(6)		20		(18)		60		Other expense
Expected return on assets	(25)		(27)		(75)		(83)		Other expense
Net periodic benefit cost	$	81	$	199	$	445	$	597

2021 Equity Incentive Plan

During the nine months ended March 31, 2023, the Company granted 323,218 restricted stock units (“RSUs”) comprised of 238,121 service-based RSUs and 85,097 performance-based RSUs. The service-based RSUs will vest in three tranches over a period of three years and the performance-based RSUs will cliff vest upon the achievement of performance measures over the three-year period ending June 30, 2025. 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.

11. 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 and nine months ended March 31, 2023 and 2022:


	Three Months Ended March 31,						Nine Months Ended March 31,
	2023			2022			2023			2022
	(Dollars in Thousands)						(Dollars in Thousands)
Income before income taxes	$	13,214		$	24,215		$	36,988		$	76,772
Statutory federal tax rate	21		%	21		%	21		%	21		%
Federal income tax expense at statutory rate	$	2,775		$	5,085		$	7,767		$	16,122
(Reduction) increase in income taxes resulting from:
Tax exempt interest	(20)			(66)			(125)			(204)
State tax, net of federal tax effect	769			1,908			2,065			6,026
Incentive stock option compensation expense	3			3			9			42
Income from bank-owned life insurance	(332)			(317)			(1,469)			(973)


Other items, net	(293)			(91)			(57)			(418)


Total income tax expense	$	2,902		$	6,522		$	8,190		$	20,595
Effective income tax rate	21.96		%	26.93		%	22.14		%	26.83		%

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Index

12. 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 Measured on a Recurring Basis:

The following methods and significant assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis at March 31, 2023 and June 30, 2022:

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.

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.

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Index

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


	March 31, 2023
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Assets:
Debt securities available for sale:

Asset-backed securities	$	—	$	143,053	$	—	$	143,053
Collateralized loan obligations	—		381,937		—		381,937
Corporate bonds	—		142,454		—		142,454
Total debt securities	—		667,444		—		667,444

Mortgage-backed securities available for sale:

Residential pass-through securities	—		451,241		—		451,241
Commercial pass-through securities	—		148,381		—		148,381
Total mortgage-backed securities	—		599,622		—		599,622
Total securities available for sale	$	—	$	1,267,066	$	—	$	1,267,066

Interest rate contracts	$	—	$	47,816	$	—	$	47,816

Total assets	$	—	$	1,314,882	$	—	$	1,314,882

Liabilities:
Interest rate contracts	$	—	$	7,847	$	—	$	7,847
Total liabilities	$	—	$	7,847	$	—	$	7,847

- 30 -

Index


	June 30, 2022
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Assets:
Debt securities available for sale:
Obligations of state and political subdivisions	$	—	$	28,435	$	—	$	28,435
Asset-backed securities	—		166,557		—		166,557
Collateralized loan obligations	—		307,813		—		307,813
Corporate bonds	—		153,397		—		153,397
Total debt securities	—		656,202		—		656,202

Mortgage-backed securities available for sale:
Collateralized mortgage obligations	—		7,122		—		7,122
Residential pass-through securities	—		514,758		—		514,758
Commercial pass-through securities	—		166,011		—		166,011
Total mortgage-backed securities	—		687,891		—		687,891
Total securities available for sale	$	—	$	1,344,093	$	—	$	1,344,093

Interest rate contracts	$	—	$	41,223	$	—	$	41,223

Total assets	$	—	$	1,385,316	$	—	$	1,385,316

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 March 31, 2023 and June 30, 2022:

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.

- 31 -

Index

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


	March 31, 2023
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Collateral dependent loans:
Residential mortgage	$	—	$	—	$	449	$	449
Multi-family mortgage	—		—		7,529		7,529
Nonresidential mortgage	—		—		10,962		10,962
Total	$	—	$	—	$	18,940	$	18,940

Other real estate owned, net:
Residential	$	—	$	—	$	454	$	454
Nonresidential	—		—		12,956		12,956
Total	$	—	$	—	$	13,410	$	13,410


	June 30, 2022
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Collateral dependent loans:
Residential mortgage	$	—	$	—	$	2,035	$	2,035
Multi-family mortgage	—		—		7,517		7,517
Nonresidential mortgage	—		—		11,479		11,479
Total	$	—	$	—	$	21,031	$	21,031

Other real estate owned, net:
Residential	$	—	$	—	$	178	$	178
Total	$	—	$	—	$	178	$	178

- 32 -

Index

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:


	March 31, 2023
	Fair Value		Valuation Techniques		Unobservable Input		Range	Weighted Average
	(Dollars in Thousands)
Collateral dependent loans:
Residential mortgage	$	449	Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	6.92%	6.92	%
Multi-family mortgage	7,529		Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	10% - 12%	10.93	%
Nonresidential mortgage	10,962		Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	9% - 19%	13.95	%
Total	$	18,940

Other real estate owned, net:
Residential	$	454	Market valuation of underlying collateral	(3)	Adjustments to reflect current conditions/selling costs	(2)	6.00%	6.00	%
Nonresidential	12,956		Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	4.00%	4.00	%
Total	$	13,410


	June 30, 2022
	Fair Value		Valuation Techniques		Unobservable Input		Range	Weighted Average
	(Dollars in Thousands)
Collateral dependent loans:
Residential mortgage	$	2,035	Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	7% - 10%	8.97	%
Multi-family mortgage	7,517		Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	10% - 12%	11.06	%
Nonresidential mortgage	11,479		Market valuation of underlying collateral	(1)	Adjustments to reflect current conditions/selling costs	(2)	9% - 18%	12.72	%
Total	$	21,031

Other real estate owned, net:
Residential	$	178	Market valuation of underlying collateral	(3)	Adjustments to reflect current conditions/selling costs	(2)	6.00%	6.00	%
Total	$	178

___________________________________

(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 and other real estate owned is adjusted to reflect management’s estimates of selling costs including, but not limited to, real estate brokerage commissions and title transfer fees.

(3)The fair value of other real estate owned is generally determined based upon the lower of an independent appraisal of the property’s fair value or the applicable listing price or contracted sales price.

At March 31, 2023, collateral dependent loans valued using Level 3 inputs comprised loans with principal balance totaling $21.4 million and valuation allowance of $2.5 million reflecting an aggregate fair value of $18.9 million. By comparison, at June 30, 2022, collateral dependent loans valued using Level 3 inputs comprised loans with principal balance totaling $24.6 million and valuation allowance of $3.6 million reflecting an aggregate fair value of $21.0 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 March 31, 2023 and June 30, 2022, the Company held other real estate owned totaling $13.4 million and $178,000, respectively, whose carrying value was written down utilizing Level 3 inputs.

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Index

The following tables present the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of March 31, 2023 and June 30, 2022:


	March 31, 2023
	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In Thousands)
Financial assets:
Cash and cash equivalents	$	194,568	$	194,568	$	194,568	$	—	$	—
Investment securities available for sale	1,267,066		1,267,066		—		1,267,066		—
Investment securities held to maturity	149,764		136,125		—		136,125		—
Loans held-for-sale	5,401		5,435		—		5,435		—
Net loans receivable	5,917,203		5,489,346		—		—		5,489,346
FHLB Stock	76,319		—		—		—		—
Interest receivable	28,794		28,794		40		9,264		19,490
Interest rate contracts	47,816		47,816		—		47,816		—

Financial liabilities:
Deposits other than certificates of deposits	3,715,060		3,715,060		3,715,060		—		—
Certificates of deposits	2,088,344		2,055,270		—		—		2,055,270
Borrowings	1,611,692		1,608,219		—		—		1,608,219
Interest payable on deposits	7,219		7,219		1,997		—		5,222
Interest payable on borrowings	4,187		4,187		—		—		4,187
Interest rate contracts	7,847		7,847		—		7,847		—

- 34 -

Index


	June 30, 2022
	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In Thousands)
Financial assets:
Cash and cash equivalents	$	101,615	$	101,615	$	101,615	$	—	$	—
Investment securities available for sale	1,344,093		1,344,093		—		1,344,093		—
Investment securities held to maturity	118,291		108,118		—		108,118		—
Loans held-for-sale	28,874		28,831		—		28,831		—
Net loans receivable	5,370,787		5,215,079		—		—		5,215,079
FHLB Stock	47,144		—		—		—		—
Interest receivable	20,466		20,466		2		5,210		15,254
Interest rate contracts	41,223		41,223		—		41,223		—

Financial liabilities:
Deposits other than certificates of deposits	3,972,694		3,972,694		3,972,694		—		—
Certificates of deposits	1,889,562		1,866,341		—		—		1,866,341
Borrowings	901,337		900,505		—		—		900,505
Interest payable on deposits	722		722		147		—		575
Interest payable on borrowings	1,611		1,611		—		—		1,611

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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Index

13. COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive loss included in stockholders’ equity at March 31, 2023 and June 30, 2022 are as follows:


	March 31, 2023		June 30, 2022
	(In Thousands)
Net unrealized loss on securities available for sale	$	(141,128)	$	(118,031)
Tax effect	40,713		34,104
Net of tax amount	(100,415)		(83,927)

Fair value adjustments on derivatives	38,671		39,805
Tax effect	(11,214)		(11,542)
Net of tax amount	27,457		28,263

Benefit plan adjustments	(134)		(89)
Tax effect	39		26
Net of tax amount	(95)		(63)

Total accumulated other comprehensive loss	$	(73,053)	$	(55,727)

Other comprehensive income (loss) and related tax effects for the three months and nine months ended March 31, 2023 and 2022 are presented in the following table:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
	(In Thousands)
Net unrealized holding gain (loss) on securities available for sale	$	9,713	$	(59,249)	$	(38,324)	$	(73,995)

Net realized (gain) loss on sale and call of securities available for sale (1)	—		(3)		15,227		(4)

Fair value adjustments on derivatives	(15,397)		24,611		(1,134)		32,878

Benefit plans:
(Accretion) amortization of net actuarial (gain) loss (2)	(6)		20		(18)		60
Net actuarial loss	—		—		(27)		—
Net change in benefit plan accrued expense	(6)		20		(45)		60

Other comprehensive loss before taxes	(5,690)		(34,621)		(24,276)		(41,061)
Tax effect	1,658		10,098		6,950		11,968
Total other comprehensive loss	$	(4,032)	$	(24,523)	$	(17,326)	$	(29,093)

___________________________________

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

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

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Index

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

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


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

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

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

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

- 37 -

Index

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q may include certain forward-looking statements based on current management expectations. Such forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may”, “will”, “believe”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms or variations on those terms, or the negative of those terms. The actual results of the Company could differ materially from those management expectations. This includes statements regarding general economic conditions, the effects of the recent turmoil in the banking industry (including the failure of three financial institutions), legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities and failure to integrate or profitably operate acquired businesses. Additional potential factors include changes in interest rates, the rate of inflation, deposit flows, cost of funds, demand for loan products and financial services, competition and changes in the quality or composition of loan and investment portfolios of the Company. Other factors that could cause future results to vary from current management expectations include changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices. Further description of the risks and uncertainties to the business are included in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, under “Item 1A. Risk Factors.”

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

Critical Accounting Policies

Our accounting policies are integral to understanding the results reported. We consider accounting policies that require management to exercise significant judgment or discretion or to make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. At March 31, 2023, there have been no material changes to our critical accounting policies as compared to the critical accounting policies disclosed in our most recent Annual Report on Form 10-K. Reference is made to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022.

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

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

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

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

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

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

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

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Index

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


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

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

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

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

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

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

Commercial loan origination volume for the nine months ended March 31, 2023 totaled $851.5 million, comprised of $708.4 million of commercial mortgage loan originations, $72.5 million of commercial business loan originations and construction loan disbursements of $70.6 million.

One- to four-family residential mortgage loan origination volume, excluding loans held-for-sale, totaled $171.8 million for the nine months ended March 31, 2023 and was supplemented with loan purchases totaling $656,000. Home equity loan and line of credit origination volume for the same period totaled $22.1 million.

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


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

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

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

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

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

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Index

Nonperforming Assets and TDRs. Nonperforming assets decreased by $34.8 million to $57.4 million, or 0.69% of total assets, at March 31, 2023, from $92.2 million, or 1.19% of total assets, at June 30, 2022. At March 31, 2023, we had accruing TDRs totaling $10.2 million, an increase of $1.5 million from $8.7 million at June 30, 2022. At March 31, 2023, we had non-accrual TDRs totaling $7.7 million, a decrease of $5.8 million from $13.5 million at June 30, 2022.

At March 31, 2023, nonperforming assets consisted of $44.0 million of nonperforming loans and $13.4 million of other real estate owned (“OREO”). At June 30, 2022, nonperforming assets consisted of $70.3 million of nonperforming loans, $21.7 million of non-accrual commercial loans held for sale and $178,000 of OREO.

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

Allowance for Credit Losses (“ACL”). At March 31, 2023, the ACL totaled $49.1 million, or 0.82% of total loans, reflecting an increase of $2.1 million from $47.1 million, or 0.87% of total loans, at June 30, 2022. The increase during the nine months ended March 31, 2023 was largely attributable to a provision for credit losses of $2.8 million, primarily driven by loan growth, partially offset by a reduction in the expected life of the loan portfolio and a net reduction in reserves on loans individually analyzed for impairment.

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

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

Deposits. Total deposits decreased $58.9 million, or 1.0%, to $5.80 billion at March 31, 2023 from $5.86 billion at June 30, 2022. Included in total deposits are brokered and listing service time deposits of $761.0 million at March 31, 2023 and $773.5 million at June 30, 2022. The following table sets forth the distribution of, and changes in, deposits, by type, for the periods indicated:


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

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

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

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

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

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

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

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Index

Other Liabilities. The balance of other liabilities, including advance payments by borrowers for taxes and other miscellaneous liabilities, increased $5.7 million to $68.0 million at March 31, 2023 from $62.3 million at June 30, 2022. The change in the balance of these other liabilities generally reflected normal operating fluctuations during the period.

Stockholders’ Equity. Stockholders’ equity decreased $27.8 million to $866.2 million at March 31, 2023 from $894.0 million at June 30, 2022. The decrease in stockholders’ equity during the nine months ended March 31, 2023 largely reflected cash dividends of $21.6 million and share repurchases of $21.1 million. In addition, other comprehensive loss, net of income tax, was $17.3 million, which was driven by a decline in the fair value of our available for sale securities. These items were partially offset by net income of $28.8 million.

Book value per share decreased by $0.03 to $12.99 at March 31, 2023 while tangible book value per share decreased by $0.11 to $9.79 at March 31, 2023.

On August 1, 2022, we announced that the Board of Directors had authorized a new stock repurchase plan to repurchase up to 4,000,000 shares, and the completion of our previous stock repurchase plan, which authorized the repurchase of 7,602,021 shares. During the nine months ended March 31, 2023, we repurchased 2,007,892 shares of common stock at a cost of $21.1 million, or $10.49 per share, including 1,682,747 shares, or 42.1% of the shares authorized for repurchase under the current repurchase program, at a total cost of $17.4 million or $10.37 per share.

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

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

Net Interest Income. Net interest income decreased by $5.4 million to $42.4 million for the quarter ended March 31, 2023 compared to $47.7 million for the quarter ended March 31, 2022. The decrease between the comparative periods resulted from an increase of $27.9 million in interest expense, partially offset by an increase of $22.6 million in interest income. Included in net interest income for the quarters ended March 31, 2023 and 2022, respectively, was purchase accounting accretion of $711,000 and $1.9 million, and loan prepayment penalty income of $103,000 and $1.3 million.

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

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Index

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


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

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

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

___________________________________

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

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

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

(4)Includes average balances of non-interest-bearing deposits of $634.3 million and $624.2 million for the quarter ended March 31, 2023 and 2022, respectively.

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

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

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Index

Provision for Credit Losses. The provision for credit losses increased $4.4 million to a provision for credit losses of $451,000 for the quarter ended March 31, 2023, compared to a reversal of credit losses of $3.9 million for the quarter ended March 31, 2022. The provision for the quarter ended March 31, 2023 was largely driven by a slower prepayment rate assumption, partially offset by a net reduction in reserves on loans individually analyzed for impairment. By comparison, the reversal for the quarter ended March 31, 2022 was largely attributable to an improvement in our economic forecast and a net reduction in reserves on loans individually analyzed for impairment.

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

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

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

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

Other non-interest income increased $833,000 to $1.1 million for the quarter ended March 31, 2023. The increase in other non-interest income was primarily attributable to a $509,000 increase in income from investment services.

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

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

Salaries and employee benefits decreased $1.2 million to $18.0 million for quarter ended March 31, 2023. This decrease was primarily driven by a decrease in incentive payments tied to loan origination volume.

FDIC insurance premiums increased $1.1 million to $1.5 million for the quarter ended March 31, 2023. The increase was largely driven by asset growth.

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

Provision for Income Taxes. Provision for income taxes decreased $3.6 million to $2.9 million for the quarter ended March 31, 2023 from $6.5 million for the quarter ended March 31, 2022.

The decrease in income tax expense reflected a lower level of pre-tax income as compared to the prior period.

Effective tax rates for the quarter ended March 31, 2023 and 2022 were 22.0% and 26.9%, respectively. The decrease in the effective tax rate was primarily due to lower full year projected taxable income.

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

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

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

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Index

Net interest margin decreased 53 basis points to 2.42% for the nine months ended March 31, 2023, from 2.95% for the nine months ended March 31, 2022 and reflected increases in the cost and average balance of interest-bearing liabilities, partially offset by increases in the average balance of and yield on interest-earning assets. The increased cost of interest-bearing liabilities and yield on interest-earning assets is the result of higher market interest rates that were caused by an increase in the federal funds target rate from 0% - 0.25% in March 2022 to 4.75% - 5.00% in March 2023.


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

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

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

___________________________________

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

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

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

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

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

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Index

Provision for Credit Losses. The provision for credit losses increased $14.5 million to a provision for credit losses of $2.8 million for the nine months ended March 31, 2023, compared to a reversal of credit losses of $11.7 million for the nine months ended March 31, 2022. The provision for the nine months ended March 31, 2023 was largely attributable to loan growth, partially offset by a reduction in the expected life of the loan portfolio and a net reduction in reserves on loans individually analyzed for impairment. By comparison, the reversal for the nine months ended March 31, 2022 was largely attributable to an improvement in our economic forecast, a reduction in the expected life of various segments of the loan portfolio and a net reduction in reserves on loans individually analyzed for impairment.

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

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

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

Loss on sale of loans was $1.8 million for the nine months ended March 31, 2023 compared to a gain on sale of loans of $2.4 million during the comparative period. The current period included a loss of $2.5 million that resulted from the sale of a non-performing commercial mortgage loan held-for-sale. In addition, the decrease in gain on sale of loans reflected a decrease in the volume of loans sold between comparative periods.

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

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

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

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

Salaries and employee benefits increased $2.4 million to $58.3 million for the nine months ended March 31, 2023. This increase was largely due to higher salary expense, an increase in incentive payments tied to loan origination volume and non-recurring severance expense resulting from a reduction in headcount. Partially offsetting these increases was a decrease in incentive compensation expense.

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

FDIC insurance premiums increased $2.0 million to $3.7 million for the nine months ended March 31, 2023. The increase was largely driven by asset growth.

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

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

The decrease in income tax expense reflected a lower level of pre-tax income as compared to the prior period.

Effective tax rates for the nine months ended March 31, 2023 and 2022 were 22.1% and 26.8%, respectively. The decrease in the effective tax rate was primarily due to lower full year projected taxable income, noted above, as well as non-taxable payouts on life insurance policies, noted above, during the nine months ended March 31, 2023.

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Index

Liquidity and Capital Resources

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

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

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

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

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

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

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


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


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

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Index

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


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


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

In March 2020, the federal banking agencies announced an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss method, followed by a three-year transition period established in the previous rule (five-year transition option). We have adopted the capital transition relief over the permissible five-year period. The two-year delay ended for us as of June 30, 2022 and we then began the three-year transition period.

Off-Balance Sheet Arrangements

In the normal course of our business of investing in loans and securities we are a party to financial instruments with off-balance-sheet risk. These financial instruments include significant purchase commitments, such as commitments related to capital expenditure plans and commitments to extend credit to meet the financing needs of our customers. We had no significant off-balance sheet commitments for capital expenditures as of March 31, 2023.

Recent Accounting Pronouncements

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

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Index

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

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

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

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

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


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


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

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Index

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

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

ITEM 4.

CONTROLS AND PROCEDURES

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

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

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Index

PART II

ITEM 1. Legal Proceedings

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

ITEM 1A. Risk Factors

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

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

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

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

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

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

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

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Index

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

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

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

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

Issuer Purchases of Equity Securities:

The following table reports information regarding repurchases of the Company’s common stock during the quarter ended March 31, 2023:


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

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

On August 1, 2022, the Company announced the authorization of a new stock repurchase plan to repurchase up to 4,000,000 shares. This current plan has no expiration date.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

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Index

ITEM 6. Exhibits

The following Exhibits are filed as part of this report:


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

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Index

SIGNATURES

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


	KEARNY FINANCIAL CORP.

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

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

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