NEW YORK COMMUNITY BANCORP INC - Quarter Report: 2020 March (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-Accelerated filer

Smaller Reporting Company

Emerging Growth Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

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

For the quarterly period ended March 31, 2020

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

For the transition period from

Commission File Number

1-31565

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)


Delaware		06-1377322
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

615 Merrick Avenue, Westbury, New York 11590

(Address of principal executive offices)

(Registrant’s telephone number, including area code) (516)

683-4100

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 per share	NYCB	New York Stock Exchange
Bifurcated Option Note Unit SecuritiES SM	NYCB PU	New York Stock Exchange
Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, $0.01 par value	NYCB PA	New York Stock Exchange

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

☒

☐

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

☒

☐

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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes

☐

☒

463,937,039

Number of shares of common stock outstanding at May 4, 2020

NEW YORK COMMUNITY BANCORP, INC.

FORM

10-Q

Quarter Ended March 31, 2020


		Page No.

	Glossary

	List of Abbreviations and Acronyms

Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Condition as of March 31, 2020 (unaudited) and December 31, 2019		7

	Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2020 and 2019 (unaudited)		8

	Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2020 and 2019 (unaudited)		9

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (unaudited)		10

	Notes to the Consolidated Financial Statements		11

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

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		70

Item 4.	Controls and Procedures		71

Part II.	OTHER INFORMATION		72

Item 1.	Legal Proceedings		72

Item 1A.	Risk Factors		72

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		73

Item 3.	Defaults upon Senior Securities		73

Item 4.	Mine Safety Disclosures		73

Item 5.	Other Information		73

Item 6.	Exhibits		74

Signatures			75

GLOSSARY

BASIS POINT

Throughout this filing, the year-over-year changes that occur in certain financial measures are reported in terms of basis points. Each basis point is equal to one hundredth of a percentage point, or 0.01%.

BOOK VALUE PER COMMON SHARE

Book value per common share refers to the amount of common stockholders’ equity attributable to each outstanding share of common stock, and is calculated by dividing total stockholders’ equity less preferred stock at the end of a period, by the number of shares outstanding at the same date.

BROKERED DEPOSITS

Refers to funds obtained, directly or indirectly, by or through deposit brokers that are then deposited into one or more deposit accounts at a bank.

CHARGE-OFF

Refers to the amount of a loan balance that has been written off against the allowance for loan losses.

COMMERCIAL REAL ESTATE LOAN

A mortgage loan secured by either an income-producing property owned by an investor and leased primarily for commercial purposes or, to a lesser extent, an owner-occupied building used for business purposes. The CRE loans in our portfolio are typically secured by either office buildings, retail shopping centers, light industrial centers with multiple tenants, or

mixed-use

properties.

COST OF FUNDS

The interest expense associated with interest-bearing liabilities, typically expressed as a ratio of interest expense to the average balance of interest-bearing liabilities for a given period.

CRE CONCENTRATION RATIO

Refers to the sum of multi-family,

non-owner

occupied CRE, and acquisition, development, and construction (“ADC”) loans divided by total risk-based capital.

DEBT SERVICE COVERAGE RATIO

An indication of a borrower’s ability to repay a loan, the DSCR generally measures the cash flows available to a borrower over the course of a year as a percentage of the annual interest and principal payments owed during that time.

DERIVATIVE

A term used to define a broad base of financial instruments, including swaps, options, and futures contracts, whose value is based upon, or derived from, an underlying rate, price, or index (such as interest rates, foreign currency, commodities, or prices of other financial instruments such as stocks or bonds).

DIVIDEND PAYOUT RATIO

The percentage of our earnings that is paid out to shareholders in the form of dividends. It is determined by dividing the dividend paid per share during a period by our diluted earnings per share during the same period of time.

EFFICIENCY RATIO

Measures total operating expenses as a percentage of the sum of net interest income and

non-interest

income.

GOODWILL

Refers to the difference between the purchase price and the fair value of an acquired company’s assets, net of the liabilities assumed. Goodwill is reflected as an asset on the balance sheet and is tested at least annually for impairment.

GOVERNMENT-SPONSORED ENTERPRISES

Refers to a group of financial services corporations that were created by the United States Congress to enhance the availability, and reduce the cost of, credit to certain targeted borrowing sectors, including home finance. The GSEs include, but are not limited to, the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”), and the Federal Home Loan Banks (the “FHLBs”).

GSE OBLIGATIONS

Refers to GSE mortgage-related securities (both certificates and collateralized mortgage obligations) and GSE debentures.

INTEREST RATE SENSITIVITY

Refers to the likelihood that the interest earned on assets and the interest paid on liabilities will change as a result of fluctuations in market interest rates.

INTEREST RATE SPREAD

The difference between the yield earned on average interest-earning assets and the cost of average interest-bearing liabilities.

LOAN-TO-VALUE

RATIO

Measures the balance of a loan as a percentage of the appraised value of the underlying property.

MULTI-FAMILY LOAN

A mortgage loan secured by a rental or cooperative apartment building with more than four units.

NET INTEREST INCOME

The difference between the interest income generated by loans and securities and the interest expense produced by deposits and borrowed funds.

NET INTEREST MARGIN

Measures net interest income as a percentage of average interest-earning assets.

NON-ACCRUAL

LOAN

A loan generally is classified as a

“non-accrual”

loan when it is 90 days or more past due or when it is deemed to be impaired because we no longer expect to collect all amounts due according to the contractual terms of the loan agreement. When a loan is placed on

non-accrual

status, we cease the accrual of interest owed, and previously accrued interest is reversed and charged against interest income. A loan generally is returned to accrual status when the loan is current and we have reasonable assurance that the loan will be fully collectible.

NON-PERFORMING

LOANS AND ASSETS

Non-performing

loans consist of

non-accrual

loans and loans that are 90 days or more past due and still accruing interest.

Non-performing

assets consist of

non-performing

loans, OREO and other repossessed assets.

OREO AND OTHER REPOSSESSED ASSETS

Includes real estate owned by the Company which was acquired either through foreclosure or default. Repossessed assets are similar, except they are not real estate-related assets.

RENT-REGULATED APARTMENTS

In New York City, where the vast majority of the properties securing our multi-family loans are located, the amount of rent that tenants may be charged on the apartments in certain buildings is restricted under rent-stabilization laws. Rent-stabilized apartments are generally located in buildings with six or more units that were built between February 1947 and January 1974. Rent-regulated apartments tend to be more affordable to live in because of the applicable regulations, and buildings with a preponderance of such rent-regulated apartments are therefore less likely to experience vacancies in times of economic adversity.

REPURCHASE AGREEMENTS

Repurchase agreements are contracts for the sale of securities owned or borrowed by the Bank with an agreement to repurchase those securities at an agreed-upon price and date. The Bank’s repurchase agreements are primarily collateralized by GSE obligations and other mortgage-related securities, and are entered into with either the FHLBs or various brokerage firms.

SYSTEMICALLY IMPORTANT FINANCIAL INSTITUTION (“SIFI”)

A bank holding company with total consolidated assets that average more than $250 billion over the four most recent quarters is designated a “Systemically Important Financial Institution” under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) of 2010, as amended by the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018.

WHOLESALE BORROWINGS

Refers to advances drawn by the Bank against its line(s) of credit with the FHLBs, their repurchase agreements with the FHLBs and various brokerage firms, and federal funds purchased.

YIELD

The interest income associated with interest-earning assets, typically expressed as a ratio of interest income to the average balance of interest-earning assets for a given period.

LIST OF ABBREVIATIONS AND ACRONYMS

ADC—Acquisition, development, and construction loan

ALCO—Asset and Liability Management Committee

AMT—Alternative minimum tax

AmTrust—AmTrust Bank

AOCL—Accumulated other comprehensive loss

ASC—Accounting Standards Codification

ASU—Accounting Standards Update

BOLI—Bank-owned life insurance

BP—Basis point(s)

CARES Act—Coronavirus Aid, Relief, and Economic Security Act

C&I—Commercial and industrial loan

CCAR—Comprehensive Capital Analysis and Review

CDs—Certificates of deposit

CECL—Current Expected Credit Loss

CFPB—Consumer Financial Protection Bureau

CMOs—Collateralized mortgage obligations

CMT—Constant maturity treasury rate

CPI—Consumer Price Index

CPR—Constant prepayment rate

CRA—Community Reinvestment Act

CRE—Commercial real estate loan

Desert Hills—Desert Hills Bank

DIF—Deposit Insurance Fund

DFA—Dodd-Frank Wall Street Reform and Consumer Protection Act

DSCR—Debt service coverage ratio

EaR—Earnings at Risk

EPS—Earnings per common share

ERM—Enterprise Risk Management

ESOP—Employee Stock Ownership Plan

EVE—Economic Value of Equity at Risk

Fannie Mae—Federal National Mortgage Association

FASB—Financial Accounting Standards Board

FDI Act—Federal Deposit Insurance Act

FDIC—Federal Deposit Insurance Corporation

FHLB—Federal Home Loan Bank

FHLB-NY—Federal

Home Loan Bank of New York

FOMC—Federal Open Market Committee

FRB—Federal Reserve Board

FRB-NY—Federal

Reserve Bank of New York

Freddie Mac—Federal Home Loan Mortgage Corporation

FTEs—Full-time equivalent employees

GAAP—U.S. generally accepted accounting principles

GLBA—The Gramm Leach Bliley Act

GNMA—Government National Mortgage Association

GSEs—Government-sponsored enterprises

HQLAs—High-quality liquid assets

LIBOR—London Interbank Offered Rate

LSA—Loss Share Agreements

LTV—Loan-to-value

ratio

MBS—Mortgage-backed securities

MSRs—Mortgage servicing rights

NIM—Net interest margin

NOL—Net operating loss

NPAs—Non-performing

assets

NPLs—Non-performing

loans

NPV—Net Portfolio Value

NYSDFS—New York State Department of Financial Services

NYSE—New York Stock Exchange

OCC—Office of the Comptroller of the Currency

OFAC—Office of Foreign Assets Control

OREO—Other real estate owned

ROU—Right of use asset

SEC—U.S. Securities and Exchange Commission

SIFI—Systemically Important Financial Institution

TDRs—Troubled debt restructurings

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CONDITION

(in thousands, except share data)


	March 31, 2020			December 31, 2019
	(unaudited)
Assets:
Cash and cash equivalents	$	1,334,206		$	741,870
Securities:
Debt securities available-for-sale ($1,447,566 and $1,372,238 pledged at March 31, 2020 and December 31, 2019, respectively) (Allowance for credit losses of $0,000 at March 31, 2020)		5,455,245			5,853,057
Equity investments with readily determinable fair values, at fair value		32,616			32,830

Total securities		5,487,861			5,885,887

Loans and leases held for investment, net of deferred loan fees and costs		42,291,759			41,894,155
Less: Allowance for loan and lease losses		(162,244	)		(147,638	)

Total loans and leases held for investment, net		42,129,515			41,746,517
Federal Home Loan Bank stock, at cost		663,870			647,562
Premises and equipment, net		306,657			312,626
Operating lease right-of-use assets		281,873			286,194
Goodwill		2,426,379			2,426,379
Bank-owned life insurance		1,152,444			1,145,058
Other real estate owned and other repossessed assets		9,526			12,268
Other assets		468,762			436,460

Total assets	$	54,261,093		$	53,640,821

Liabilities and Stockholders’ Equity:
Deposits:
Interest-bearing checking and money market accounts	$	10,181,252		$	10,230,144
Savings accounts		4,955,670			4,780,007
Certificates of deposit		14,142,212			14,214,858
Non-interest-bearing accounts		2,693,632			2,432,123

Total deposits		31,972,766			31,657,132

Borrowed funds:
Wholesale borrowings:
Federal Home Loan Bank advances		13,477,661			13,102,661
Repurchase agreements		800,000			800,000

Total wholesale borrowings		14,277,661			13,902,661
Junior subordinated debentures		359,961			359,866
Subordinated notes		295,205			295,066

Total borrowed funds		14,932,827			14,557,593

Operating lease liabilities		281,853			285,991
Other liabilities		436,262			428,411

Total liabilities		47,623,708			46,929,127

Stockholders’ equity:
Preferred stock at par $0.01 (5,000,000 shares authorized): Series A (515,000 shares issued and outstanding)		502,840			502,840
Common stock at par $0.01 (900,000,000 shares authorized; 490,439,070 and 490,439,070 shares issued; and 466,360,703 and 467,346,781 shares outstanding, respectively)		4,904			4,904
Paid-in capital in excess of par		6,101,540			6,115,487
Retained earnings		344,344			342,023
Treasury stock, at cost (24,078,367 and 23,092,289 shares, respectively)		(235,678	)		(220,717	)
Accumulated other comprehensive loss, net of tax:
Net unrealized gain on securities available for sale, net of tax of $(4,607) and $(9,424), respectively		12,740			25,440
Net unrealized loss on pension and post-retirement obligations, net of tax of $21,685 and $22,191, respectively		(57,803	)		(59,136	)
Net unrealized (loss) gain on cash flow hedges, net of tax of $13,242 and $(333), respectively		(35,502	)		853

Total accumulated other comprehensive loss, net of tax		(80,565	)		(32,843	)

Total stockholders’ equity		6,637,385			6,711,694

Total liabilities and stockholders’ equity	$	54,261,093		$	53,640,821

See accompanying notes to the consolidated financial statements.

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)


	For the Three Months Ended March 31,
	2020			2019
Interest Income:
Loans and leases	$	391,911		$	379,790
Securities and money market investments		49,131			66,384

Total interest income		441,042			446,174

Interest Expense:
Interest-bearing checking and money market accounts		28,564			50,159
Savings accounts		8,934			8,083
Certificates of deposit		79,555			67,775
Borrowed funds		79,522			78,832

Total interest expense		196,575			204,849

Net interest income		244,467			241,325
Provision for (recovery of) credit losses		20,601			(1,222	)

Net interest income after provision for (recovery of) credit losses		223,866			242,547

Non-Interest Income:
Fee income		7,018			7,228
Bank-owned life insurance		7,389			6,975
Net gain on securities		534			6,987
Other		1,958			3,595

Total non-interest income		16,899			24,785

Non-Interest Expense:
Operating expenses:
Compensation and benefits		79,451			81,440
Occupancy and equipment		17,875			22,962
General and administrative		28,196			34,365

Total non-interest expense		125,522			138,767

Income before income taxes		115,243			128,565
Income tax expense		14,915			30,988

Net income	$	100,328		$	97,577
Preferred stock dividends		8,207			8,207

Net income available to common shareholders	$	92,121		$	89,370

Basic earnings per common share	$	0.20		$	0.19

Diluted earnings per common share	$	0.20		$	0.19

Net income	$	100,328		$	97,577
Other comprehensive (loss) income, net of tax:
Change in net unrealized gain (loss) on securities available for sale, net of tax of $4,611; and $(12,868), respectively		(12,157	)		32,755
Change in pension and post-retirement obligations, net of tax of $(19); and $(16), respectively		45			37
Change in net unrealized gain (loss) on cash flow hedges, net of tax of $13,397		(35,888	)		—
Less: Reclassification adjustment for sales of available-for-sale securities, net of tax of $206; and $1,517, respectively		(543	)		(3,892	)
Reclassification adjustment for net gain on cash flow hedges included in net income, net of tax of $178		(467	)		—
Reclassification adjustment for defined benefit pension plan, net of tax of $(487) and $(695), respectively		1,288			1,783

Total other comprehensive (loss) income, net of tax		(47,722	)		30,683

Total comprehensive income, net of tax	$	52,606		$	128,260

See accompanying notes to the consolidated financial statements.

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)


	For the Three Months Ended March 31,
	2020			2019
Preferred Stock (Par Value: $0.01):
Balance at beginning of year	$	502,840		$	502,840

Balance at end of period		502,840			502,840

Common Stock (Par Value: $0.01):
Balance at beginning of year		4,904			4,904

Balance at end of period		4,904			4,904

Paid-in Capital in Excess of Par:
Balance at beginning of year		6,115,487			6,099,940
Shares issued for restricted stock awards, net of forfeitures		(22,198	)		(15,058	)
Compensation expense related to restricted stock awards		8,251			7,910

Balance at end of period		6,101,540			6,092,792

Retained Earnings:
Balance at beginning of year		342,023			297,202
Net income		100,328			97,577
Dividends paid on common stock ($0.17 per share)		(79,332	)		(79,340	)
Dividends paid on preferred stock ($15.94 per share)		(8,207	)		(8,207	)
Effect of adopting ASU No. 2016-13		(10,468	)		—

Balance at end of period		344,344			307,232

Treasury Stock, at Cost:
Balance at beginning of year		(220,717	)		(161,998	)
Purchase of common stock (3,307,183 and 7,816,228, respectively)		(37,159	)		(74,788	)
Shares issued for restricted stock awards (2,321,105 and 1,515,760, respectively)		22,198			15,058

Balance at end of period		(235,678	)		(221,728	)

Accumulated Other Comprehensive Loss, Net of Tax:
Balance at beginning of year		(32,843	)		(87,653	)
Other comprehensive (loss) income, net of tax		(47,722	)		30,683

Balance at end of period		(80,565	)		(56,970	)

Total stockholders’ equity	$	6,637,385		$	6,629,070

See accompanying notes to the consolidated financial statements.

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	For the Three Months Ended March 31,
	2020			2019
Cash Flows from Operating Activities:
Net income	$	100,328		$	97,577
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for (recovery of) credit losses		20,601			(1,222	)
Depreciation		6,407			6,950
Amortization of discounts and premiums, net		6,384			1,195
Net gain on sales of securities		(534	)		(5,409	)
Gain on trading activity		—			(35	)
Net loss on sales of loans		4			10
Stock-based compensation		8,251			7,910
Deferred tax expense		44,465			2,811
Changes in operating assets and liabilities:
Increase in other assets (1)		(34,397	)		15,797
Decrease in other liabilities (2)		(20,813	)		32,818
Purchases of securities held for trading		—			(22,500	)
Proceeds from sales of securities held for trading		—			22,535

Net cash provided by operating activities		130,696			158,437

Cash Flows from Investing Activities:
Proceeds from repayment of securities available for sale		428,098			316,103
Proceeds from sales of securities available for sale		369,972			272,849
Purchase of securities available for sale		(483,789	)		(655,425	)
Redemption of Federal Home Loan Bank stock		72,567			58,643
Purchases of Federal Home Loan Bank stock		(88,875	)		(2,250	)
Proceeds from bank-owned life insurance, net		1,772			2,664
Proceeds from sales of loans		3,124			29,326
Purchases of loans		(26,300	)		—
Other changes in loans, net		(380,427	)		(391,409	)
Purchase of premises and equipment, net		(438	)		1,946

Net cash used in investing activities		(104,296	)		(367,553	)

Cash Flows from Financing Activities:
Net increase in deposits		315,634			836,695
Net increase in short-term borrowed funds		1,350,000			—
Proceeds from long-term borrowed funds		2,150,000			749,820
Repayments of long-term borrowed funds		(3,125,000	)		(1,700,000	)
Cash dividends paid on common stock		(79,332	)		(79,340	)
Cash dividends paid on preferred stock		(8,207	)		(8,207	)
Treasury stock repurchased		(28,924	)		(67,125	)
Payments relating to treasury shares received for restricted stock award tax payments		(8,235	)		(7,663	)

Net cash provided by (used in) financing activities		565,936			(275,820	)

Net increase (decrease) in cash, cash equivalents, and restricted cash		592,336			(484,936	)
Cash, cash equivalents, and restricted cash at beginning of period		741,870			1,474,955

Cash, cash equivalents, and restricted cash at end of period	$	1,334,206		$	990,019

Supplemental information:
Cash paid for interest	$	202,459		$	187,890
Cash paid for income taxes		10,000			5,908
Non-cash investing and financing activities:
Transfers to repossessed assets from loans	$	120		$	2,840
Operating lease liabilities arising from obtaining right-of-use assets as of January 1, 2019		—			324,360
Securitization of residential mortgage loans to mortgage-backed securities available for sale		26,300			—
Transfer of loans from held for investment to held for sale		3,124			29,336
Dispositions of premises and equipment		—			1,245
Shares issued for restricted stock awards		22,198			15,058

(1)	Includes $4.1 million and $11.7 million of amortization of operating lease right-of-use assets for the three months ended March 31, 2020 and March 31, 2019, respectively.

(2)	Includes $4.1 million and $11.7 million of amortization of operating lease liability for the three months ended March 31, 2020 and March 31, 2019, respectively.

See accompanying notes to the consolidated financial statements.

NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.

Organization, Basis of Presentation, and Recently Adopted Accounting Standards

Organization

New York Community Bancorp, Inc. (on a stand-alone basis, the “Parent Company” or, collectively with its subsidiaries, the “Company”) was organized under Delaware law on July 20, 1993 and is the holding company for New York Community Bank (hereinafter referred to as the “Bank”).

Founded on April 14, 1859 and formerly known as Queens County Savings Bank, the Bank converted from a state-chartered mutual savings bank to the capital stock form of ownership on November 23, 1993, at which date the Company issued its initial offering of common stock (par value: $0.01 per share) at a price of $25.00 per share ($0.93 per share on a split-adjusted basis, reflecting the impact of nine stock splits between 1994 and 2004).

The Bank currently operates 237 branches, 19 of which operate directly under the Community Bank name. The remaining 218 Community Bank branches operate through eight divisional banks: Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, and Atlantic Bank in New York; Garden State Community Bank in New Jersey; AmTrust Bank in Florida and Arizona; and Ohio Savings Bank in Ohio.

Basis of Presentation

The following is a description of the significant accounting and reporting policies that the Company and its subsidiaries follow in preparing and presenting their consolidated financial statements, which conform to U.S. generally accepted accounting principles (“GAAP”) and to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowance for credit losses and the evaluation of goodwill for impairment.

The accompanying consolidated financial statements include the accounts of the Company and other entities in which the Company has a controlling financial interest. All inter-company accounts and transactions are eliminated in consolidation. The Company currently has certain unconsolidated subsidiaries in the form of wholly-owned statutory business trusts, which were formed to issue guaranteed capital securities. See Note 7, Borrowed Funds, for additional information regarding these trusts.

When necessary, certain reclassifications have been made to prior-year amounts to conform to the current-year presentation.

Recently Adopted Accounting Standards

The Company adopted ASU No. 2020-04 upon issuance. The amendments provide optional expedients and exceptions for certain contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of rate reform. The guidance is effective from the date of issuance until December 31, 2022. If certain criteria are met, the amendments allow exceptions to the designation criteria of the hedging relationship and the assessment of hedge effectiveness during the transition period. At the time of adoption, the guidance did not have a material impact on the Company’s Consolidated Statements of Condition, results of operations, or cash flows. The Company will continue to assess the impact as the reference rate transition occurs over the next two years.

The Company adopted ASU No.

2016-13,

Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and its amendments, (“ASU No. 2016-13”) on January 1, 2020. ASU No.

2016-13

amends guidance on reporting credit losses for assets held on an amortized cost basis and

available-for-sale

debt securities. For assets held at amortized cost, ASU No.

2016-13

eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The amendments in ASU No.

2016-13

replace the incurred loss impairment methodology with a methodology that reflects the measurement of expected credit losses based on relevant information about past events, including historical loss experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of financial assets to present the net amount expected to be collected. For

available-for-sale

debt securities, credit losses will be presented as an allowance rather than as a write-down. The amendments affected loans, debt securities, trade receivables,

off-balance

sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash.

The Company adopted ASU No.

2016-13

on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the adoption date and, accordingly, the Company recorded a net of tax decrease of $10.5 million to retained earnings as of January 1, 2020. The results for prior period amounts continue to be reported in accordance with previously applicable GAAP. A prospective transition approach is required for debt securities for which an OTTI had been recognized before the effective date. The effect of a prospective transition approach is to maintain the same amortized cost basis before and after the effective date of ASU No.

2016-13.

Amounts previously recognized in accumulated other comprehensive income (loss) as of the date of adoption that relate to improvements in cash flows expected to be collected will continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption will be recorded in earnings when received.

The following table illustrates the impact of ASU No.

2016-13:


(in thousands)	As Reported Under ASU 2016-13		Pre-ASU 2016-13		Impact of ASU 2016-13 Adoption
Assets:
Allowance for credit losses on debt securities available for sale:
Mortgage-backed securities	$	—	$	—	$	—
Debt securities		—		—		—

Total allowance for credit losses on securities available for sale	$	—	$	—	$	—

Loans
Multi-family	$	104,918	$	96,751	$	8,167
Commercial real estate		12,543		20,744		(8,201	)
One-to-four family		1,655		1,051		604
Acquisition, development, and construction		3,678		4,148		(470	)
Commercial and industrial		26,613		24,819		1,794
Other		142		125		17

Total allowance for loan and lease losses	$	149,549	$	147,638	$	1,911

Liabilities:
Allowance for credit losses on off-balance sheet credit exposures	$	12,990	$	461	$	12,529

Equity:
Decrease in retained earnings, before tax					$	14,440

The Company adopted ASU No.

2018-13,

Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement on January 1, 2020. The purpose of ASU No.

2018-13

is to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity’s financial statements. The amendments remove the disclosure requirements for transfers between Levels 1 and 2 of the fair value hierarchy, the disclosure of the policy for timing of transfers between levels of the fair value hierarchy, and the disclosure of the valuation processes for Level 3 fair value measurements. Additionally, the amendments modify the disclosure requirements for investments in certain entities that calculate net asset value and measurement uncertainty. Finally, the amendments added disclosure requirements for the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 measurements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The adoption of ASU No.

2018-13

did not have a material effect on the Company’s Consolidated Statements of Condition, results of operations, or cash flows.

The Company adopted, on a prospective basis, ASU No.

2017-04,

Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment on January 1, 2020. ASU No.

2017-04

eliminates the second step of the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity will recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill recorded. ASU No.

2017-04

does not amend the optional qualitative assessment of goodwill impairment. The impact of this adoption on the Company’s Consolidated Statements of Condition, results of operations, or cash flows will be dependent upon goodwill impairment determinations made after

January 1, 2020.

The adoption of ASU 2017-04 did not have a material effect on the Company’s Consolidated Statements of Condition, results of operations, or cash flows. During the three months ended March 31, 2020, the Company assessed the current environment, including the estimated impact of the COVID-19 pandemic on macroeconomic variables and economic forecasts and how those might impact the fair value of

its reporting unit. After consideration of the items above and the first quarter 2020 results, the Company determined it was not more-likely-than-not that the fair value of its reporting unit was below its book value as of March 31, 2020.

Note 2. Computation of Earnings per Common Share

Basic EPS is computed by dividing the net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the same method as basic EPS, however, the computation reflects the potential dilution that would occur if outstanding

in-the-money

stock options were exercised and converted into common stock.

Unvested stock-based compensation awards containing

non-forfeitable

rights to dividends paid on the Company’s common stock are considered participating securities, and therefore are included in the

two-class

method for calculating EPS. Under the

two-class

method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends on the common stock. The Company grants restricted stock to certain employees under its stock-based compensation plan. Recipients receive cash dividends during the vesting periods of these awards, including on the unvested portion of such awards. Since these dividends are

non-forfeitable,

the unvested awards are considered participating securities and therefore have earnings allocated to them.

The following table presents the Company’s computation of basic and diluted earnings per common share for the periods indicated:


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2020			2019
Net income available to common shareholders	$	92,121		$	89,370
Less: Dividends paid on and earnings allocated to participating securities		(1,170	)		(1,119	)

Earnings applicable to common stock	$	90,951		$	88,251

Weighted average common shares outstanding		464,993,970			465,493,702

Basic earnings per common share	$	0.20		$	0.19

Earnings applicable to common stock	$	90,951		$	88,251

Weighted average common shares outstanding		464,993,970			465,493,702
Potential dilutive common shares		418,674			—

Total shares for diluted earnings per common share computation		465,412,644			465,493,702

Diluted earnings per common share and common share equivalents	$	0.20		$	0.19

Note 3: Reclassifications out of Accumulated Other Comprehensive Loss


(in thousands)	For the Three Months Ended March 31, 2020
Details about Accumulated Other Comprehensive Loss	Amount Reclassified out of Accumulated Other Comprehensive Loss (1)			Affected Line Item in the Consolidated Statements of Income and Comprehensive Income
Unrealized gains on available-for-sale securities:	$	749		Net gain on securities
		(206	)	Income tax expense

	$	543		Net gain on securities, net of tax

Unrealized gains on cash flow hedges:	$	645		Interest expense
		(178	)	Income tax expense

	$	467		Net gain on cash flow hedges, net of tax

Amortization of defined benefit pension plan items:
Past service liability	$	62		Included in the computation of net periodic credit (2)
Actuarial losses		(1,837	)	Included in the computation of net periodic cost (2)

		(1,775	)	Total before tax
		487		Income tax benefit

	$	(1,288	)	Amortization of defined benefit pension plan items, net of tax

Total reclassifications for the period	$	(278	)

(1)	Amounts in parentheses indicate expense items.

(2)	See Note 8, “Pension and Other Post-Retirement Benefits,” for additional information.

Note 4. Securities

The following tables summarize the Company’s portfolio of debt securities available for sale and equity investments with readily determinable fair values at March 31, 2020 and December 31, 2019:


	March 31, 2020
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Debt securities available-for-sale
Mortgage-Related Debt Securities:
GSE certificates	$	1,421,081	$	72,190	$	2	$	1,493,269
GSE CMOs		1,869,386		50,700		5,813		1,914,273

Total mortgage-related debt securities	$	3,290,467	$	122,890	$	5,815	$	3,407,542

Other D ebt Securities:
U. S. Treasury obligations	$	61,812	$	172	$	3	$	61,981
GSE debentures		717,495		7,737		—		725,232
Asset-backed securities (1)		383,289		—		27,906		355,383
Municipal bonds		26,745		615		614		26,746
Corporate bonds		854,336		8,874		70,376		792,834
Capital trust notes		95,195		5,140		14,808		85,527

Total other debt securities	$	2,138,872	$	22,538	$	113,707	$	2,047,703

Total debt securities available for sale	$	5,429,339	$	145,428	$	119,522	$	5,455,245

Equity S ecurities:
Preferred stock	$	15,292	$	—	$	451	$	14,841
Mutual funds and common stock (2)		16,871		904		—		17,775

Total equity securities	$	32,163	$	904	$	451	$	32,616

Total securities (3)	$	5,461,502	$	146,332	$	119,973	$	5,487,861

(1)	The underlying assets of the asset-backed securities are substantially guaranteed by the U.S. Government.

(2)	Primarily consists of mutual funds that are CRA-qualified investments.

(3)	Excludes accrued interest receivable of $20.6 million included in other assets in the Consolidated Statements of Condition.


	December 31, 2019
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Debt securities available-for-sale
Mortgage-Related Debt Securities:
GSE certificates	$	1,530,317	$	26,069	$	3,763	$	1,552,623
GSE CMOs		1,783,440		21,213		3,541		1,801,112

Total mortgage-related debt securities	$	3,313,757	$	47,282	$	7,304	$	3,353,735

Other Debt Securities:
U.S. Treasury obligations	$	41,820	$	19	$	—	$	41,839
GSE debentures		1,093,845		5,707		5,312		1,094,240
Asset-backed securities (1)		384,108		—		10,854		373,254
Municipal bonds		26,808		559		475		26,892
Corporate bonds		854,195		15,970		2,983		867,182
Capital trust notes		95,100		7,121		6,306		95,915

Total other debt securities	$	2,495,876	$	29,376	$	25,930	$	2,499,322

Total other securities available for sale	$	5,809,633	$	76,658	$	33,234	$	5,853,057

Equity S ecurities:
Preferred stock	$	15,292	$	122	$	—	$	15,414
Mutual funds and common stock (2)		16,871		718		173		17,416

Total equity securities	$	32,163	$	840	$	173	$	32,830

Total securities (3)	$	5,841,796	$	77,498	$	33,407	$	5,885,887

(1)	The underlying assets of the asset-backed securities are substantially guaranteed by the U.S. Government.

(2)	Primarily consists of mutual funds that are CRA-qualified investments.

(3)	Excludes accrued interest receivable of $24.4 million included in other assets in the Consolidated Statements of Condition.

At March 31, 2020 and December 31, 2019, respectively, the Company had $663.9 million and $647.6 million of

FHLB-NY

stock, at cost. The Company maintains an investment in

FHLB-NY

stock partly in conjunction with its membership in the FHLB and partly related to its access to the FHLB funding it utilizes.

The following table summarizes the gross proceeds, gross realized gains, and gross realized losses from the sale of

available-for-sale

securities during the three months ended March 31, 2020 and 2019:


	For the Three Months Ended March 31,
(in thousands)	2020		2019
Gross proceeds	$	369,972	$	272,849
Gross realized gains		1,811		5,409
Gross realized losses		1,062		—

Net unrealized losses on equity securities recognized in earnings for the three months ended March 31, 2020 were $215,000. Net unrealized gains on equity securities recognized in earnings for the three months ended March 31, 2019 were $1.6 million.

The following table summarizes, by contractual maturity, the amortized cost of securities at March 31, 2020:


	Mortgage- Related Securities		Average Yield			U.S. Government and GSE Obligations		Average Yield			State, County, and Municipal		Average Yield (1)			Other Debt Securities (2)		Average Yield			Fair Value
(dollars in thousands)
Available-for-Sale Debt Securities:
Due within one year	$	60,163		3.37	%	$	61,812		0.94	%	$	149		6.66	%	$	13,993		3.79	%	$	136,509
Due from one to five years		587,661		3.01			32,874		3.48			—		—			179,651		3.18			816,790
Due from five to ten years		255,806		3.30			463,621		3.24			20,711		3.49			749,026		2.97			1,457,756
Due after ten years		2,386,837		2.79			221,000		2.53			5,885		3.33			390,150		1.93			3,044,190

Total debt securities available for sale	$	3,290,467		2.88	%	$	779,307		2.87	%	$	26,745		3.47	%	$	1,332,820		2.70	%	$	5,455,245

(1)	Not presented on a tax-equivalent basis.

(2)	Includes corporate bonds, capital trust notes, and asset-backed securities.

The following table presents securities with no related allowance having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of March 31, 2020:


	Less than Twelve Months				Twelve Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Temporarily Impaired Securities:
U.S. Treasury obligations	$	9,997	$	3	$	—	$	—	$	9,997	$	3
GSE certificates		2,061		2		—		—		2,061		2
GSE CMOs		314,957		2,795		191,806		3,018		506,763		5,813
Asset-backed securities		124,435		7,341		230,949		20,565		355,384		27,906
Municipal bonds		—		—		9,156		614		9,156		614
Corporate bonds		473,280		40,174		219,798		30,202		693,078		70,376
Capital trust notes		42,500		4,349		33,385		10,459		75,885		14,808
Equity securities		14,841		451		—		—		14,841		451

Total temporarily impaired securities	$	982,071	$	55,115	$	685,094	$	64,858	$	1,667,165	$	119,973

The following table presents securities having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of December 31, 2019:


	Less than Twelve Months				Twelve Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Temporarily Impaired Securities:
U. S. Treasury obligations	$	11,917	$	—	$	—	$	—	$	11,917	$	—
U. S. Government agency and GSE obligations		297,179		3,916		138,189		1,396		435,368		5,312
GSE certificates		396,930		3,718		7,542		45		404,472		3,763
GSE CMOs		609,502		2,582		133,955		959		743,457		3,541
Asset-backed securities		256,619		10,854		116,635		—		373,254		10,854
Municipal bonds		—		—		9,349		475		9,349		475
Corporate bonds		99,300		700		172,717		2,283		272,017		2,983
Capital trust notes		—		—		37,525		6,306		37,525		6,306
Equity securities		—		—		11,633		173		11,633		173

Total temporarily impaired securities	$	1,671,447	$	21,770	$	627,545	$	11,637	$	2,298,992	$	33,407

The investment securities designated as having a continuous loss position for twelve months or more at March 31, 2020 consisted of five agency collateralized mortgage obligations, five capital trusts notes, seven asset

backed securities, three corporate bonds, and one municipal bond. The investment securities designated as having a continuous loss position for twelve months or more at December 31, 2019 consisted of seven US Government agency securities, five capital trusts notes, three agency mortgage-related securities, three agency CMOs, three asset

backed securities, two corporate bonds, one municipal bond, and one mutual fund.

The Company evaluates

available-for-sale

debt securities in unrealized loss positions at least quarterly to determine if an allowance for credit losses is required. Based on an evaluation of available information about past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability, the Company has concluded that it expects to receive all contractual cash flows from each security held in its available-for-sale securities portfolio.

We first assess whether (i) we intend to sell, or (ii) it is more likely than not that we

wil

l be required to sell the security before recovery of its amortized cost basis. If either of these criteria is met, any previously recognized all

ances are charged off and the security’s amortized cost basis is written down to fair value through income. If neither of the aforementioned criteria are met, we evaluate whether the decline in fair value has resulted from credit losses or other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

None of the unrealized losses identified as of March 31, 2020 or December 31, 2019 relate to the marketability of the securities or the issuers’ ability to honor redemption obligations. Rather, the unrealized losses relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. Management based this conclusion on an analysis of each issuer including a detailed credit assessment of each issuer. The Company does not intend to sell, and it is not more likely than not that the Company will be required to sell the positions before the recovery of their amortized cost basis, which may be at maturity. As such, no allowance for credit losses was recorded with respect to debt securities as of or during the three months ended March 31, 2020.

Management has made the accounting policy election to exclude accrued interest receivable on

available-for-sale

securities from the estimate of credit losses.

Available-for-sale

debt securities are placed on

non-accrual

status when we no longer expect to receive all contractual amounts due, which is generally at 90 days past due. Accrued interest receivable is reversed against interest income when a security is placed on

non-accrual

status.

Note 5. Loans and Leases

The following table sets forth the composition of the loan portfolio at the dates indicated:


	March 31, 2020						December 31, 2019
(dollars in thousands)	Amount			Percent of Loans Held for Investment			Amount			Percent of Loans Held for Investment
Loans and Leases Held for Investment:
Mortgage Loans:
Multi-family	$	31,271,073			74.04	%	$	31,158,672			74.46	%
Commercial real estate		7,034,720			16.67			7,081,910			16.93
One-to-four family		352,301			0.83			380,361			0.91
Acquisition, development, and construction		130,675			0.30			200,596			0.48

Total mortgage loans held for investment (1)		38,788,769			91.84		$	38,821,539			92.78

Other Loans:
Commercial and industrial		1,953,431			4.62			1,742,380			4.16
Lease financing, net of unearned income of $106,450 and $104,826, respectively		1,484,263			3.52			1,271,998			3.04

Total commercial and industrial loans (2)		3,437,694			8.14			3,014,378			7.20
Other		9,514			0.02			8,102			0.02

Total other loans held for investment (1)		3,447,208			8.16			3,022,480			7.22

Total loans and leases held for investment	$	42,235,977			100.00	%	$	41,844,019			100.00	%

Net deferred loan origination costs		55,782						50,136
Allowance for loan and lease losses		(162,244	)					(147,638	)

Total loans and leases held for investment, net	$	42,129,515					$	41,746,517

(1)	Excludes accrued interest receivable of $119.6 million and $116.9 million at March 31, 2020 and December 31, 2019, respectively, which is included in other assets in the Consolidated Statements of Condition.

(2)	Includes specialty finance loans and leases of $3.0 billion and $2.6 billion, respectively, at March 31, 2020 and December 31, 2019, and other C&I loans of $432.8 million and $420.1 million, respectively, at March 31, 2020 and December 31, 2019.

Loans Held for Investment

The majority of the loans the Company originates for investment are multi-family loans, most of which are collateralized by

non-luxury

apartment buildings in New York City with rent-regulated units and below-market rents. In addition, the Company originates CRE loans, most of which are collateralized by income-producing properties such as office buildings, retail centers,

mixed-use

buildings, and multi-tenanted light industrial properties that are located in New York City and on Long Island.

To a lesser extent, the Company also originates ADC loans for investment.

One-to-four

family loans held for investment were originated through the Company’s former mortgage banking operation and primarily consisted of jumbo prime adjustable rate mortgages made to borrowers with a solid credit history.

ADC loans are primarily originated for multi-family and residential tract projects in New York City and on Long Island. C&I loans consist of asset-based loans, equipment loans and leases, and dealer floor-plan loans (together, specialty finance loans and leases) that generally are made to large corporate obligors, many of which are publicly traded, carry investment grade or near-investment grade ratings, and participate in stable industries nationwide; and other C&I loans that primarily are made to small and

mid-size

businesses in Metro New York. Other C&I loans are typically made for working capital, business expansion, and the purchase of machinery and equipment.

The repayment of multi-family and CRE loans generally depends on the income produced by the underlying properties which, in turn, depends on their successful operation and management. To mitigate the potential for credit losses, the Company underwrites its loans in accordance with credit standards it considers to be prudent, looking first at the consistency of the cash flows being produced by the underlying property. In addition, multi-family buildings, CRE properties, and ADC projects are inspected as a prerequisite to approval, and independent appraisers, whose appraisals are carefully reviewed by the Company’s

in-house

appraisers, perform appraisals on the collateral properties. In many cases, a second independent appraisal review is performed.

To further manage its credit risk, the Company’s lending policies limit the amount of credit granted to any one borrower and typically require conservative debt service coverage ratios and

loan-to-value

ratios. Nonetheless, the ability of the Company’s borrowers to repay these loans may be impacted by adverse conditions in the local real estate market and the local economy. Accordingly, there can be no assurance that its underwriting policies will protect the Company from credit-related losses or delinquencies.

ADC loans typically involve a higher degree of credit risk than loans secured by improved or owner-occupied real estate. Accordingly, borrowers are required to provide a guarantee of repayment and completion, and loan proceeds are disbursed as construction progresses, as certified by

in-house

inspectors or third-party engineers. The Company seeks to minimize the credit risk on ADC loans by maintaining conservative lending policies and rigorous underwriting standards. However, if the estimate of value proves to be inaccurate, the cost of completion is greater than expected, or the length of time to complete and/or sell or lease the collateral property is greater than anticipated, the property could have a value upon completion that is insufficient to assure full repayment of the loan. This could have a material adverse effect on the quality of the ADC loan portfolio, and could result in losses or delinquencies. In addition, the Company utilizes the same stringent appraisal process for ADC loans as it does for its multi-family and CRE loans.

To minimize the risk involved in specialty finance lending and leasing, the Company participates in syndicated loans that are brought to it, and equipment loans and leases that are assigned to it, by a select group of nationally recognized sources who have long-term relationships with its experienced lending officers. Each of these credits is secured with a perfected first security interest in or outright ownership of the underlying collateral, and structured as senior debt or as a

non-cancelable

lease. To further minimize the risk involved in specialty finance lending and leasing, each transaction is

re-underwritten.

In addition, outside counsel is retained to conduct a further review of the underlying documentation.

To minimize the risks involved in other C&I lending, the Company underwrites such loans on the basis of the cash flows produced by the business; requires that such loans be collateralized by various business assets, including inventory, equipment, and accounts receivable, among others; and typically requires personal guarantees. However, the capacity of a borrower to repay such a C&I loan is substantially dependent on the degree to which the business is successful. In addition, the collateral underlying such loans may depreciate over time, may not be conducive to appraisal, or may fluctuate in value, based upon the results of operations of the business.

Included in loans held for investment at March 31, 2020 and December 31, 2019, were mortgage loans of $38.1 million and $38.2 million, respectively, to officers, directors, and their related interests and parties. There were no loans to principal shareholders at that date.

Asset Quality

A loan generally is classified as a

non-accrual

loan when it is 90 days or more past due or when it is deemed to be impaired because the Company no longer expects to collect all amounts due according to the contractual terms of the loan agreement. When a loan is placed on

non-accrual

status, management ceases the accrual of interest owed, and previously accrued interest is charged against interest income. A loan is generally returned to accrual status when the loan is current and management has reasonable assurance that the loan will be fully collectible. Interest income on

non-accrual

loans is recorded when received in cash. At March 31, 2020 and December 31, 2019, all of our

non-performing

loans were

non-accrual

loans.

The following table presents information regarding the quality of the Company’s loans held for investment at March 31, 2020:


(in thousands)	Loans 30-89 Days Past Due		Non-Accrual Loans		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	2,679	$	4,242	$	—	$	6,921	$	31,264,152	$	31,271,073
Commercial real estate		97		16,101		—		16,198		7,018,522		7,034,720
One-to-four family		—		1,721		—		1,721		350,580		352,301
Acquisition, development, and construction		—		—		—		—		130,675		130,675
Commercial and industrial (1) (2)		38		27,060		—		27,098		3,410,596		3,437,694
Other		14		158		—		172		9,342		9,514

Total	$	2,828	$	49,282	$	—	$	52,110	$	42,183,867	$	42,235,977

(1)	Includes $22.9 million of taxi medallion-related loans that were 90 days or more past due. There were no taxi medallion-related loans that were 30 to 89 days past due.

(2)	Includes lease financing receivables, all of which were current.

The following table presents information regarding the quality of the Company’s loans held for investment at December 31, 2019:


(in thousands)	Loans 30-89 Days Past Due		Non-Accrual Loans		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	1,131	$	5,407	$	—	$	6,538	$	31,152,134	$	31,158,672
Commercial real estate		2,545		14,830		—		17,375		7,064,535		7,081,910
One-to-four family		—		1,730		—		1,730		378,631		380,361
Acquisition, development, and construction		—		—		—		—		200,596		200,596
Commercial and industrial (1) (2)		—		39,024		—		39,024		2,975,354		3,014,378
Other		44		252		—		296		7,806		8,102

Total	$	3,720	$	61,243	$	—	$	64,963	$	41,779,056	$	41,844,019

(1)	Includes $0 and $30.4 million of taxi medallion-related loans that were 30 to 89 days past due and 90 days or more past due, respectively.

(2)	Includes lease financing receivables, all of which were current.

The following table summarizes the Company’s portfolio of loans held for investment by credit quality indicator at March 31, 2020:


	Mortgage Loans										Other Loans
(in thousands)	Multi-Family		Commercial Real Estate		One-to-Four Family		Acquisition, Development, and Construction		Total Mortgage Loans		Commercial and Industrial (1)		Other		Total Other Loans
Credit Quality Indicator:
Pass	$	31,051,107	$	6,810,593	$	348,953	$	97,390	$	38,308,043	$	3,370,054	$	9,356	$	3,379,410
Special mention		181,529		156,623		1,627		33,285		373,064		22,228		—		22,228
Substandard		38,437		67,504		1,721		—		107,662		45,412		158		45,570
Doubtful		—		—		—		—		—		—		—		—

Total	$	31,271,073	$	7,034,720	$	352,301	$	130,675	$	38,788,769	$	3,437,694	$	9,514	$	3,447,208

(1)	Includes lease financing receivables, all of which were classified as Pass.

The following table summarizes the Company’s portfolio of loans held for investment by credit quality indicator at December 31, 2019:


	Mortgage Loans										Other Loans
(in thousands)	Multi-Family		Commercial Real Estate		One-to-Four Family		Acquisition, Development, and Construction		Total Mortgage Loans		Commercial and Industrial (1)		Other		Total Other Loans
Credit Quality Indicator:
Pass	$	30,903,657	$	6,902,218	$	377,883	$	158,751	$	38,342,509	$	2,960,557	$	7,850	$	2,968,407
Special mention		239,664		104,648		748		41,456		386,516		1,588		—		1,588
Substandard		15,351		75,044		1,730		389		92,514		52,233		252		52,485
Doubtful		—		—		—		—		—		—		—		—

Total	$	31,158,672	$	7,081,910	$	380,361	$	200,596	$	38,821,539	$	3,014,378	$	8,102	$	3,022,480

(1)	Includes lease financing receivables, all of which were classified as Pass.

The preceding classifications are the most current ones available and generally have been updated within the last twelve months. In addition, they follow regulatory guidelines and can generally be described as follows: pass loans are of satisfactory quality; special mention loans have potential weaknesses that deserve management’s close attention; substandard loans are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged (these loans have a well-defined weakness and there is a possibility that the Company will sustain some loss); and doubtful loans, based on existing circumstances, have weaknesses that make collection or liquidation in full highly questionable and improbable. In addition,

one-to-four

family loans are classified based on the duration of the delinquency.

The following

table

presents

by credit quality indicator, loan class, and year of origination, the amortized cost basis of the Company’s loans and leases as of March 31, 2020.


(in thousands)	Vintage Year
Risk Rating Group	2020		2019		2018		2017		2016		Prior To 2016		Revolving Loans		Total
Pass	$	1,810,786	$	7,073,176	$	7,192,253	$	5,482,863	$	4,316,731	$	12,434,784	$	25,270	$	38,335,863
Special Mention		—		8,190		37,739		59,749		145,622		121,180		790		373,270
Substandard		—		—		4,533		616		25,322		76,424		—		106,895

Total mortgage loans	$	1,810,786	$	7,081,366	$	7,234,525	$	5,543,228	$	4,487,675	$	12,632,388	$	26,060	$	38,816,028
Pass		237,490		975,096		229,159		251,133		174,287		164,021		1,381,655		3,412,841
Special Mention		—		—		—		—		—		—		22,176		22,176
Substandard		1,095		9,050		4,638		17,041		4,200		4,536		154		40,714
Total other loans		238,585		984,146		233,797		268,174		178,487		168,557		1,403,985		3,475,731

Total	$	2,049,371	$	8,065,512	$	7,468,322	$	5,811,402	$	4,666,162	$	12,800,945	$	1,430,045	$	42,291,759

When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral adjusted for selling costs. When the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, the collateral-dependent practical expedient has been elected and expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. For

CRE

loans, collateral properties include office buildings, warehouse/distribution buildings, shopping centers, apartment buildings, residential and commercial tract development. The primary source of repayment on these loans is expected to come from the sale, permanent financing or lease of the real property collateral. CRE loans are impacted by fluctuations in collateral values, as well as the ability of the borrower to obtain permanent financing.

The following table summarizes the extent to which collateral secures the Company’s collateral-dependent loans held for investment by collateral type as

of March 31, 2020:


	Collateral Type
(in thousands)	Real Property		Other
Multi-family	$	2,413	$	—
Commercial real estate		29,885		—
One-to-four family		577		—
Acquisition, development, and construction		—		—
Commercial and industrial		—		41,144
Other		—		154

Total collateral-dependent loans held for investment	$	32,875	$	41,298

Other collateral primarily consists of taxi medallions, cash, accounts receivable and inventory.

There were no significant changes in the extent to which collateral secures the Company’s collateral-dependent financial assets during the three months ended March 31, 2020.

Troubled Debt Restructurings

The Company is required to account for certain loan modifications and restructurings as TDRs. In general, a modification or restructuring of a loan constitutes a TDR if the Company grants a concession to a borrower experiencing financial difficulty. A loan modified as a TDR generally is placed on

non-accrual

status until the Company determines that future collection of principal and interest is reasonably assured, which requires, among other things, that the borrower demonstrate performance according to the restructured terms for a period of at least six consecutive months. In determining

the

Company’s allowance for loan and lease losses, reasonably expected TDRs are individually evaluated and consist of criticized, classified, or maturing loans that will have a modification processed within the next three months.

In an effort to proactively manage delinquent loans, the Company has selectively extended to certain borrowers concessions such as rate reductions, extension of maturity dates, and forbearance agreements. As of March 31, 2020, loans on which concessions were made with respect to rate reductions and/or extension of maturity dates amounted to $25.4 million; loans on which forbearance agreements were reached amounted to $4.2 million.

The CARES Act was enacted on March 27, 2020. Under the CARES Act, the Company made the election to deem that loan modifications do not result in TDRs if they are (1) related to the novel coronavirus disease

(“COVID-19”);

(2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. Additionally, other short-term modifications made on a good faith basis in response to

COVID-19

to borrowers who were current prior to any relief are not TDRs under ASC Subtopic

310-40.

This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.

The following table presents information regarding the Company’s TDRs as of March 31, 2020 and December 31, 2019:


	March 31, 2020						December 31, 2019
(in thousands)	Accruing		Non-Accrual		Total		Accruing		Non-Accrual		Total
Loan Category:
Multi-family	$	—	$	2,412	$	2,412	$	—	$	3,577	$	3,577
Commercial real estate		—		—		—		—		—		—
One-to-four family		—		577		577		—		584		584
Acquisition, development, and construction		—		—		—		389		—		389
Commercial and industrial (1)		865		25,621		26,486		865		35,084		35,949
Other		—		154		154		—		—		—

Total	$	865	$	28,764	$	29,629	$	1,254	$	39,245	$	40,499

(1)	Includes $21.4 million and $27.3 million of taxi medallion-related loans at March 31, 2020 and December 31, 2019, respectively

The eligibility of a borrower for

work-out

concessions of any nature depends upon the facts and circumstances of each loan, which may change from period to period, and involves judgment by Company personnel regarding the likelihood that the concession will result in the maximum recovery for the Company.

The financial effects of the Company’s TDRs for the three months ended March 31, 2020 and 2019 are summarized as follows:


	For the Three Months Ended March 31, 2020
							Weighted Average Interest Rate
(dollars in thousands)	Number of Loans		Pre-Modification Recorded Investment		Post-Modification Recorded Investment		Pre-Modification			Post- Modification			Charge-off Amount		Capitalized Interest
Commercial and industrial and other		8	$	1,920	$	1,572		3.29	%		3.24	%	$	348	$	—


	For the Three Months Ended March 31, 2019
							Weighted Average Interest Rate
(dollars in thousands)	Number of Loans		Pre-Modification Recorded Investment		Post-Modification Recorded Investment		Pre-Modification			Post- Modification			Charge-off Amount		Capitalized Interest
Loan Category:
Commercial and industrial		15	$	4,194	$	3,088		3.26	%		2.98	%	$	1,106	$	—

At March 31, 2020, five C&I loans and one

1-4

family residential loan, in the amounts of $600,000 and $140,000 have been modified as a TDR during the twelve months ended at that date, and was in payment default. At March 31, 2019, three C&I loans, in the amount of $566,000 that had been modified as TDR

during the twelve months ended at that date and were in payment default.

The Company does not consider a payment to be in default when the loan is in forbearance, or otherwise granted a delay of payment, when the agreement to forebear or allow a delay of payment is part of a modification.

Subsequent to the modification, the loan is not considered to be in default until payment is contractually past due in accordance with the modified terms. However, the Company does consider a loan with multiple modifications or forbearance periods to be in default, and would also consider a loan to be in default if the borrower were in bankruptcy or if the loan were partially charged off subsequent to modification. Management takes into consideration all TDR modifications in determining the appropriate level of the allowance.

Note 6. Allowance for Loan and Lease Losses

Allowance for Credit Losses on Loans and Leases

The following table summarizes activity in the allowance for loan and lease losses for the periods indicated:


	For the Three Months Ended March 31,
	2020									2019
(in thousands)	Mortgage			Other			Total			Mortgage			Other			Total
Balance, beginning of period	$	122,695		$	24,943		$	147,638		$	130,983		$	28,837		$	159,820
Impact of CECL adoption		(178	)		2,089			1,911			—			—			—
Charge-offs		—			(10,385	)		(10,385	)		—			(2,079	)		(2,079	)
Recoveries		11			178			189			7			110			117
(Recovery of) provision for credit losses on loans		18,786			4,105			22,891			(2,224	)		1,002			(1,222	)

Balance, end of period	$	141,314		$	20,930		$	162,244		$	128,766		$	27,870		$	156,636

ASU

No.

2016-13

replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including loan receivables. It also applies to

off-balance

sheet exposures not accounted for as insurance and net investments in leases accounted for under ASC Topic 842.

The allowance for loan and lease losses is deducted from the amortized cost basis of a financial asset or a group of financial assets so that the balance sheet reflects the net amount the Company expects to collect. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts, fair value hedge accounting adjustments, and deferred fees and costs. Subsequent changes (favorable and unfavorable) in expected credit losses are recognized immediately in net income as a credit loss expense or a reversal of credit loss expense. Management estimates the allowance by projecting

probability-of-default,

loss-given-default and

exposure-at-default

months. Historical credit experience provides the basis for the estimation of expected credit losses, with adjustments made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency levels and terms, as well as for changes in environmental conditions, such as changes in unemployment rates, property values or other relevant factors. Expected credit losses are estimated over the contractual term of the loans, adjusted for forecasted prepayments when appropriate. The contractual term excludes potential extensions or renewals. The methodology used in the estimation of the allowance for loan and lease losses, which is performed at least quarterly, is designed to be dynamic and responsive to changes in portfolio credit quality and forecasted economic conditions. Each quarter, we reassess the appropriateness of the reasonable and supportable period, the reversion period and historical mean at the Classes of Financing Receivable (“CFR”) level, considering any required adjustments for differences in underwriting standards, portfolio mix, and other relevant data shifts over time.

The allowance for loan and lease losses is measured on a collective (pool) basis when similar risk characteristics exist. Management believes the products within each of the entity’s portfolio classes exhibit similar risk characteristics. Loans that are determined to have unique risk characteristics are evaluated on an individual basis by management. If a loan is determined to be collateral dependent, or meets the criteria to apply the collateral dependent practical expedient, expected credit losses are determined based on the fair value of the collateral at the reporting date, less costs to sell as appropriate. The macroeconomic data used in the quantitative models are based on a reasonable and supportable forecast period of 24 months. The Company leverages economic projections including property market and prepayment forecasts from established independent third parties to inform its loss drivers in the forecast. Beyond this forecast period, we revert to a historical average loss rate. This reversion to the mean is performed on a straight-line basis over 12 month

CFR represent the level at which a systematic methodology is applied to estimate credit losses. Smaller pools of homogenous financing receivables with homogeneous risk characteristics were modeled using the methodology selected for the CFR to which factors in the qualitative scorecard include: concentration, modeling and forecast imprecision and limitations, policy and underwriting, prepayment uncertainty, external factors, nature and volume, management, and loan review. Each factor is subject to an evaluation of metrics, consistently applied, to measure adjustments needed for each reporting period.

Loans that do not share risk characteristics are evaluated on an individual basis. These include loans that are in nonaccrual status with balances above management determined materiality thresholds depending on loan class and also loans that are designated as TDR or “reasonably expected TDR” (criticized, classified, or maturing loans that will have a modification processed within the next three months). In addition, all

taxi medallion loans are individually evaluated.

We do not measure an allowance for loan and lease losses on accrued interest receivable balances because these balances are written off as a reduction to interest income when loans are placed on

non-accrual

status, generally after 90 days. Due to the timely manner in which accrued interest receivables are written off, the amounts of such write offs are insignificant.

The Company maintains an allowance for credit losses on

off-balance

sheet credit exposures. We estimate expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on

off-balance

their

estimated life. The Company examined historical credit conversion factor (“CCF”) trends to estimate utilization rates, and chose an appropriate mean CCF based on both management judgment and quantitative analysis. Quantitative analysis involved examination of CCFs over a range of

fund-up

windows (between 12 and 36 months) and comparison of the mean CCF for each

fund-up

window with management judgment determining whether the highest mean CCF across

fund-up

windows made business sense. The Company applies the same standards and estimated loss rates to the credit exposures as to the related class of loans.

We charge off loans, or portions of loans, in the period that such loans, or portions thereof, are deemed uncollectible. The collectability of individual loans is determined through an assessment of the financial condition and repayment capacity of the borrower and/or through an estimate of the fair value of any underlying collateral. For non-real estate-related consumer credits, the following past-due time periods determine when charge-offs are typically recorded: (1) closed-end credits are charged off in the quarter that the loan becomes 120 days past due; (2) open-end credits are charged off in the quarter that the loan becomes 180 days past due; and (3) both closed-end and open-end credits are typically charged off in the quarter that the credit is 60 days past the date we received notification that the borrower has filed for bankruptcy.

The following table presents additional information about the Company’s nonaccrual loans at March 31, 2020:


(in thousands)	Recorded Investment		Related Allowance		Interest Income Recognized
Nonaccrual loans with no related allowance:
Multi-family	$	2,412	$	—	$	64
Commercial real estate		14,700		—		24
One-to-four family		577		—		5
Acquisition, development, and construction		—		—		—
Other		27,218		—		551

Total nonaccrual loans with no related allowance	$	44,907	$	—	$	644

Nonaccrual loans with an allowance recorded:
Multi-family	$	1,830	$	264	$	—
Commercial real estate		1,401		110		15
One-to-four family		1,144		10		3
Acquisition, development, and construction		—		—		—
Other		—		—		—

Total nonaccrual loans with an allowance recorded	$	4,375	$	384	$	18

Total nonaccrual loans:
Multi-family	$	4,242	$	264	$	64
Commercial real estate		16,101		110		39
One-to-four family		1,721		10		8
Acquisition, development, and construction		—		—		—
Other		27,218		—		551

Total nonaccrual loans	$	49,282	$	384	$	662

The following table presents additional information about the Company’s impaired loans at December 31, 2019:


(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Multi-family	$	3,577	$	6,790	$	—	$	4,336	$	266
Commercial real estate		14,717		19,832		—		6,140		371
One-to-four family		584		602		—		811		21
Acquisition, development, and construction		389		1,289		—		3,508		364
Other		37,669		114,636		—		39,598		2,494

Total impaired loans with no related allowance	$	56,936	$	143,149	$	—	$	54,393	$	3,516

Impaired loans with an allowance recorded:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial real estate		—		—		—		—		—
One-to-four family		—		—		—		—		—
Acquisition, development, and construction		—		—		—		—		—
Other		1,445		4,173		116		4,111		13

Total impaired loans with an allowance recorded	$	1,445	$	4,173	$	116	$	4,111	$	13

Total impaired loans:
Multi-family	$	3,577	$	6,790	$	—	$	4,336	$	266
Commercial real estate		14,717		19,832		—		6,140		371
One-to-four family		584		602		—		811		21
Acquisition, development, and construction		389		1,289		—		3,508		364
Other		39,114		118,809		116		43,709		2,507

Total impaired loans	$	58,381	$	147,322	$	116	$	58,504	$	3,529

Note 7. Borrowed Funds

The following table summarizes the Company’s borrowed funds at the dates indicated:


(in thousands)	March 31, 2020		December 31, 2019
Wholesale Borrowings:
FHLB advances	$	13,477,661	$	13,102,661
Repurchase agreements		800,000		800,000

Total wholesale borrowings	$	14,277,661	$	13,902,661
Junior subordinated debentures		359,961		359,866
Subordinated notes		295,205		295,066

Total borrowed funds	$	14,932,827	$	14,557,593

The following table summarizes the Company’s repurchase agreements accounted for as secured borrowings at March 31, 2020:


	Remaining Contractual Maturity of the Agreements
(in thousands)	Overnight and Continuous		Up to 30 Days		30–90 Days		Greater than 90 Days
GSE obligations	$	—	$	—	$	—	$	800,000

Subordinated Notes

At March 31, 2020 and December 31, 2019, the Company had $295.2 million and $295.1million, respectively, of

fixed-to-floating

rate subordinated notes outstanding:

Date of Original Issue

Stated Maturity

Interest
Rate

(1)

Original Issue
Amount

(dollars in thousands)

Nov. 6, 2018

Nov. 6, 2028

5.90

300,000

(1)

From and including the date of original issuance to, but excluding November 6, 2023, the Notes will bear interest at an initial rate of 5.90% per annum payable semi-annually. Unless redeemed, from and including November 6, 2023 to but excluding the maturity date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR rate plus 278 basis point payable quarterly.

Junior Subordinated Debentures

At March 31, 2020 and December 31, 2019, the Company had $360.0 million and $359.9

million, respectively, of outstanding junior subordinated deferrable interest debentures (“junior subordinated debentures”) held by statutory business trusts (the “Trusts”) that issued guaranteed capital securities.

The Trusts are accounted for as unconsolidated subsidiaries, in accordance with GAAP. The proceeds of each issuance were invested in a series of junior subordinated debentures of the Company and the underlying assets of each statutory business trust are the relevant debentures. The Company has fully and unconditionally guaranteed the obligations under each trust’s capital securities to the extent set forth in a guarantee by the Company to each trust. The Trusts’ capital securities are each subject to mandatory redemption, in whole or in part, upon repayment of the debentures at their stated maturity or earlier redemption.

The following junior subordinated debentures were outstanding at March 31, 2020:


Issuer	Interest Rate of Capital Securities and Debentures			Junior Subordinated Debentures Amount Outstanding		Capital Securities Amount Outstanding		Date of Original Issue		Stated Maturity		First Optional Redemption Date
(dollars in thousands)
New York Community Capital Trust V (BONUSES SM Units)		6.00	%	$	146,035	$	139,684		Nov. 4, 2002		Nov. 1, 2051		Nov. 4, 2007 (1)
New York Community Capital Trust X		2.34			123,712		120,000		Dec. 14, 2006		Dec. 15, 2036		Dec. 15, 2011 (2)
PennFed Capital Trust III		3.99			30,928		30,000		June 2, 2003		June 15, 2033		June 15, 2008 (2)
New York Community Capital Trust XI		3.02			59,286		57,500		April 16, 2007		June 30, 2037		June 30, 2012 (2)

Total junior subordinated debentures				$	359,961	$	347,184

(1)	Callable subject to certain conditions as described in the prospectus filed with the SEC on November 4, 2002.

(2)	Callable from this date forward.

Note 8. Pension and Other Post-Retirement Benefits

The following table sets forth certain disclosures for the Company’s pension and post-retirement plans for the periods indicated:


	For the Three Months Ended March 31,
	2020						2019
(in thousands)	Pension Benefits			Post- Retirement Benefits			Pension Benefits			Post- Retirement Benefits
Components of net periodic (credit) expense: (1)
Interest cost	$	1,173		$	82		$	1,415		$	128
Expected return on plan assets		(3,876	)		—			(3,483	)		—
Amortization of prior-service costs		—			(62	)		—			(62	)
Amortization of net actuarial loss		1,831			6			2,509			31

Net periodic (credit) expense	$	(872	)	$	26		$	441		$	97

(1)	Amounts are included in G&A expense on the Consolidated Statements of Income and Comprehensive Income.

The Company expects to contribute $947,000 to its post-retirement plan to pay premiums and claims for the fiscal year ending December 31, 2020. The Company does not expect to make any contributions to its pension plan in 2020.

Note 9. Stock-Based Compensation

At March 31, 2020, the Company had a total of 172,685 shares available for grants as restricted stock, options, or other forms of related rights under the 2012 Stock Incentive Plan, which was approved by the Company’s shareholders at its Annual Meeting on June 7, 2012. The Company granted 2,387,645 shares of restricted stock, with an average fair value of $11.64 per share on the date of grant, during the three months ended March 31, 2020. During the three months ended March 31, 2019, the Company granted 1,723,240 shares of restricted stock, with an average fair value of $10.32 per share.

The shares of restricted stock that were granted during the three months ended March 31, 2020 and 2019, vest over a

three or five year

period. Compensation and benefits expense related to the restricted stock grants is recognized on a straight-line basis over the vesting period and totaled $7.8 million and $7.9 million, respectively, for the three months ended March 31, 2020 and 2019.

The following table provides a summary of activity with regard to restricted stock awards in the three months ended March 31, 2020:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at beginning of year		6,516,101		$	13.31
Granted		2,387,645			11.64
Vested		(1,964,371	)		14.14
Canceled		(52,840	)		12.30

Unvested at end of period		6,886,535			12.51

As of March 31, 2020, unrecognized compensation cost relating to unvested restricted stock totaled $82.2 million. This amount will be recognized over a remaining weighted average period of 3.3 years.

In addition, the Company has granted 418,674 Performance-Based Restricted Stock Units (“PSUs”). The PSUs have a performance period of January 1, 2019 to December 31, 2021 and vest on April 1, 2022, subject to adjustment or forfeiture, based upon the achievement by the Company of certain performance standards. Compensation and benefits expense related to PSUs is recognized using the fair value as of the date the units were approved, on a straight-line basis over the vesting period and totaled $407,000 for the three months ended March 31, 2020. As of March 31, 2020, the Company believes it is probable that the performance conditions will be met.

During the three months ended March 31, 2020, the Company began to match employee 401K contributions. Such expense totaled $1.6 million.

Note 10. Fair Value Measurements

GAAP sets forth a definition of fair value, establishes a consistent framework for measuring fair value, and requires disclosure for each major asset and liability category measured at fair value on either a recurring or

non-recurring

basis. GAAP also clarifies that fair value is an “exit” price, representing the amount that would be received when selling an asset, or paid when transferring a liability, in an orderly transaction between market participants. Fair value is thus a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 – Inputs to the valuation methodology are significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants use in pricing an asset or liability.

A financial instrument’s categorization within this valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following tables present assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019, and that were included in the Company’s Consolidated Statements of Condition at those dates:


	Fair Value Measurements at March 31, 2020
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Netting Adjustments		Total Fair Value
Assets:
Mortgage-Related Debt Securities Available for Sale:
GSE certificates	$	—	$	1,493,269	$	—	$	—	$	1,493,269
GSE CMOs		—		1,914,273		—		—		1,914,273

Total mortgage-related debt securities	$	—	$	3,407,542	$	—	$	—	$	3,407,542

Other Debt Securities Available for Sale:
U. S. Treasury obligations	$	61,981	$	—	$	—	$	—	$	61,981
GSE debentures		—		725,232		—		—		725,232
Asset-backed securities		—		355,383		—		—		355,383
Municipal bonds		—		26,746		—		—		26,746
Corporate bonds		—		792,834		—		—		792,834
Capital trust notes		—		85,527		—		—		85,527

Total other debt securities	$	61,981	$	1,985,722	$	—	$	—	$	2,047,703

Total debt securities available for sale	$	61,981	$	5,393,264	$	—	$	—	$	5,455,245

Equity securities:
Preferred stock	$	14,841	$	—	$	—	$	—	$	14,841
Mutual funds and common stock		—		17,775		—		—		17,775

Total equity securities	$	14,841	$	17,775	$	—	$	—	$	32,616

Total securities	$	76,822	$	5,411,039	$	—	$	—	$	5,487,861


	Fair Value Measurements at December 31, 2019
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Netting Adjustments		Total Fair Value
Assets:
Mortgage-Related Debt Securities Available for Sale:
GSE certificates	$	—	$	1,552,623	$	—	$	—	$	1,552,623
GSE CMOs		—		1,801,112		—		—		1,801,112

Total mortgage-related debt securities	$	—	$	3,353,735	$	—	$	—	$	3,353,735

Other Debt Securities Available for Sale:
U.S. Treasury obligations	$	41,839	$	—	$	—	$	—	$	41,839
GSE debentures		—		1,094,240		—		—		1,094,240
Asset-backed securities		—		373,254		—		—		373,254
Municipal bonds		—		26,892		—		—		26,892
Corporate bonds		—		867,182		—		—		867,182
Capital trust notes		—		95,915		—		—		95,915

Total other debt securities	$	41,839	$	2,457,483	$	—	$	—	$	2,499,322

Total debt securities available for sale	$	41,839	$	5,811,218	$	—	$	—	$	5,853,057

Equity securities:
Preferred stock	$	15,414	$	—	$	—	$	—	$	15,414
Mutual funds and common stock		—		17,416		—		—		17,416

Total equity securities	$	15,414	$	17,416	$	—	$	—	$	32,830

Total securities	$	57,253	$	5,828,634	$	—	$	—	$	5,885,887

The Company reviews and updates the fair value hierarchy classifications for its assets on a quarterly basis. Changes from one quarter to the next that are related to the observability of inputs for a fair value measurement may result in a reclassification from one hierarchy level to another.

A description of the methods and significant assumptions utilized in estimating the fair values of securities follows:

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities and exchange-traded securities.

If quoted market prices are not available for a specific security, then fair values are estimated by using pricing models. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and credit spreads. In addition to observable market information, models incorporate transaction details such as maturity and cash flow assumptions. Securities valued in this manner would generally be classified within Level 2 of the valuation hierarchy, and primarily include such instruments as mortgage-related and corporate debt securities.

Periodically, the Company uses fair values supplied by independent pricing services to corroborate the fair values derived from the pricing models. In addition, the Company reviews the fair values supplied by independent pricing services, as well as their underlying pricing methodologies, for reasonableness. The Company challenges pricing service valuations that appear to be unusual or unexpected.

While the Company believes its valuation methods are appropriate, and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair values of certain financial instruments could result in different estimates of fair values at a reporting date.

Assets Measured at Fair Value on a

Non-Recurring

Basis

Certain assets are measured at fair value on a

non-recurring

basis. Such instruments are subject to fair value adjustments under certain circumstances (e.g., when there is evidence of impairment). The following tables present assets and liabilities that were measured at fair value on a

non-recurring

basis as of March 31, 2020 and December 31, 2019, and that were included in the Company’s Consolidated Statements of Condition at those dates:


	Fair Value Measurements at March 31, 2020 Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Certain impaired loans (1)	$	0	$	0	$	32,401	$	32,401
Other assets (2)		—		—		2,862		2,862

Total	$	0	$	0	$	35,263	$	35,263

(1)	Represents the fair value of impaired loans, based on the value of the collateral.

(2)	Represents the fair value of repossessed assets, based on the appraised value of the collateral subsequent to its initial classification as repossessed assets.


	Fair Value Measurements at December 31, 2019 Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Certain impaired loans (1)	$	—	$	—	$	42,767	$	42,767
Other assets (2)		—		—		1,481		1,481

Total	$	—	$	—	$	44,248	$	44,248

(1)	Represents the fair value of impaired loans, based on the value of the collateral.

(2)	Represents the fair value of repossessed assets, based on the appraised value of the collateral subsequent to its initial classification as repossessed assets.

The fair values of collateral-dependent impaired loans are determined using various valuation techniques, including consideration of appraised values and other pertinent real estate and other market data.

Other Fair Value Disclosures

For the disclosure of fair value information about the Company’s

on-

and

off-balance

sheet financial instruments, when available, quoted market prices are used as the measure of fair value. In cases where quoted market prices are not available, fair values are based on present-value estimates or other valuation techniques. Such fair values are significantly affected by the assumptions used, the timing of future cash flows, and the discount rate.

Because assumptions are inherently subjective in nature, estimated fair values cannot be substantiated by comparison to independent market quotes. Furthermore, in many cases, the estimated fair values provided would not necessarily be realized in an immediate sale or settlement of such instruments.

The following tables summarize the carrying values, estimated fair values, and fair value measurement levels of financial instruments that were not carried at fair value on the Company’s Consolidated Statements of Condition at March 31, 2020 and December 31, 2019:


	March 31, 2020
					Fair Value Measurement Using
(in thousands)	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash and cash equivalents	$	1,334,206	$	1,334,206	$	1,334,206		$	—		$	—
FHLB stock (1)		663,870		663,870		—			663,870			—
Loans, net		42,129,515		41,750,688		—			—			41,750,688
Financial Liabilities:
Deposits	$	31,972,766	$	32,073,417	$	17,830,554	(2)	$	14,242,863	(3)	$	—
Borrowed funds		14,932,827		15,605,636		—			15,605,636			—

(1)	Carrying value and estimated fair value are at cost.

(2)	Interest-bearing checking and money market accounts, savings accounts, and non-interest-bearing accounts.

(3)	Certificates of deposit.


	December 31, 2019
					Fair Value Measurement Using
(in thousands)	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash and cash equivalents	$	741,870	$	741,870	$	741,870		$	—		$	—
FHLB stock (1)		647,562		647,562		—			647,562			—
Loans, net		41,746,517		41,699,929		—			—			41,699,929
Financial Liabilities:
Deposits	$	31,657,132	$	31,713,945	$	17,442,274	(2)	$	14,271,671	(3)	$	—
Borrowed funds		14,557,593		14,882,776		—			14,882,776			—

(1)	Carrying value and estimated fair value are at cost.

(2)	Interest-bearing checking and money market accounts, savings accounts, and non-interest-bearing accounts.

(3)	Certificates of deposit.

The methods and significant assumptions used to estimate fair values for the Company’s financial instruments follow:

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and federal funds sold. The estimated fair values of cash and cash equivalents are assumed to equal their carrying values, as these financial instruments are either due on demand or have short-term maturities.

Securities

If quoted market prices are not available for a specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and credit spreads. In addition to observable market information, pricing models also incorporate transaction details such as maturities and cash flow assumptions.

Federal Home Loan Bank Stock

Ownership in equity securities of the FHLB-NY is generally restricted and there is no established liquid market for their resale. The carrying amount approximates the fair value.

Loans

The Company discloses the fair value of loans measured at amortized cost using an exit price notion. The Company determined the fair value on substantially all of its loans for disclosure purposes, on an individual loan basis. The discount rates reflect current market rates for loans with similar terms to borrowers having similar credit quality on an exit price basis. The estimated fair values of

non-performing

mortgage and other loans are based on recent collateral appraisals. For those loans where a discounted cash flow technique was not considered reliable, the Company used a quoted market price for each individual loan.

Deposits

The fair values of deposit liabilities with no stated maturity (i.e., interest-bearing checking and money market accounts, savings accounts, and

non-interest-bearing

accounts) are equal to the carrying amounts payable on demand. The fair values of CDs represent contractual cash flows, discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities. These estimated fair values do not include the intangible value of core deposit relationships, which comprise a significant portion of the Company’s deposit base.

Borrowed Funds

The estimated fair value of borrowed funds is based either on bid quotations received from securities dealers or the discounted value of contractual cash flows with interest rates currently in effect for borrowed funds with similar maturities and structures.

Off-Balance

Sheet Financial Instruments

The fair values of commitments to extend credit and unadvanced lines of credit are estimated based on an analysis of the interest rates and fees currently charged to enter into similar transactions, considering the remaining terms of the commitments and the creditworthiness of the potential borrowers. The estimated fair values of such

off-balance

sheet financial instruments were insignificant at March 31, 2020 and December 31, 2019.

Note 11. Leases

Lessor Arrangements

The Company is a lessor in the equipment finance business where it has executed direct financing leases (“lease finance receivables”). The Company produces lease finance receivables through a specialty finance subsidiary that participates in syndicated loans that are brought to them, and equipment loans and leases that are assigned to them, by a select group of nationally recognized sources, and are generally made to large corporate obligors, many of which are publicly traded, carry investment grade or near-investment grade ratings, and participate in stable industries nationwide. Lease finance receivables are carried at the aggregate of lease payments receivable plus the estimated residual value of the leased assets and any initial direct costs incurred to originate these leases, less unearned income, which is accreted to interest income over the lease term using the interest method.

The standard leases are typically repayable on a level monthly basis with terms ranging from 24 to 120 months. At the end of the lease term, the lessee usually has the option to return the equipment, to renew the lease or purchase the equipment at the then fair market value (“FMV”) price. For leases with a FMV renewal/purchase option, the relevant residual value assumptions are based on the estimated value of the leased asset at the end of lease term, including evaluation of key factors, such as, the estimated remaining useful life of the leased asset, its historical secondary market value including history of the lessee executing the FMV option, overall credit evaluation and return provisions. The Company acquires the leased asset at fair market value and provides funding to the respective lessee at acquisition cost, less any volume or trade discounts, as applicable. Therefore, there is generally no selling profit or loss to recognize or defer at inception of a lease.

The residual value component of a lease financing receivable represents the estimated fair value of the leased equipment at the end of the lease term. In establishing residual value estimates, the Company may rely on industry data, historical experience, and independent appraisals and, where appropriate, information regarding product life cycle, product upgrades and competing products. Upon expiration of a lease, residual assets are remarketed, resulting in an extension of the lease by the lessee, a lease to a new customer or purchase of the residual asset by the lessee or another party. Impairment of residual values arises if the expected fair value is less than the carrying amount. The Company assesses its net investment in lease financing receivables (including residual values) for impairment on an annual basis with any impairment losses recognized in accordance with the impairment guidance for financial instruments. As such, net investment in lease financing receivables may be reduced by an allowance for credit losses with changes recognized as provision expense. On certain lease financings, the Company obtains residual value insurance from third parties to manage and reduce the risk associated with the residual value of the leased assets. The carrying value of residual assets with third-party residual value insurance for at least a portion of the asset value was $69.8 million.

The Company uses the interest rate implicit in the lease to determine the present value of its lease financing receivables.

The components of lease income were as follows:


(in thousands)	For the Three Months ended March 31, 2020		For the Three Months Ended March 31, 2019
Interest income on lease financing (1)	$	11,949	$	7,327

(1)	Included in Interest Income – Loans and leases in the Consolidated Statements of Income and Comprehensive Income.

At March 31, 2020 and December 31, 2019, the carrying value of net investment in leases was $1.6 billion and $1.4 billion. The components of net investment in direct financing leases, including the carrying amount of the lease receivables, as well as the unguaranteed residual asset were as follows:


(in thousands)	March 31, 2020		December 31, 2019
Net investment in the lease - lease payments receivable	$	1,514,016	$	1,302,760
Net investment in the lease - unguaranteed residual assets		76,697		74,064

Total lease payments	$	1,590,713	$	1,376,824

The following table presents the remaining maturity analysis of the undiscounted lease receivables as of March 31, 2020, as well as the reconciliation to the total amount of receivables recognized in the Consolidated Statements of Condition:


(in thousands)	March 31, 2020
2020	$	38,441
2021		100,757
2022		284,259
2023		109,564
2024		114,568
Thereafter		943,124

Total lease payments		1,590,713
Plus: deferred origination costs		24,175
Less: unearned income		(106,450	)

Total lease finance receivables, net	$	1,508,438

Lessee arrangements

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease

right-of-use

assets and operating lease liabilities in the Consolidated Statements of Condition.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most leases do not provide an implicit rate, the incremental borrowing rate (FHLB borrowing rate) is used based on the information available at adoption date in determining the present value of lease payments. The implicit rate is used when readily determinable. The operating lease ROU asset is measured at cost, which includes the initial measurement of the lease liability, prepaid rent and initial direct costs incurred by the Company, less incentives received. The lease terms include options to extend the lease when it is reasonably certain that we will exercise that option. For the vast majority of the Company’s leases, we are reasonably certain we will exercise our options to renew to the end of all renewal option periods. As such, substantially all of our future options to extend the leases have been included in the lease liability and ROU assets.

Variable costs such as the proportionate share of actual costs for utilities, common area maintenance, property taxes and insurance are not included in the lease liability and are recognized in the period in which they are incurred. Amortization of the ROU assets was $4.1 million and $11.7 million for the three months ended March 31, 2020

and

March 31, 20

, respectively. Included in the three months ended March 31, 2019, was $7.3 million that was due to the closing of certain locations.

The Company has operating leases for corporate offices, branch locations, and certain equipment. The Company’s leases have remaining lease terms of one year to approximately 25 years, the vast majority of which include one or more options to extend the leases for up to five years resulting in lease terms up to 40 years.

The components of lease expense were as follows:


(in thousands)	For the Three Months Ended March 31, 2020			For the three Months Ended March 31, 2019
Operating lease cost	$	6,759		$	7,348
Sublease income		(11	)		(22	)

Total lease cost	$	6,748		$	7,326

Supplemental cash flow information related to the leases for the following periods:


(in thousands)	For the Three Months ended March 31, 2020		For the Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,759	$	7,348

Supplemental balance sheet information related to the leases for the following periods:


(in thousands, except lease term and discount rate)	March 31, 2020			December 31, 2019
Operating Leases:
Operating lease right-of-use assets	$	281,873		$	286,194
Operating lease liabilities		281,853			285,991
Weighted average remaining lease term		17 years			17 years
Weighted average discount rate		3.22	%		3.23	%

Maturities of lease liabilities:	March 31, 2020
(in thousands)
2020	$	20,213
2021		26,450
2022		25,615
2023		25,178
2024		24,514
Thereafter		255,572
Total lease payments		377,542
Less: imputed interest		(95,689	)
Total present value of lease liabilities	$	281,853

Note 12. Derivative and Hedging Activities

The Company’s derivative financial instruments consist of interest rate swaps. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposure to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate and liquidity risks, primarily by managing the amount, sources, and duration of its assets and liabilities and, from time to time, the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires all standardized derivatives, including most interest rate swaps, to be submitted for clearing to central counterparties to reduce counterparty risk. Two of the central counterparties are the Chicago Mercantile Exchange (“CME”) and the London Clearing House (“LCH”). As of

March

31, 20

, all of the Company’s $4.3 billion notional derivative contracts were cleared on the LCH. Daily variation margin payments on derivatives cleared through the LCH are accounted for as legal settlement. For derivatives cleared through LCH, the net gain (loss) position includes the variation margin amounts as settlement of the derivative and not collateral against the fair value of the derivative, which includes accrued interest; therefore, those interest rate and derivative contracts the Company clears through the LCH are reported at a fair value of approximately zero at

March

31, 20

The Company’s exposure is limited to the value of the derivative contracts in a gain position less any collateral held and plus any collateral posted. When there is a net negative exposure, we consider our exposure to the counterparty to be zero. At

March

31, 20

, the Company had a net negative exposure.

Fair Value of 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 were used to hedge the changes in fair value of certain of its pools of prepayable fixed rate assets. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

The Company has entered into an interest rate swap with a notional amount of $2.0 billion to hedge certain real estate loans. For the three months ended March 31, 2020, the floating rate received related to the net settlement of this interest rate swap was less than the fixed rate payments. As such, interest income from Loans and Leases in the accompanying Consolidated Statements of Income and Comprehensive Income was decreased by $3.9

million

for the three months ended March 31, 2020, and increased $239,000 for the three months ended March 31, 2019.

As of March 31, 2020, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges:


(in thousands)	March 31, 2020
Line Item in the Consolidated Statements of Condition in which the Hedge Item is Included	Carrying Amount of the Hedged Assets		Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of the Hedged Assets
Total loans and leases, net (1)	$	2,081,613	$	81,613

(1)

These amounts include the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At March 31, 2020, the amortized cost basis of the closed portfolios used in these hedging relationships was $4.3 billion; the cumulative basis adjustments associated with these hedging relationships was $81.6 million; and the amount of the designated hedged items was $2.0 billion.

As of December 31, 2019, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges:


(in thousands)	December 31, 2019
Line Item in the Consolidated Statements of Condition in which the Hedge Item is Included	Carrying Amount of the Hedged Assets		Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of the Hedged Assets
Total loans and leases, net (1)	$	2,053,483	$	53,483

(

)

These amounts include the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At December 31, 2019, the amortized cost basis of the closed portfolios used in these hedging relationships was $4.5 billion; the cumulative basis adjustments associated with these hedging relationships was $53.5 million; and the amount of the designated hedged items was $2.0 billion.

The following table sets forth information regarding the Company’s derivative financial instruments at March 31, 2020 and December 31, 2019:


	Notional Amount		Other Assets		Other Liabilities
Derivatives designated as fair value hedging instruments:
Interest rate swap	$	2,000,000	$	—	$	—

Total derivatives designated as fair value hedging instruments	$	2,000,000	$	—	$	—

The following table sets forth the effect of derivative instruments on the Consolidated Statements of Income and Comprehensive Income for the periods indicated.


(in thousands)	For the Three Months Ended March 31, 2020		For the Three Months Ended March 31, 2019
Derivative – interest rate swap:
Interest income		$(28,130)	$	(18,532	)
Hedged item – loans:
Interest income		$28,130	$	18,532

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of amounts subject to variability caused by changes in interest rates from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Changes in the fair value of derivatives designated and that qualify as cash flow hedges are initially recorded in other comprehensive income and are subsequently reclassified into earnings in the period that the hedged transaction affects earnings.

Interest rate swaps with notional amounts totaling $2.3 billion and $800.0 million as of March 31, 2020 and December 31, 2019, respectively, were designated as cash flow hedges of certain FHLB borrowings.

The following table summarizes information about the interest rate swaps designated as cash flow hedges at March 31, 2020 and December 31, 2019:


(dollars in thousands)	March 31, 2020			December 31, 2019
Notional amounts	$	2,250,000		$	800,000
Cash collateral posted		48,744			1,185
Weighted average pay rates		1.27	%		1.62	%
Weighted average receive rates		1.23	%		1.90	%
Weighted average maturity		2.7 years			2.5 years

The

following table presents the effect of the Company’s cash flow derivative instruments on AOCL for the three months ended March 31, 2020. The Company had no such derivative financial instruments during the three months ended March 31, 2019:


(in thousands)	For the Three Months Ended March 31, 2020
Amount of loss recognized in AOCL	$	49,285
Amount of loss reclassified from AOCL to interest expense		645

Gains (losses) included in the Consolidated Statements of Income related to interest rate derivatives designated as cash flow hedges during the three months ended March 31, 2020 was $(645,000). Amounts reported in AOCL related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate borrowings. During the next twelve months, the Company estimates that an additional $

(

831,000

)

will be reclassified as a decrease to interest expense.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the purpose of this Quarterly Report on Form

10-Q,

the words “we,” “us,” “our,” and the “Company” are used to refer to New York Community Bancorp, Inc. and our consolidated subsidiary, New York Community Bank (the “Bank”).

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING LANGUAGE

This report, like many written and oral communications presented by New York Community Bancorp, Inc. and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions.

Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. Although we believe that our plans, intentions, and expectations as reflected in these forward-looking statements are reasonable, we can give no assurance that they will be achieved or realized.

Our ability to predict results or the actual effects of our plans and strategies is inherently uncertain. Accordingly, actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained in this report.

There are a number of factors, many of which are beyond our control, that could cause actual conditions, events, or results to differ significantly from those described in our forward-looking statements. These factors include, but are not limited to:

•

general economic conditions, either nationally or in some or all of the areas in which we and our customers conduct our respective businesses;

•

conditions in the securities markets and real estate markets or the banking industry;

•

changes in real estate values, which could impact the quality of the assets securing the loans in our portfolio;

•

changes in interest rates, which may affect our net income, prepayment penalty income, and other future cash flows, or the market value of our assets, including our investment securities;

•

any uncertainty relating to the LIBOR calculation process and the phasing out of LIBOR after 2021;

•

changes in the quality or composition of our loan or securities portfolios;

•

changes in our capital management policies, including those regarding business combinations, dividends, and share repurchases, among others;

•

heightened regulatory focus on CRE concentrations;

•

changes in competitive pressures among financial institutions or from

non-financial

institutions;

•

changes in deposit flows and wholesale borrowing facilities;

•

changes in the demand for deposit, loan, and investment products and other financial services in the markets we serve;

•

our timely development of new lines of business and competitive products or services in a changing environment, and the acceptance of such products or services by our customers;

•

our ability to obtain timely shareholder and regulatory approvals of any merger transactions or corporate restructurings we may propose;

•

our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may acquire into our operations, and our ability to realize related revenue synergies and cost savings within expected time frames;

•

potential exposure to unknown or contingent liabilities of companies we have acquired, may acquire, or target for acquisition;

•

the ability to invest effectively in new information technology systems and platforms;

•

changes in future ALLL requirements based on our periodic review under relevant accounting and regulatory requirements;

•

the ability to pay future dividends at currently expected rates;

•

the ability to hire and retain key personnel;

•

the ability to attract new customers and retain existing ones in the manner anticipated;

•

changes in our customer base or in the financial or operating performances of our customers’ businesses;

•

any interruption in customer service due to circumstances beyond our control;

•

the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future;

•

environmental conditions that exist or may exist on properties owned by, leased by, or mortgaged to the Company;

•

any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems;

•

operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent;

•

the ability to keep pace with, and implement on a timely basis, technological changes;

•

changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, and other changes pertaining to banking, securities, taxation, rent regulation and housing (the Housing Stability and Tenant Protection Act of 2019), financial accounting and reporting, environmental protection, insurance, and the ability to comply with such changes in a timely manner;

•

changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System;

•

changes in accounting principles, policies, practices, and guidelines;

•

changes in regulatory expectations relating to predictive models we use in connection with stress testing and other forecasting or in the assumptions on which such modeling and forecasting are predicated;

•

changes in our credit ratings or in our ability to access the capital markets;

•

unforeseen or catastrophic events including natural disasters, war, terrorist activities, and the emergence of a pandemic;

•

the effects of

COVID-19,

which includes, but is not limited to, the length of time that the pandemic continues, the duration of shelter in place orders and the potential imposition of further restrictions on travel in the future, the remedial actions and stimulus measures adopted by federal, state, and local governments, the health of our employees and the inability of employees to work due to illness, quarantine, or government mandates, the business continuity plans of our customers and our vendors, the increased likelihood of cybersecurity risk, data breaches, or fraud due to employees working from home, the ability of our borrowers to continue to repay their loan obligations, the lack of property transactions and asset sales, potential impact on collateral values risks; and the effect of the pandemic on the general economy and the businesses of our borrowers; and

•

other economic, competitive, governmental, regulatory, technological, and geopolitical factors affecting our operations, pricing, and services.

In addition, the timing and occurrence or

non-occurrence

of events may be subject to circumstances beyond our control.

Furthermore, we routinely evaluate opportunities to expand through acquisitions and conduct due diligence activities in connection with such opportunities. As a result, acquisition discussions and, in some cases, negotiations, may take place at any time, and acquisitions involving cash or our debt or equity securities may occur.

See Part II, Item 1A, Risk Factors, in this report and Part I, Item 1A, Risk Factors, in our Form

10-K

for the year ended December 31, 2019 for a further discussion of important risk factors that could cause actual results to differ materially from our forward-looking statements.

Readers should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this report. We do not assume any obligation to revise or update these forward-looking statements except as may be required by law.

RECONCILIATIONS OF STOCKHOLDERS’ EQUITY, COMMON STOCKHOLDERS’ EQUITY,

AND TANGIBLE COMMON STOCKHOLDERS’ EQUITY;

TOTAL ASSETS AND TANGIBLE ASSETS; AND THE RELATED MEASURES

(unaudited)

While stockholders’ equity, common stockholders’ equity, total assets, and book value per common share are financial measures that are recorded in accordance with GAAP, tangible common stockholders’ equity, tangible assets, and tangible book value per common share are not. It is management’s belief that these

non-GAAP

measures should be disclosed in this report and others we issue for the following reasons:

Tangible common stockholders’ equity is an important indication of the Company’s ability to grow organically and through business combinations, as well as its ability to pay dividends and to engage in various capital management strategies.

Tangible book value per common share and the ratio of tangible common stockholders’ equity to tangible assets are among the capital measures considered by current and prospective investors, both independent of, and in comparison with, the Company’s peers.

Tangible common stockholders’ equity, tangible assets, and the related

non-GAAP

measures should not be considered in isolation or as a substitute for stockholders’ equity, common stockholders’ equity, total assets, or any other measure calculated in accordance with GAAP. Moreover, the manner in which we calculate these

non-GAAP

measures may differ from that of other companies reporting

non-GAAP

measures with similar names.

Reconciliations of our stockholders’ equity, common stockholders’ equity, and tangible common stockholders’ equity; our total assets and tangible assets; and the related financial measures for the respective periods follow:


	At or for the
	Three Months Ended
	March 31,			Dec. 31,			March 31,
(dollars in thousands)	2020			2019			2019
Total Stockholders’ Equity	$	6,637,385		$	6,711,694		$	6,629,070
Less: Goodwill		(2,426,379	)		(2,426,379	)		(2,426,379	)
Preferred stock		(502,840	)		(502,840	)		(502,840	)

Tangible common stockholders’ equity	$	3,708,166		$	3,782,475		$	3,699,851
Total Assets	$	54,261,093		$	53,640,821		$	52,131,046
Less: Goodwill		(2,426,379	)		(2,426,379	)		(2,426,379	)

Tangible assets	$	51,834,714		$	51,214,442		$	49,704,667
Average Common Stockholders’ Equity	$	6,188,032		$	6,187,536		$	6,104,442
Less: Average goodwill		(2,426,379	)		(2,426,379	)		(2,435,806	)

Average tangible common stockholders’ equity	$	3,761,653		$	3,761,157		$	3,668,636
Average Assets	$	53,408,504		$	52,477,691		$	51,617,557
Less: Average goodwill		(2,426,379	)		(2,426,379	)		(2,435,806	)

Average tangible assets	$	50,982,125		$	50,051,312		$	49,181,751
Net Income Available to Common Shareholders	$	92,121		$	92,967		$	89,370
GAAP MEASURES:
Return on average assets (1)		0.75	%		0.77	%		0.76	%
Return on average common stockholders’ equity (2)		5.95			6.01			5.86
Book value per common share	$	13.15		$	13.29		$	13.11
Common stockholders’ equity to total assets		11.31			11.57			11.75
NON-GAAP MEASURES:
Return on average tangible assets (1)		0.79	%		0.81	%		0.79	%
Return on average tangible common stockholders’ equity (2)		9.80			9.89			9.74
Tangible book value per common share	$	7.95		$	8.09		$	7.92
Tangible common stockholders’ equity to tangible assets		7.15			7.39			7.44

(1)	To calculate return on average assets for a period, we divide net income generated during that period by average assets recorded during that period. To calculate return on average tangible assets for a period, we divide net income by average tangible assets recorded during that period.

(2)

To calculate return on average common stockholders’ equity for a period, we divide net income available to common shareholders generated during that period by average common stockholders’ equity recorded during that period. To calculate return on average tangible common stockholders’ equity for a period, we divide net income available to common shareholders generated during that period by average tangible common stockholders’ equity recorded during that period.

Executive Summary

New York Community Bancorp, Inc. is the holding company for New York Community Bank, a New York State-chartered savings bank, headquartered in Westbury, New York. The Community Bank is subject to regulation by the NYSDFS, the FDIC, and the CFPB. In addition, the holding company is subject to regulation by the FRB, the SEC, and to the requirements of the NYSE, where shares of our common stock trade under the symbol “NYCB” and shares of our preferred stock trade under the symbol “NYCB PA”.

Reflecting our growth through a series of acquisitions, the Company currently operates 237 branch locations through eight local divisions, each with a history of service and strength. In New York, we operate as Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, and Atlantic Bank; in New Jersey as Garden State Community Bank; in Ohio as the Ohio Savings Bank; and as AmTrust Bank in Arizona and Florida.

Now in its 27

year as a publicly traded company, our mission is to provide our shareholders with a solid return on their investment by producing a strong financial performance, adhering to conservative underwriting standards, maintaining a solid capital position, and engaging in corporate strategies that enhance the value of our shares.

First Quarter 2020 Overview

At March 31, 2020, we had total assets of $54.3 billion, total loans of $42.3 billion, total deposits of $32.0 billion, and total stockholders’ equity of $6.6 billion. For the three months ended March 31, 2020, the Company reported net income of $100.3 million, up 3% compared to the $97.6 million reported for the three months ended March 31, 2019. Results include a provision for credit losses of $20.6 million due to the application of CECL.

Net income available to common shareholders for the three months ended March 31, 2020 totaled $92.1 million, also up 3% compared to the $89.4 million reported in the three months ended March 31, 2019. On a per share basis, diluted EPS for the current first quarter were $0.20, up 5% compared to the $0.19 per diluted EPS reported for the

year-ago

first quarter.

The key trends in the quarter were:

A Higher Level of Net Interest Income

Net interest income for the first quarter of 2020 rose $3.1 million to $244.5 million, up 1% compared to the first quarter of 2019 and up $2.0 million or 3% annualized compared to the fourth quarter of 2019. Prepayment income in the current first quarter amounted to $10.5 million compared to $9.6 million in the

year-ago

quarter and $17.9 million in the previous quarter. Excluding the impact from prepayment income in each period, net interest income, on a

non-GAAP

basis, would have been $233.9 million, up $2.2 million or 1% compared to the first quarter of last year and up $9.3 million or 17% annualized compared to the prior quarter.

Excluding Prepayment Income, the Net Interest Margin Expanded

The NIM during the first quarter of 2020 was 2.01%, down two basis points and down three points, respectively compared to the

year-ago

quarter and to the previous quarter. Prepayment income contributed nine basis points to the NIM during the current quarter, up one basis point compared to the contribution during the first quarter of 2019 and down five basis points compared to the fourth quarter of 2019. Excluding the impact from prepayment income, the current first quarter NIM, on a

non-GAAP

basis, would have been 1.92%, up two basis points sequentially, but down three basis points on a year-over-year basis.

Continued Loan Growth

Total loans at March 31, 2020 increased $397.6 million or 4% annualized to $42.3 billion compared to the balance at December 31, 2019. This growth was driven by growth in the specialty finance portfolio and in the multi-family portfolio. The specialty finance portfolio rose $415.0 million or 16% (not annualized) to $3.0 billion compared to December 31, 2019. Multi-family loans increased $113.4 million or 1.5% on an annualized basis to $31.3 billion compared to the level at December 31, 2019.

Asset Quality Metrics Remained Stable

The adoption of CECL during the current first quarter did not have a material impact on the Company’s asset quality metrics, as they remained stable during the first quarter. NPAs declined $14.7 million or 20% to $58.8 million compared to

year-end

2019 or 0.11% of total assets. Excluding

non-performing

taxi medallion loans and repossessed assets, total NPAs this quarter would have been $35.9 million or 0.07% of total assets, unchanged on both an absolute and relative basis, compared to both the previous quarter and the

year-ago

quarter.

Recent Events

Declaration of Dividend on Common Shares

On April 28, 2020, our Board of Directors declared a quarterly cash dividend on the Company’s common stock of $0.17 per share. The dividend is payable on May 19, 2020 to common shareholders of record as of May 9, 2020.

COVID - 19

The

COVID-19

pandemic has resulted in unprecedented disruption on a global level. This includes significant financial market volatility and increased levels of unemployment. New York State, and most other states where we conduct business, have enacted shelter in place policies, whereby all businesses deemed

non-essential

were ordered to close, leading to a dramatic reduction in business output. In response, both the FRB and Congress reacted swiftly in order to mitigate the longer-term negative impact on the economic well-being of the country. The FRB has taken unprecedented actions in response to the pandemic, including, among other actions, the establishment of a Main Street Lending Program intended to support small- and

mid-size

businesses. It also lowered its targeted federal funds rate to a range of 0.00% to 0.25%, essentially zero and unveiled several new lending facilities. It is also providing liquidity through the purchase of treasury securities, mortgage-backed securities, as well as, other asset classes. Congress, for its part, passed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), a $2.2 trillion stimulus package designed to support businesses and the consumer.

As a financial institution, New York Community Bancorp, Inc. is deemed an essential business and has remained open during this period. The Company was very proactive during the early stages of the crisis and immediately enacted our Business Continuity Plan and pandemic preparedness procedures. The Company took a number of steps to ensure the health and safety of its employees and customers and to help those depositors and borrowers who may be experiencing financial difficulties during this time. By the middle of March, nearly 100% of our back-office employees were working remotely and all of our operations were running smoothly. We temporarily closed all of our

in-store

branches, along with several other locations. In total we temporarily closed 74 locations, most of which are in the greater New York City region, or approximately 31% of our total locations. In addition, we converted some branches to

drive-up

only locations adjusted the hours of operation at our remaining branches, and the option of banking by appointment. We also took additional safety measures at all of our open locations and at our corporate offices.

On the consumer side, we have enhanced our

on-line

and mobile banking availability/capabilities, temporarily waived certain retail banking fees for those customers who may be experiencing financial difficulties during this time and offered

90-day

forbearance to our residential mortgage loan customers. On the commercial side, we have proactively reached out to our borrowers, on a case by case basis, to help them navigate through this temporary situation. We have also put into place several risk mitigation strategies, including a proactive borrower outreach program, enhanced monitoring of certain credits, and six month payment deferral options in line with regulatory guidelines. In consideration of the health and safety of our shareholders, we have changed the format of our annual meeting from a physical meeting to a virtual meeting via a live webcast.

Federal and state banking regulators have also encouraged banks to take certain additional actions to support the needs of their customers and communities, including loan modifications, in accordance with regulatory guidelines for safety and soundness. Additionally, banks have been granted certain accounting and regulatory relief during this period of time, including relief that is intended to allow them to enter into loan modification programs without certain accounting and regulatory consequences.

The Company does not currently face any significant constraints through the implementation of its pandemic preparedness procedures and plans, and does not anticipate incurring any material costs related to the implementation. Additionally, we have not identified any material operational or internal control challenges or risks, nor do we expect any significant challenges to our ability to maintain our systems and controls, related to operational changes resulting from the implementation of our pandemic preparedness planning.

The CARES Act

The CARES Act was passed by Congress and signed into law on March 27, 2020. It provides, among other things, money for unemployment benefits, financial aid checks to individuals and forgivable SBA loans, known as the Paycheck Protection Program. This program provides loans to small businesses to keep their employees on payroll. The original funding was fully allocated by

mid-April,

and additional funding was made available on April 24, 2020, under the Paycheck Protection Program and Health Care Enhancement Act. The Company is a participant in the Small Business Administration Paycheck Protection Program, a loan program established to help consumers and small businesses. The Company did not fund any loans under this program as of March 31, 2020. As of May 5, 2020, the Company has or is in the process of funding about 1,200 requests from our customers totaling about $100.0 million.

Critical Accounting Policies

We consider certain accounting policies to be critically important to the portrayal of our financial condition and results of operations, since they require management to make complex or subjective judgments, some of which may relate to matters that are inherently uncertain. The inherent sensitivity of our consolidated financial statements to these critical accounting policies, and the judgments, estimates, and assumptions used therein, could have a material impact on our financial condition or results of operations.

We have identified the following to be critical accounting policies: the determination of the allowances for loan and lease losses; and the determination of the amount, if any, of goodwill impairment.

The judgments used by management in applying these critical accounting policies may be influenced by adverse changes in the economic environment, which may result in changes to future financial results.

Allowance for Loan and Lease Losses

The Company’s January 1, 2020, adoption of ASU No.

2016-13,

“Measurement of Credit Losses on Financial Instruments,” resulted in a significant change to our methodology for estimating the allowance since December 31, 2019. ASU No.

2016-13

replaces the incurred loss methodology with an expected loss methodology that is referred to as the CECL methodology. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including loan receivables. It also applies to

off-balance

sheet exposures not accounted for as insurance and net investments in leases accounted for under ASC Topic 842.

probability-of-default,

loss-given-default and

exposure-at-default

depending on economic parameters for each month of the remaining contractual term. Economic parameters are developed using available information relating to past events, current conditions, and reasonable and supportable forecasts. The Company’s reasonable and supportable forecast period reverts to a historical norm based on inputs within 36 months. Historical credit experience provides the basis for the estimation of expected credit losses, with adjustments made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency levels and terms, as well as for changes in environmental conditions, such as changes in unemployment rates, property values or other relevant factors. Expected credit losses are estimated over the contractual term of the loans, adjusted for forecasted prepayments when appropriate. The contractual term excludes potential extensions or renewals. The methodology used in the estimation of the allowance for loan and lease losses, which is performed at least quarterly, is designed to be dynamic and responsive to changes in portfolio credit quality and forecasted economic conditions. Each quarter, we reassess the appropriateness of the reasonable and supportable period, the reversion period and historical mean at the Classes of Financing Receivable (“CFR”) level, considering any required adjustments for differences in underwriting standards, portfolio mix, and other relevant data shifts over time.

We do not measure an allowance for loan and lease losses on accrued interest receivable balances because these balances are written off as a reduction to interest income when loans are placed on

non-accrual

status, generally after 90 days. Due to the timely manner in which accrued interest receivables are written off, the amounts of such write offs are insignificant.

The Company maintains an allowance for credit losses on

off-balance

sheet credit exposures is adjusted as a provision for credit losses expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The Company examined historical credit conversion factor (“CCF”) trends to estimate utilization rates, and chose an appropriate mean CCF based on both management judgment and quantitative analysis. Quantitative analysis involved examination of CCFs over a range of

fund-up

windows (between 12 and 36 months) and comparison of the mean CCF for each

fund-up

window with management judgment determining whether the highest mean CCF across

fund-up

windows made business sense. The Company applies the same standards and estimated loss rates to the credit exposures as to the related class of loans.

For the three months ended March 31, 2020 the allowance for loan and lease losses increased primarily due to macroeconomic factors surrounding the

COVID-19

pandemic, primarily the resultant estimated decreases in property values. The forecast scenario includes a sharp decline in gross domestic product in the second quarter of 2020 with a return to growth by year end. The immediate increase in unemployment remains elevated through the forecast period. In addition to these quantitative inputs, several qualitative factors were considered, including the risk that the economic decline proves to be more severe and/or prolonged than our baseline forecast which also increased our allowance for loan and lease credit losses. The impact of the unprecedented fiscal stimulus and changes to federal and local laws and regulations, including changes to various government sponsored loan programs, was also considered.

Current Expected Credit Losses

At December 31, 2019, the allowance for loan and lease losses totaled $147.6 million. On January 1, 2020, the Company adopted the CECL methodology under ASU Topic 326. Upon adoption, we recognized an increase in the ALLL of $1.9 million as a Day 1 transition adjustment from a changes in methodology, with a corresponding decrease in retained earnings. At March 31, 2020, the ALLL totaled $162.2 million, up $14.6 million compared to December 31, 2019 driven by a provision for credit losses that exceeded net charge-offs by $12.7 million during the first quarter. This increase reflects deterioration in forecasted economic conditions entirely due to the COVID-19 pandemic.

Separately, at December 31, 2019, the Company had an allowance for unfunded commitments of $461,000. With the adoption of CECL on January 1, 2020, we recognized a “Day 1” transition adjustment of $12.5 million. At March 31, 2020, the allowance for unfunded commitments totaled $10.7 million. This was due to loan satisfactions, primarily ADC loans, which were satisfied during the first quarter of 2020.


(in thousands)	Loans and Leases			Unfunded Commitments
Allowance for credit losses at December 31, 2019	$	147,638		$	461
CECL Day 1 transition adjustment		1,911			12,529
Q1 2020 Provision for (recovery of) credit losses		22,891			(2,290	)
Q1 2020 net charge-offs		(10,196	)		—

Allowance for credit losses at March 31, 2020	$	162,244		$	10,700

See Note 6, Allowance for Loan and Lease Losses for a further discussion of our allowance for loan and lease losses and Note 1, Organization, Basis of Presentation, and Recently Adopted Accounting Standards, for a further discussion of ASU No.

2016-13.

Goodwill Impairment

The Company adopted, on a prospective basis, ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment on January 1, 2020. We have significant intangible assets related to goodwill and as of March 31, 2020, we had goodwill of $2.4 billion. In connection with our acquisitions, the assets acquired and liabilities assumed are recorded at their estimated fair values. Goodwill represents the excess of the purchase price of our acquisitions over the fair value of identifiable net assets acquired, including other identified intangible assets. We test our goodwill for impairment at the reporting unit level. We have identified one reporting unit which is the same as our operating segment and reportable segment. If we change our strategy or if market conditions shift, our judgments may change, which may result in adjustments to the recorded goodwill balance.

We perform our goodwill impairment test in the fourth quarter of each year, or more often if events or circumstances warrant. For annual goodwill impairment testing, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill and other intangible assets. If we conclude that this is the case, we would compare the fair value

the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized, however, would not exceed the total amount of goodwill allocated to that reporting unit. Additionally, we would consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.

The Company assessed the environment in the first quarter of 2020, including the estimated impact of the COVID-19 pandemic on macroeconomic variables and economic forecasts and how those might impact the fair value of our reporting unit. After consideration of the items above and the first quarter 2020 results, the Company determined it was not more-likely-than-not that the fair value of any reporting unit was below book value as of March 31, 2020. We will continue to monitor and evaluate the impact of COVID-19 and its impact on our market capitalization, overall economic conditions and any triggering events that may indicate an impairment of goodwill in the future.

Balance Sheet Summary

At March 31, 2020, total assets were $54.3 billion, up $620.3 million compared to total assets at December 31, 2019, up 5% on an annualized basis. This growth was the result of a 4% annualized increase in total loans and leases to $42.3 billion and by a near doubling in the balance of cash and cash equivalents to $1.3 billion, offset by a 27% annualized decline in the securities portfolio. Loan growth was driven by increases in the specialty finance portfolio and in the multi-family portfolio. This growth was funded through a combination of growth in deposits, which increased 4% annualized to $32.0 billion, and wholesale borrowings.

Total loans and leases held for investment increased $397.6 million or 4% on an annualized basis to $42.3 billion compared to the balance at December 31, 2019. Total multi-family loans rose $113.4 million or 1.5% annualized to $31.3 billion compared to December 31, 2019. The specialty finance portfolio increased $415.0 million or 16% (63% annualized) to $3.0 billion relative to December 31, 2019. CRE loans declined slightly to $7.0 billion at March 31, 2020, down $47.1 million or 3% annualized. Total C&I loans rose $12.9 million, up 12% annualized to $433.9 million.

At March 31, 2020, total deposits increased $315.6 million or 4% annualized to $32.0 billion, compared to the balance at December 31, 2019. While the majority of our loan growth over the past two years has been in the CD category, during the current first quarter, the increase was driven by growth in savings accounts and in

non-interest

bearing accounts, while CDs declined modestly. Savings accounts increased $175.7 million or 15% annualized to $5.0 billion, while

non-interest

bearing accounts rose $ 261.5 million or 11% (43% annualized) to $2.7 billion. CDs declined $72.6 million or 2% annualized to $14.1 billion, while interest-bearing checking and money market accounts declined $48.9 million, also 2% annualized to $10.2 billion.

Total borrowed funds at March 31, 2020 were $14.9 billion, up $375.2 million or 10% annualized compared to the balance at December 31, 2019. This increase is entirely due to an increase in wholesale borrowings, consisting of advances from the

FHLB-NY.

Wholesale borrowings increased $375.0 million to $14.3 billion, up 11% annualized compared to

year-end

2019.

Total stockholders’ equity at March 31, 2020 was $6.6 billion, down $74.3 million or 4% annualized compared to $6.7 billion at December 31, 2019. Common stockholders’ equity to total assets was 11.31% at March 31, 2020 compared to 11.57% at December 31, 2019, while book value per common share was $13.15 versus $13.29.

On a tangible basis, excluding goodwill of $2.4 billion, tangible common stockholders’ equity to tangible assets was 7.15% at March 31, 2020 compared to 7.39% at December 31, 2019, while tangible book value per share was $7.95 compared to $8.09.

Loans and Leases

Loans and Leases Originated for Investment

The majority of the loans we originate are loans and leases held for investment and most of the

held-for-investment

loans we produce are multi-family loans. Our production of multi-family loans began five decades ago in the five boroughs of New York City, where the majority of the rental units currently consist of

non-luxury,

rent-regulated apartments featuring below-market rents. In addition to multi-family loans, our portfolio of loans held for investment contains a number of CRE loans, most of which are secured by income-producing properties located in New York City and Long Island.

In addition to multi-family and CRE loans, our specialty finance loans and leases have become an increasing larger portion of our overall loan portfolio. The remainder of our portfolio includes smaller balances of C&I loans,

one-to-four

family loans, ADC loans, and other loans held for investment. The majority of C&I loans consist of loans to small- and

mid-size

businesses.

During the first quarter of 2020, the Company originated $2.7 billion of loans and leases held for investment, up 35% on a year-over-year basis. Every segment increased with the exception of CRE and ADC loans, which declined 8% and 59%, respectively. Multi-family originations during the first quarter increased 40% to $1.4 billion, while specialty finance origination were $957.4 million, up 40% on a year-over-year basis.

The following table presents information about the loans held for investment we originated for the respective periods:


							March 31, 2020
	For the Three Months Ended						compared to
	March 31,		Dec. 31,		March 31,		Dec 31,			March 31,
	2020		2019		2019		2019			2019
(in thousands)
Mortgage Loans Originated for Investment:
Multi-family	$	1,417,219	$	1,991,636	$	1,009,351		-29	%		40	%
Commercial real estate		191,651		326,834		207,209		-41	%		-8	%
One-to-four family residential		27,196		77,321		3,209		-65	%		747	%
Acquisition, development, and construction		4,908		33,173		12,024		-85	%		-59	%

Total mortgage loans originated for investment		1,640,974		2,428,964		1,231,793		-32	%		33	%

Other Loans Originated for Investment:
Specialty Finance		957,393		799,163		685,611		20	%		40	%
Other commercial and industrial		122,386		88,672		104,947		38	%		17	%
Other		925		707		920		31	%		1	%

Total other loans originated for investment		1,080,704		888,542		791,478		22	%		37	%

Total Loans Originated for Investment	$	2,721,678	$	3,317,506	$	2,023,271		-18	%		35	%

Loans and Leases Held for Investment

The individual

held-for-investment

loan portfolios are discussed in detail below.

Multi-Family Loans

Multi-family loans are our principal asset. The loans we produce are primarily secured by

non-luxury

residential apartment buildings in New York City that are rent-regulated and feature below-market rents—a market we refer to as our “Primary Lending Niche.” The majority of our multi-family loans are made to long-term owners of buildings with apartments that are subject to rent regulation and feature below-market rents.

At March 31, 2020 multi-family loans represented $31.3 billion, or 74%, of total loans and leases held for investment reflecting a $113.4 million increase from the balance at December 31, 2019. The average multi-family loan had a principal balance of $6.4 million at the end of the current first quarter and an average weighted life of 1.9 years.

The majority of our multi-family loans were secured by rental apartment buildings. In addition, 78.0% of our multi-family loans were secured by buildings in the metro New York City area and 3.0% were secured by buildings elsewhere in New York State. The remaining multi-family loans were secured by buildings outside these markets, including in the four other states served by our retail branch offices.

In addition, $18.7 billion or 60% of the Company’s total multi-family portfolio is secured by properties in New York State and subject to rent regulation laws. The weighted average LTV of the rent regulated multi-family portfolio was 53.13% as of March 31, 2020 compared to 56.78% for the overall multi-family portfolio or 365 basis points lower.

While a small percentage of our multi-family loans are

ten-year

fixed rate credits, the vast majority of our multi-family loans feature a term of ten or twelve years, with a fixed rate of interest for the first five or seven years of the loan, and an alternative rate of interest in years six through ten or eight through twelve. The rate charged in the first five or seven years is generally based on intermediate-term interest rates plus a spread. During the remaining years, the loan resets to an annually adjustable rate that is tied to the prime rate of interest, plus a spread. Alternately, the borrower may opt for a fixed rate that is tied to the five-year fixed advance rate of the

FHLB-NY,

plus a spread. The fixed-rate option also requires the payment of one percentage point of the then-outstanding loan balance. In either case, the minimum rate at repricing is equivalent to the rate in the initial

five-or

seven-year term.

Multi-family loans that refinance within the first five or seven years are typically subject to an established prepayment penalty schedule. Depending on the remaining term of the loan at the time of prepayment, the penalties normally range from five percentage points to one percentage point of the then-current loan balance. If a loan extends past the fifth or seventh year and the borrower selects the fixed-rate option, the prepayment penalties typically reset to a range of five points to one point over years six through ten or eight through twelve. For example, a

ten-year

multi-family loan that prepays in year three would generally be expected to pay a prepayment penalty equal to three percentage points of the remaining principal balance. A twelve-year multi-family loan that prepays in year one or two would generally be expected to pay a penalty equal to five percentage points.

Because prepayment penalties are recorded as interest income, they are reflected in the average yields on our loans and interest-earning assets, our net interest rate spread and net interest margin, and the level of net interest income we record. No assumptions are involved in the recognition of prepayment income, as such income is only recorded when cash is received.

Our success as a multi-family lender partly reflects the solid relationships we have developed with the market’s leading mortgage brokers, who are familiar with our lending practices, our underwriting standards, and our long-standing practice of basing our loans on the existing,

in-place

cash flows produced by the properties. The process of producing such loans is generally four to six weeks in duration and, because the multi-family market is largely broker-driven, the expense incurred in sourcing such loans is substantially reduced.

Our emphasis on multi-family loans is driven by several factors, including their structure, which reduces our exposure to interest rate volatility to some degree. Another factor driving our focus on multi-family lending has been the comparative quality of the loans we produce. Reflecting the nature of the buildings securing our loans, our underwriting standards, and the generally conservative LTV ratios our multi-family loans feature at origination, a relatively small percentage of the multi-family loans that have transitioned to

non-performing

status have actually resulted in losses, even when the credit cycle has taken a downward turn.

We primarily underwrite our multi-family loans based on the current cash flows produced by the collateral property, with a reliance on the “income” approach to appraising the properties, rather than the “sales” approach. The sales approach is subject to fluctuations in the real estate market, as well as general economic conditions, and is therefore likely to be more risky in the event of a downward credit cycle turn. We also consider a variety of other factors, including the physical condition of the underlying property; the net operating income of the mortgaged premises prior to debt service; the DSCR, which is the ratio of the property’s net operating income to its debt service; and the ratio of the loan amount to the appraised value (i.e., the LTV) of the property.

In addition to requiring a minimum DSCR of 120% on multi-family buildings, we obtain a security interest in the personal property located on the premises, and an assignment of rents and leases. Our multi-family loans generally represent no more than 75% of the lower of the appraised value or the sales price of the underlying property, and typically feature an amortization period of 30 years. In addition, some of our multi-family loans may contain an initial interest-only period which typically does not exceed two years; however, these loans are underwritten on a fully amortizing basis.

Commercial Real Estate Loans

CRE loans represented $7.0 billion, or 16.6%, of total loans and leases held for investment at the end of the current first quarter, a $47.1 million decrease from the balance at December 31, 2019. At March 31, 2020, the average CRE loan had a principal balance of $6.6 million and the average weighted life was 2.3 years.

The CRE loans we produce are secured by income-producing properties such as office buildings, retail centers,

mixed-use

buildings, and multi-tenanted light industrial properties. At March 31, 2020, 85.5% of our CRE loans were secured by properties in the metro New York City area, while properties in other parts of New York State accounted for 2.3% of the properties securing our CRE credits, while all other states accounted for 12.2%, combined.

The terms of our CRE loans are similar to the terms of our multi-family credits. While a small percentage of our CRE loans feature

ten-year

fixed-rate terms, they primarily feature a fixed rate of interest for the first five or seven years of the loan that is generally based on intermediate-term interest rates plus a spread. During years six through ten or eight through twelve, the loan resets to an annually adjustable rate that is tied to the prime rate of interest, plus a spread. Alternately, the borrower may opt for a fixed rate that is tied to the five-year fixed advance rate of the

FHLB-NY

plus a spread. The fixed-rate option also requires the payment of an amount equal to one percentage point of the then-outstanding loan balance. In either case, the minimum rate at repricing is equivalent to the rate in the initial five- or seven-year term.

Prepayment penalties also apply to our CRE loans. Depending on the remaining term of the loan at the time of prepayment, the penalties normally range from five percentage points to one percentage point of the then-current loan balance. If a loan extends past the fifth or seventh year and the borrower selects the fixed rate option, the prepayment penalties typically reset to a range of five points to one point over years six through ten or eight through twelve. Our CRE loans tend to refinance within two to three years of origination, as reflected in the expected weighted average life of the CRE portfolio noted above.

Acquisition, Development, and Construction Loans

The balance of ADC loans declined $69.9 million from December 31, 2019 to $130.5 million, representing 0.31% of total

held-for-investment

loans at the current first-quarter end. Because ADC loans are generally considered to have a higher degree of credit risk, especially during a downturn in the credit cycle, borrowers are required to provide a guarantee of repayment and completion. We had no recoveries against guarantees for the three months ended March 31, 2020.

Specialty Finance Loans and Leases

At March 31, 2020, specialty finance loans and leases totaled $3.0 billion of total loans and leases held for investment, up $415.0 million compared to December 31, 2019, representing 7.2% of total

held-for-investment

loans.

We produce our specialty finance loans and leases through a subsidiary that is staffed by a group of industry veterans with expertise in originating and underwriting senior securitized debt and equipment loans and leases. The subsidiary participates in syndicated loans that are brought to them, and equipment loans and leases that are assigned to them, by a select group of nationally recognized sources, and are generally made to large corporate obligors, many of which are publicly traded, carry investment grade or near-investment grade ratings, and participate in stable industries nationwide.

The specialty finance loans and leases we fund fall into three categories: asset-based lending, dealer floor-plan lending, and equipment loan and lease financing. Each of these credits is secured with a perfected first security interest in, or outright ownership of, the underlying collateral, and structured as senior debt or as a

non-cancelable

lease. Asset-based and dealer floor-plan loans are priced at floating rates predominately tied to LIBOR, while our equipment financing credits are priced at fixed rates at a spread over Treasuries.

Since launching our specialty finance business in the third quarter of 2013, no losses have been recorded on any of the loans or leases in this portfolio.

C&I Loans

In the three months ended March 31, 2020, C&I loans totaled $433.9 million compared to $421.0 million at December 31, 2019. Included in the

quarter-end

balance were taxi medallion-related loans of $33.5 million, representing 0.08% of total

held-for-investment

loans at March 31, 2020.

The C&I loans we produce are primarily made to small and

mid-size

businesses in the five boroughs of New York City and on Long Island. Such loans are tailored to meet the specific needs of our borrowers, and include term loans, demand loans, revolving lines of credit, and, to a much lesser extent, loans that are partly guaranteed by the Small Business Administration.

A broad range of C&I loans, both collateralized and unsecured, are made available to businesses for working capital (including inventory and accounts receivable), business expansion, the purchase of machinery and equipment, and other general corporate needs. In determining the term and structure of C&I loans, several factors are considered, including the purpose, the collateral, and the anticipated sources of repayment. C&I loans are typically secured by business assets and personal guarantees of the borrower, and include financial covenants to monitor the borrower’s financial stability.

The interest rates on our other C&I loans can be fixed or floating, with floating-rate loans being tied to prime or some other market index, plus an applicable spread. Our floating-rate loans may or may not feature a floor rate of interest. The decision to require a floor on other C&I loans depends on the level of competition we face for such loans from other institutions, the direction of market interest rates, and the profitability of our relationship with the borrower.

One-to-Four

Family Loans

At March 31, 2020,

one-to-four

family loans held for investment decreased to $352.6 million, representing 0.83% of total loans held for investment at that date.

Other Loans

At March 31, 2020, other loans totaled $9.5 million and consisted primarily of overdraft loans and loans to

non-profit

organizations. We currently do not offer home equity loans or home equity lines of credit.

Lending Authority

The loans we originate for investment are subject to federal and state laws and regulations, and are underwritten in accordance with loan underwriting policies approved by the Management Credit Committee, the Commercial Credit Committee and the Mortgage and Real Estate and Credit Committees of the Board, and the Board of Directors of the Bank.

C&I loans less than or equal to $3.0 million are approved by the joint authority of lending officers. C&I loans in excess of $3.0 million and all multifamily, CRE, ADC and Specialty Finance loans regardless of amount are required to be presented to the Management Credit Committee for approval. Multifamily, CRE and C&I loans in excess of $5.0 million and Specialty Finance in excess of $15.0 million are also required to be presented to the Commercial Credit Committee and the Mortgage and Real Estate Committee of the Board, as applicable so that the Committees can review the loan’s associated risks. The Commercial Credit and Mortgage and Real Estate Committees have authority to direct changes in lending practices as they deem necessary or appropriate in order to address individual or aggregate risks and credit exposures in accordance with the Bank’s strategic objectives and risk appetites.

All mortgage loans in excess of $50.0 million, specialty finance loans in excess of $15.0 million and all other C&I loans in excess of $5.0 million require approval by the Mortgage and Real Estate Committee or the Credit Committee of the Board, as applicable.

In addition, all loans of $20.0 million or more originated by the Bank continue to be reported to the Board of Directors.

At March 31, 2020, the largest mortgage loan in our portfolio was a $246.0 million multi-family loan originated by the Bank on February 8, 2018 collateralized by six properties in Brooklyn, New York. As of the date of this report, the loan has been current since origination.

Geographical Analysis of the Portfolio of Loans Held for Investment

The following table presents a geographical analysis of the multi-family and CRE loans in our

held-for-investment

loan portfolio at March 31, 2020:


	At March 31, 2020
	Multi-Family Loans					Commercial Real Estate Loans
(dollars in thousands)	Amount		Percent of Total			Amount		Percent of Total
New York City:
Manhattan	$	7,803,645		24.95	%	$	3,355,351		47.70	%
Brooklyn		5,599,902		17.91			527,829		7.50
Bronx		3,866,371		12.36			162,545		2.31
Queens		2,635,911		8.43			605,349		8.61
Staten Island		129,861		0.42			54,755		0.78

Total New York City	$	20,035,690		64.07	%	$	4,705,829		66.89	%

New Jersey		3,779,703		12.09			544,018		7.73
Long Island		588,004		1.88			765,449		10.88

Total Metro New York	$	24,403,397		78.04	%	$	6,015,296		85.51	%

Other New York State		930,149		2.97			158,882		2.26
All other states		5,937,527		18.99			860,542		12.23

Total	$	31,271,073		100.00	%	$	7,034,720		100.00	%

At March 31, 2020, the largest concentration of ADC loans held for investment was located in New York City, with a total of $74.8 million at that date. The majority of our other loans held for investment were secured by properties and/or businesses located in Metro New York.

Outstanding Loan Commitments

At March 31, 2020, we had outstanding loan commitments of $2.0 billion, unchanged from the level at December 31, 2019.

Multi-family, CRE, and ADC loans together represented $507.0 million of

held-for-investment

loan commitments at the end of the quarter, while other loans represented $1.5 billion. Included in the latter amount were commitments to originate specialty finance loans and leases of $987.4 million and commitments to originate other C&I loans of $455.7 million.

In addition to loan commitments, we had commitments to issue financial

stand-by,

performance

stand-by,

and commercial letters of credit totaling $493.6 million at March 31, 2020, a $16.3 million decrease from the volume at December 31, 2019. The fees we collect in connection with the issuance of letters of credit are included in Fee Income in the Consolidated Statements of Income and Comprehensive Income.

Asset Quality

Non-Performing

Loans and Repossessed Assets

Total NPAs at March 31, 2020 declined $14.7 million or 20% to $58.8 million compared to December 31, 2019 as both

non-performing

loans and repossessed assets declined by 20% and 22%, respectively to 0.11% of total assets compared to 0.14% at December 31, 2019.

Total NPLs at March 31, 2020 were $49.3 million, down $12.0 million or 20% compared to December 31, 2019. This translates into 0.12% of total loans compared to 0.15% at December 31, 2019. Included in the first quarter amount was $22.9 million of

non-accrual

taxi medallion-related loans compared to $30.4 million at December 31, 2019.

Total repossessed assets during the current first quarter totaled $9.5 million, down $2.7 million or 22% compared to the fourth quarter of 2019. At March 31, 2020, repossessed assets included $7.6 million of repossessed taxi medallions compared to $10.3 million at December 31, 2019.At March 31, 2020, the remaining taxi medallion-related loans in the C&I portfolio totaled $33.5 million, down $21.5 million or 39% compared to the balances at December 31, 2019. This was mostly due to charge-offs.

Net charge-offs for the first quarter of 2020 totaled $10.2 million or 0.02% of average loans compared to $2.0 million or 0.00% of average loans during the first quarter of 2019. Included in these amounts were taxi medallion-related charge-offs of $6.7 million and $2.1 million, respectively. The following table presents our

non-performing

loans by loan type and the changes in the respective balances from December 31, 2019 to March 31, 2020:


					Change from December 31, 2019 to March 31, 2020
(dollars in thousands)	March 31, 2020		December 31, 2019		Amount			Percent
Non-Performing Loans:
Non-accrual mortgage loans:
Multi-family	$	4,242	$	5,407	$	(1,165	)		(21.55	)%
Commercial real estate		16,101		14,830		1,271			8.57
One-to-four family		1,721		1,730		(9	)		(0.52	)
Acquisition, development, and construction		—		—		—			—

Total non-accrual mortgage loans		22,064		21,967		97			0.44
Non-accrual other loans (1)		27,218		39,276		(12,058	)		(30.70	)

Total non-performing loans	$	49,282	$	61,243	$	(11,961	)		(19.53	)%

(1)	Includes $22.9 million and $30.4 million of non-accrual taxi medallion-related loans at March 31, 2020 and December 31, 2019, respectively.

The following table sets forth the changes in

non-performing

loans over the three months ended March 31, 2020:


(in thousands)
Balance at December 31, 2019	$	61,243
New non-accrual		1,584
Charge-offs		(10,133	)
Transferred to repossessed assets		(166	)
Loan payoffs, including dispositions and principal pay-downs		(3,246	)
Restored to performing status		—

Balance at March 31, 2020	$	49,282

A loan generally is classified as a

non-accrual

loans is recorded when received in cash. At March 31, 2020 and December 31, 2019, all of our

non-performing

loans were

non-accrual

loans.

We monitor

non-accrual

loans both within and beyond our primary lending area, which is defined as including: (a) the counties that comprise our CRA Assessment area, and (b) the entirety of the following states: Arizona; Florida; New York; New Jersey; Ohio; and Pennsylvania, in the same manner. Monitoring loans generally involves inspecting and

re-appraising

the collateral properties; holding discussions with the principals and managing agents of the borrowing entities and/or retained legal counsel, as applicable; requesting financial, operating, and rent roll information; confirming that hazard insurance is in place or force-placing such insurance; monitoring tax payment status and advancing funds as needed; and appointing a receiver, whenever possible, to collect rents, manage the operations, provide information, and maintain the collateral properties.

It is our policy to order updated appraisals for all

non-performing

loans, irrespective of loan type, that are collateralized by multi-family buildings, CRE properties, or land, in the event that such a loan is 90 days or more past due, and if the most recent appraisal on file for the property is more than one year old. Appraisals are ordered annually until such time as the loan becomes performing and is returned to accrual status. It is not our policy to obtain updated appraisals for performing loans. However, appraisals may be ordered for performing loans when a borrower requests an increase in the loan amount, a modification in loan terms, or an extension of a maturing loan. We do not analyze current LTVs on a portfolio-wide basis.

Non-performing

loans are reviewed regularly by management and discussed on a monthly basis with the Management Credit Committee, the Commercial and the Mortgage and Real Estate Credit Committees of the Board, and the Boards of Directors of the Company and the Bank, as applicable. Collateral-dependent

non-performing

loans are written down to their current appraised values, less certain transaction costs. Workout specialists from our Loan Workout Unit actively pursue borrowers who are delinquent in repaying their loans in an effort to collect payment. In addition, outside counsel with experience in foreclosure proceedings are retained to institute such action with regard to such borrowers.

Properties and assets that are acquired through foreclosure are classified as either OREO or repossessed assets, and are recorded at fair value at the date of acquisition, less the estimated cost of selling the property/asset. Subsequent declines in the fair value of OREO or repossessed assets are charged to earnings and are included in

non-interest

expense. It is our policy to require an appraisal and an environmental assessment of properties classified as OREO before foreclosure, and to

re-appraise

the properties/assets on an

as-needed

basis, and not less than annually, until they are sold. We dispose of such properties/assets as quickly and prudently as possible, given current market conditions and the property’s or asset’s condition.

To mitigate the potential for credit losses, we underwrite our loans in accordance with credit standards that we consider to be prudent. In the case of multi-family and CRE loans, we look first at the consistency of the cash flows being generated by the property to determine its economic value using the “income approach,” and then at the market value of the property that collateralizes the loan. The amount of the loan is then based on the lower of the two values, with the economic value more typically used.

The condition of the collateral property is another critical factor. Multi-family buildings and CRE properties are inspected from rooftop to basement as a prerequisite to approval, with a member of the Mortgage or Credit Committee participating in inspections on multi-family loans to be originated in excess of $7.5 million, and a member of the Mortgage or Credit Committee participating in inspections on CRE loans to be originated in excess of $4.0 million. We continue to conduct inspections as per the aforementioned policy, however, due to the COVID-19 pandemic, currently full access to some properties and buildings may be limited. Furthermore, independent appraisers, whose appraisals are carefully reviewed by our experienced

in-house

appraisal officers and staff, perform appraisals on collateral properties. In many cases, a second independent appraisal review is performed.

In addition to underwriting multi-family loans on the basis of the buildings’ income and condition, we consider the borrowers’ credit history, profitability, and building management expertise. Borrowers are required to present evidence of their ability to repay the loan from the buildings’ current rent rolls, their financial statements, and related documents.

In addition, we work with a select group of mortgage brokers who are familiar with our credit standards and whose track record with our lending officers is typically greater than ten years. Furthermore, in New York City, where the majority of the buildings securing our multi-family loans are located, the rents that tenants may be charged on certain apartments are typically restricted under certain new rent regulation laws. As a result, the rents that tenants pay for such apartments are generally lower than current market rents. Buildings with a preponderance of such rent-regulated apartments are less likely to experience vacancies in times of economic adversity.

Reflecting the strength of the underlying collateral for these loans and the collateral structure, a relatively small percentage of our

non-performing

multi-family loans have resulted in losses over time. While our multi-family lending niche has not been immune to downturns in the credit cycle, the limited number of losses we have recorded, even in adverse credit cycles, suggests that the multi-family loans we produce involve less credit risk than certain other types of loans. In general, buildings that are subject to rent regulation have tended to be stable, with occupancy levels remaining more or less constant over time. Because the rents are typically below market and the buildings securing our loans are generally maintained in good condition, they have been more likely to retain their tenants in adverse economic times. In addition, we exclude any short-term property tax exemptions and abatement benefits the property owners receive when we underwrite our multi-family loans.

To further manage our credit risk, our lending policies limit the amount of credit granted to any one borrower, and typically require minimum DSCRs of 120% for multi-family loans and 130% for CRE loans. Although we typically lend up to 75% of the appraised value on multi-family buildings and up to 65% on commercial properties, the average LTVs of such credits at origination were below those amounts at March 31, 2020. Exceptions to these LTV limitations are minimal and are reviewed on a

case-by-case

basis.

The repayment of loans secured by commercial real estate is often dependent on the successful operation and management of the underlying properties. To minimize our credit risk, we originate CRE loans in adherence with conservative underwriting standards, and require that such loans qualify on the basis of the property’s current income stream and DSCR. The approval of a loan also depends on the borrower’s credit history, profitability, and expertise in property management, and generally requires a minimum DSCR of 130% and a maximum LTV of 65%. In addition, the origination of CRE loans typically requires a security interest in the fixtures, equipment, and other personal property of the borrower and/or an assignment of the rents and/or leases. In addition, our CRE loans may contain an interest-only period which typically does not exceed three years; however, these loans are underwritten on a fully amortizing basis.

Multi-family and CRE loans are generally originated at conservative LTVs and DSCRs, as previously stated. Low LTVs provide a greater likelihood of full recovery and reduce the possibility of incurring a severe loss on a credit; in many cases, they reduce the likelihood of the borrower “walking away” from the property. Although borrowers may default on loan payments, they have a greater incentive to protect their equity in the collateral property and to return their loans to performing status. Furthermore, in the case of multi-family loans, the cash flows generated by the properties are generally below-market and have significant value.

With regard to ADC loans, we typically lend up to 75% of the estimated

as-completed

market value of multi-family and residential tract projects; however, in the case of home construction loans to individuals, the limit is 80%. With respect to commercial construction loans, we typically lend up to 65% of the estimated

as-completed

market value of the property. Credit risk is also managed through the loan disbursement process. Loan proceeds are disbursed periodically in increments as construction progresses, and as warranted by inspection reports provided to us by our own lending officers and/or consulting engineers.

To minimize the risk involved in specialty finance lending and leasing, each of our credits is secured with a perfected first security interest or outright ownership in the underlying collateral, and structured as senior debt or as a

non-cancellable

lease. To further minimize the risk involved in specialty finance lending and leasing, we

re-underwrite

each transaction. In addition, we retain outside counsel to conduct a further review of the underlying documentation.

Other C&I loans are typically underwritten on the basis of the cash flows produced by the borrower’s business, and are generally collateralized by various business assets, including, but not limited to, inventory, equipment, and accounts receivable. As a result, the capacity of the borrower to repay is substantially dependent on the degree to which the business is successful. Furthermore, the collateral underlying the loan may depreciate over time, may not be conducive to appraisal, and may fluctuate in value, based upon the operating results of the business. Accordingly, personal guarantees are also a normal requirement for other C&I loans.

The procedures we follow with respect to delinquent loans are generally consistent across all categories, with late charges assessed, and notices mailed to the borrower, at specified dates. We attempt to reach the borrower by telephone to ascertain the reasons for delinquency and the prospects for repayment. When contact is made with a borrower at any time prior to foreclosure or recovery against collateral property, we attempt to obtain full payment, and will consider a repayment schedule to avoid taking such action. Delinquencies are addressed by our Loan Workout Unit and every effort is made to collect rather than initiate foreclosure proceedings.

The following table presents our loans 30 to 89 days past due by loan type and the changes in the respective balances from December 31, 2019 to March 31, 2020:


					Change from December 31, 2019 to March 31, 2020
(dollars in thousands)	March 31, 2020		December 31, 2019		Amount			Percent
Loans 30-89 Days Past Due:
Multi-family	$	2,679	$	1,131	$	1,548			136.87	%
Commercial real estate		97		2,545		(2,448	)		(96.19	)
One-to-four family		—		—		—			—
Acquisition, development, and construction		—		—		—			—
Other loans (1)		52		44		8			18.18

Total loans 30-89 days past due	$	2,828	$	3,720	$	892			23.98

(1)	Does not include any non-accrual taxi medallion-related loans at March 31, 2020 and December 31, 2019.

Fair values for all multi-family buildings, CRE properties, and land are determined based on the appraised value. If an appraisal is more than one year old and the loan is classified as either

non-performing

or as an accruing TDR, then an updated appraisal is required to determine fair value. Estimated disposition costs are deducted from the fair value of the property to determine estimated net realizable value. In the instance of an outdated appraisal on an impaired loan, we adjust the original appraisal by using a third-party index value to determine the extent of impairment until an updated appraisal is received.

While we strive to originate loans that will perform fully, adverse economic and market conditions, among other factors, can adversely impact a borrower’s ability to repay.

Based upon all relevant and available information as of the end of the current third quarter, management believes that the allowance for losses on loans was appropriate at that date.

At March 31, 2020, our three largest

non-performing

loans were one CRE loan with a balance of $9.8 million, one C&I loan with a balance of $3.4 million, and a multi-family loan with a balance of $2.4 million.

Troubled Debt Restructurings

In an effort to proactively manage delinquent loans, we have selectively extended to certain borrowers such concessions as rate reductions and extensions of maturity dates, as well as forbearance agreements, when such borrowers have exhibited financial difficulty. In accordance with GAAP, we are required to account for such loan modifications or restructurings as TDRs.

The eligibility of a borrower for

work-out

concessions of any nature depends upon the facts and circumstances of each transaction, which may change from period to period, and involve management’s judgment regarding the likelihood that the concession will result in the maximum recovery for the Company.

Loans modified as TDRs are placed on

non-accrual

status until we determine that future collection of principal and interest is reasonably assured. This generally requires that the borrower demonstrate performance according to the restructured terms for at least six consecutive months. At March 31, 2020,

non-accrual

TDRs included taxi medallion-related loans with a combined balance of $21.4 million.

At March 31, 2020, loans on which concessions were made with respect to rate reductions and/or extensions of maturity dates totaled $25.5 million; loans in connection with which forbearance agreements were reached totaled $4.2 million at that date.

Based on the number of loans performing in accordance with their revised terms, our success rates for restructured multi-family loans,

was 100%. The success rates for restructured

one-to-four

family and other loans were 67% and 84%, respectively, at March 31, 2020.

Analysis of Troubled Debt Restructurings

The following table sets forth the changes in our TDRs over the three months ended March 31, 2020:


(in thousands)	Accruing			Non-Accrual			Total
Balance at December 31, 2019	$	1,254		$	39,245		$	40,499
New TDRs		—			1,559			1,559
Charge-offs		—			(9,644	)		(9,644	)
Loan payoffs, including dispositions and principal pay-downs		(389	)		(2,396	)		(2,785	)

Balance at March 31, 2020	$	865		$	28,764		$	29,629

On a limited basis, we may provide additional credit to a borrower after a loan has been placed on

non-accrual

status or classified as a TDR if, in management’s judgment, the value of the property after the additional loan funding is greater than the initial value of the property plus the additional loan funding amount. During the three months ended March 31, 2020, no such additions were made. Furthermore, the terms of our restructured loans typically would not restrict us from cancelling outstanding commitments for other credit facilities to a borrower in the event of

non-payment

of a restructured loan.

Except for the

non-accrual

loans and TDRs disclosed in this filing, we did not have any potential problem loans at the end of the current first quarter that would have caused management to have serious doubts as to the ability of a borrower to comply with present loan repayment terms and that would have resulted in such disclosure if that were the case.

Loan Deferrals

Under U.S. GAAP, banks are required to assess modifications to a loan’s terms for potential classification as a TDR. A loan to a borrower experiencing financial difficulty is classified as a TDR when a lender grants a concession that it would otherwise not consider, such as a payment deferral or interest concession. In order to encourage banks to work with impacted borrowers, the CARES Act and bank regulators have provided relief from TDR accounting. The main benefits of TDR relief include a capital benefit in the form of reduced risk-weighted assets, as TDRs are more heavily risk-weighted for capital purposes; aging of the loans is frozen, i.e., they will continue to be reported in the same delinquency bucket they were in at the time of modification; and the loans are generally not reported as

non-accrual

during the modification period.

Under the CARES Act, the Company made the election to deem that loan modifications do not result in TDRs if they are (1) related to the novel coronavirus disease

(“COVID-19”);

in response to

COVID-19

to borrowers who were current prior to any relief are not TDRs under ASC Subtopic

310-40.

The Company has implemented various loan modification programs with some of its borrowers, mainly payment deferrals for a

six-month

period. The table below details the number of modifications and the modifications as a percentage of total loans within that loan category as of April 27, 2020.


	Total Deferred		Total Portfolio		Deferred as a% of Total Portfolio
(in millions)
Multi-family	$	3,002.0	$	31,189.3		9.6	%
CRE		1,826.3		6,903.7		26.5	%

Total	$	4,828.3	$	38,093.0		12.7	%

Asset Quality Analysis

The following table presents information regarding our consolidated allowance for loan

and lease losses, our

non-performing

assets, and our 30 to 89 days past due loans at March 31, 2020 and December 31, 2019.


(dollars in thousands)	At or For the Three Months Ended March 31, 2020			At or For the Year Ended December 31, 2019
Allowance for Loan and Lease Losses:
Balance at beginning of period	$	147,638		$	159,820
CECL day 1 transition adjustment		1,911			—
Provision for credit losses		22,891			7,105
Charge-offs:
Multi-family		—			(659	)
Commercial real estate		—			—
One-to-four family residential		—			(954	)
Acquisition, development, and construction					—
Other loans		(10,385	)		(18,694	)

Total charge-offs		(10,385	)		(20,307	)
Recoveries:
Multi-family		—			—
Commercial real estate		—			—
One-to-four family residential		—			—
Acquisition, development, and construction		11			61
Other loans		178			959

Total recoveries		189			1,020

Net charge-offs		(10,196	)		(19,287	)

Balance at end of period	$	162,244		$	147,638

Non-Performing Assets:
Non-accrual mortgage loans:
Multi-family	$	4,242		$	5,407
Commercial real estate		16,101			14,830
One-to-four family residential		1,721			1,730
Acquisition, development, and construction		—			—

Total non-accrual mortgage loans		22,064			21,967
Other non-accrual loans		27,218			39,276

Total non-performing loans	$	49,282		$	61,243
Repossessed assets (1)		9,526			12,268

Total non-performing assets	$	58,808		$	73,511

Asset Quality Measures:
Non-performing loans to total loans		0.12	%		0.15	%
Non-performing assets to total assets		0.11			0.14
Allowance for loan and lease losses to non-performing loans		329.22			241.07
Allowance for loan and lease losses to total loans		0.38			0.35
Net charge-offs during the period to average loans outstanding during the period		0.02			0.05
Loans 30-89 Days Past Due:
Multi-family	$	2,679		$	1,131
Commercial real estate		97			2,545
One-to-four family residential		—			—
Acquisition, development, and construction		—			—
Other loans		52			44

Total loans 30-89 days past due	$	2,828		$	3,720

(1)	Includes $7.6 million and $10.3 million of repossessed taxi medallions at March 31, 2020 and December 31, 2019, respectively.

Geographical Analysis of

Non-Performing

Loans

The following table presents a geographical analysis of our

non-performing

loans at March 31, 2020:


(in thousands)
New York	$	42,373
New Jersey		6,006
All other states		903

Total non-performing loans	$	49,282

Securities

At March 31, 2020, total securities were $5.5 billion down $398.0 million or 27% annualized compared to $5.9 billion at December 31, 2019. At March 31, 2020, securities represented 10.1% of total assets compared to 11.0% at December 31, 2019. At March 31, 2020, 30% of the securities portfolio was tied to floating rates, 29% of which is currently at floating rates, mainly one and three month LIBOR and prime.

Federal Home Loan Bank Stock

As a member of the

FHLB-NY,

the Bank is required to acquire and hold shares of its capital stock, and to the extent FHLB borrowings are utilized, may further invest in FHLB stock. At March 31, 2020 and December 31, 2019, the Bank held

FHLB-NY

stock in the amount of $663.9 million and $647.6 million, respectively.

FHLB-NY

stock continued to be valued at par, with no impairment required at that date.

Dividends from the

FHLB-NY

to the Bank totaled $9.7 million and $4.0 million, respectively, in the three months ended March 31, 2020 and 2019.

Bank-Owned Life Insurance

BOLI is recorded at the total cash surrender value of the policies in the Consolidated Statements of Condition, and the income generated by the increase in the cash surrender value of the policies is recorded in

Non-Interest

Income in the Consolidated Statements of Income and Comprehensive Income. Reflecting an increase in the cash surrender value of the underlying policies, our investment in BOLI increased $7.4 million to $1.2 billion at March 31, 2020 compared to $1.1 billion at December 31, 2019.

Goodwill

We record goodwill in our Consolidated Statements of Condition in connection with certain of our business combinations. Goodwill, which is tested at least annually for impairment, refers to the difference between the purchase price and the fair value of an acquired company’s assets, net of the liabilities assumed. Goodwill totaled $2.4 billion at both March 31, 2020 and December 31, 2019. For more information about the Company’s goodwill, see the discussion of “Critical Accounting Policies” earlier in this report.

Sources of Funds

The Parent Company (i.e., the Company on an unconsolidated basis) has three primary funding sources for the payment of dividends, share repurchases, and other corporate uses: dividends paid to the Company by the Bank; capital raised through the issuance of stock; and funding raised through the issuance of debt instruments.

On a consolidated basis, our funding primarily stems from a combination of the following sources: deposits; borrowed funds, primarily in the form of wholesale borrowings; the cash flows generated through the repayment and sale of loans; and the cash flows generated through the repayment and sale of securities.

Loan repayments and sales totaled $2.3 billion in the three months ended March 31, 2020, up $658.5 million from the $1.7 billion recorded in the year-earlier three months. Cash flows from the repayment and sales of securities totaled $798.1 million and $589.0 million, respectively, in the corresponding periods, while purchases of securities totaled $483.8 million and $655.4 million, respectively.

Deposits

Our ability to retain and attract deposits depends on numerous factors, including customer satisfaction, the rates of interest we pay, the types of products we offer, and the attractiveness of their terms. From time to time, we have chosen not to compete actively for deposits, depending on our access to deposits through acquisitions, the availability of lower-cost funding sources, the impact of competition on pricing, and the need to fund our loan demand.

At March 31, 2020, our deposits totaled $32.0 billion, up $315.6 million or 4% annualized compared to the level at December 31, 2019. At the end of the current first quarter, total deposits represented 58.9% of total assets, while CDs represented 44.2% of our total deposits.

Included in the March 31, 2020 balance of deposits were institutional deposits of $1.2 billion and municipal deposits of $951.2 million, as compared to $1.1 billion and $990.2 million, respectively, at December 31, 2019. Brokered deposits rose $46.2 million during the first three months of the year to $5.2 billion, reflecting a $144.6 million decrease in brokered money market accounts to $1.3 billion and a $165.8 million increase in brokered CDs to $2.4 billion. In addition, at March 31, 2020, we had $1.5 billion of brokered interest bearing checking accounts, an increase of $356.6 million from December 31, 2019. The extent to which we accept brokered deposits depends on various factors, including the availability and pricing of such wholesale funding sources, and the availability and pricing of other sources of funds.

Borrowed Funds

Borrowed funds consist primarily of wholesale borrowings (i.e.,

FHLB-NY

advances, repurchase agreements, and federal funds purchased) and, to a far lesser extent, junior subordinated debentures. As of March 31, 2020, the balance of borrowed funds increased $375.2 million from

year-end

2019 to $14.9 billion, representing 27.5% of total assets, at that date. The majority of the increase was related to a greater level of wholesale borrowings. Wholesale borrowings rose $375.0 million from the

year-end

2019 amount to $14.3 billion.

FHLB-NY

advances increased $375.0 million since December 31, 2019, to $14.0 billion, while the balance of repurchase agreements was $800.0 million at March 31, 2020, unchanged from the balance at at December 31, 2019.

Subordinated Notes

On November 6, 2018, the Company issued $300 million aggregate principal amount of its 5.90%

Fixed-to-Floating

Rate Subordinated Notes due 2028. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include opportunistic repurchases of shares of its common stock pursuant to its previously announced share repurchase program. The Notes were offered to the public at 100% of their face amount. At March 31, 2020, the balance of subordinated notes was $295.2 million, which excludes certain costs related to their issuance.

Junior Subordinated Debentures

Junior subordinated debentures totaled $360.0 million at March 31, 2020, comparable to the balance at December 31, 2019.

Risk Definitions

The following section outlines the definitions of interest rate risk, market risk, and liquidity risk, and how the Company manages market and interest rate risk:

Interest Rate Risk

– Interest rate risk is the risk to earnings or capital arising from movements in interest rates. Interest rate risk arises from differences between the timing of rate changes and the timing of cash flows

(re-pricing

risk); from changing rate relationships among different yield curves affecting Company activities (basis risk); from changing rate relationships across the spectrum of maturities (yield curve risk); and from interest-related options embedded in a bank’s products (options risk). The evaluation of interest rate risk must consider the impact of complex, illiquid hedging strategies or products, and also the potential impact on fee income (e.g. prepayment income) which is sensitive to changes in interest rates. In those situations where trading is separately managed, this refers to structural positions and not trading portfolios.

Market Risk –

Market risk is the risk to earnings or capital arising from changes in the value of portfolios of financial instruments. This risk arises from market-making, dealing, and position-taking activities in interest rate, foreign exchange, equity, and commodities markets. Many banks use the term “price risk” interchangeably with market risk; this is because market risk focuses on the changes in market factors (e.g., interest rates, market liquidity, and volatilities) that affect the value of traded instruments. The primary accounts affected by market risk are those which are revalued for financial presentation (e.g., trading accounts for securities, derivatives, and foreign exchange products).

Liquidity Risk –

Liquidity risk is the risk to earnings or capital arising from a bank’s inability to meet its obligations when they become due, without incurring unacceptable losses. Liquidity risk includes the inability to manage unplanned decreases or changes in funding sources. Liquidity risk also arises from a bank’s failure to recognize or address changes in market conditions that affect the ability to liquidate assets quickly and with minimal loss in value.

Management of Market and Interest Rate Risk

We manage our assets and liabilities to reduce our exposure to changes in market interest rates. The asset and liability management process has three primary objectives: to evaluate the interest rate risk inherent in certain balance sheet accounts; to determine the appropriate level of risk, given our business strategy, risk appetite, operating environment, capital and liquidity requirements, and performance objectives; and to manage that risk in a manner consistent with guidelines approved by the Boards of Directors of the Company and the Bank.

Market and Interest Rate Risk

As a financial institution, we are focused on reducing our exposure to interest rate volatility. Changes in interest rates pose the greatest challenge to our financial performance, as such changes can have a significant impact on the level of income and expense recorded on a large portion of our interest-earning assets and interest-bearing liabilities, and on the market value of all interest-earning assets, other than those possessing a short term to maturity. To reduce our exposure to changing rates, the Boards of Directors and management monitor interest rate sensitivity on a regular or as needed basis so that adjustments to the asset and liability mix can be made when deemed appropriate.

The actual duration of

held-for-investment

mortgage loans and mortgage-related securities can be significantly impacted by changes in prepayment levels and market interest rates. The level of prepayments may be impacted by a variety of factors, including the economy in the region where the underlying mortgages were originated; seasonal factors; demographic variables; and the assumability of the underlying mortgages. However, the largest determinants of prepayments are interest rates and the availability of refinancing opportunities.

We managed our interest rate risk by taking the following actions: (1) We continued to emphasize the origination and retention of intermediate-term assets, primarily in the form of multi-family and CRE loans; (2) We continued the origination of certain C&I loans that feature floating interest rates; (3) We replaced maturing wholesale borrowings with longer term borrowings, including some with callable features; and (4) We entered into an interest rate swap with a notional amount of $2.0 billion to hedge certain real estate loans.

LIBOR Transition Process

On July 27, 2017, the U.K. Financial Conduct Authority (FCA), which regulates LIBOR, announced that it will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. The FRB established the Alternative Reference Rate Committee (“ARRC”), comprised of a group of private market participants and other members, representing banks and financial sector regulators, to identify a set of alternative reference rates for potential use as benchmarks. The ARRC has recommended the Secured Overnight Financing Rate or “SOFR” as the preferred alternative rate to U.S. dollar LIBOR.

The Bank has established a

sub-committee

of its ALCO to address issues related to the

phase-out

and ultimate transition away from LIBOR to an alternate rate. This

sub-committee

is led by our Chief Accounting Officer and consists of personnel from various departments throughout the Bank including lending, loan administration, credit risk management, finance/treasury, information technology, and operations. The Company has LIBOR-based contracts that extend beyond 2021 included in loans and leases, securities, wholesale borrowings, derivative financial instruments and long-term debt. The

sub-committee

has reviewed contract fallback language and noted that certain contracts will need updated provisions for the transition and is coordinating with impacted business lines.

While the ARRC has recommended SOFR as the replacement for LIBOR, there is acknowledgment that the development of a credit sensitive element could be a complement to SOFR. At this time, it is unclear as to the likelihood and timing of this occurring, but such a development could have an impact on our transition efforts.

Interest Rate Sensitivity Analysis

The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring a bank’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific time frame if it will mature or reprice within that period of time. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time frame and the amount of interest-bearing liabilities maturing or repricing within that same period of time.

In a rising interest rate environment, an institution with a negative gap would generally be expected, absent the effects of other factors, to experience a greater increase in the cost of its interest-bearing liabilities than it would in the yield on its interest-earning assets, thus producing a decline in its net interest income. Conversely, in a declining rate environment, an institution with a negative gap would generally be expected to experience a lesser reduction in the yield on its interest-earning assets than it would in the cost of its interest-bearing liabilities, thus producing an increase in its net interest income.

In a rising interest rate environment, an institution with a positive gap would generally be expected to experience a greater increase in the yield on its interest-earning assets than it would in the cost of its interest-bearing liabilities, thus producing an increase in its net interest income. Conversely, in a declining rate environment, an institution with a positive gap would generally be expected to experience a lesser reduction in the cost of its interest-bearing liabilities than it would in the yield on its interest-earning assets, thus producing a decline in its net interest income.

At March 31, 2020, our

one-year

gap was a negative 11.25%, compared to a negative 12.31% at December 31, 2019. The change in our

one-year

gap reflects an increase in expected prepayments on loans coupled with the addition of the previously mentioned interest rate swap, partially offset by an increase in CDs maturing within one year.

The table on the following page sets forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at March 31, 2020 which, based on certain assumptions stemming from our historical experience, are expected to reprice or mature in each of the future time periods shown. Except as stated below, the amounts of assets and liabilities shown as repricing or maturing during a particular time period were determined in accordance with the earlier of (1) the term to repricing, or (2) the contractual terms of the asset or liability.

The table provides an approximation of the projected repricing of assets and liabilities at March 31, 2020 on the basis of contractual maturities, anticipated prepayments, and scheduled rate adjustments within a three-month period and subsequent selected time intervals. For residential mortgage-related securities, prepayment rates are forecasted at a weighted average CPR of 24.70% per annum; for multi-family and CRE loans, prepayment rates are forecasted at weighted average CPRs of 19.55% and 12.48% per annum, respectively. Borrowed funds were not assumed to prepay.

Savings, interest bearing checking and money market accounts were assumed to decay based on a comprehensive statistical analysis that incorporated our historical deposit experience. Based on the results of this analysis, savings accounts were assumed to decay at a rate of 74% for the first five years and 26% for years six through ten. Interest-bearing checking accounts were assumed to decay at a rate of 90% for the first five years and 10% for years six through ten. The decay assumptions reflect the prolonged low interest rate environment and the uncertainty regarding future depositor behavior. Including those accounts having specified repricing dates, money market accounts were assumed to decay at a rate of 92% for the first five years and 8% for years six through ten.


	At March 31, 2020
(dollars in thousands)	Three Months or Less			Four to Twelve Months			More Than One Year to Three Years			More Than Three Years to Five Years			More Than Five Years to 10 Years			More Than 10 Years			Total
INTEREST-EARNING ASSETS:
Mortgage and other loans (1)	$	6,184,609		$	8,927,093		$	16,383,653		$	8,949,833		$	1,797,289		$	—		$	42,242,477
Mortgage-related securities (2)(3)		526,947			509,978			917,980			386,723			613,026			452,888			3,407,542
Other securities (2)		1,743,481			524,784			90,834			31,919			170,555			150,000			2,711,573
Interest-earning cash and cash equivalents		786,229			—			—			—			—			—			786,229

Total interest-earning assets		9,241,266			9,961,855			17,392,467			9,368,475			2,580,870			602,888			49,147,821

INTEREST-BEARING LIABILITIES:
Interest-bearing checking and money market accounts		5,842,765			951,972			1,605,642			820,202			960,671			—			10,181,252
Savings accounts		1,117,187			1,314,752			738,994			513,688			1,271,049			—			4,955,670
Certificates of deposit		5,894,292			7,772,063			284,911			190,711			235			—			14,142,212
Borrowed funds		1,413,926			1,000,000			3,547,661			550,000			8,280,000			141,240			14,932,827

Total interest-bearing liabilities		14,268,170			11,038,787			6,177,208			2,074,601			10,511,955			141,240			44,211,961

Interest rate sensitivity gap per period (4)	$	(5,026,904	)	$	(1,076,932	)	$	11,215,259		$	7,293,874		$	(7,931,085	)	$	461,648		$	4,935,860

Cumulative interest rate sensitivity gap	$	(5,026,904	)	$	(6,103,836	)	$	5,111,423		$	12,405,297		$	4,474,212		$	4,935,860

Cumulative interest rate sensitivity gap as a percentage of total assets		(9.26	)%		(11.25	)%		9.42	%		22.86	%		8.25	%		9.10	%
Cumulative net interest-earning assets as a percentage of net interest-bearing liabilities		(11.37	)%		(13.81	)%		11.56	%		28.06	%		10.12	%		11.16	%

(1)	For the purpose of the gap analysis, non-performing loans and the allowances for loan losses have been excluded.

(2)	Mortgage-related and other securities, including FHLB stock, are shown at their respective carrying amounts.

(3)	Expected amount based, in part, on historical experience.

(4)	The interest rate sensitivity gap per period represents the difference between interest-earning assets and interest-bearing liabilities.

Prepayment and deposit decay rates can have a significant impact on our estimated gap. While we believe our assumptions to be reasonable, there can be no assurance that the assumed prepayment and decay rates will approximate actual future loan and securities prepayments and deposit withdrawal activity.

To validate our prepayment assumptions for our multi-family and CRE loan portfolios, we perform a monthly analysis, during which we review our historical prepayment rates and compare them to our projected prepayment rates. We continually review the actual prepayment rates to ensure that our projections are as accurate as possible, since prepayments on these types of loans are not as closely correlated to changes in interest rates as prepayments on

one-to-four

family loans tend to be. In addition, we review the call provisions, if any, in our borrowings and investment portfolios and, on a monthly basis, compare the actual calls to our projected calls to ensure that our projections are reasonable.

As of March 31, 2020, the impact of a 100 bp decline in market interest rates for our loans would have increased our projected prepayment rates for multi-family and CRE loans by a constant prepayment rate of 7.11% per annum. Conversely, the impact of a 100 bp increase in market interest rates would have decreased our projected prepayment rates for multi-family and CRE loans by a constant prepayment rate of 7.56% per annum.

Certain shortcomings are inherent in the method of analysis presented in the preceding Interest Rate Sensitivity Analysis. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of the market, while interest rates on other types may lag behind changes in market interest rates. Additionally, certain assets, such as adjustable-rate loans, have features that restrict changes in interest rates both on a short-term basis and over the life of the asset. Furthermore, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate from those assumed in calculating the table. Also, the ability of some borrowers to repay their adjustable-rate loans may be adversely impacted by an increase in market interest rates.

Interest rate sensitivity is also monitored through the use of a model that generates estimates of the change in our Economic Vale of Equity (“EVE”) over a range of interest rate scenarios. EVE is defined as the net present value of expected cash flows from assets, liabilities, and

off-balance

sheet contracts. The EVE ratio, under any interest rate scenario, is defined as the EVE in that scenario divided by the market value of assets in the same scenario. The model assumes estimated loan prepayment rates, reinvestment rates, and deposit decay rates similar to those utilized in formulating the preceding Interest Rate Sensitivity Analysis.

Based on the information and assumptions in effect at March 31, 2020, the following table reflects the estimated percentage change in our EVE, assuming the changes in interest rates noted:


Change in Interest Rates (in basis points) (1)	Estimated Percentage Change in Economic Value of Equity
+100		(0.34	)%
+200		(9.01	)%

(1)	The impact of a 100 bp and a 200 bp reduction in interest rates is not presented in view of the current level of the federal funds rate and other short-term interest rates.

The net changes in EVE presented in the preceding table are within the parameters approved by the Boards of Directors of the Company and the Bank.

As with the Interest Rate Sensitivity Analysis, certain shortcomings are inherent in the methodology used in the preceding interest rate risk measurements. Modeling changes in EVE requires that certain assumptions be made which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the EVE Analysis presented above assumes that the composition of our interest rate sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured, and also assumes that a particular change in interest rates is reflected uniformly across the yield curve, regardless of the duration to maturity or repricing of specific assets and liabilities. Furthermore, the model does not take into account the benefit of any strategic actions we may take to further reduce our exposure to interest rate risk. Accordingly, while the EVE Analysis provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net interest income, and may very well differ from actual results.

We also utilize an internal net interest income simulation to manage our sensitivity to interest rate risk. The simulation incorporates various market-based assumptions regarding the impact of changing interest rates on future levels of our financial assets and liabilities. The assumptions used in the net interest income simulation are inherently uncertain. Actual results may differ significantly from those presented in the following table, due to the frequency, timing, and magnitude of changes in interest rates; changes in spreads between maturity and repricing categories; and prepayments, among other factors, coupled with any actions taken to counter the effects of any such changes.

Based on the information and assumptions in effect at March 31, 2020, the following table reflects the estimated percentage change in future net interest income for the next twelve months, assuming the changes in interest rates noted:


Change in Interest Rates (in basis points) (1)(2)	Estimated Percentage Change in Future Net Interest Income
+100		(1.94	)%
+200		(3.91	)%

(1)	In general, short- and long-term rates are assumed to increase in parallel fashion across all four quarters and then remain unchanged.

(2)	The impact of a 100 bp and a 200bp reduction in interest rates is not presented in view of the current level of the federal funds rate and other short-term interest rates.

Future changes in our mix of assets and liabilities may result in greater changes to our gap, NPV, and/or net interest income simulation.

In the event that our NPV and net interest income sensitivities were to breach our internal policy limits, we would undertake the following actions to ensure that appropriate remedial measures were put in place:

•

Our ALCO Committee would inform the Board of Directors of the variance, and present recommendations to the Board regarding proposed courses of action to restore conditions to within-policy tolerances.

•

In formulating appropriate strategies, the ALCO Committee would ascertain the primary causes of the variance from policy tolerances, the expected term of such conditions, and the projected effect on capital and earnings.

Where temporary changes in market conditions or volume levels result in significant increases in risk, strategies may involve reducing open positions or employing synthetic hedging techniques to more immediately reduce risk exposure. Where variance from policy tolerances is triggered by more fundamental imbalances in the risk profiles of core loan and deposit products, a remedial strategy may involve restoring balance through natural hedges to the extent possible before employing synthetic hedging techniques. Other strategies might include:

•

Asset restructuring, involving sales of assets having higher risk profiles, or a gradual restructuring of the asset mix over time to affect the maturity or repricing schedule of assets;

•

Liability restructuring, whereby product offerings and pricing are altered or wholesale borrowings are employed to affect the maturity structure or repricing of liabilities;

•

Expansion or shrinkage of the balance sheet to correct imbalances in the repricing or maturity periods between assets and liabilities; and/or

•

Use or alteration of

off-balance

sheet positions, including interest rate swaps, caps, floors, options, and forward purchase or sales commitments.

In connection with our net interest income simulation modeling, we also evaluate the impact of changes in the slope of the yield curve. At March 31, 2020, our analysis indicated that an immediate inversion of the yield curve would be expected to result in a 9.79% decrease in net interest income; conversely, an immediate steepening of the yield curve would be expected to result in a 2.72% increase in net interest income. It should be noted that the yield curve changes in these scenarios were updated, given the changing market rate environment, which resulted in an increase in the income sensitivity.

Liquidity

We manage our liquidity to ensure that cash flows are sufficient to support our operations, and to compensate for any temporary mismatches between sources and uses of funds caused by variable loan and deposit demand.

We monitor our liquidity daily to ensure that sufficient funds are available to meet our financial obligations. Our most liquid assets are cash and cash equivalents, which totaled $1.3 billion and $741.9 million, respectively, at March 31, 2020 and December 31, 2019. As in the past, our portfolios of loans and securities provided liquidity in the first three months of the year, with cash flows from the repayment and sale of loans totaling $2.3 billion and cash flows from the repayment and sale of securities totaling $798.1 million.

Additional liquidity stems from the retail, institutional, and municipal deposits we gather and from our use of wholesale funding sources, including brokered deposits and wholesale borrowings. We also have access to the Bank’s approved lines of credit with various counterparties, including the

FHLB-NY.

The availability of these wholesale funding sources is generally based on the available amount of mortgage loan collateral under a blanket lien we have pledged to the respective institutions and, to a lesser extent, the available amount of securities that may be pledged to collateralize our borrowings. At March 31, 2020, our available borrowing capacity with the

FHLB-NY

was $7.7 billion. In addition, the Bank had $5.5 billion of

available-for-sale

securities, at that date, of which $4.0 billion was unencumbered.

Furthermore, the Bank has agreements with the

FRB-NY

that enables it to access the discount window as a further means of enhancing their liquidity if need be. In connection with their agreements, the Bank pledged certain loans and securities to collateralize any funds they may borrow. At March 31, 2020, the maximum amount the Bank could borrow from the

FRB-NY

was $1.1 billion. There were no borrowings against either of these lines of credit at that date.

Our primary investing activity is loan production. In the first three months of 2020, the volume of loans originated for investment was $2.7 billion. During this time, the net cash used in investing activities totaled $104.3 million. Our operating activities provided net cash

of $130.7 million, while the net cash provided by our financing activities totaled $565.9 million.

CDs due to mature in one year or less as of March 31, 2020 totaled $13.7 billion, representing 96.6% of total CDs at that date. Our ability to retain these CDs and to attract new deposits depends on numerous factors, including customer satisfaction, the rates of interest we pay on our deposits, the types of products we offer, and the attractiveness of their terms. However, there are times when we may choose not to compete for such deposits, depending on the availability of lower-cost funding, the competitiveness of the market and its impact on pricing, and our need for such deposits to fund loan demand, as previously discussed.

The Parent Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to operating expenses and any share repurchases, the Parent Company is responsible for paying dividends declared to our shareholders. As a Delaware corporation, the Parent Company is able to pay dividends either from surplus or, in case there is no surplus, from net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

The Parent Company’s ability to pay dividends may also depend, in part, upon dividends it receives from the Bank. The ability of the Community Bank to pay dividends and other capital distributions to the Parent Company is generally limited by New York State Banking Law and regulations, and by certain regulations of the FDIC. In addition, the Superintendent of the New York State Department of Financial Services (the “Superintendent”), the FDIC, and the FRB, for reasons of safety and soundness, may prohibit the payment of dividends that are otherwise permissible by regulations.

Under New York State Banking Law, a New York State-chartered stock-form savings bank or commercial bank may declare and pay dividends out of its net profits, unless there is an impairment of capital. However, the approval of the Superintendent is required if the total of all dividends declared in a calendar year would exceed the total of a bank’s net profits for that year, combined with its retained net profits for the preceding two years.

In the three months ended March 31, 2020, the Bank paid dividends totaling $95.0 million to the Parent Company, leaving $148.3 million they could dividend to the Parent Company without regulatory approval at that date. Additional sources of liquidity available to the Parent Company at March 31, 2020 included $156.5 million in cash and cash equivalents. If the Bank was to apply to the Superintendent for approval to make a dividend or capital distribution in excess of the dividend amounts permitted under the regulations, there can be no assurance that such application would be approved.

Capital Position

On March 17, 2017, we issued 515,000 shares of preferred stock. The offering generated capital of $502.8 million, net of underwriting and other issuance costs, for general corporate purposes, with the bulk of the proceeds being distributed to the Community Bank.

On October 24, 2018, the Company announced that it had received regulatory approval to repurchase its common stock. Accordingly, the Board of Directors approved a $300 million common share repurchase program. The repurchase program was funded through the issuance of a like amount of subordinated notes. As of March 31, 2020, the Company has repurchased a total of 26.5 million shares at an average price of $9.70 or an aggregate purchase price of $256.8 million, leaving $43.1 million remaining under the current authorization.

Stockholders’ equity, common stockholders’ equity, and tangible common stockholders’ equity include AOCL, which decreased $47.7 million from the balance at the end of last year and decreased $23.6 million from the

year-ago

quarter to $80.6 million at March 31, 2020. The

year-to-date

decrease was primarily the result of a $12.7 million change in the net unrealized gain (loss) on

available-for-sale

securities, net of tax, and a $36.4 million decrease in the net unrealized loss on cash flow hedges, net of tax, to $35.5 million.

Regulatory Capital

In March 2020, as part of the response to the

COVID-19

pandemic, the Federal Banking Agencies announced an interim final rule (“2020 CECL IFR”) that provides banking organizations, as an alternative to the 2018 CECL Transition Election, an optional five-year transition period to phase in the impact of CECL on regulatory capital (the “2020 CECL Transition Election”). The 2020 CECL IFR became effective as of March 31, 2020 although the comment period does not end until May 15, 2020.

Pursuant to the 2020 CECL IFR, banking organizations may elect to delay the estimated impact of CECL on regulatory capital and then phase in the estimated cumulative impact of the initial

two-year

delay over the next three years. The estimated cumulative impact of CECL, which will be phased in during the three-year transition period, includes the

after-tax

impact of adopting the CECL standard and the estimated impact of CECL in the initial two years thereafter. The 2020 CECL IFR introduced a uniform “scaling factor” of 25% for estimating the impact of CECL during the initial two years. The 25% “scaling factor” is an approximation of the impact of differences in credit loss allowances reflected under the CECL standard versus the incurred loss methodology. The Company has elected to delay the estimated impact of CECL on regulatory capital.

At March 31, 2020, our capital measures continued to exceed the minimum federal requirements for a bank holding company and for a bank. The following table sets forth our common equity tier 1, tier 1 risk-based, total risk-based, and leverage capital amounts and ratios on a consolidated basis and for the Bank on a stand-alone basis, as well as the respective minimum regulatory capital requirements, at that date:

Regulatory Capital Analysis (the Company)


	Risk-Based Capital
At March 31, 2020	Common Equity Tier 1					Tier 1					Total					Leverage Capital
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital	$	3,804,839		9.81	%	$	4,307,678		11.10	%	$	5,106,554		13.16	%	$	4,307,678		8.47	%
Minimum for capital adequacy purposes		1,745,825		4.50			2,327,766		6.00			3,103,689		8.00			2,034,058		4.00

Excess	$	2,059,014		5.31	%	$	1,979,912		5.10	%	$	2,002,865		5.16	%	$	2,273,620		4.47	%

At March 31, 2020, our total risk-based capital ratio exceeded the minimum requirement for capital adequacy purposes by 516 bp and the fully-phased in capital conservation buffer by 266 bp.

Regulatory Capital Analysis (New York Community Bank)


	Risk-Based Capital
At March 31, 2020	Common Equity Tier 1					Tier 1					Total					Leverage Capital
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital	$	4,802,347		12.38	%	$	4,802,347		12.38	%	$	4,958,834		12.79	%	$	4,802,347		9.45	%
Minimum for capital adequacy purposes		1,745,065		4.50			2,326,754		6.00			3,102,339		8.00			2,033,380		4.00

Excess	$	3,057,282		7.88	%	$	2,475,593		6.38	%	$	1,856,495		4.79	%	$	2,768,967		5.45	%

The Bank also exceeded the minimum capital requirements to be categorized as “Well Capitalized.” To be categorized as well capitalized, a bank must maintain a minimum common equity tier 1 ratio of 6.50%; a minimum tier 1 risk-based capital ratio of 8.00%; a minimum total risk-based capital ratio of 10.00%; and a minimum leverage capital ratio of 5.00%.

Earnings Summary for the Three Months Ended March 31, 2020

For the three months ended March 31, 2020, the Company reported net income of $100.3 million, up 3% compared to the $97.6 million reported for the three months ended March 31, 2019. Results include a provision for credit losses of $20.6 million due to the application of CECL. Net income available to common shareholders for the three months ended March 31, 2020 totaled $92.1 million, also up 3% compared to the $89.4 million reported in the three months ended March 31, 2019. On a per share basis, diluted EPS for the current first quarter were $0.20, up 5% compared to the $0.19 per diluted EPS reported for the

year-ago

first quarter.

Net Interest Income

Net interest income is our primary source of income. Its level is a function of the average balance of our interest-earning assets, the average balance of our interest-bearing liabilities, and the spread between the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and mix of our interest-earning assets and our interest-bearing liabilities which, in turn, are impacted by various external factors, including the local economy, competition for loans and deposits, the monetary policy of the FOMC, and market interest rates.

Net interest income is also influenced by the level of prepayment income primarily generated in connection with the prepayment of our multi-family and CRE loans, as well as securities. Since prepayment income is recorded as interest income, an increase or decrease in its level will also be reflected in the average yields (as applicable) on our loans, securities, and interest-earning assets, and therefore in our interest rate spread and net interest margin.

It should be noted that the level of prepayment income on loans recorded in any given period depends on the volume of loans that refinance or prepay during that time. Such activity is largely dependent on such external factors as current market conditions, including real estate values, and the perceived or actual direction of market interest rates. In addition, while a decline in market interest rates may trigger an increase in refinancing and, therefore, prepayment income, so too may an increase in market interest rates. It is not unusual for borrowers to lock in lower interest rates when they expect, or see, that market interest rates are rising rather than risk refinancing later at a still higher interest rate.

Linked-Quarter and Year-Over-Year Comparison

Both the year-over-year and sequential improvement in our net interest income was primarily attributable to a decrease in the Company’s cost of funds, leading to a lower level of interest expense. The decrease in funding costs is a result of the FOMC lowering its federal funds target rate three times during 2019 and lowering it again, during the month of March, to near zero. This was slightly offset by lower yields on our loan portfolio and in the securities portfolio.

Details of the decline in net interest income follow:

•

Interest income of $441.0 million declined $9.6 million compared to the previous quarter and $5.1 million compared to the

year-ago

quarter. Interest income on loans totaled $392.0 million, down $1.7 million on a linked-quarter basis, but up $12.1 million on a year-over-year basis. Interest income on securities was $47.3 million in the current first quarter, down $7.2 million sequentially and down $13.8 million on a year-over-year basis.

•

The decline in interest income on a linked-quarter basis was driven by a 14 basis point decrease in the average yield on interest-earning assets to 3.64% and a 16 basis point decline on a year-over-year basis. This was offset by an increase in average interest-earning assets to $48.5 billion, up $830.7 million on a linked-quarter basis and up $1.5 billion on a year-over-year basis. This increase was largely attributable to growth in our loan portfolio. Average loans increased $841.0 million sequentially and $1.6 billion on a year-over-year basis to $41.5 billion.

•

Interest expense totaled $196.6 million during the current first quarter, down $11.6 million on a linked-quarter basis and $8.3 million on a year-over-year basis. This was largely due to a decline in our cost of deposits, and to a lesser extent, our borrowing costs.

Net Interest Margin

The direction of the Company’s net interest margin was consistent with that of its net interest income, and generally was driven by the same factors as those described above. At 2.01%, the margin was three basis points narrower than the trailing-quarter measure and two basis points narrower than the margin recorded in the

first quarter of last year.

The following table summarizes the contribution of loan and securities prepayment income on the Company’s interest income and net interest margin in the periods noted:


	For the Three Months Ended									March 31, 2020 compared to
	March 31,			Dec. 31,			March 31,			Dec. 31,			March 31,
	2020			2019			2019			2019			2019
(dollars in thousands)
Total Interest Income	$	441,042		$	450,683		$	446,174			-2	%		-1	%
Prepayment Income:
Loans	$	10,189		$	15,422		$	9,341			-34	%		9	%
Securities		348			2,431			227			-86	%		53	%

Total prepayment income	$	10,537		$	17,853		$	9,568			-41	%		10	%

GAAP Net Interest Margin		2.01	%		2.04	%		2.03	%		-3	bp		-2	bp
Less:
Prepayment income from loans		9	bp		12	bp		8	bp		-3	bp		1	bp
Prepayment income from securities		—			2			—			-2	bp		0	bp

Total prepayment income contribution to and subordinated debt impact on net interest margin		9	bp		14	bp		8	bp		-5	bp		1	bp

Adjusted Net Interest Margin (non-GAAP)		1.92	%		1.90	%		1.95	%		2	bp		-3	bp

(1)	“Adjusted net interest margin” is a non-GAAP financial measure as more fully discussed below.

While our net interest margin, including the contribution of prepayment income, is recorded in accordance with GAAP, adjusted net interest margin, which excludes the contribution of prepayment income, is not. Nevertheless, management uses this

non-GAAP

measure in its analysis of our performance, and believes that this

non-GAAP

measure should be disclosed in this report and other investor communications for the following reasons:

Adjusted net interest margin gives investors a better understanding of the effect of prepayment income on our net interest margin. Prepayment income in any given period depends on the volume of loans that refinance or prepay, or securities that prepay, during that period. Such activity is largely dependent on external factors such as current market conditions, including real estate values, and the perceived or actual direction of market interest rates.

Adjusted net interest margin is among the measures considered by current and prospective investors, both independent of, and in comparison with, our peers.

Adjusted net interest margin should not be considered in isolation or as a substitute for net interest margin, which is calculated in accordance with GAAP. Moreover, the manner in which we calculate this

non-GAAP

measure may differ from that of other companies reporting a

non-GAAP

measure with a similar name.

The following table sets forth certain information regarding our average balance sheet for the quarters indicated, including the average yields on our interest-earning assets and the average costs of our interest-bearing liabilities. Average yields are calculated by dividing the interest income produced by the average balance of interest-earning assets. Average costs are calculated by dividing the interest expense produced by the average balance of interest-bearing liabilities. The average balances for the quarters are derived from average balances that are calculated daily. The average yields and costs include fees, as well as premiums and discounts (including

mark-to-market

adjustments from acquisitions), that are considered adjustments to such average yields and costs.

Net Interest Income Analysis

(unaudited)


	For the Three Months Ended
	March 31, 2020							December 31, 2019							March 31, 2019
	Average Balance		Interest		Average Yield/Cost			Average Balance		Interest		Average Yield/ Cost			Average Balance		Interest		Average Yield/Cost
(dollars in thousands)
Assets:
Interest-earning assets:
Mortgage and other loans, net	$	41,511,176	$	391,911		3.78	%	$	40,670,220	$	393,660		3.87	%	$	39,890,669	$	379,790		3.81	%
Securities		6,347,320		47,276		2.98			6,409,279		54,434		3.39			6,263,933		61,037		3.91
Interest-earning cash and cash equivalents		662,899		1,855		1.13			611,176		2,589		1.68			892,187		5,347		2.43

Total interest-earning assets		48,521,395		441,042		3.64			47,690,675		450,683		3.78			47,046,789		446,174		3.80
Non-interest- earning assets		4,887,109							4,787,016							4,570,768

Total assets	$	53,408,504						$	52,477,691						$	51,617,557

Liabilities and Stockholders’ Equity:
Interest-bearing deposits:
Interest-bearing checking and money market accounts	$	10,070,100	$	28,564		1.14	%	$	9,857,399	$	33,951		1.37	%	$	11,478,820	$	50,159		1.77	%
Savings accounts		4,833,600		8,934		0.74			4,800,951		9,435		0.78			4,669,824		8,083		0.70
Certificates of deposit		14,120,484		79,555		2.27			14,200,266		84,874		2.37			12,298,274		67,775		2.23

Total interest-bearing deposits		29,024,184		117,053		1.62			28,858,616		128,260		1.76			28,446,918		126,017		1.80
Borrowed funds		14,439,309		79,522		2.21			13,645,755		79,953		2.33			13,491,860		78,832		2.37

Total interest-bearing liabilities		43,463,493		196,575		1.82			42,504,371		208,213		1.94			41,938,778		204,849		1.98
Non-interest- bearing deposits		2,569,331							2,683,164							2,477,420
Other liabilities		684,808							599,780							594,077

Total liabilities		46,717,632							45,787,315							45,010,275
Stockholders’ equity		6,690,872							6,690,376							6,607,282

Total liabilities and stockholders’ equity	$	53,408,504						$	52,477,691						$	51,617,557

Net interest income/interest rate spread			$	244,467		1.82	%			$	242,470		1.84	%			$	241,325		1.82	%

Net interest margin						2.01	%						2.04	%						2.03	%

Ratio of interest-earning assets to interest-bearing liabilities						1.12x							1.12x							1.12x

(1)	Amounts are net of net deferred loan origination costs/(fees) and the allowances for loan and lease losses, and include loans held for sale and non-performing loans.

(2)	Amounts are at amortized cost.

(3)	Includes FHLB stock.

Provision for (Recovery of) Credit Losses

During the first quarter of 2020, the Company reported a provision for credit losses of $20.6 million compared to a provision for credit losses of $1.7 million in the previous quarter and a recovery for credit losses of $1.2 million in the

year-ago

quarter. The increase in the provision for credit losses during the current first quarter reflects the implementation of the CECL methodology. This methodology reflects the impact of a deterioration in forecasted, future economic conditions due to the

COVID-

19 pandemic.

For additional information about our provisions for and recoveries of loan losses, see the discussion of the allowances for loan losses under “Critical Accounting Policies” and the discussion of “Asset Quality” that appear earlier in this report.

Non-Interest

Income

We generate

non-interest

income through a variety of sources, including—among others— fee income (in the form of retail deposit fees and charges on loans); income from our investment in BOLI; gains on the sale of securities; and revenues produced through the sale of third-party investment products.

For the three months ended March 31, 2020,

non-interest

income totaled $16.9 million, down modestly compared to the previous quarter and down 32% compared to the

year-ago

quarter. Included in the

year-ago

quarter’s results were approximately $7.0 million net gain on securities compared to a net gain on securities of $534,000 during the current first quarter and a net loss on securities of $30,000 in the fourth quarter of last year.

The following table summarizes our

non-interest

income for the respective periods:

Non-Interest

Income Analysis


	For the Three Months Ended
(in thousands)	March 31, 2020		December 31, 2019			March 31, 2019
Fee income	$	7,018	$	7,002		$	7,228
BOLI income		7,389		8,118			6,975
Net gain (loss) on securities		534		(30	)		6,987
Other income:
Third-party investment product sales		1,277		1,225			2,896
Other		681		1,147			699

Total other income		1,958		2,372			3,595

Total non-interest income	$	16,899	$	17,462		$	24,785

Non-Interest

Expense

Our

non-interest

expenses continued to trend lower. Total

non-interest

expense for the three months ended March 31, 2020 was $125.5 million, down 0.5% compared to the prior quarter and down 10% compared to the

year-ago

quarter and down 2% annualized compared to the previous quarter. In the current first quarter,

non-interest

expense included a $4.4 million benefit related to a lease termination. In the first quarter of 2019,

non-interest

expense included $9.0 million of certain expenses related to severance and branch rationalization costs.

Income Tax Expense

The CARES Act included certain tax provisions for corporations, one of which is the temporary carry back of tax losses. Accordingly, the Company recognized a $13.1 million tax benefit related to its tax loss carryback as provided by the CARES Act.

Income tax expense for the three months ended March 31, 2020 was $14.9 million compared to $31.0 million for both the three months ended December 31, 2019 and March 31, 2019. This translates into an effective tax rate of 12.94% for the current quarter compared to an effective tax rate of 23.43% in the previous quarter and 24.10% in the

year-ago

quarter.

ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about the Company’s market risk were presented on pages 71 through 75 of our 2019 Annual Report on Form

10-K,

filed with the SEC on February 28, 2020. Subsequent changes in the Company’s market risk profile and interest rate sensitivity are detailed in the discussion entitled “Management of Market and Interest Rate Risk” earlier in this quarterly report.

ITEM

4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (the “SEC’s”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule

13a-15(b),

as adopted by the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period.

(b) Changes in Internal Control over Financial Reporting

The adoption of CECL resulted in new procedures and introduced new controls over financial reporting. However, the internal controls for CECL, are substantially similar to the internal controls used prior to the adoption of CECL. As a result, we concluded there were no changes in the Company’s internal controls over financial reporting during the three months ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various legal actions arising in the ordinary course of its business. All such actions in the aggregate involve amounts that are believed by management to be immaterial to the financial condition and results of operations of the Company.

Item 1A. Risk Factors

In addition to the other information set forth in this report, readers should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2019, as such factors could materially affect the Company’s business, financial condition, or future results of operations.

The following additional risk factor supplements the risk factors disclosed in Part I “Item 1A. Risk Factors” in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2019.

The

COVID-19

Pandemic May Have a Material Impact on Our Results of Operations

The

COVID-19

pandemic is negatively impacting economic activity, the financial markets, and commerce, both globally and within the United States. In our market area, the governor of New York has issued an order that, among other things, requires residents to stay in their homes and permits them to leave only to conduct certain essential activities or to travel to work and close all

non-essential

businesses to the general public. These

stay-at-home

order and travel restrictions – and similar orders imposed across the United States to restrict the spread of

COVID-19

– have resulted in significant business and operational disruptions, including business closures, supply chain disruptions, and mass layoffs and furloughs. Moreover, the rapid pace at which these issues are developing could overwhelm our ability to deal with them in a timely manner. The Company’s results of operations may be materially impacted if businesses remain closed for an extended period of time or unemployment remains at elevated levels for an extended period of time.

As an essential business, we have implemented business continuity plans and continue to provide financial services to clients, while taking health and safety measures such as transitioning most

in-person

customer transactions to our drive-thru facilities and limiting access to the interior of our facilities, frequent cleaning of our facilities, and using a remote workforce where possible. Despite these safeguards, we may nonetheless experience business disruptions.

The continued spread of

COVID-19

and the efforts to contain the virus, including

stay-at-home

orders and travel restrictions, could:

•

cause changes in consumer and business spending, borrowing and saving habits, which may affect the demand for loans and other products and services we offer, as well as the creditworthiness of potential and current borrowers;

•

cause our borrowers to be unable to meet existing payment obligations, particularly those borrowers that may be disproportionately affected by business shut downs and travel restrictions resulting in increases in loan delinquencies, problem assets, and foreclosures;

•

result in the lack of property transactions and asset sales;

•

cause the value of collateral for loans, especially real estate, to decline in value;

•

reduce the availability and productivity of our employees;

•

require us to increase our allowance for loan and lease losses;

•

cause our vendors and counterparties to be unable to meet existing obligations to us;

•

negatively impact the business and operations of third party service providers that perform critical services for our business;

•

cause us to recognize impairment of our goodwill;

•

result in a downgrade in our credit ratings;

•

prevent us from satisfying our minimum capital and other regulatory requirements;

•

impede our ability to close mortgage loans, if appraisers and title companies are unable to perform their functions; and

•

cause the value of our securities portfolio to decline.

Any one or a combination of the above events could have a material, adverse effect on our business, financial condition, and results of operations.

Moreover, our success and profitability is substantially dependent upon the management skills of our executive officers, many of whom have held officer positions with us for many years. The unanticipated loss or unavailability of key employees due to

COVID-19

could harm our ability to operate our business or execute our business strategy.

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

Shares Repurchased Pursuant to the Company’s Stock-Based Incentive Plans

Participants in the Company’s stock-based incentive plans may have shares of common stock withheld to fulfill the income tax obligations that arise in connection with the vesting of their stock awards. Shares that are withheld for this purpose are repurchased pursuant to the terms of the applicable stock-based incentive plan, rather than pursuant to the share repurchase program authorized by the Board of Directors, described below.

Shares Repurchased Pursuant to the Board of Directors’ Share Repurchase Authorization

On October 23, 2018, the Board of Directors authorized the repurchase of up to $300 million of the Company’s common stock. Under said authorization, shares may be repurchased on the open market or in privately negotiated transactions.

Shares that are repurchased pursuant to the Board of Directors’ authorization, and those that are repurchased pursuant to the Company’s stock-based incentive plans, are held in our Treasury account and may be used for various corporate purposes, including, but not limited to, merger transactions and the vesting of restricted stock awards.

During the first quarter of the year, the Company repurchased $37.2 million or 3.3 million shares of its common stock under its recently authorized share repurchase program. Included in the above, the Company allocated 724,343 shares or $8.2 million toward the repurchase of shares tied to its stock-based incentive plans.


(dollars in thousands, except per share data)
First Quarter 2020	Total Shares of Common Stock Repurchased		Average Price Paid per Common Share		Total Allocation
January 1 – January 31		2,276,097	$	11.86	$	26,994
February 1 – February 29		317		11.19		3
March 1 – March 31		1,030,769		9.86		10,162

Total shares repurchased		3,307,183		11.24	$	37,159

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits


Exhibit No.

	3.1	Amended and Restated Certificate of Incorporation. (1)

	3.2	Certificates of Amendment of Amended and Restated Certificate of Incorporation. (2)

	3.3	Certificate of Amendment of Amended and Restated Certificate of Incorporation. (3)

	3.4	Certificate of Designations of the Registrant with respect to the Series A Preferred Stock, dated March 16, 2017, filed with the Secretary of State of the State of Delaware and effective March 16, 2017. (4)

	3.5	Amended and Restated Bylaws. (5)

	4.1	Specimen Stock Certificate. (6)

	4.2	Deposit Agreement, dated as of March 16, 2017, by and among the Registrant, Computershare, Inc., and Computershare Trust Company, N.A., as joint depositary, and the holders from time to time of the depositary receipts described therein. (7)

	4.3	Form of certificate representing the Series A Preferred Stock. (7)

	4.4	Form of depositary receipt representing the Depositary Shares. (7)

	4.5	Registrant will furnish, upon request, copies of all instruments defining the rights of holders of long-term debt instruments of the registrant and its consolidated subsidiaries.

	10.1	Consulting Agreement between New York Community Bancorp, Inc. and James J. Carpenter. *

	31.1	Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (attached hereto).

	31.2	Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (attached hereto).

	32.0	Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (attached hereto).

	101	INS. XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.

	101	SCH. XBRL Taxonomy Extension Schema Document.

	101	CAL. XBRL Taxonomy Extension Calculation Linkbase Document.

	101	DEF. XBRL Taxonomy Extension Definition Linkbase Document.

	101	LAB. XBRL Taxonomy Extension Label Linkbase Document.

	101	PRE. XBRL Taxonomy Extension Presentation Linkbase Document.

	104	The cover page of New York Community Bancorp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL (included within the Exhibit 101 attachments).

*	Management plan or compensation plan arrangement.

(1)	Incorporated by reference to Exhibits filed with the Company’s Form 10-Q for the quarterly period ended March 31, 2001 (File No. 0-22278).

(2)	Incorporated by reference to Exhibits filed with the Company’s Form 10-K for the year ended December 31, 2003 (File No. 1-31565).

(3)	Incorporated by reference to Exhibits to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 27, 2016 (File No. 1-31565).

(4)	Incorporated by reference to Exhibits of the Company’s Registration Statement on Form 8-A (File No. 333-210919), as filed with the Securities and Exchange Commission on March 16, 2017.

(5)	Incorporated by reference to Exhibits filed with the Company’s Form 10-K for the year ended December 31, 2016 (File No. 1-31565).

(6)	Incorporated by reference to Exhibits filed with the Company’s Form 10-Q for the quarterly period ended September 30, 2017 (File No. 1-31565).

(7)	Incorporated by reference to Exhibits filed with the Company’s Form 8-K filed with the Securities and Exchange Commission on March 17, 2017 (File No. 1-31565).

NEW YORK COMMUNITY BANCORP, INC.

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.


		New York Community Bancorp, Inc.
		(Registrant)

DATE: May 11, 2020	BY:	/s/ Joseph R. Ficalora
		Joseph R. Ficalora President, Chief Executive Officer, and Director

DATE: May 11, 2020	BY:	/s/ Thomas R. Cangemi
		Thomas R. Cangemi Senior Executive Vice President and Chief Financial Officer