Docoh
Loading...

CLBK Columbia Financial

Filed: 1 Mar 21, 4:40pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark one)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2020

or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____

Commission File Number: 001-38456

COLUMBIA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware22-3504946
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer Identification No)
19-01 Route 208 North,Fair Lawn,New Jersey07410
(Address of principal executive offices)(Zip Code)

(800) 522-4167
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of exchange on which registered
Common stock, par value $0.01 per shareCLBKThe Nasdaq Stock Market LLC
Securities Registered Pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by check mark whether the registrant (l) 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 No

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of, “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller Reporting Company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its managements's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2020 was $582.8 million. The number of shares outstanding of the registrant’s common stock as of February 19, 2021 was 109,673,314.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.



COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Index Annual Report on Form 10-K                



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the quality of our loan and securities portfolios; and
estimates of our risks and future costs and benefits.
These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among other things, the following factors:

general economic conditions, either nationally or in our market area, that are worse than expected;
changes in the interest rate environment that reduce our net interest margin, reduce the fair value of financial instruments or reduce the demand for our loan products;
increased competitive pressures among financial services companies;
changes in consumer spending, borrowing and savings habits;
changes in the quality and composition of our loan or securities portfolios;
changes in real estate market values in our market area;
decreased demand for loan products, deposit flows, competition, or demand for financial services in our market area;
major catastrophes such as earthquakes, floods or other natural or human disasters and infectious disease outbreaks, including the current coronavirus (COVID-19) pandemic, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers and other constituencies;

legislative or regulatory changes that adversely affect our business or changes in the monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board;
our ability to enter new markets successfully and capitalize on growth opportunities;
our ability to grow our franchise through acquisitions and to successfully integrate any acquired entities;
technological changes that may be more difficult or expensive than expected, and our inability to respond to emerging technological trends in a timely manner could have a negative impact on our revenue;
success or consummation of new business initiatives may be more difficult or expensive than expected;
adverse changes in the securities markets;
cyber-attacks, computer viruses and other technological risks that may breach the security of our systems and allow unauthorized access to confidential information;
the inability of third party service providers to perform; and
changes in accounting policies and practices, as may be adopted by bank regulatory agencies or the Financial Accounting Standards Board, the Public Company Accounting Oversight Board and the Securities and Exchange Commission.


1


Any of the forward-looking statements that we make in this report and in other public statements we make may later prove incorrect because of inaccurate assumptions, the factors illustrated above or other factors that we cannot foresee. Consequently, no forward-looking statements can be guaranteed. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.
Further information on other factors that could affect us are included in the section of this Annual Report on Form 10-K captioned “Item 1A: Risk Factors.”


2


PART I

Item I.    Business

General
Columbia Financial, Inc. (“Columbia Financial” or the “Company”) is a Delaware corporation that was organized in March 1997 in connection with the mutual holding company reorganization of Columbia Bank (the “Bank”). Columbia Financial is the holding company of Columbia Bank, a federally chartered stock savings bank. Columbia Bank, MHC (the “MHC”) was also organized in March 1997 under the laws of the United States. In connection with the reorganization, Columbia Financial became the wholly owned subsidiary of Columbia Bank MHC.
The Bank is a federally chartered savings bank founded in 1927. We serve the financial needs of our depositors and the local community as a community-minded, customer service-focused institution. We offer traditional financial services to businesses and consumers in our market areas. We attract deposits from the general public and use those funds to originate a variety of loans, including multifamily and commercial real estate loans, commercial business loans, one-to four-family real estate loans, construction loans, home equity loans and advances, and other consumer loans. We offer title insurance through our wholly-owned subsidiary, First Jersey Title Services, Inc. Wealth management services are offered through a third party relationship.
On April 19, 2018, the Company completed its minority stock offering and, in connection with the consummation of the offering, issued (i) 62,580,155 shares of its common stock to the MHC, (ii) 3,476,675 shares to the Columbia Bank Foundation, the Bank’s charitable foundation, and (iii) 49,832,345 shares to depositors of the Bank, who subscribed for and were allocated shares in the minority stock offering, as well as the Columbia Bank Employee Stock Ownership Plan (“ESOP”).
Effective October 15, 2020, the Bank has elected and has received regulatory approval to operate as a "covered savings association" pursuant to Section 5A of the Home Owners’ Loan Act, as amended, and the regulations of the Office of the Comptroller of the Currency promulgated thereunder. A covered savings association generally has the same rights and privileges as a national bank, and is subject to the same duties, restrictions, penalties, liabilities, conditions, and limitations that would apply to a national bank. Management believes that the key benefits of the Bank's election to operate as a covered savings association include the elimination of the requirement to meet the qualified thrift lender test and that the Bank will no longer be subject to the limits on an aggregate amount of commercial loans that are applicable to savings associations.
Our executive offices are located at 19-01 Route 208 North, Fair Lawn, New Jersey 07410 and our telephone number is (800) 522-4167. Our website address is www.columbiabankonline.com. Information on our website should not be considered a part of this report.
Throughout this report, references to “we,” “us” or “our” refer to the Company or the Bank, or both, as the context indicates.
Recent Acquisition History
Atlantic Stewardship Bank. On November 1, 2019, the Company completed its acquisition of Stewardship Financial Corporation (“Stewardship Financial”) and Atlantic Stewardship Bank, the wholly owned subsidiary of Stewardship Financial. At the effective time of the merger, Stewardship Financial merged with and into the Company in a series of transactions, with the Company as the surviving entity, and immediately thereafter, Atlantic Stewardship Bank merged with and into the Bank, with the Bank as the surviving institution. In addition, at the effective time of the merger, each outstanding share of Stewardship Financial common stock was converted into the right to receive from the Company a cash payment equal to $15.75. The total consideration paid was $136.3 million.

    Roselle Bank. On April 1, 2020, the Company completed its acquisition of RSB Bancorp, MHC, RSB Bancorp, Inc. and Roselle Bank (collectively, the “Roselle Entities”). At the effective time of the merger, (i) RSB Bancorp, MHC merged with and into the MHC, with the MHC as the surviving entity, (ii) RSB Bancorp, Inc. merged with and into the Company, with the Company as the surviving entity; and (iii) Roselle Bank merged with and into the Bank, with the Bank as the surviving institution. In addition, at the effective time of the merger, depositors of Roselle Bank became depositors of the Bank and were afforded the same rights and privileges in the MHC as if their accounts had been established at the Bank on the date established at Roselle Bank. At the effective time of the merger, the Company also issued 4,759,048 additional shares of its common stock to the MHC, representing an amount equal to the fair value of the Roselle Entities, as determined by an independent appraiser.

3


Change in Fiscal Year
On May 22, 2018, the Board of Directors of the Company adopted a resolution to change the Company’s fiscal year end from September 30 to December 31, effective immediately as of the date of the Board resolution. In addition, on May 22, 2018, the Boards of Directors of the MHC and the Bank also adopted resolutions to change the MHC’s and the Bank’s fiscal year ends from September 30 to December 31, effective immediately as of the date of the Board resolutions. On June 15, 2018, the Company filed a transition Quarterly Report on Form 10-Q with the U.S. Securities and Exchange Commission for the three months ended December 31, 2017 in connection with its newly adopted fiscal year end.
Market Area
We are headquartered in Fair Lawn, New Jersey. As of December 31, 2020 we operated 61 full-service banking offices in twelve of New Jersey’s 21 counties. In addition, First Jersey Title Services, Inc., a wholly-owned subsidiary of the Bank, operates in one of our offices in Fair Lawn, New Jersey. We periodically evaluate our network of banking offices to optimize the penetration in our market area. Our business strategy currently includes opening new branches in and around our market area, which may include neighboring states. Our acquisition of Roselle Bank enabled us to enhance our New Jersey market area by expanding into Somerset and Hunterdon counties.
We consider our market area to be the State of New Jersey and the suburbs surrounding both the New York City and Philadelphia metropolitan areas. This area has historically benefited from having a large number of corporate headquarters and a concentration of financial services-related industries located within it. The area also benefits from having a well-educated employment base and a large number of diverse industrial, service, retail and high technology businesses. Other employment is provided by a variety of wholesale trade, manufacturing, federal, state and local governments, hospitals and utilities.
According to a 2020 census projection, the population of our twelve county primary market area totaled approximately nine million. The population in our twelve county market area has increased by 1.0% from 2010 to 2020. According to S&P Global, the weighted average median household income for 2020 for the twelve New Jersey counties that we operate in was $97,516. By contrast, the national median household income for 2020 was $67,761 and the State of New Jersey median income was $89,080. The unemployment rate, not seasonally adjusted, for the State of New Jersey was 4.1% in December 2018, 3.5% in December 2019, and 7.6% in December 2020, which was higher than the national unemployment rate of 3.7% in December 2018 and 6.7% in December 2020, and lower than the national unemployment rate of 3.6% in December 2019. The employment rates significantly increased in 2020 due to the COVID-19 pandemic, but came down from their highest levels experienced earlier in the year.
Competition
We face significant competition in attracting deposits. Many of the nation’s largest financial institutions operate in our market area. Our most direct competition for deposits has historically come from the many banks, thrift institutions and credit unions operating in our market area and, to a lesser extent, from other financial service companies such as brokerage firms and insurance companies. We also face competition for investors’ funds from money market funds, mutual funds and other corporate and government securities.
Our competition for loans comes primarily from the competitors referenced above and from other financial service providers, such as mortgage companies and mortgage brokers. Competition for loans also comes from the increasing number of non-depository financial service companies participating in the mortgage market, such as insurance companies, securities companies, financial technology companies and specialty finance firms, along with federal agencies.
We expect competition to remain intense in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered barriers to entry, allowed banks to expand their geographic reach by providing services over the internet and made it possible for non-depository institutions, including financial technology companies, to offer products and services that traditionally have been provided by banks. Competition for deposits and the origination of loans could limit our growth in the future.
Lending Activities
We offer a variety of loans, including commercial, residential and consumer loans. Our commercial loan portfolio includes multifamily and commercial real estate loans, commercial business loans and construction loans. Our residential loan portfolio includes one-to-four family residential real estate loans and one-to-four family residential construction loans. Our consumer loan portfolio primarily includes home equity loans and advances, and to a lesser extent automobile, personal, unsecured and overdraft lines of credit.
4


We intend to continue to emphasize commercial lending and manage existing credit relationships. In the past two years, we have completed our acquisition of Stewardship Financial and the Roselle Entities and have continued to invest in our lending staff, technology and processes to position the Bank for continued growth. Specifically, in the past year, we have hired additional lenders with significant experience in our market area to expand our commercial real estate and commercial and industrial lending efforts. In addition, we will continue to offer competitive pricing for our one-to-four family loan products and continue to invest in lending staff to market these products in New Jersey, New York and Pennsylvania.

Multifamily and Commercial Real Estate Loans. We originate mortgage loans for the acquisition and refinancing of multifamily properties and nonresidential real estate. At December 31, 2020, multifamily and commercial real estate loans totaled $2.8 billion, or 45.7% of our total loan portfolio. Of this amount, $2.3 billion of loans were used for the purchase, financing and/or refinancing of commercial real estate and the financing of income-producing real estate. These loans are generally non-owner-occupied properties in which 50% or more of the primary source of repayment is derived from rental income from unaffiliated third-parties. Our multifamily loans include loans primarily to finance apartment buildings located in the State of New Jersey, and to a lesser extent, in New York and Pennsylvania. Our commercial real estate loans include loans secured by office buildings, retail shopping centers, medical office buildings, industrial, warehouses, hotels, assisted-living facilities and similar commercial properties.
We offer both fixed and adjustable rate multifamily and commercial real estate loans. We originate these loans generally for terms of up to ten years and with payments generally based on an amortization schedule of up to 30 years for multifamily properties, and up to 25 years for commercial properties, and to a lesser extent, we offer loans with an interest only period of up to two years. Our adjustable rate loans are typically fixed from three to ten years.
When making multifamily and commercial real estate loans, we consider the financial statements and tax returns of the borrower, the borrower’s payment history of its debt, the debt service capabilities of the borrower, the projected cash flows of the real estate, leases for any of the tenants located at the collateral property and the value of the collateral and the strength of the guarantors, if any.
As of December 31, 2020, the average outstanding loan balance within our multifamily loan portfolio was $2.6 million, and the average loan balance within our commercial real estate loan portfolio totaled $1.4 million. At December 31, 2020, our largest multifamily loan was a $50.0 million loan secured by 22 garden style apartment buildings containing 312 total units located in Mercer County, New Jersey. The loan is well-collateralized and was performing in accordance with its original terms at December 31, 2020. As of December 31, 2020, our largest commercial real estate loan was a $22.5 million loan to refinance a retail property anchored by a supermarket located in Bergen County, New Jersey. The loan is well-collateralized and was performing in accordance with its original terms at December 31, 2020.
One-to-Four Family Residential Loans. We offer fixed-rate and adjustable-rate residential mortgage loans. Our fixed-rate mortgage loans have terms of up to 30 years. At December 31, 2020, one-to-four family residential loans totaled $1.9 billion, or 31.5% of our total loan portfolio. We also offer adjustable-rate mortgage loans with interest rates and payments that adjust annually after an initial fixed period of up to seven years. Interest rates and payments on our adjustable-rate loans generally are adjusted to a rate equal to a spread above the U.S. Treasury security index. Our adjustable-rate single-family residential real estate loans generally have a cap of 2% on any increase or decrease in the interest rate at any adjustment date, and a maximum adjustment limit of 5% on any such increase or decrease over the life of the loan. To increase the originations of adjustable-rate loans, we have been originating loans that bear a fixed interest rate for a period of up to seven years (but historically as long as ten years) after which they convert to one-year adjustable-rate loans. Our adjustable-rate loans require that any payment adjustment resulting from a change in the interest rate be sufficient to result in full amortization of the loan by the end of the loan term and, thus, do not permit any of the increased payment to be added to the principal amount of the loan, creating negative amortization. Although we offer adjustable-rate loans with initial rates below the fully indexed rate, loans tied to the one-year constant maturity treasury are underwritten using methods approved by the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or the Federal National Mortgage Association (“Fannie Mae”). We do not offer loans with negative amortization and we do not currently offer interest-only residential mortgage loans.
Borrower demand for adjustable-rate loans compared to fixed-rate loans is a function of the level of interest rates, the expectations of changes in the level of interest rates, and the difference between the interest rates and loan fees offered for fixed-rate mortgage loans as compared to the interest rates and loan fees for adjustable-rate loans. At December 31, 2020, fixed-rate mortgage loans totaled approximately $1.7 billion and adjustable-rate mortgage loans totaled approximately $201.1 million. The loan fees, interest rates and other provisions of mortgage loans are determined by us on the basis of our own pricing criteria and competitive market conditions.
While one-to-four family residential real estate loans are normally originated with up to 30-year terms, such loans typically remain outstanding for substantially shorter periods because borrowers often prepay their loans in full either upon sale of the property pledged as security or upon refinancing the original loan. Therefore, average loan maturity is a function of, among other factors, the level of purchase and sale activity in the real estate market, prevailing interest rates and the interest rates payable on outstanding loans.
5


It is our general policy not to make high loan-to-value loans (defined as loans with a loan-to-value ratio of 80% or more) without private mortgage insurance. The maximum loan-to-value ratio we generally permit is 95% with private mortgage insurance, although occasionally we do originate loans with loan-to-value ratios as high as 97.75% under special loan programs, including our first-time homeowner loan program. We require all properties securing mortgage loans to be appraised by an independent appraiser approved by our board of directors. We require title insurance on all purchase money and refinance mortgage loans. Borrowers must obtain hazard insurance, and flood insurance is required for loans on properties located in a flood zone.
As of December 31, 2020, the average outstanding loan balance within our one-to-four family residential real estate loan portfolio was $268,000. As of December 31, 2020, our largest one to-four family residential real estate loan was a $6.7 million loan secured by a residential property located in Bergen County, New Jersey. The loan is well-collateralized and was performing in accordance with its original terms at December 31, 2020.
Commercial Business Loans. We make commercial business loans in our market area to a variety of professionals, sole proprietorships, partnerships and corporations. We offer a variety of commercial lending products such as secured and unsecured loans that include term loans for equipment financing and for business acquisitions, working capital loans, inventory financing and revolving lines of credit. In most cases, fixed-rate loans have terms up to ten years and are fully amortizing. Revolving lines of credit generally will have adjustable rates of interest and will be extended for periods of up to 24 months to support inventory and accounts receivable fluctuations and are subject to periodic review and renewal. Business loans with variable rates of interest adjust on a daily basis and are generally indexed to the prime rate as published in The Wall Street Journal. Unsecured commercial business lending is generally considered to involve a higher degree of risk than secured lending. Risk of loss on an unsecured commercial business loan is dependent largely on the borrower’s ability to remain financially able to repay the loan out of ongoing operations. If our estimate of the borrower’s financial ability is inaccurate, we may be confronted with a loss of principal on the loan.
In making commercial business loans, we consider a number of factors, including the financial condition of the borrower, the nature of the borrower’s business, economic conditions affecting the borrower, our market area, the management experience of the borrower, the debt service capabilities of the borrower, the projected cash flows of the business and the collateral. Commercial loans are generally secured by a variety of collateral, including equipment, machinery, inventory and accounts receivable, and may be supported by personal guarantees.
We also originate commercial business and real estate loans under the Small Business Administration (“SBA”). Loans originated under this program are partially guaranteed by the SBA and are underwritten within the guidelines set forth by the SBA. As of December 31, 2020, the outstanding balance of our SBA loans was $367.3 million, which is included in the secured and unsecured commercial business loan amounts discussed above. On March 27, 2020 the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law, and included the creation of the SBA's Paycheck Protection Program ("PPP"). The CARES Act authorized the SBA to temporarily guarantee loans under a new loan program under which the SBA will guarantee 100% of the PPP loans made to eligible borrowers. As a qualified SBA lender, the Bank was authorized to originate these loans. As of December 31, 2020, PPP loans totaling $344.4 million are included in the balance of SBA loans.

As of December 31, 2020, the average outstanding loan balance within our commercial business loan portfolio (excluding lines of credit with no outstanding balance and PPP loans) was $395,000. As of December 31, 2020, the average outstanding PPP loan balance was $189,000. At December 31, 2020, our largest commercial business loan was a $12.4 million loan to an automobile dealership located in Passaic County, New Jersey, and was secured by real estate and business assets.
Construction Loans. We originate commercial construction loans primarily to professional builders for the construction and acquisition of personal residences, apartment buildings, retail, industrial, warehouse, office buildings and special purpose facilities. We will originate construction loans on unimproved land in amounts typically up to 65% of the lower of the appraised value or the cost of the land. We also originate loans for site improvements and construction costs in amounts generally up to 75% of as completed and stabilized appraised value. Our construction loans generally provide for the payment of interest only during the construction phase, which is usually six to 36 months. Many of our commercial construction loans are structured to convert to permanent financing upon completion and stabilization. Commercial real estate construction loans are typically based upon the prime rate as published in The Wall Street Journal. At December 31, 2020, we had an outstanding balance of $313.1 million in construction loans for commercial development.
Before making a commitment to fund a construction loan, we require an appraisal of the property by a licensed appraiser. We also review and inspect each property before disbursement of funds during the term of the construction loan. Loan proceeds are disbursed after inspections based on the work completed.
Construction lending generally involves a higher degree of risk than permanent mortgage lending because funds are advanced upon the security of the project under construction prior to its completion. As a result, construction lending often involves the disbursement of substantial funds with repayment dependent on the success of the ultimate project and the ability of the borrower or
6


guarantor to repay the loan. Because of these factors, the analysis of prospective construction loan projects requires an expertise that is different in significant respects from that which is required for other types of lending. We have addressed these risks through our underwriting procedures. Additionally, we have attempted to minimize the foregoing risks by, among other things, limiting our construction lending to experienced developers, by limiting the amount of speculative construction projects and requiring executed agreements of sales as conditions for draws of the commercial construction loans. When making commercial construction loans, we consider the financial statements of the borrower, the borrower’s payment history, the projected cash flows from the proposed real estate collateral, and the value of the collateral. In general, our real estate construction loans are typically guaranteed by the principals of the borrowers. We consider the financial statements and tax returns of the guarantors, along with the guarantors’ payment history, when underwriting a commercial construction loan.
As of December 31, 2020, the average outstanding loan balance within our commercial construction loan portfolio was $2.6 million. At December 31, 2020, our largest commercial construction loan exposure had an outstanding balance of $28.9 million and was made to finance an apartment complex located in Monmouth County, New Jersey. The loan payments are current and have been made in accordance with the loan terms at December 31, 2020.
We also originate residential construction loans primarily on a construction-to-permanent basis with such loans converting to an amortizing loan following the completion of the construction phase. Most of our residential construction loans are made to individuals building a personal residence. At December 31, 2020, residential construction loans totaled $15.6 million, or 0.3%, of total loans outstanding. Construction lending, by its nature, entails additional risks compared to one-to-four family mortgage lending, attributable primarily to the fact that funds are advanced based upon a security interest in a project which is not yet complete. We address these risks through our established underwriting policies and procedures performed by our experienced staff.
Home Equity Loans and Advances. We offer consumer home equity loans and advances that are secured by one-to-four family residential real estate, where we may be in a first or second lien position. Historically, we offered home equity loans and advances with a lien junior to second position and some of these junior loans still reside in the loan portfolio at December 31, 2020. In addition, in prior years we also offered adjustable-rate home equity loans with fixed terms, although we no longer offer these loans. We generally offer home equity loans and advances with a maximum combined loan-to-value ratio of 80%. At December 31, 2020, home equity loans and advances totaled $321.2 million, or 5.2%, of our total loan portfolio. Home equity loans have fixed rates of interest and are currently offered with terms of up to 20 years. Home equity advances have adjustable rates and are based upon the prime rate as published in The Wall Street Journal. Home equity advances can have repayment schedules of both principal and interest or interest only paid monthly. We held a first mortgage position on approximately 52.1% of the homes that secured our home equity loans and advances at December 31, 2020.
The procedures for underwriting consumer home equity loans and advances include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan. Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral to the proposed loan amount.
Other Consumer Loans. We offer a variety of other consumer loans, including loans for automobiles, personal loans, unsecured lines of credit, and overdraft lines of credit. Our unsecured lines of credit bear a substantially higher interest rate than our secured loans and lines of credit. At December 31, 2020, other consumer loans totaled $1.5 million.
For more information on our loan commitments, see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity Management”
Credit Risks
Multifamily and Commercial Real Estate Loans. Loans secured by multifamily and commercial real estate loans generally have larger balances and involve a greater degree of risk than one-to four-family residential mortgage loans. Of primary concern in multifamily and commercial real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the property that secures the loan. Additional considerations include: location, market and geographic concentrations, loan-to-value ratio, strength of guarantors and quality of tenants. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or the economy. To monitor cash flows on income properties, we require borrowers and loan guarantors, if any, to provide annual financial statements and rent rolls where applicable. In reaching a decision on whether to make a commercial real estate loan, we usually consider and review a global cash flow analysis of the borrower, when applicable, and consider the net operating income of the property, the borrower’s expertise, credit history, and profitability and the value of the underlying property. The global analysis is more typically performed when lending to real estate development and management companies that own multiple properties with financing from other creditors. The analysis takes into consideration all rental income and expenses from the borrower’s real estate investments to determine if any other real estate holdings in the portfolio
7


do not provide income levels to support the expenses of each property and debt service requirements for any third party financing secured by the properties held in the portfolio. We have generally required that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before debt service to debt service) of at least 1.2x and a loan-to-value no greater than 75% for commercial properties and no greater than 80% for multifamily properties. An environmental report is obtained when the possibility exists that hazardous materials may have existed on the site, or the site may have been impacted by adjoining properties with known environmental concerns.
One-to-Four Family Real Estate Loans. While we anticipate that adjustable-rate loans will better offset the adverse effects of an increase in interest rates as compared to fixed-rate mortgages, the increased mortgage payments required of adjustable-rate loan borrowers in a rising interest rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying property also may be adversely affected in a high interest rate environment. In addition, although adjustable-rate mortgage loans help make our asset base more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate adjustment limits on such loans.
Commercial Business Loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property, the value of which tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself and guarantors, if any. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise, may fluctuate in value and may depend on the borrower’s ability to collect receivables.
Construction Loans. Loans made to facilitate construction are primarily short term loans used to finance the construction of an owner-occupied residence or income producing assets. Generally, upon stabilization or upon completion and issuance of a certificate of occupancy, these loans often convert to permanent loans with long-term amortization. Payments during construction consist of an interest-only period funded generally by borrower or guarantor equity. As these loans represent higher risk, each project is monitored for progress throughout the life of the loan, and loan funding occurs through borrower draw requests. These requests are compared to project milestones and progress is verified by independent inspectors engaged by us.
Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property’s value at completion of construction or development and the estimated cost (including interest) of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, business conditions may dictate that the borrower or guarantors, when applicable, contribute additional equity or we advance funds beyond the amount originally committed to permit completion of the project. If the estimate of value proves to be inaccurate, we may be confronted, at or before the maturity of the loan, with a project having a value which is insufficient to assure full repayment.
Home Equity Loans and Advances. Consumer home equity loans and advances are loans secured by one-to four-family residential real estate, where we may be in a first or junior lien position. In each instance, the value of the property is determined and the loan is made against identified equity in the market value of the property. When a residential mortgage is not present on the property, a first lien position is secured against the property. In cases where a mortgage is present on the property, a junior lien position is established, subordinated to the first mortgage. As these subordinated liens represent higher risk, loan collection becomes more influenced by various factors, including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.
Other Consumer Loans. Unlike consumer home equity loans, these loans are either unsecured or secured by rapidly depreciating assets such as autos. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower. Consumer loan collections depend on the borrower’s continuing financial stability, and, therefore, are likely to be adversely affected by various factors, including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.
Loan Originations and Purchases. Loan originations come from a number of sources. The primary sources of loan originations are existing customers, online channels, walk-in traffic, advertising and referrals from customers and other business contacts, including attorneys, accountants and other professionals. Residential mortgage loans are also sourced through mortgage brokers, although such loans are underwritten by the Bank in accordance with its underwriting standards.
8


Occasionally, we purchase participation interests in loans to supplement our lending portfolio. Loan participations totaled $55.4 million at December 31, 2020 and were comprised of 26 commercial real estate loans. Loan participations are subject to the same credit analysis and loan approvals as loans which we originate. We review all of the documentation relating to any loan in which we participate. However, for participation loans, we do not service the loan and, thus, are subject to the policies and practices of the lead lender with regard to monitoring delinquencies, pursuing collections and instituting foreclosure proceedings.
Loan Approval Procedures and Authority. Our lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by management and policies approved by our board of directors. The board of directors has granted loan approval authority to certain officers or groups of officers up to prescribed limits, based on the officer’s experience and tenure. All unsecured commercial loan exposures greater than $5 million and all secured commercial loan exposures greater than $10 million must be approved by a Credit Committee, which is comprised of personnel from the Executive, Credit, Finance and Lending departments.
Loans to One Borrower. The maximum amount that we may lend to one borrower and the borrower’s related entities is limited, by regulation, to generally 15% of our unimpaired capital and reserves. At December 31, 2020, our regulatory limit on loans to one borrower was $138.7 million. At December 31, 2020, the total exposure with our largest lending relationship was $115.5 million and was comprised of ten loans to related borrowers. The loans associated with this relationship were performing in accordance with their original terms at December 31, 2020.
Loan Commitments. We issue commitments for fixed and adjustable-rate mortgage loans conditioned upon the occurrence of certain events. Commitments to originate mortgage loans are legally binding agreements to lend to our customers. Generally, our loan commitments expire after 60 days.
Delinquent Loans. We identify loans that may need to be charged-off as a loss by reviewing all delinquent loans, classified loans and other loans that management may have concerns about collectability. For individually reviewed loans, the borrower’s inability to make payments under the terms of the loan as well as a shortfall in collateral value may result in a write down to management’s estimate of net realizable value. The collateral or cash flow shortfall on all secured loans is charged-off when the loan becomes 90 days delinquent or earlier where management determines that the collection of loan principal is unlikely. In the case of unsecured loans, the entire balance deemed uncollectable is charged-off when the loan becomes 90 days delinquent. For more information on how we address credit risk, see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations-Risk Management.”
Securities Activities
We maintain a securities portfolio that consists of U.S. Government and agency obligations, mortgage-backed securities and collateralized mortgage obligations (“CMOs”), municipal obligations, corporate debt securities, equity securities, and trust preferred securities. We classify our securities as either held to maturity or available for sale. Management determines the appropriate classification of securities at the time of purchase. If we have the intent and the ability to hold the securities until maturity, they are classified as held to maturity. These securities are stated at amortized cost and adjusted for accretion of discounts over the estimated lives of the securities using the level-yield method. Premiums are amortized to the first (or earliest) call date instead of as an adjustment to the yield over the contractual life. Securities in the available for sale category are those for which we do not have the intent at purchase to hold to maturity. These securities are reported at fair value with any unrealized appreciation or depreciation, net of tax effects, reported as a separate component of accumulated other comprehensive income.
Mortgage-backed securities are a type of asset-backed security that is secured by a mortgage, or a collection of mortgages. These securities usually pay periodic payments that are similar to coupon payments. The contractual cash flows of securities in government sponsored enterprises’ mortgage-backed securities are debt obligations of Freddie Mac and Fannie Mae, both of which are currently under the conservatorship of the Federal Housing Finance Agency. The contractual cash flows related to Government National Mortgage Association (“Ginnie Mae”) securities are direct obligations of the U.S. Government. Mortgage-backed securities are also known as mortgage pass-throughs. CMOs are structured as pool mortgage-backed securities and redistribute principal and interest payments to predetermined groups (classes) of investors. The repayments from the pool of pass-through securities are used to retire the bonds in the order specified by the bonds’ prospectuses.
At December 31, 2020, 91.1% of the available for sale portfolio was comprised of mortgage-backed securities and CMOs issued by Freddie Mac, Fannie Mae and Ginnie Mae. These securities are guaranteed by the issuing agency and backed by residential and multifamily mortgages. These securities are comprised of fixed rate, adjustable-rate and hybrid securities that bear a fixed rate for a specific term and, thereafter, to the extent they are not prepaid, adjust periodically. At December 31, 2020, corporate debt securities comprised the next largest segment of the available for sale portfolio, totaling 5.3% of the portfolio. At December 31, 2020, the remainder of our available for sale securities portfolio consisted of U.S. government and agency obligations, municipal obligations and trust preferred securities, which comprised 1.9%, 1.3%, and 0.4%, respectively, of the portfolio.
9


At December 31, 2020, 98.1% of the held to maturity securities portfolio was comprised of mortgage-backed securities and CMOs issued by Freddie Mac, Fannie Mae and Ginnie Mae. These securities are guaranteed by the issuing agency and backed by residential and multifamily mortgages. These securities are comprised of fixed rate, adjustable-rate and hybrid securities that bear a fixed rate for a specific term and thereafter, to the extent they are not prepaid, adjust periodically. At December 31, 2020, the remainder of our held to maturity securities portfolio consisted of U.S. government and agency obligations which comprised 1.9% of the portfolio.
At December 31, 2020, we held $5.4 million of securities in our equity portfolio comprised of a trust preferred security that is not traded in an active market,and Federal Home Loan Mortgage Corporation ("FHLMC") and Federal National Mortgage Association ("FNMA") preferred stock. In addition, the equity portfolio includes Atlantic Community Bankers Bank ("ACBB") stock, which is based on redemption at par value and can only be sold to the issuing ACBB or another institution that holds ACBB stock. Some of these securities receive dividends and all are carried at fair value.
To mitigate the credit risk related to our securities portfolio, we primarily invest in agency and highly-rated securities. As of December 31, 2020, approximately 93.9% of the total portfolio consisted of direct government obligations or government sponsored enterprise obligations, approximately 5.7% of the remaining portfolio was rated at least investment grade and approximately 0.4% of the remaining portfolio was not rated. Securities not rated consist primarily of short term municipal bond anticipation notes, private placement municipal notes issued and guaranteed by local municipal authorities, and equity securities.
Deposit Activities and Other Sources of Funds.
General. Deposits, borrowings and loan and securities repayments are the major sources of our funds for lending and other investment purposes. Scheduled loan and securities repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and market conditions.
Deposit Accounts. Deposits are primarily attracted from within our market area through the offering of a broad selection of deposit products, including non-interest bearing demand deposits (such as checking accounts to individuals and commercial checking accounts), interest-bearing demand accounts (such as interest-earning checking account products and most municipal accounts), savings and club accounts, money market accounts and certificates of deposit. We have not historically utilized brokered deposits, but assumed $31.6 million of brokered deposits in our acquisition of Stewardship Financial in November 2019. The balance of these brokered deposits at December 31, 2020 is $26.3 million.
Our three primary categories of deposit customers consist of retail or individual customers, businesses and municipalities. Our business banking deposit products include a commercial checking account, a checking account specifically designed for small businesses and a money market product. Additionally, we offer cash management services, including remote deposit, lockbox service and sweep accounts.
Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, the rates on borrowings, our liquidity needs, profitability to us, and customer preferences and concerns. We generally review our deposit mix and pricing weekly. Our deposit pricing strategy has traditionally been to offer competitive rates on all types of deposit products, and to periodically offer special rates in order to attract deposits. Current strategies include changing the deposit mix to include more core deposits.
Borrowings. We have the ability to utilize advances and overnight lines of credit from the FHLB to supplement our liquidity. As a member, we are required to own capital stock in the FHLB and are authorized to apply for advances on the security of such stock and certain mortgage loans and other assets, provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. We can also utilize securities sold under agreements to repurchase to provide funding. We maintain access to the Federal Reserve Bank’s discount window and federal funds lines with correspondent banks to supplement our supply of investable funds and to meet deposit withdrawal and contingency funding requirements. To secure our borrowings, we generally pledge securities and/or loans. The types of securities pledged for borrowings include, but are not limited to, government-sponsored enterprises (“GSE”) including notes and government agency mortgage-backed securities and CMOs. The types of loans pledged for borrowings include, but are not limited to, one-to four-family real estate mortgage loans, home equity loans and multifamily and commercial real estate loans. At December 31, 2020, we had additional borrowing capacity from the FHLB and the Federal Reserve Bank of New York based on our ability to collateralize such borrowings. Members in good standing with the FHLB can borrow up to 50% of their asset size as long as they have qualifying collateral to support the advance and purchase of FHLB capital.
10


Regulation and Supervision
General
As a federal savings bank, the Bank is subject to examination, supervision and regulation, primarily by the Office of the Comptroller of the Currency, and, secondarily, by the Federal Deposit Insurance Corporation (“FDIC”) as deposit insurer. Effective October 15, 2020, the Bank has elected and has received regulatory approval to operate as a “covered savings association” pursuant to Section 5A of the Home Owners’ Loan Act, as amended, and the regulations of the Office of the Comptroller of the Currency promulgated thereunder. A covered savings association generally has the same rights and privileges as a national bank, and is subject to the same duties, restrictions, penalties, liabilities, conditions, and limitations that would apply to a national bank.

The Bank is also regulated by the Federal Reserve Board, which governs the reserves to be maintained against deposits and other matters. In addition, the Bank is a member of and owns stock in the FHLB of New York, which is one of the 11 regional banks in the Federal Home Loan Bank System. The Bank’s relationship with its depositors and borrowers also is regulated to a great extent by federal law and, to a lesser extent, state law, including in matters concerning the ownership of deposit accounts and other contractual arrangements.
As savings and loan holding companies in the mutual holding company structure, the Company and the MHC are subject to examination and supervision by, and are required to file certain reports with, the Federal Reserve Board. The Company is also subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.
Set forth below are certain material regulatory requirements that are applicable to the Bank and the Company. This description of statutes and regulations is not intended to be a complete description of such statutes and regulations and their effects on the Bank and the Company. Any change in these laws or regulations, whether by Congress or the applicable regulatory agencies, could have a material adverse impact on the Company, the Bank and their operations.
Federal Banking Regulations
Business Activities. A federal savings bank derives its lending and investment powers form the Home Owners' Loan Act, as amended, and applicable federal regulations. However, as a covered savings association, the Bank generally has the same rights and privileges as a national bank, and is subject to the same duties, restrictions, penalties, liabilities, conditions, and limitations that would apply to a national bank.

Examinations and Assessments. The Bank is primarily supervised by the Office of the Comptroller of the Currency. The Bank is required to file reports with and is subject to periodic examination by the Office of the Comptroller of the Currency. The Bank is required to pay assessments to the Office of the Comptroller of the Currency to fund the agency’s operations.
Capital Requirements. Federal regulations require FDIC-insured depository institutions, including federal savings banks, to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio, a Tier 1 capital to risk-based assets ratio, a total capital to risk-based assets and a Tier 1 capital to total assets leverage ratio.
The capital standards require the maintenance of common equity Tier 1 capital, Tier 1 capital and Total capital to risk-weighted assets of at least 4.5%, 6.0% and 8.0%, respectively. The regulations also establish a minimum required leverage ratio of at least 4% Tier 1 capital. Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 capital plus additional Tier 1 capital. Additional Tier 1 capital generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of accumulated other comprehensive income such as the Bank, up to 45% of net unrealized gains on available for sale equity securities with readily determinable fair market values. Institutions that have not exercised the accumulated other comprehensive income opt-out have accumulated other comprehensive income incorporated into common equity Tier 1 capital (including unrealized gains and losses on available for sale securities). Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.
In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, an institution’s assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests), are multiplied by a risk weight factor assigned by the regulations based on the risk deemed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S.
11


government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one- to four-family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.
In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement was phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increased each year until it was fully implemented at 2.5% on January 1, 2019.
    As a result of the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies developed a "Community Bank Leverage Ratio" (the ratio of a bank's Tier 1 equity capital to average total consolidated assets) for financial institutions with less than $10 billion. A "qualifying community bank" that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered "well capitalized" under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution's risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies set the minimum capital for the new Community Bank Leverage Ratio at 9%. A financial institution can elect to be subject to this new definition. The Bank elected not to utilize this framework.

At December 31, 2020, the Bank’s capital exceeded all applicable requirements.
Loans-to-One Borrower. Generally, a federal savings bank or national bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be lent, equal to 10% of unimpaired capital and surplus, if secured by “readily marketable collateral,” which generally includes certain financial instruments (but not real estate). As of December 31, 2020, the Bank was in compliance with the loans-to-one borrower limitations.
Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation and other operational and managerial standards as the agency deems appropriate. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order or the imposition of civil money penalties.
Prompt Corrective Action. Under the federal prompt corrective action statute, the Office of the Comptroller of the Currency is required to take supervisory actions against undercapitalized institutions under its jurisdiction, the severity of which depends upon the institution’s level of capital. An institution that has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a common equity Tier 1 ratio of less than 4.5% or a leverage ratio of less than 4% is considered to be “undercapitalized”. An institution that has total risk-based capital of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a common equity Tier 1 ratio of less than 3.0% or a leverage ratio that is less than 3.0% is considered to be “significantly undercapitalized”. An institution that has a tangible capital to assets ratio equal to or less than 2.0% is deemed to be “critically undercapitalized”.
Generally, the Office of the Comptroller of the Currency is required to appoint a receiver or conservator for a federal savings bank or national bank that becomes “critically undercapitalized” within specific time frames. The regulations also provide that a capital restoration plan must be filed with the Office of the Comptroller of the Currency within 45 days of the date that a federal savings association is deemed to have received notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized”. Any holding company of a federal savings association that is required to submit a capital restoration plan must guarantee performance under the plan in an amount of up to the lesser of 5.0% of the savings association’s assets at the time it was deemed to be undercapitalized by the Office of the Comptroller of the Currency or the amount necessary to restore the savings association to adequately capitalized status. This guarantee remains in place until the Office of the Comptroller of the Currency notifies the institution that it has maintained adequately capitalized status for each of four consecutive calendar quarters. Institutions that are undercapitalized become subject to certain mandatory measures such as restrictions on capital distributions and asset growth. The Office of the Comptroller of the Currency may also take any one of a number of discretionary supervisory actions against undercapitalized federal savings associations, including the issuance of a capital directive and the replacement of senior executive officers and directors.
12


At December 31, 2020, the Bank met the criteria for being considered “well capitalized,” which means that its total risk-based capital ratio exceeded 10%, its Tier 1 risk-based ratio exceeded 8.0%, its common equity Tier 1 ratio exceeded 6.5% and its leverage ratio exceeded 5.0%.
Capital Distributions. Federal regulations govern capital distributions by a federal savings bank, including a covered savings association, which include cash dividends, stock repurchases and other transactions charged to the institution’s capital account. A federal savings bank, including a covered savings association, must file an application with the Office of the Comptroller of the Currency for approval of a capital distribution if (i) the total capital distributions for the applicable calendar year exceed the sum of the institution’s net income for that year to date plus the institution’s retained net income for the preceding two years; (ii) the institution would not be at least adequately capitalized following the distribution; (iii) the distribution would violate an applicable statute, regulation, agreement or regulatory condition; or (iv) the institution is not eligible for expedited treatment of its filings. Even if an application is not otherwise required, every savings association that is a subsidiary of a savings and loan holding company, such as the Bank, must file a notice with the Federal Reserve Board at least 30 days before the board of directors declares a dividend. An application or notice related to a capital distribution may be disapproved if (i) the federal savings association would be undercapitalized following the distribution; (ii) the proposed capital distribution raises safety and soundness concerns or (iii) the capital distribution would violate a prohibition contained in any statute, regulation or agreement.

In addition, the Federal Deposit Insurance Act provides that an insured depository institution shall not make any capital distribution if, after making such distribution, the institution would fail to meet any applicable regulatory capital requirement.
Community Reinvestment Act and Fair Lending Laws. All financial institution banks have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of their communities, including low and moderate-income borrowers. In connection with its examination of a federal savings bank, the Office of the Comptroller of the Currency is required to assess the federal savings bank’s record of compliance with the Community Reinvestment Act. A savings bank’s failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the Office of the Comptroller of the Currency, as well as other federal regulatory agencies and the Department of Justice.
The Community Reinvestment Act requires all institutions insured by the FDIC to publicly disclose their rating. The Bank received a “satisfactory” Community Reinvestment Act rating in its most recent federal examination.
Transactions with Related Parties. A federal savings bank’s authority to engage in transactions with its affiliates is limited by Sections 23A and 23B of the Federal Reserve Act and federal regulation. An affiliate is generally any company that controls, or is under common control with an insured depository institution such as the Bank. The Company and the MHC are affiliates of the Bank because of their direct and indirect control of the Bank. In general, transactions between an insured depository institution and its affiliates are subject to certain quantitative limits and collateral requirements. In addition, federal regulations prohibit a savings association from lending to any of its affiliates that are engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate, other than a subsidiary. Finally, transactions with affiliates must be consistent with safe and sound banking practices, not involve the purchase of low-quality assets and be on terms that are as favorable to the institution as comparable transactions with non-affiliates.
The Bank’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions generally require that extensions of credit to insiders:
be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and

not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the Bank’s capital.

In addition, extensions of credit in excess of certain limits must be approved by the Bank’s board of directors. Extensions of credit to executive officers are subject to additional limits based on the type of extension involved.
Enforcement. The Office of the Comptroller of the Currency has primary enforcement responsibility over federal savings banks and has authority to bring enforcement action against all “institution-affiliated parties,” including directors, officers,
13


stockholders, attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on a federal savings association. Formal enforcement action by the Office of the Comptroller of the Currency may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors of the institution to the appointment of a receiver or conservator. Civil penalties cover a wide range of violations and actions, and range up to $25,000 per day, unless a finding of reckless disregard is made, in which case penalties may be as high as $1.0 million per day. The FDIC also has the authority to terminate deposit insurance or recommend to the Office of the Comptroller of the Currency that enforcement action be taken with respect to a particular savings association. If such action is not taken, the FDIC has authority to take the action under specified circumstances.
Insurance of Deposit Accounts. The Deposit Insurance Fund of the FDIC insures deposits at FDIC-insured financial institutions such as the Bank. Deposit accounts in the Bank are insured by the FDIC generally up to a maximum of $250,000 per separately insured depositor and up to a maximum of $250,000 for self-directed retirement accounts.
The FDIC charges insured depository institutions premiums to maintain the Deposit Insurance Fund. Assessments for most institutions are now based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of failure within three years. In conjunction with the Deposit Insurance Fund reserve ratio achieving 1.15%, the assessment range (inclusive of possible adjustments) was reduced for most banks and savings associations from 1.5 basis points to 30 basis points.
The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of the Bank. The Bank cannot predict what assessment rates will be in the future.
Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance.
Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions as well as other entities involved in home mortgage lending. As a member of the FHLB of New York, the Bank is required to purchase and hold shares of capital stock in the FHLB of New York. As of December 31, 2020, the Bank was in compliance with this requirement. The FHLB imposes various limitations on advances such as limiting the amount of certain types of real estate related collateral and limiting total advances to a member.
Other Regulations. Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates. The Bank’s operations are also subject to federal laws applicable to credit transactions, such as the:
Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;

Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;

Truth in Savings Act, prescribing disclosure and advertising requirements with respect to deposit accounts; and

Rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

    The operations of the Bank also are subject to the:

Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

14


Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services;

Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check;

The USA PATRIOT Act, which requires savings associations to, among other things, establish broadened anti-money laundering compliance programs, and due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements that also apply to financial institutions under the Bank Secrecy Act and the Office of Foreign Assets Control regulations; and

The Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out” of the sharing of certain personal financial information with unaffiliated third parties.

Holding Company Regulation
General. The Company and the MHC are non-diversified savings and loan holding companies within the meaning of the Home Owners’ Loan Act. As such, the Company and the MHC are registered with the Federal Reserve Board and are subject to the regulation, examination, supervision and reporting requirements applicable to savings and loan holding companies and mutual holding companies. In addition, the Federal Reserve Board has enforcement authority over the Company, the MHC and their non-savings institution subsidiaries. Among other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings bank.
Permissible Activities. Under present law, the business activities of the Company and the MHC are generally limited to those activities permissible for financial holding companies under Section 4(k) of the Bank Holding Company Act of 1956, as amended, provided certain conditions are met and financial holding company status is elected. A financial holding company may engage in activities that are financial in nature, including underwriting equity securities and insurance as well as activities that are incidental to financial activities or complementary to a financial activity. A multiple savings and loan holding company is generally limited to activities permissible for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act, subject to regulatory approval, and certain additional activities authorized by federal regulations. The Company and the MHC have not elected financial holding company status.
Federal law prohibits a savings and loan holding company, including the Company and the MHC, directly or indirectly, or through one or more subsidiaries, from acquiring control of more than 5% of another savings institution or savings and loan holding company, without prior Federal Reserve Board approval. In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board considers factors such as the financial and managerial resources, future prospects of the company and institution involved, the effect of the acquisition on the risk to the federal deposit insurance fund, the convenience and needs of the community and competitive factors.
The Federal Reserve Board is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions:
the approval of interstate supervisory acquisitions by savings and loan holding companies; and

the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisition.

Capital. Savings and loan holding companies have historically not been subjected to consolidated regulatory capital requirements. The Dodd-Frank Act required the Federal Reserve Board to establish for all bank and savings and loan holding companies minimum consolidated capital requirements that are as stringent as those required for the insured depository subsidiaries. The Company is subject to consolidated regulatory capital requirements that are similar to those that apply to the Bank.
Source of Strength. The Dodd-Frank Act extended the “source of strength” doctrine to savings and loan holding companies. The Federal Reserve Board has issued regulations requiring that all savings and loan holding companies serve as a source of strength to their subsidiary depository institutions.
15


Dividends and Stock Repurchases. The Federal Reserve Board has issued a policy statement regarding the payment of dividends by holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall supervisory financial condition. Separate regulatory guidance provides for prior consultation with Federal Reserve Bank staff concerning dividends in certain circumstances such as where the company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate or earnings retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a savings and loan holding company to pay dividends may be restricted if a subsidiary savings association becomes undercapitalized. The regulatory guidance also states that a savings and loan holding company should inform Federal Reserve Bank supervisory staff prior to redeeming or repurchasing common stock or perpetual preferred stock if the savings and loan holding company is experiencing financial weaknesses or the repurchase or redemption would result in a net reduction, at the end of a quarter, in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred. The Federal Reserve requires the Company to file an application for approval prior to implementing any repurchase plan. These regulatory policies may affect the ability of the Company to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.
Waivers of Dividends by Columbia Bank MHC. The Company may pay dividends on its common stock to public stockholders. If it does, it is also required to pay dividends to the MHC, unless the MHC elects to waive the receipt of dividends. Under the Dodd-Frank Act, the MHC must receive the approval of the Federal Reserve Board before it may waive the receipt of any dividends from the Company. The Federal Reserve Board has issued an interim final rule providing that it will not object to dividend waivers under certain circumstances, including circumstances where the waiver is not detrimental to the safe and sound operation of the savings association and a majority of the mutual holding company’s members have approved the waiver of dividends by the mutual holding company within the previous twelve months. In addition, for a “non-grandfathered” mutual holding company such as the MHC, each officer or director of the Company and the Bank, and any tax-qualified stock benefit plan or non-tax-qualified stock benefit plan in which such individual participates that holds any shares of stock to which the waiver would apply, must waive the right to receive any such dividend declared. The Federal Reserve Board’s current position is to not permit a non-grandfathered savings and loan or bank holding company to waive dividends declared by its subsidiary. In addition, any dividends waived by the MHC must be considered in determining an appropriate exchange ratio in the event of a second step conversion of the mutual holding company to stock form.
Conversion of Columbia Bank MHC to Stock Form.  Federal Reserve Board regulations permit the MHC to convert from the mutual form of organization to the capital stock form of organization (a “Conversion Transaction”). There can be no assurance when, if ever, a Conversion Transaction will occur, and the board of directors has no current intention or plan to undertake a Conversion Transaction. In a Conversion Transaction, a new stock holding company would be formed as the successor to the Company (the “New Holding Company”), the MHC’s corporate existence would end, and certain depositors and borrowers of the Bank would receive the right to subscribe for shares of the New Holding Company. In a Conversion Transaction, each share of common stock held by stockholders other than the MHC (“Minority Stockholders”) would be automatically converted into a number of shares of common stock of the New Holding Company determined pursuant to an exchange ratio that ensures that Minority Stockholders own the same percentage of common stock in the New Holding Company as they owned in the Company immediately prior to the Conversion Transaction. Any Conversion Transaction would be subject to approvals by Minority Stockholders and members of the MHC. Minority Stockholders will not be able to force a Conversion Transaction without the consent of the MHC since such transaction also requires, under federal corporate law, the approval of a majority of all of the outstanding voting stock, which can only be achieved if the MHC voted to approve such transaction.
Acquisition.  Under the Federal Change in Bank Control Act, a notice must be submitted to the Federal Reserve Board if any person (including a company), or group acting in concert, seeks to acquire direct or indirect “control” of a savings and loan holding company. Under certain circumstances, a change of control may occur, and prior notice is required, upon the acquisition of 10% or more of the company’s outstanding voting stock, unless the Federal Reserve Board has found that the acquisition will not result in control of the company. A change in control definitively occurs upon the acquisition of 25% or more of the company’s outstanding voting stock. Under the Change in Bank Control Act, the Federal Reserve Board generally has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition.
Federal Securities Laws
The Company’s common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Company is therefore subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.
16


Personnel
As of December 31, 2020, we had 557 full-time employees and 71 part-time employees, none of whom is represented by a collective bargaining unit. We believe that our relationship with our employees is good.
Human Capital Management
Columbia Bank and its Board of Directors considers our employees its most valuable asset and we promote an environment that is both rewarding and challenging. We offer many different programs and initiatives to develop our workforce and to ensure the work culture matches our mission of offering a challenging and rewarding work environment for employees while promoting programs that support wellness and the quality of employees’ lives. We encourage our employees to get involved with their communities and through Team Columbia our employees participate in many outreach programs and volunteer events. In addition, the Bank hosts various employee events such as the Annual Service Awards Dinner, Community Service Dinner and holiday events to further promote our culture and to provide opportunities for employee engagement. Though these events were postponed during the pandemic, other virtual events and town halls were held to connect with our employees and to keep communication strong.

At December 31, 2020, we employed 628 full and part time employees throughout the state of New Jersey. During the year ended December 31, 2020, we hired 116 employees, 48 of those coming from the Roselle Bank acquisition. The Bank implemented a hiring freeze during the months of March through August, 2020 due to the pandemic. Our voluntary turnover rate was 7.92% and the involuntary turnover was 10.91% in 2020. The voluntary and involuntary turnover rates were slightly higher than the year ended December 31, 2019. The increase in turnover rate was impacted by employees’ response to the pandemic and their willingness to be a customer facing employee during the pandemic. The Bank also implemented a voluntary early retirement program in July 2020 and 55 employees elected to leave under that program. The Bank also went through a branch consolidation of eight branches due to the acquisitions that occurred in 2019 and 2020.

Retention
In order to retain our talented workforce, we provide a competitive compensation and benefits program to help meet the needs of our employees. We monitor salaries on a regular basis participating in various external salary surveys and analyzing internal reports to ensure market competitiveness and internal equity. The Bank also offers annual incentive programs to further reward our employees based on their performance.

In addition to competitive salaries, we offer comprehensive benefit programs which include equity awards, an Employee Stock Ownership Plan ("ESOP") and a deferred compensation plan (401k) with an employer matching contribution, healthcare and life insurance benefits, health savings accounts, flexible spending accounts, paid time off, family leaves of absence, tuition reimbursement and an employee assistance program.

The human resources department will continue to enhance the wellness programs at the Bank to establish an environment that promotes a holistic approach to well-being that includes: healthy lifestyles, financial stability, mental well being, and decreases the risk of disease, and improves the quality of employee life. The programs will enhance the employee experience at the Bank by giving them the tools necessary to create a healthier lifestyle through the promotion of healthy diets, workplace activities, exercise programs and wellness seminars. Active participants in wellness programs enjoyed health insurance cost advantages. We have also created wellness and quiet rooms in the corporate headquarters for people to be able to take breaks or attend to personal matters. All of these programs are intended to make Columbia Bank an employer of choice.

Learning and Development

We invest in the growth and development of our employees by providing a multi-dimensional approach to learning that empowers, intellectually grows, and professionally develops our colleagues. Our employees receive continuing education courses that are relevant to the banking industry and their job function within the Company. We have developed succession programs that help us to create a pipeline for leadership. Our core curriculum is offered to all employees and helps to build upon the competencies and skills of which we are assessed during the performance management process.

We offer robust training programs on the topics of customer service, sales, change management, digital banking and products and services. As we have evolved into a public organization we have undergone a digital transformation. This initiative resulted in an extensive digital systems training curriculum.

To support our communication and training initiatives during the COVID-19 pandemic, we implemented a learning management system, a new virtual classroom and an eLearning authoring tool that allowed all job functional and soft skills training to continue to be offered at a distance for all colleagues. We also provided training on the collaboration tools that were rolled out by our information technology department. All training initiatives continued to be offered in spite of the pandemic.

17


Talent Management
Columbia’s human resources and training departments have action plans designed specifically to facilitate the screening, acquisition, development and performance management of a talent pool that aligns with the initiatives of the Bank including promoting quality customer service and enhancing the client experience throughout the Bank. The Bank has funded significant technological investments, including the upgrade of its core banking platform, loan origination systems, document imaging systems, and business intelligence reporting. While these new systems provide enhanced features for customers and automation of routine tasks for staff, they require specialized technical skills to operate and administer. Based on the Bank’s strategic objectives, acquiring and developing a talent pool of well-educated and technically-skilled professionals is essential to support the Bank’s growth plans over the next decade.

We look to develop a diverse employee base to better reflect our customer base and local community. We are working towards impactful recruitment via social media, sharing employee experiences and insights, corporate brand ambassadors, community ambassadors and social and civic organizations. In addition, we enhanced our employee referral program to further assist in our hiring efforts.

Diversity, Equity and Inclusion
Our Diversity, Equity and Inclusion ("DEI") strategy focuses on increasing representation, education, teamwork and collaboration. We will also build a DEI task force made up of employees across the Bank to support additional events that support the diverse employees and clients we support. We practice equity recruiting practices to find top diverse talent and onboard them into the Bank. In addition, we include DEI perspectives in our social media, marketing and branding strategy. We believe that as our footprint grows our brand will expand to reflect the diverse range of clients and communities we support. The Bank is implementing an Environmental Social Governance ("ESG") program and recently named a Diversity Officer to assist in this initiative.

At the Bank, we believe that diversity is a core tenet of our future success. A diverse Board of Directors and workforce increase our creativity and innovation, promote higher quality decisions, enhance economic growth, and represent the shareholders and customers we serve.

Our organization and our Board of Directors are deeply committed to cultivating an inclusive culture where all backgrounds, experiences and perspectives are welcome; where individuals are comfortable being who they are and are encouraged to celebrate their diversity; and where all have opportunities to realize their full personal and professional potential.

Our mission is to ensure that we are diverse across all levels of the organization and that our policies, practices, and actions promote inclusion and continue to strengthen our ability to attract, develop and retain the best talent, while accelerating business growth, increasing shareholder value and supporting our local communities.

Our Board of Directors, executive management, and leadership teams are committed to working together to implement a comprehensive strategy to support, promote, and accelerate diversity and inclusion across the organization with a focus on achieving sustained results, value and impact.

Succession Planning

Succession planning is a critical driver of our transformation. Succession planning efforts are helping our organization become what it needs to be, rather than simply recreating the existing organization. We have programs in place to support these initiatives: Associate Development Program, Career Development Program, Leadership Development Program, Stonier/Wharton School Program, and new ones are being rolled out. We have active support of top leadership and have linked succession to strategic planning. We will be implementing an online interactive performance management system and process that includes a nine box grid (production and performance exercises) to identify talent from multiple organizational levels, early in careers, or with critical skills and leadership potential. There is emphasis on developmental assignments in addition to formal training. Along the way, we are addressing specific human capital challenges, such as diversity, leadership capacity, and retention.

Workplace Safety

We have policies and programs in place that protect our employees and invest in their well-being.

As the threat of the COVID-19 pandemic became clear, we took significant steps to protect the health and safety of our employees.We also provided our employees various outlets to gain emotional assistance during this time through our Employee Assistance Program and webinars provided by our healthcare provider. We were able to provide a safe workplace throughout the pandemic both in the branches and back office departments and implemented technologies for a remote work environment and to accommodate remote workers. We established service level agreements for the work from home environment communicating expectations to employees and receiving employee agreement to the execution of these expectations. These agreements will be
18


monitored on a regular basis. The pandemic required the Bank to modify its facilities to provide additional precautions to ensure the safety of our staff and customers. It is expected that these regiments will continue in 2021. The Bank is nearing completion of the renovation of the corporate headquarters facility that will allow for the envisioned growth of existing department staff and operations consistent with the Bank’s strategic growth objectives.


Subsidiaries
Columbia Financial’s sole banking subsidiary is the Bank. Columbia Financial also maintains two trust subsidiaries, Columbia Financial Capital Trust I (a Delaware statutory trust) and Stewardship Statutory Trust I (a Delaware statutory trust), that were formed in connection with the prior issuance of trust preferred securities. The Stewardship statutory Trust which was acquired by the Bank as a result of its acquisition of Stewardship in November 2019.
Columbia Bank’s active subsidiaries are as follows:
First Jersey Title Services, Inc., a title insurance agency that we acquired in 2002. At December 31, 2020, total assets were approximately $19.4 million. For the year ended December 31, 2020, First Jersey Title Services, Inc. had net income of approximately $478,000.
1901 Commercial Management Co. LLC, which was established in 2009 to hold commercial other real estate owned, and 1901 Residential Management Co. LLC, which was established in 2009 to hold residential other real estate owned. At December 31, 2020, these subsidiaries both held $100,000 in total assets.
2500 Broadway Corp. is a passive investment company that holds an investment in CSB Realty Corp. At December 31, 2020, total assets were approximately $3.7 billion.
CSB Realty Corp., which is a majority owned subsidiary of 2500 Broadway Corp. CSB Realty Corp. is a real estate investment trust which holds commercial real estate, mortgage and home equity loans for investment. At December 31, 2020, total assets were approximately $3.1 billion.
Stewardship Realty LLC, which was formed in 2005 and acquired by the Bank as a result of its acquisition of Stewardship Financial in November 2019, is a New Jersey limited liability company that owns and manages property located at 612 Godwin Avenue Midland Park, New Jersey. At December 31, 2020, total assets were approximately $2.2 million.
Columbia Bank also currently maintains three inactive subsidiaries: (i) Columbia Investment Services, Inc., (ii) Real Estate Management Corp, LLC and (iii) Plaza Financial Services, Inc.


Information About Our Executive Officers

    Our executive officers are elected annually by the board of directors and serve at the board’s discretion. The following individuals currently serve as executive officers:
NamePosition
Thomas J. KemlyPresident and Chief Executive Officer
E. Thomas Allen, Jr.Senior Executive Vice President and Chief Operating Officer
Dennis E. Gibney, CFAExecutive Vice President and Chief Financial Officer
Damodaram BashyamExecutive Vice President and Chief Information and Digital Officer
Geri M. KellyExecutive Vice President and Human Resources Officer
John KlimowichExecutive Vice President and Chief Risk Officer
Mark S. KrukarExecutive Vice President and Chief Credit Officer
Oliver E. Lewis, Jr.Executive Vice President and Head of Commercial Banking
Brian W. MurphyExecutive Vice President and Operations Officer
Allyson SchlesingerExecutive Vice President and Head of Consumer Banking

19


    Below is information regarding our executive officers who are not also directors. Each executive officer has held his or her current position for the period indicated below. Ages presented are as of December 31, 2020.

    E. Thomas Allen, Jr. was appointed Senior Executive Vice President, Chief Operating Officer of Columbia Bank on December 24, 2014. Mr. Allen began his career with Columbia Bank on October 17, 1994 and held various positions in the finance department. He was promoted to Treasurer in 1996, appointed Vice President, Treasurer in 1998, and named Senior Vice President, Treasurer in 2001. In 2002, Mr. Allen was promoted to Executive Vice President, Chief Financial Officer and served in that capacity until his appointment to Senior Executive Vice President, Chief Operating Officer. Mr. Allen holds a BS/BA in Banking & Finance from the University of Missouri and an MBA in Financial Management from Pace University. Age 63.

Dennis E. Gibney, CFA was appointed Executive Vice President and Chief Financial Officer of Columbia Bank in 2014. Prior to joining Columbia Bank, Mr. Gibney worked for FinPro, Inc. a bank consulting firm, and its wholly owned investment banking subsidiary, FinPro Capital Advisors, Inc., for 17 years. While at FinPro, Mr. Gibney worked on mergers and acquisitions, mutual-to-stock conversions, corporate valuations, strategic planning and interest rate risk management engagements for community banks. Mr. Gibney graduated Magna Cum Laude from Babson College with a triple major in Finance, Investments and Economics. He is a CFA Charterholder and a member of the New York Society of Security Analysts. Age 47.
Damodaram Bashyam was appointed Executive Vice President and Chief Information and Digital Officer of Columbia Bank in December 2019. Prior to joining Columbia Bank, Mr. Bashyam served as Managing Director and Chief Technology Officer of JP Morgan Chase from January 2018 to December 2019, where he was responsible for all aspects of technology delivery for consumer banking. Mr. Bashyam previously served as Vice President, Information Technology for Verizon Wireless from 2013 to 2017, and in various other capacities with Verizon Wireless from 1998 to 2012. Mr. Bashyam holds an Executive MBA in General Management from the Kellogg School of Management, a Master’s degree in Information Systems from the Stevens Institute of Management and a Bachelor’s degree in Computer Science and Engineering from Bangalore University in Karnataka, India. Age 48.
Geri M. Kelly was appointed Executive Vice President, Human Resources Officer of Columbia Bank on January 1, 2012. Ms. Kelly began her career at Columbia Bank in December 1979 and held various positions in the human resources department. In 1998, Ms. Kelly was promoted to Vice President, Human Resources Officer and in December 2000 she was promoted to Senior Vice President, Human Resources Officer. Ms. Kelly served Columbia Bank in that capacity until her appointment to Executive Vice President, Human Resources Officer in 2012. She graduated from Douglass College with a Bachelor’s of Arts degree in Foreign Languages and received her Masters of Business Administration from Rutgers University. Age 63.
John Klimowich was appointed Executive Vice President and Chief Risk Officer of Columbia Bank on October 5, 2013. Mr. Klimowich began working for Columbia Bank in November 1985 and held various positions in the accounting department. Mr. Klimowich was promoted to Senior Vice President, Controller in March 2002 and served Columbia Bank in that capacity until his appointment as Executive Vice President and Chief Risk Officer in 2013. Mr. Klimowich holds a Bachelor’s degree in Economics from William Paterson University and an MBA in Accounting from Seton Hall University. Age 57.
Mark S. Krukar was appointed Executive Vice President and Chief Credit Officer of Columbia Bank in September 2018. He previously served as Executive Vice President and Chief Lending Officer of Columbia Bank in April 2012. Mr. Krukar began his career at Columbia Bank in December 1987 as a Commercial Lender and was promoted to Vice President/Commercial Lending in April 1995. Mr. Krukar was named Senior Vice President/Commercial Lending in 2002 and served in that capacity until he was promoted to Executive Vice President and Chief Lending Officer in 2012. Mr. Krukar graduated Magna Cum Laude with a Bachelor’s degree in Finance and received an MBA in Finance, both from Fairleigh Dickinson University. Age 60.
Oliver E. Lewis, Jr. was appointed Executive Vice President and Head of Commercial Banking of Columbia Bank in January 2021. Mr. Lewis began working for Columbia Bank in May 2019 and served as Senior Vice President, Commercial Banking Market Manager until his appointment as Executive Vice President and Head of Commercial Banking. In this role, Mr. Lewis is responsible for the commercial banking division consisting of the Bank's commercial & industrial, SBA, middle market, commercial real estate and construction lending activities, treasury management sales and the business development department. Prior to joining Columbia Bank, Mr. Lewis served as a Market Executive at JP Morgan Chase and Treasury Services, Regional Sales Executive. Mr. Lewis holds a Bachelor’s degree in Aviation Administration from Embry-Riddle Aeronautical University and received an MBA from Rutgers University. Age 56.
Brian W. Murphy was appointed Executive Vice President, Operations of Columbia Bank in March 2009. Mr. Murphy began his career at Columbia Bank as a Management Trainee in 1981 and held various positions in the retail department. In 1996, Mr. Murphy became Columbia Bank’s Branch Administrator and was promoted to Senior Vice President in 2001. He served Columbia Bank in that capacity until his appointment to Executive Vice President, Operations in 2009. Mr. Murphy holds a Bachelor’s degree in Accounting from William Paterson University. Age 61.
20


Allyson Schlesinger was appointed Executive Vice President and Head of Consumer Banking of Columbia Bank in September 2018. In this role, Ms. Schlesinger is responsible for the retail banking, retail lending, wealth management and marketing divisions of the Bank. Ms. Schlesinger was previously with Citigroup, Inc. for 25 years, most recently as its Managing Director, U.S. Retail and Division Manager for Citigroup, Inc. in the New York City and New Jersey markets. Ms. Schlesinger holds a Bachelor’s degree from the University of Michigan. Age 49.
21


Item 1A.    Risk Factors

    Investing in the Company’s common stock involves risks. The investor should carefully consider the following risk factors before deciding to make an investment decision regarding the Company’s stock. The risk factors may cause future earnings to be lower or the financial condition to be less favorable than expected. In addition, other risks that the Company is not aware of, or which are not believed to be material, may cause earnings to be lower, or may deteriorate the financial condition of the Company. Consideration should also be given to the other information in this Annual Report on Form 10-K, as well as in the documents incorporated by reference into this Form 10-K.

Risks Related to the COVID-19 Pandemic and Associated Economic Slowdown

The widespread outbreak of the novel coronavirus ("COVID-19") has adversely affected, and will likely continue to adversely affect, our business, financial condition, and results of operations. Moreover, the longer the pandemic persists, the more material the ultimate effects are likely to be.

The COVID-19 pandemic has negatively affected our business and is likely to continue to do so. However, the extent to which COVID-19 will negatively affect our business is unknown and will depend on the geographic spread of the virus, the overall severity of the disease, the duration of the pandemic, the actions undertaken by national, state and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume. The longer the pandemic persists, the more material the ultimate effects are likely to be.

We have implemented business continuity plans and continue to provide financial services to clients, while taking health and safety measures such as limiting access to the interior of our facilities, installing protective barriers, frequent cleaning of our facilities, providing our staff with personal protective equipment 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 could:

cause changes in consumer and business spending, borrowing and savings 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, such as those operating in the travel, lodging, retail, and entertainment industries, resulting in increases in loan delinquencies, problem assets, and foreclosures;
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 losses;
cause our vendors and counterparties to be unable to meet existing obligations to us;
negatively impact the business and collateral and collections of third party service providers that perform critical services for our business;
impede our ability to close mortgage loans, if appraisers and title companies are unable to perform their functions;
cause the value of our securities portfolio to decline;
cause the net worth and liquidity of loan guarantors to decline, impairing their ability to honor commitments to us; and
negatively impact our real estate operations due to a state mandated moratorium on evictions and foreclosures of residential properties.

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. We may not be successful in finding and integrating suitable successors in the event of key employee loss or unavailability.
22


Certain actions taken by U.S. or other governmental authorities, including the Federal Reserve, that are intended to ameliorate the macroeconomic effects of COVID-19 may cause additional harm to our business. Decreases in short-term interest rates, such as those announced by the Federal Reserve during the first fiscal quarter of 2020, have a negative impact on our results, as we have certain assets and liabilities that are sensitive to changes in interest rates.

Risks Related to Our Lending Activities

Our multifamily and commercial real estate lending practices expose us to increased lending risks and related loan losses.
At December 31, 2020, our multifamily and commercial real estate loan portfolios totaled $2.8 billion, or 45.7% of our total loan portfolio. Our current business strategy is to continue our originations of multifamily and commercial real estate loans. These loans generally expose a lender to greater risk of non-payment and loss than one-to-four family residential mortgage loans because repayment of the loans often depends on the successful operation of the properties and the income stream of the borrowers. These loans involve larger loan balances to single borrowers or groups of related borrowers compared to one-to four-family residential mortgage loans. Further, we may increase our loans to individual borrowers, which would result in larger loan balances. To the extent that borrowers have more than one multifamily or commercial real estate loan outstanding, an adverse development with respect to one loan or one credit relationship could expose us to a significantly greater risk of loss compared to an adverse development with respect to a one-to- four family residential real estate loan. Moreover, if loans that are collateralized by multifamily or commercial real estate properties, become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loan losses and adversely affect our earnings and financial condition.
Imposition of limits by the bank regulators on commercial and multifamily real estate lending activities could curtail our growth and adversely affect our earnings.
In 2006, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System (collectively, the “Agencies”) issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”). Although the CRE Guidance did not establish specific lending limits, it provides that a bank’s commercial real estate lending exposure could receive increased supervisory scrutiny where total non-owner-occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans, represent 300% or more of an institution’s total risk-based capital, and the outstanding balance of the commercial real estate loan portfolio has increased by 50% or more during the preceding 36 months. The balance of these real estate loans represented 283.8% of Columbia Bank’s total risk-based capital at December 31, 2020, and our commercial real estate loan portfolio increased by approximately 50% during the preceding 36 months.
In December 2015, the Agencies released a new statement on prudent risk management for commercial real estate lending (the “2015 Statement”). In the 2015 Statement, the Agencies, among other things, indicate the intent to continue “to pay special attention” to commercial real estate lending activities and concentrations going forward. If the Office of the Comptroller of the Currency, our primary federal regulator, were to impose restrictions on the amount of commercial real estate loans we can hold in our portfolio, for reasons noted above or otherwise, our earnings would be adversely affected.
Our origination of construction loans exposes us to increased lending risks.
We originate commercial construction loans, including speculative construction loans, primarily to professional builders for the construction and acquisition of personal residences, apartment buildings, retail, industrial/warehouse, office buildings and special purpose facilities. Speculative construction loans are loans made to builders who have not identified a buyer for the completed property at the time of loan origination. At December 31, 2020, $328.7 million, or 5.3%, of our loan portfolio, consisted of construction loans, of which $61.3 million, or 19.6% consisted of speculative construction loans. In addition, we originate residential construction loans primarily on a construction-to-permanent basis with such loans converting to an amortizing loan following the completion of the construction phase. Our construction loans present a greater level of risk than loans secured by improved, occupied real estate due to: (1) the increased difficulty at the time the loan is made of estimating the building costs and the selling price of the property to be built; (2) the increased difficulty and costs of monitoring the loan; (3) the higher degree of sensitivity to increases in market rates of interest; and (4) the increased difficulty of working out loan problems. In addition, with respect to speculative construction loans, repayment often depends on the successful construction or development and ultimate sale of the property and, possibly, unrelated cash needs of the borrowers. Further, construction costs may exceed original estimates as a result of increased materials, labor or other costs. Construction loans also often involve the disbursement of funds with repayment dependent, in part, on the success of the project and the ability of the borrower to sell or lease the property or refinance the indebtedness.
23


Our concentration of residential mortgage loans exposes us to increased lending risks.
At December 31, 2020, $1.9 billion, or 31.5%, of our loan portfolio was secured by one-to-four family real estate, a significant majority of which is located in the State of New Jersey, and to a lesser extent New York and Pennsylvania, and we intend to continue this type of lending in the foreseeable future. One-to-four family residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. A decline in residential real estate values as a result of a downturn in the local housing market or in the markets in neighboring states in which we originate residential mortgage loans could reduce the value of the real estate collateral securing these types of loans. Declines in real estate values could cause some of our residential mortgages to be inadequately collateralized, which would expose us to a greater risk of loss if we seek to recover on defaulted loans by selling the real estate collateral.
Our commercial business lending activities expose us to additional lending risks.
We make commercial business loans in our market area to a variety of professionals, sole proprietorships, partnerships and corporations. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property, the value of which tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise, may fluctuate in value and may depend on the borrower’s ability to collect receivables. We have increased our focus on commercial business lending in recent years and intend to continue to focus on this type of lending in the future.
If our allowance for loan losses is not sufficient to cover actual loan losses, our results of operations would be negatively affected.
In determining the amount of the allowance for loan losses, we analyze our loss and delinquency experience by loan categories and we consider the effect of existing economic conditions. In addition, we make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. If the actual results are different from our estimates, or our analyses are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, which would require additions to our allowance and would decrease our net income. Our emphasis on loan growth and on increasing our portfolio, as well as any future credit deterioration, will require us to increase our allowance further in the future.
In addition, our banking regulators periodically review our allowance for loan losses and could require us to increase our provision for loan losses. Any increase in our allowance for loan losses or loan charge-offs as required by regulatory authorities may have a material adverse effect on our results of operations and financial condition.
The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the New Jersey and metropolitan New York and Philadelphia economies.
While there is not a single employer or industry in our market area on which a significant number of our customers are dependent, a substantial portion of our loan portfolio is comprised of loans secured by property located in northern New Jersey and in metropolitan New York and Philadelphia. This makes us vulnerable to a downturn in the local economy and real estate markets. Adverse conditions in the local economy such as unemployment, recession, a catastrophic event or other factors beyond our control could impact the ability of our borrowers to repay their loans, which could impact our net interest income. Decreases in local real estate values caused by economic conditions, recent changes in tax laws or other events could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure. Further, deterioration in local economic conditions could drive the level of loan losses beyond the level we have provided for in our allowance for loan losses, which in turn could necessitate an increase in our provision for loan losses and a resulting reduction to our earnings and capital.
Economic conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which could have an adverse effect on our results of operations.
Prolonged deteriorating economic conditions could significantly affect the markets in which we do business, the value of our loans and securities, and our ongoing operations, costs and profitability. Further, declines in real estate values and sales volumes and elevated unemployment levels may result in higher loan delinquencies, increases in our non-performing and classified assets and a decline in demand for our products and services. These events may cause us to incur losses and may adversely affect our financial condition and results of operations. Reduction in problem assets can be slow, and the process can be exacerbated by the condition of the properties securing non-performing loans and the lengthy foreclosure process in New Jersey. To the extent that we must work
24


through the resolution of assets, economic problems may cause us to incur losses and adversely affect our capital, liquidity, and financial condition.
Risks Related to Our Growth Strategies

Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy includes growth in assets and deposits and the scale of our operations. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, competition from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding deposit and lending capacity that generally require a period of time to generate the necessary revenues to offset their costs, especially in areas in which we do not have an established presence and that require alternative delivery methods. Accordingly, any such business expansion can be expected to negatively impact our earnings for some period of time until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in modernizing existing facilities, opening new branches or deploying new services.

We are subject to certain risks in connection with our strategy of growing through mergers and acquisitions.
Mergers and acquisitions are currently a component of our business model and growth strategy. On November 1, 2019, we completed our acquisition of Stewardship Financial and its wholly owned subsidiary, Atlantic Stewardship Bank, and on April 1, 2020 we completed our acquisition of the Roselle Entities. It is possible that we could acquire other banking institutions, other financial services companies or branches of banks in the future. Acquisitions typically involve the payment of a premium over book and trading values and, therefore, may result in the dilution of our tangible book value per share. Our ability to engage in future mergers and acquisitions depends on various factors, including: (1) our ability to identify suitable merger partners and acquisition opportunities; (2) our ability to finance and complete transactions on acceptable terms and at acceptable prices; and (3) our ability to receive the necessary regulatory and, when required, stockholder approvals. Our inability to engage in an acquisition or merger for any of these reasons could have an adverse impact on the implementation of our business strategies. Furthermore, mergers and acquisitions involve a number of risks and challenges, including (1) our ability to achieve planned synergies and to integrate the branches and operations we acquire, and the internal controls and regulatory functions into our current operations; (2) the integration process could adversely affect our ability to maintain relationships with existing customers; (3) the diversion of management’s attention from existing operations, which may adversely affect our ability to successfully conduct our business and negatively impact our financial results and (4) our ability to identify potential asset quality issues or contingent liabilities during the due diligence process.

Risks Related to Our Business and Industry Generally

Ineffective liquidity management could adversely affect our financial results and condition.

Effective liquidity management is essential for the operation of our business. We require sufficient liquidity to meet customer loan requests, customer deposit maturities/withdrawals, payments on our debt obligations as they come due and other cash commitments under both normal operating conditions and other unpredictable circumstances causing industry or general financial market stress. Our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy generally. Factors that could detrimentally impact our access to liquidity sources include a downturn in the geographic markets in which our loans and operations are concentrated or difficult credit markets. Our access to deposits may also be affected by the liquidity needs of our depositors. In particular, a majority of our liabilities are checking accounts and other liquid deposits, which are payable on demand or upon several days’ notice, while by comparison, a substantial majority of our assets are loans, which cannot be called or sold in the same time frame. Although we have historically been able to replace maturing deposits and advances as necessary, we might not be able to replace such funds in the future, especially if a large number of our depositors seek to withdraw their accounts, regardless of the reason. A failure to maintain adequate liquidity could materially and adversely affect our business, results of operations or financial condition.

25


Changes in interest rates or the shape of the yield curve may hurt our profits and asset values and our strategies for managing interest rate risk may not be effective.
We are subject to significant interest rate risk as a financial institution with a high percentage of fixed rate loans and certificates of deposit on our balance sheet. From 2015 to 2018 the Federal Reserve Board’s Open Market Committee increased its federal funds rate target from a range of 0.00% to 0.25% to a range of 2.25% to 2.50%. However, beginning in July 2019, the Committee began lowering the target rate in response to a slowing economy, and in March 2020, lowered their target rate back to 0.00%-0.25% in response to the economic impacts of the COVID-19 crisis. This resulted in a steepening of the yield curve to a flattening of the curve as long-term rates fell shortly thereafter. Our interest-bearing liabilities reprice or mature more quickly than our interest-earning assets. Changes in the general level of interest rates can affect our net interest income by affecting the difference between the weighted-average yield earned on our interest-earning assets and the weighted-average rate paid on our interest-bearing liabilities, or interest rate spread, and the average life of our interest-earning assets and interest-bearing liabilities. Changes in interest rates also can affect: (1) our ability to originate loans; (2) the value of our interest-earning assets and our ability to realize gains from the sale of such assets; (3) our ability to obtain and retain deposits in competition with other available investment alternatives; and (4) the ability of our borrowers to repay their loans, particularly adjustable or variable rate loans. Interest rates are highly sensitive to many factors, including government monetary policies, domestic and international economic and political conditions and other factors beyond our control.

We may be adversely affected by recent changes in U.S. tax laws and regulations.
Changes in tax laws contained in the Tax Cuts and Jobs Act (“Tax Act”), which was enacted in December 2017, included a number of provisions that have had an impact on the banking industry, borrowers and the market for residential real estate. Included in this legislation was a reduction of the corporate income tax rate from 35% to 21%. In addition, other changes which could effect our borrowers include: (i) a lower limit on the deductibility of mortgage interest on single-family residential mortgage loans, (ii) the elimination of interest deductions for certain home equity loans, (iii) a limitation on the deductibility of business interest expense and (iv) a limitation on the deductibility of property taxes and state and local income taxes.

Theses changes in the tax laws may have an adverse effect on the market for, and valuation of, residential properties, and on the demand for such loans in the future, and could make it harder for borrowers to make their loan payments. In addition, these recent changes may also have a disproportionate affect on taxpayers in states with high residential home prices and high state and local taxes, such as New Jersey and New York. If home ownership becomes less attractive, demand for mortgage loans could decrease. The value of the properties securing loans in our loan portfolio may be adversely impacted as a result of the changing economics of home ownership, which could require an increase in our provision for loan losses, which would reduce our profitability and could materially adversely affect our business, financial condition and results of operations.

Additionally, legislation in New Jersey that was adopted in July 2018 has increased our state income tax liability and our overall tax expense. The legislation imposed a temporary surtax on corporations earning New Jersey allocated income in excess of $1 million of 2.5% for tax years beginning on or after January 1, 2018 through December 31, 2019, and of 1.5% for tax years beginning on or after January 1, 2020 through December 31, 2021. Subsequently, in September 2020, New Jersey enacted legislation that restored and extended the 2.5% Corporation Business Tax surcharge to apply retroactively from January 1, 2020 through December 31, 2023. The 2018 legislation also required combined filing for members of an affiliated group for tax years beginning on or after January 1, 2019, changing New Jersey’s current status as a separate return state, and limited the deductibility of dividends received. These changes are not temporary. All regulations implementing the legislative changes have not yet been issued, so we cannot fully evaluate the impact of the legislation on our overall tax expense. However, the legislation may cause us to lose the benefit of certain of our tax management strategies and may cause our total tax expense to increase.

Municipal deposits are one important source of funds for us and a reduced level of such deposits may hurt our profits.
Municipal deposits are an important source of funds for our lending and investment activities. At December 31, 2020, $599.8 million, or 8.8%, of our total deposits were comprised of municipal deposits, including public funds deposits from local government entities primarily domiciled in the State of New Jersey. Given our use of these high-average balance municipal deposits as a source of funds, our inability to retain such funds could have an adverse effect on our liquidity. In addition, our municipal deposits are primarily demand deposit accounts or short-term deposits and therefore are more sensitive to changes in interest rates. If we are forced to pay higher rates on our municipal deposits to retain those funds, or if we are unable to retain those funds and we are forced to turn to borrowing sources for our lending and investment activities, the interest expense associated with such borrowings may be higher than the rates we are paying on our municipal deposits, which could adversely affect our net income.
26


We are dependent on our information technology and telecommunications systems and third-party service providers; systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.
Our business is dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party service providers. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If significant, sustained or repeated, a system failure or service denial could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on us.

Our third-party service providers may be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We likely will expend additional resources to protect against the threat of such security breaches and computer viruses, or to alleviate problems caused by such security breaches or viruses. To the extent that the activities of our third-party service providers or the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation costs and other possible liabilities.

Security breaches and cybersecurity threats could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and that of our customers, suppliers and business partners, as well as personally identifiable information about our customers and employees. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. We, our customers, and other financial institutions with which we interact, are subject to ongoing, continuous attempts to penetrate key systems by individual hackers, organized criminals, and in some cases, state-sponsored organizations. While we have established policies and procedures to prevent or limit the impact of cyber-attacks, there can be no assurance that such events will not occur or will be adequately addressed if they do. In addition, we also outsource certain cybersecurity functions, such as penetration testing, to third party service providers, and the failure of these service providers to adequately perform such functions could increase our exposure to security breaches and cybersecurity threats. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other malicious code and cyber-attacks that could have an impact on information security. Any such breach or attacks could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such unauthorized access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties; disrupt our operations and the services we provide to customers; damage our reputation; and cause a loss of confidence in our products and services, all of which could adversely affect our financial condition and results of operations.

We must keep pace with technological change to remain competitive.
Financial products and services have become increasingly technology-driven. Our ability to meet the needs of our customers competitively, and in a cost-efficient manner, is dependent on the ability to keep pace with technological advances and to invest in new technology as it becomes available, as well as related essential personnel. In addition, technology has lowered barriers to entry into the financial services market and made it possible for financial technology companies and other non-bank entities to offer financial products and services traditionally provided by banks. The ability to keep pace with technological change is important, and the failure to do so, due to cost, proficiency or otherwise, could have a material adverse impact on our business and therefore on our financial condition and results of operations.
Because the nature of the financial services business involves a high volume of transactions, we face significant operational risks.
We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or outside persons, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of our internal control system and compliance requirements, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulations, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. Although our control testing has not identified any significant deficiencies in our internal control system, a breakdown in our internal control system, improper operation of our systems or improper employee actions could result in material financial loss to us, the imposition of regulatory action, and damage to our reputation.
27


The building of market share through our branch office strategy, and our ability to achieve profitability on new branch offices, may increase our expenses and negatively affect our earnings.
We believe there are branch expansion opportunities within our market area and adjacent markets, including other states, and will seek to grow our deposit base by adding branches to our existing branch network. There are considerable costs involved in opening branch offices, especially in light of the capabilities needed to compete in today’s environment. Moreover, new branch offices generally require a period of time to generate sufficient revenues to offset their costs, especially in areas in which we do not have an established presence. Accordingly, new branch offices could negatively impact our earnings and may do so for some period of time. Our investments in products and services, and the related personnel required to implement new policies and procedures, take time to earn returns and can be expected to negatively impact our earnings for the foreseeable future. The profitability of our expansion strategy will depend on whether the income that we generate from the new branch offices will offset the increased expenses resulting from operating these branch offices.
Strong competition within our market area could hurt our profits and slow growth.
Our profitability depends upon our continued ability to compete successfully in our market area. We face intense competition both in making loans and attracting deposits. We continue to face stiff competition for one-to four-family residential loans from other financial service providers, including large national residential lenders and local community banks. Other competitors for one-to four-family residential loans include credit unions and mortgage brokers which keep overhead costs and mortgage rates down by selling loans and not holding or servicing them. Our competitors for commercial real estate and multifamily loans include other community banks, commercial lenders and insurance companies, some of which are larger than us and have greater resources and lending limits than we have and offer services that we do not provide, along with government agencies such as Freddie Mac, Fannie Mae and Ginnie Mae. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which reduces net interest income. We expect competition to remain strong in the future.
Acts of terrorism and other external events could impact our ability to conduct business.
Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communication systems. Additionally, the metropolitan New York area and northern New Jersey remain central targets for potential acts of terrorism. Such events could cause significant damage, impact the stability of our facilities and result in additional expenses, impair the ability of our borrowers to repay their loans, reduce the value of collateral securing repayment of our loans, and result in the loss of revenue. The occurrence of any such event could have a material adverse effect on our business, operations and financial condition.
Severe weather, global pandemics, natural disasters, and other external events could significantly impact our business.
    Natural disasters, including severe weather events, global pandemics, and other adverse external events could have a significant impact on our ability to conduct business or upon third parties who perform operational services for us. Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in lost revenue, or cause us to incur additional expenses.
Economic, social and political conditions or civil unrest in the United States, may affect the markets in which we operate, our customers, our ability to provide customer service, and could have a material adverse impact on our business, results of operations, or financial condition.

Our business may be adversely affected by instability, disruption or destruction in the markets in which we operate, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or man-made disasters, including storm or other events beyond our control, such as the COVID-19 pandemic, which has resulted in the imposition of related public health measures and travel restrictions, and civil unrest. Such events can increase levels of political and economic unpredictability, result in property damage and business closures within in our markets and increase the volatility of the financial markets. Any of these effects could have a material and adverse impact on our business and results of operations. These events also pose significant risks to the Company’s personnel and to physical facilities, transportation and operations, which could materially adversely affect the Company’s financial results.

Regulation of the financial services industry is intense, and we may be adversely affected by changes in laws and regulations.
We are subject to extensive government regulation, supervision and examination. Such regulation, supervision and examination govern the activities in which we may engage, and are intended primarily for the protection of the federal deposit insurance fund and Columbia Bank’s depositors.
28


In 2010 and 2011, in response to the financial crisis and recession that began in 2008, significant regulatory and legislative changes resulted in broad reform and increased regulation affecting financial institutions. The Dodd-Frank Act has created a significant shift in the way financial institutions operate and has restructured the regulation of depository institutions by merging the Office of Thrift Supervision, which previously regulated Columbia Bank, into the Office of the Comptroller of the Currency, and assigning the regulation of savings and loan holding companies to the Federal Reserve Board. The Dodd-Frank Act also created the Consumer Financial Protection Bureau to administer consumer protection and fair lending laws, a function that was formerly performed by the depository institution regulators. The Dodd-Frank Act contains various provisions designed to enhance the regulation of depository institutions and prevent the recurrence of a financial crisis such as that which occurred in 2008 and 2009. The Dodd-Frank Act has had and may continue to have a material impact on our operations, particularly through increased regulatory burden and compliance costs. Any future legislative changes could have a material impact on our profitability, the value of assets held for investment or the value of collateral for loans. Future legislative changes could also require changes to business practices and potentially expose us to additional costs, liabilities, enforcement action and reputational risk.
Federal regulatory agencies have the ability to take strong supervisory actions against financial institutions that have experienced increased loan production and losses and other underwriting weaknesses or have compliance weaknesses. These actions include the entering into of formal or informal written agreements and cease and desist orders that place certain limitations on their operations, and/or they can impose fines. If we were to become subject to a regulatory action, such action could negatively impact our ability to execute our business plan, and result in operational restrictions, as well as our ability to grow, pay dividends, repurchase stock or engage in mergers and acquisitions. See “Item 1: Business -Regulation and Supervision-Federal Banking Regulation-Capital Requirements” for a discussion of regulatory capital requirements.
Changes to LIBOR may adversely impact the value of, and the return on, our loans, securities and derivatives which are indexed to LIBOR
    We have loans, securities and debt obligations whose interest rate is indexed to the London InterBank Offered Rate (LIBOR). The United Kingdom’s Financial Conduct Authority, which is responsible for regulating LIBOR, has announced that the publication of LIBOR is not guaranteed beyond 2021and it appears highly likely that LIBOR will be discontinued or modified by 2021. At this time, no consensus exists as to what reference rate or rates or benchmarks may become acceptable alternatives to LIBOR, although the Alternative Reference Rates Committee (a group of private-market participants convened by the Federal Reserve Board and the Federal Reserve Bank of New York) has identified the Secured Overnight Financing Rate, or SOFR, as the recommend alternative to LIBOR. Uncertainty as to the adoption, market acceptance or availability of SOFR or other alternative reference rates may adversely affect the value of LIBOR-based loans and securities in our portfolio and may impact the availability and cost of hedging instruments and borrowings. The language our LIBOR-based contracts and financial instruments has developed over time and may have various events that trigger when a successor index to LIBOR would be selected. If a trigger is satisfied, contracts and financial instruments may give us or the calculation agent, as applicable, discretion over the selection of the substitute index for the calculation of interest rates. The implementation of a substitute index or the calculation of interest rates under our loan agreements may result in us incurring significant expenses in effecting the transition and may result in disputes or litigation with customers over the appropriateness or comparability to LIBOR of the substitute index, any of which could have an adverse effect on our results of operations. We continue to develop and implement plans to mitigate the risks associated with the expected discontinuation of LIBOR.

The implementation of the Current Expected Credit Loss accounting standard could require us to increase our allowance for credit losses and may have a material adverse effect on our financial condition and results of operations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaces the incurred loss model with an expected loss model, which is referred to as the current expected credit loss model, or CECL. The Company previously elected to defer the adoption of ASU 2016-13 until December 31, 2020 as permitted by the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"). However, in late December 2020, the Consolidated Appropriations Act, 2021 was enacted, and extended certain provisions of the CARES Act, which allowed the Company to further extend the adoption of CECL until January 1, 2022. As a result, the Company elected to extend its adoption of CECL in accordance with the recent legislation. This standard requires earlier recognition of expected credit losses on loans and certain other instruments, compared to the incurred loss model. The change to the CECL framework requires us to greatly increase the data we must collect and review to determine the appropriate level of the allowance for credit losses. The adoption of CECL may result in greater volatility in the level of the allowance for credit losses, depending on various factors and assumptions applied in the model, such as the forecasted economic conditions in the foreseeable future and loan payment behaviors. Any increase in the allowance for credit losses, or expenses incurred to determine the appropriate level of the allowance for credit losses, may have an adverse effect on our financial condition and results of operations.

Item 1B.    Unresolved Staff Comments

    None.

29


Item 2.    Properties

    We conduct our business through our main office and 61 branch offices located in Bergen, Passaic, Morris, Essex, Union, Middlesex, Monmouth, Burlington, Camden, Gloucester, Somerset and Hunterdon Counties in New Jersey. We own 28 properties and lease the other 33 properties. First Jersey Title Services, Inc. operates within one of our branch facilities.

Item 3.    Legal Proceedings

    From time to time, Columbia Financial and Columbia Bank are involved in routine legal proceedings in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to our financial condition, results of operations and cash flows.

Item 4.    Mine Safety Disclosures

    None.


PART II

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Stock Listing and Holders
    The Company’s common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “CLBK.” As of February 24, 2021 the Company had approximately 3,808 holders of record of common stock.

Dividends

The Company has not declared any dividends to holders of its common stock and we do not currently anticipate paying dividends on our common stock. Our board of directors has the authority to declare dividends on our shares of common stock, and may determine to pay dividends in the future, subject to statutory and regulatory requirements and other considerations such as the ability of Columbia Bank MHC to receive permission to waive receipt of any dividends we may determine to declare in the future.
A policy statement issued by the Federal Reserve Board provides that dividends should be paid only out of current earnings and only if our prospective rate of earnings retention is consistent with our capital needs, asset quality and overall financial condition. Regulatory guidance also provides for prior regulatory consultation with respect to capital distributions in certain circumstances, such as where a holding company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or a holding company’s overall rate of earnings retention is inconsistent with its capital needs and overall financial condition. In determining whether to pay a cash dividend in the future and the amount of any cash dividend, the board of directors is expected to take into account a number of factors, including regulatory capital requirements, our financial condition and results of operations, other uses of funds for the long-term value of stockholders, tax considerations, statutory and regulatory limitations and general economic conditions.
If Columbia Financial pays dividends to its stockholders, it also will be required to pay dividends to Columbia Bank MHC, unless Columbia Bank MHC is permitted by the Federal Reserve to waive the receipt of dividends. The Federal Reserve Board’s current position is to not permit a "non-grandfathered" mutual holding company, such as Columbia Bank MHC, to waive dividends declared by its subsidiary. Columbia Bank MHC may determine to apply to the Federal Reserve Board for approval to waive dividends if we determine to pay dividends to our stockholders without dilution of minority stockholders in the event of a second-step conversion to stock form. Given the Federal Reserve Board’s current position on this issue, there is no assurance that any request by Columbia Bank MHC to waive dividends from Columbia Financial would be permitted. The denial by the Federal Reserve Board of any such dividend waiver request, if sought, could significantly affect any determination by Columbia Financial to pay dividends or the amount of any dividend it might determine to pay in the future, if any.
Dividends we can declare and pay will depend, in part, upon receipt of dividends from Columbia Bank, because initially we will have no source of income other than dividends from Columbia Bank and earnings from the investment of the net proceeds from the minority stock offering that were retained by Columbia Financial and interest payments received in connection with the loan to our employee stock ownership plan. Regulations of the Federal Reserve Board and the Office of the Comptroller of the Currency impose limitations on “capital distributions” by savings institutions. See “Item 1: Business-Regulation And Supervision-Federal Banking Regulation-Capital Distributions.”
30


Stock Performance Graph
The following graph provided by S&P Global Market Intelligence compares the cumulative total return of the Company’s common stock with the cumulative total return of the Nasdaq Composite Index, SNL Thrift Index ($5 billion to $10 billion) and SNL Thrift MHCs Index. The graph assumes $100 was invested on April 20, 2018, at the end of the first day of trading of the Company’s common stock. Cumulative total return assumes reinvestment of all dividends. The performance graph is being furnished solely to accompany this report pursuant to Item 201(e) of Regulation S-K, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
clbk-20201231_g1.jpg
Period Ending
Index4/20/201812/31/201812/31/201912/31/2020
Columbia Financial, Inc.100.00 99.16 109.86 100.91 
NASDAQ Composite Index100.00 93.59 127.93 185.39 
SNL Thrift $5B-$10B Index100.00 86.98 106.37 90.71 
SNL Thrift MHCs Index100.00 101.57 123.31 113.10 
Source: S&P Global Market Intelligence








31


Equity Compensation Plan Information
    The following table sets forth information about the Company’s common stock that may be issued upon the exercise of stock options, warrants and rights under all of the Company’s equity compensation plans as of December 31, 2020:
(A)(B)(C)
Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding optionsWeighted Average Exercise Price of Outstanding OptionsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation plans (Excluding Securities Reflected in Column (A))
Equity compensation plans approved by
stockholders:
2019 Equity Incentive Plan3,798.628 $15.66 1,969,941 
Equity compensation plans not yet approved by stockholders:
None.— — — 
Total3,798.628 $15.66 1,969,941 


Issuer Purchases of Equity Securities

The following table reports information regarding repurchases of the Company’s common stock during the quarter ended December 31, 2020:
Period 
Total Number of Shares (2)
 Average Price Paid per Share 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
 Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 - 31, 2020 1,516,966 $12.36 1,516,710 2,858,358 
November 1 - 30, 2020 973,728 12.36 973,600 1,884,758 
December 1 - 31, 2020 1,017,723 15.15 1,015,700 869,058 
Total 3,508,417 $13.66 3,506,010 

(1)    On September 10, 2020, the Company announced that its Company's Board of Directors authorized a new stock repurchase program to acquire up to 5,000,000 shares of the Company's issued and outstanding common stock, commencing on September 15, 2020. On February 1, 2021, the Company announced that its Board of Directors authorized a new stock repurchase program to acquire up to 5,000,000 shares, or approximately 4.5%, of the Company's then currently issued and outstanding common stock, commencing upon the completion of the Company’s existing stock repurchase program that was approved in September 2020.

(2)    During the three months ended December 31, 2020, 736 shares were repurchased pursuant to forfeitures and 1,671 shares were repurchased for taxes related to the 2019 Equity Incentive Plan and not as part of a share repurchase program.







32


Item 6.    Selected Consolidated Financial and Other Data

    The summary financial information presented below is derived in part from our consolidated financial statements. The following is only a summary and should be read in conjunction with the consolidated financial statements and notes beginning on page 82. The information as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018, is derived in part from the audited consolidated financial statements that appear in this Annual Report on Form 10-K. The information at December 31, 2018 and 2017 and September 30, 2017 and 2016 and for the years ended September 30, 2017 and 2016 is derived in part from our audited consolidated financial statements that do not appear in this Annual Report on Form 10-K. The information at or for the year ended December 31, 2017 is unaudited. The information presented below reflects the Company on a consolidated basis and does not include the financial condition, results of operations or other data of Columbia Bank MHC.
At December 31,At September 30,
202020192018201720172016
(In thousands)
Financial Condition Data:
Total assets$8,798,536 $8,188,694 $6,691,618 $5,766,500 $5,429,328 $5,037,412 
Total cash and cash equivalents422,957 75,547 42,201 65,498 100,975 45,694 
Debt securities available for sale1,316,952 1,098,336 1,032,868 710,570 557,176 771,779 
Debt securities held to maturity262,720 285,756 262,143 239,618 132,939 — 
Loans receivable, net (1)
6,107,094 6,135,857 4,916,840 4,400,470 4,307,623 3,932,242 
Deposits6,778,624 5,645,842 4,413,873 4,263,315 4,123,428 3,822,815 
Borrowings799,364 1,407,022 1,189,180 929,057 733,043 681,990 
Stockholder's equity1,011,287 982,517 972,060 472,070 475,914 439,664 
(1) Loans are shown net of allowance for loan losses, deferred costs and fees, purchased premiums and discounts.
For the Years Ended December 31,For the Years Ended September 30,
202020192018201720172016
(In thousands)
Operating Data:
Interest income$295,711 $261,083 $226,290 $189,274 $184,226 $168,977 
Interest expense74,138 88,712 62,256 45,965 44,446 43,962 
Net interest income221,573 172,371 164,034 143,309 139,780 125,015 
Provision for loan losses18,447 4,224 6,677 9,826 6,426 417 
Net interest income after provision for loan losses203,126 168,147 157,357 133,483 133,354 124,598 
Non-interest income31,270 31,636 21,688 16,818 17,172 18,927 
Non-interest expense158,139 128,701 145,386 105,421 103,446 93,769 
Income before income tax expense76,257 71,082 33,659 44,880 47,080 49,756 
Income tax expense18,654 16,365 10,923 20,123 16,008 16,803 
Net income$57,603 $54,717 $22,736 $24,757 $31,072 $32,953 








33


At or For the Years Ended December 31,At or For the Years Ended September 30,
202020192018201720172016
Performance Ratios:
Return on average assets0.66 %0.77 %0.36 %0.46 %0.60 %0.67 %
Core return on average assets (1)0.72 0.77 0.79 0.55 0.70 0.67 
Return on average equity5.67 5.50 2.87 5.37 6.86 7.52 
Core return on average equity (2)6.17 5.51 6.12 6.27 7.93 7.52 
Interest rate spread (3)2.47 2.20 2.45 2.62 2.60 2.48 
Net interest margin (4)2.72 2.58 2.74 2.82 2.80 2.69 
Non-interest expense to average assets1.81 1.82 2.30 1.97 1.98 1.91 
Efficiency ratio62.54 63.09 78.28 65.84 65.91 65.14 
Core efficiency ratio (5)59.65 62.54 59.60 62.80 62.94 65.06 
Average interest-earning assets to average interest-bearing liabilities128.87 128.82 127.27 122.00 122.16 121.32 
Average equity to average assets11.62 14.04 12.53 8.61 8.68 8.92 
Basic and diluted earnings per share$0.52 $0.49 $0.20 N/AN/AN/A
Capital Ratios for Columbia Financial:
Total capital (to risk-weighted assets)18.54 %17.25 %23.45 %15.01 %15.11 %15.93 %
Tier 1 capital (to risk-weighted assets)17.29 16.05 22.19 13.76 13.85 14.68 
Common equity tier 1capital (to risk weighted assets)17.17 15.94 22.19 12.55 12.60 13.29 
Tier 1 capital (to adjusted total assets)11.38 12.92 15.75 10.54 10.59 10.70 
Capital Ratios for Columbia Bank:
Total capital (to risk-weighted assets)16.05 %14.25 %19.04 %14.90 %14.95 %15.67 %
Tier 1 capital (to risk-weighted assets)14.80 13.21 17.79 13.64 13.69 14.42 
Common equity tier 1capital (to risk weighted assets)14.80 13.21 17.79 13.64 13.69 14.42 
Tier 1 capital (to adjusted total assets)9.72 10.25 12.60 10.44 10.47 10.56 
Asset Quality Ratios:
Allowance for loan losses to total gross loans1.21 %1.00 %1.26 %1.31 %1.26 %1.30 %
Allowance for loan losses to total non-performing loans915.60 922.82 2,235.28 891.62 854.31 424.44 
Net charge-offs to average outstanding loans0.09 0.09 0.05 0.08 0.09 0.14 
Non-performing loans to total gross loans0.13 0.11 0.06 0.15 0.15 0.31 
Non-performing assets to total assets0.09 0.08 0.04 0.13 0.13 0.27 
Other Data:
Number of offices61 64 49 48 47 45 
(1) Represents GAAP net income adjusted for material non-routine operating items as a percent of average assets.
(2) Represents GAAP net income adjusted for material non-routine operating items as a percent of average equity.
(3) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost on average interest-bearing liabilities.
(4) Represents net interest income as a percent of average interest-earning assets.
(5) Core efficiency ratio represents our adjusted non-interest expense divided by our adjusted revenue. Core efficiency ratio is a non-GAAP financial measure derived from our efficiency ratio, which is calculated by dividing our total GAAP non-interest expense by our GAAP total income, and is adjusted for material non-routine operating items as detailed below. Management believes that the presentation of core efficiency ratio is commonly utilized by regulators and market analysts to evaluate the Company's financial condition, and believes that such information is useful to investors.
    


34


Reported amounts are presented in accordance with U.S. generally accepted accounting principles ("GAAP"). The tables above contain certain supplemental non-GAAP information that the Company’s management uses in its analysis of the Company’s financial results. Specifically, the Company provides measures based on what it believes are its operating earnings on a consistent basis, and excludes material non-routine operating items which affect the GAAP reporting of results of operations. The Company’s management believes that providing this information to analysts and investors allows them to better understand and evaluate the Company’s core financial results for the periods presented. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.

The following tables provides a reconciliation of GAAP to non-GAAP core net income and core efficiency ratios for each of the periods presented in the table above.

For the Years Ended December 31,For the Years Ended September 30,
202020192018201720172016
(Dollars in thousands)
Net income:$57,603 $54,717 $22,736 $24,757 $31,072 $32,953 
Less: gains on securities transactions, net of tax(279)(2,006)(79)1,689 380 (655)
Add: contribution to charitable foundation, net of tax— — 27,466 2,744 3,910 594 
Add: voluntary early retirement plan expenses, net of tax2,255 — — — — — 
Add: merger-related expenses, net of tax1,500 2,162 — — — — 
Add: loss on extinguishment of debt879 — — — — — 
Add: branch closure expense, net of tax1,075 — — — — — 
Core net income$63,033 $54,873 $50,123 $29,190 $35,362 $32,892 
    
For the Years Ended December 31,For the Years Ended September 30,
202020192018201720172016
(Dollars in thousands)
Non-interest expense$158,139 $128,701 $145,386 $105,421 $103,446 $93,769 
Less:
Voluntary early retirement plan expenses(3,018)— — — — — 
Charitable contribution to foundation— — (34,767)(3,509)(3,603)(347)
     Merger-related expenses(1,931)(2,755)— — — — 
Loss on extinguishment of debt(1,158)— — — — — 
Branch closure expenses(1,434)— — — — — 
Core non-interest expense$150,598 $125,946 $110,169 $101,912 $99,843 $93,422 
Net interest income221,573 172,371 164,034 143,309 139,780 125,015 
Non-interest income31,270 31,636 21,688 16,818 17,172 18,927 
Total income252,843 204,007 185,722 160,127 156,952 143,942 
Add:
(Gain) loss on securities transactions(370)(2,612)(116)2,159 1,689 (355)
Core income$252,473 $201,395 $185,606 $162,286 $158,641 $143,587 
Core efficiency ratio59.65 %62.54 %59.60 %62.80 %62.94 %65.06 %

35


PART II


Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

The objective of this section is to help potential investors understand our views on our results of operations and financial condition. You should read this discussion in conjunction with the consolidated financial statements and notes to the consolidated financial statements that appear at the end of this report.
Executive Summary
Our primary source of pre-tax income is net interest income. Net interest income is the difference between the interest we earn on our loans and securities and the interest we pay on our deposits and borrowings. Changes in levels of interest rates as well as the balances of interest-earning assets and interest-bearing liabilities affect our net interest income.
A secondary source of income is non-interest income, which is revenue we receive from providing products and services. Traditionally, the majority of our non-interest income has come from service charges, loan fees, interchange income, gains on sales of loans and securities, revenue from mortgage servicing, income from bank-owned life insurance and fee income from title insurance and wealth management businesses.
The non-interest expense we incur in operating our business consists of salaries and employee benefits expenses, occupancy expenses, depreciation, amortization and maintenance expenses and other miscellaneous expenses, such as loan expenses, advertising, insurance, professional services and federal deposit insurance premiums. Our largest non-interest expense is salaries and employee benefits, which consist primarily of salaries and wages paid to our employees, payroll taxes, and expenses for health insurance, retirement plans and other employee benefits.
Our business results are impacted by the pace of economic growth and the level of market interest rates, and the difference between short-term and long-term rates. The Federal Reserve Board is expected to keep rates on hold for the foreseeable future. The Federal Reserve reduced rates by 75 basis points in 2019, and in response to COVID-19, reduced rates again by 150 basis points in March 2020. Throughout this period, competition among banks to secure new customers, loans and deposits has remained fierce, and interest rate spreads have again declined over the last few years. We continue to adhere to our prudent underwriting standards and are committed to originating quality loans. Additionally, we have maintained relatively low levels of non-performing assets, past due loans and charge-offs, through all economic environments.
We believe that our strong capital profile positions us to advance our growth strategy by working with our customers to help them save and use credit wisely. It also allows us to continue to dedicate financial and human capital to support charitable organizations that benefit the communities we serve.
Business Strategy
Our business strategy is to continue to operate and grow a profitable community-oriented financial institution and to continue to shift our focus to more business-oriented commercial banking. We plan to achieve this by:
Increasing earnings through the growth of our balance sheet.
We intend to continue to grow our balance sheet through organic growth of loans and securities, funded by growth of deposits and borrowings. We expect that this growth will increase revenue faster than the growth of expenses, resulting in increased earnings over time.
As part of our growth strategy, we will seek to grow our loan portfolio and deposit base at consistent rates of growth. We have a diversified loan portfolio, which includes multifamily and commercial real estate loans, residential mortgage loans, residential and commercial construction loans, commercial business loans and consumer loans (primarily home equity loans and advances). While we intend to continue our focus on originations of one-to-four family residential mortgage loans as we grow our loan portfolio, we expect to continue to shift the mix of our loans over time, from residential mortgage loans, toward commercial loans and, correspondingly, shift our deposit mix toward commercial deposits, particularly non-interest-bearing checking accounts. These strategies along with continued deposit pricing discipline are expected to enhance our net interest margin.
36


Expanding our commercial business relationships.
Historically, our commercial loan products have consisted primarily of loans secured by multifamily and commercial real estate and construction loans. As part of our growth strategy, we intend to continue our increased focus on commercial business lending, which offers shorter terms and variable rates, helps to manage interest rate risk exposure, and provides us with an opportunity to offer a full range of our products and services, including cash management, and deposit products to commercial customers. In 2020, our commercial business loans increased 55.8% from the year ended December 31, 2019, which was due to the origination of SBA PPP loans which represented 45.7% of the commercial business portfolio at December 31, 2020. Historically, we have focused on lending in New Jersey with only a minimal volume from neighboring states, but anticipate that we will increase the amount of loans originated outside New Jersey as we continue to grow our commercial loan business. We anticipate that any such expansion of our commercial lending to market areas outside New Jersey will increase lending and deposit opportunities in those areas and provide geographic diversification within our portfolio.
Continuing to emphasize the origination of one- to four-family residential mortgage loans.
At December 31, 2020, $1.9 billion, or 31.5%, of our total loan portfolio consisted of one-to-four family residential mortgage loans. Although we expect to shift the mix of our loans over time, from residential mortgage loans, toward commercial loans, we intend to continue to emphasize the origination of one-to-four family residential mortgage loans in the future. We believe there are opportunities to maintain and increase our residential mortgage lending in our market area, and we have made efforts to take advantage of these opportunities by increasing our origination channels.
We originate one-to-four family residential mortgage loans for our own portfolio but periodically sell these loans to third party investors with servicing retained. We offer fixed-rate and adjustable-rate residential mortgage loans, which totaled $1.7 billion and $201.1 million, respectively, at December 31, 2020. To increase the origination of adjustable-rate loans, we intend to continue originating loans that bear a fixed interest rate for a period of up to seven years after which they convert to one-year adjustable-rate loans.
Increasing fee income through continued growth of fee-based activities.
We intend to focus on growing our existing title insurance business, expanding the scope of the wealth management services we provide, and increasing our revenues from loan servicing activities to increase the amount of fees earned from our fee-based businesses. Presently, the majority of Columbia Bank’s revenue comes from net interest income and less than 13% from other sources, including title insurance fees, loan and deposit fees, bank-owned life insurance and gains and losses on the sales of securities and loans. We expect to increase fee income from enhancing interchange services, generating additional commercial loan swap fee income and expanding treasury services.
We currently offer title insurance services through our title insurance agency and offer wealth management services through a third-party networking arrangement. In order to expand both of these services and to grow our wealth management business, we have considered the acquisition of title insurance agencies and wealth management businesses in recent years and expect to actively pursue the acquisition of such fee-based businesses, as well as considering the acquisition of other fee-based businesses such as insurance agencies and specialty lending companies. We continue to explore and evaluate acquisition opportunities of fee-based businesses, but we currently have no understandings or agreements with respect to any such acquisitions.
We also intend to grow our servicing revenue by continuing to periodically sell one-to-four family residential mortgage loans that we originate to third party investors, including other financial institutions, while retaining the servicing of such loans.
Expanding our franchise through de novo branching, branch acquisitions and the possible acquisition of other financial institutions and/or financial services companies.
We believe there are branch expansion opportunities within our market area and adjacent markets, including other states, and will seek to grow our deposit base by adding branches to our existing branch network. In addition to deposit generation, our branch network also generates one-to-four family loans, home equity loans and advances and other consumer loans. While we are aware of the industry branch consolidation trends, we believe that in order to attract new customers, we need to selectively expand our network to fill in gaps in the existing footprint and into adjacent markets. We believe that new smaller branch designs, which are more cost-efficient, are more appropriately sized and staffed for the expected transaction volumes.
Our growth strategy also includes the acquisition of other financial institutions within our market area as well as in neighboring states. On November 1, 2019, we completed our acquisition of Stewardship Financial and its wholly owned subsidiary, Atlantic Stewardship Bank, and on April 1, 2020 we completed our acquisition of the Roselle Entities. We intend to continue to actively pursue the acquisition of banks and thrifts, including thrifts in the mutual and mutual holding company structure. In the past,
37


we have relied upon organic growth rather than acquisitions to grow our franchise, and there is no guarantee that we will be successful in pursuing our acquisition strategy.
Maintaining asset quality through the application of a prudent, disciplined approach to credit risk as part of an overall risk management program.
We employ a conservative, analytical approach to the assets we acquire that we have tested over many different business and interest rate cycles. This applies to our securities portfolio, which is comprised primarily of liquid, low credit-risk, government agency-backed securities, as well as, our loan portfolio. Residential loans are underwritten to secondary market standards and our commercial lending policies are designed to be consistent with industry best practices. We subject our loan portfolio to independent internal and external reviews to validate conformance to policies and stress tests to identify areas of potential risk. We have management information systems that provide regular insight into the quantity and direction of credit risk in our loan portfolio segments, including borrower and industry-specific concentrations. We employ limits on concentration risks, including the ratios of commercial real estate and construction loan portfolios to capital. We have developed reporting, analytics and stress testing that we believe provide effective oversight of these portfolios at higher concentration levels.
We employ tools to ensure we are being appropriately compensated for the risks inherent in the lending products we offer, and in the specific transactions. Our commercial loan pricing model quantifies the credit and interest rate risk embedded in our new loan originations and provides a target return hurdle.
We operate with Risk Committees, at both the management and board levels, that review changes in the quantity and direction of risk. These committees review our key risk indicators, loan portfolio and liquidity stress tests and operational and cyber risk assessments, which draw from our Asset/Liability Committee data, our loan portfolio credit metrics and treasury risk (investment/funding) metrics.
Enhancing our technology infrastructure to broaden our product capabilities and improve product delivery and efficiency.
We have embraced the latest technological developments in the banking industry, which we believe allows us to better leverage our employees by enabling them to focus on developing customer relationships, generate retail deposits in an efficient manner, expand the suite of products that we can offer to customers and allow us to compete more efficiently and effectively as we grow. In 2019, we implemented a new commercial loan underwriting and a new relationship monitoring system to better support and manage our commercial customer base. In 2020, faced with the COVID-19 pandemic, we were able to quickly enable remote employee access via the Digital Workplaces initiative, accelerating the release of several digital banking and other Fintech solutions to support our customers. We introduced a new digital mortgage system which greatly expedited the handling of mortgage, home equity and HELOC applications. Internally, we continued to utilize our CRM solutions with additional capabilities. We are in the process of introducing a digital small business lending solution, online chat and appointment scheduling and expect to continue to enhance our digital technology platforms to provide more appealing products and services to our customers and support our sales and marketing initiatives. Currently, we are in the process of upgrading our current company-wide technology infrastructure to support both organic and inorganic growth in the Bank. With the additions of a Chief Information and Digital Officer and Head of Digital Technology Officer, we are strategically positioned to plan and deliver these efforts.
Focusing on an enhanced customer experience and continued customer satisfaction.
We believe that customer satisfaction is a key to generating sustainable growth and profitability. While continually striving to ensure that our products and services meet our customers’ needs, we also encourage our officers and employees to focus on providing personal service and attentiveness to our customers in a proactive manner.
In recent years, we have enhanced our image and brand recognition within our marketplace for banking services. Our strategy continues to be focused on providing quality customer service through our convenient branch network, supported by our Call Center, where customers can speak with a Bank representative to answer questions and resolve issues during business and extended hours. We believe that our ability to close transactions and deliver our services in a timely manner is attractive to our customers and distinguishes us from other financial institutions that operate in our marketplace. Our customers enjoy access to senior executives and decision makers and the value it brings to their businesses. We also offer convenient online and mobile banking tools for customers to transact business anytime and anywhere.
We believe that many opportunities remain to deliver what our customers want in the form of exceptional service and convenience and we intend to continue to focus our operating strategy on taking advantage of these opportunities.
38


Employing a stockholder-focused management of capital.
We intend to manage our capital position through the growth of assets, as well as the utilization of appropriate capital management tools, consistent with applicable regulations and policies, and subject to market conditions. Under Federal Reserve Board regulations, we were prohibited from repurchasing shares of our common stock for one year following our minority public offering that was completed in April 2018. Since June 2019, we have announced three stock repurchase programs under which we have repurchased an aggregated of 11,130,942 shares of common stock as of December 31, 2020. Most recently, on February 1, 2021, we announced that our Board of Directors authorized a new stock repurchase program to acquire up to 5,000,000 shares, or approximately 4.5%, of our then currently issued and outstanding common stock, commencing upon the completion of our existing stock repurchase program that was approved in September 2020.
Our Board of Directors has the authority to declare dividends on our shares of common stock, and may determine to pay dividends in the future, subject to statutory and regulatory requirements and other considerations such as the ability of Columbia Bank MHC to receive permission from the Federal Reserve Board to waive receipt of any dividends we may determine to declare in the future. If Columbia Financial pays dividends to its stockholders, it also will be required to pay dividends to Columbia Bank MHC, unless Columbia Bank MHC is permitted by the Federal Reserve Board to waive the receipt of dividends. The Federal Reserve Board’s current position is to not permit a "non-grandfathered" mutual holding company to waive dividends declared by its subsidiary. Columbia Bank MHC may determine to apply to the Federal Reserve Board for approval to waive dividends if we determine to pay dividends to our stockholders. Given the Federal Reserve Board’s current position on this issue, there is no assurance that any request by Columbia Bank MHC to waive dividends from Columbia Financial would be permitted. The denial by the Federal Reserve Board of any such dividend waiver request, if sought, could determine whether the board of directors of Columbia Financial determines to declare a dividend, or if so declared, could significantly limit the amount of dividends Columbia Financial would pay in the future, if any.
COVID-19

To assist customers impacted by the COVID-19 pandemic, through January 31, 2021, the Company granted commercial loan modification requests with respect to multifamily, commercial, and construction real estate loans, with current balances of $734.7 million and granted consumer-related loan modification requests with respect to one-to-four family real estate loans and home equity loans and advances with current balances of $178.1 million. Through December 31, 2020, the Company granted commercial loan modification requests with respect to multifamily, commercial, and construction real estate loans with balances of $735.1 million and consumer-related loan modification requests with respect to one-to-four family real estate loans and home equity loans and advances with balances of $180.2 million to customers affected by the COVID-19 pandemic. These short-term loan modifications are being treated in accordance with Section 4013 of the CARES Act and will not be treated as troubled debt restructurings during the short-term modification period if the loan was not in arrears at December 31, 2019. Furthermore, based on current evaluations, generally, we have continued the accrual of interest on these loans during the short-term modification period. The Consolidated Appropriations Act, 2021, which was enacted in late December 2020, extended certain provisions of the CARES Act, including provisions permitting loan deferral extension requests to not be treated as troubled debt restructurings. Commercial loan modification requests include various industries and property types.

Critical Accounting Policies
In the preparation of our consolidated financial statements, we have adopted various accounting policies that govern the application of U.S. generally accepted accounting principles (“GAAP”) and general practices within the banking industry. Our significant accounting policies are described in note 2 to the consolidated financial statements.
Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies, which are discussed below, to be critical accounting policies. These assumptions, estimates and judgments we use can be influenced by a number of factors, including the general economic environment. Actual results could differ from these judgments and estimates under different conditions, resulting in a change that could have a material impact on the carrying values of our assets and liabilities and our results of operations.
Allowance for Loan Losses. The calculation of the allowance for loan losses is a critical accounting policy of the Company because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the economic environment that could result in changes to the amount of the recorded allowance for loan losses. The allowance for loan losses is maintained at a level that management considers adequate to provide for estimated losses and impairment based upon an evaluation of known and inherent risk in the loan portfolio. The allowance consists of two elements: (1) identification of loans that must be reviewed individually for impairment and (2) establishment of an allowance for loan losses for loans collectively evaluated for impairment. We maintain a loan review system that provides a periodic review of the loan portfolio and the identification of impaired loans. The allowance for loan losses for loans individually evaluated for impairment is based on the fair value of collateral or
39


cash flows. While management uses the best information available to make such evaluations, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations.
The allowance for loan losses for loans collectively evaluated for impairment consists of both quantitative and qualitative loss components established for estimated losses inherent in the portfolio. The evaluation of the allowance for loan losses for loans collectively evaluated for impairment excludes impaired loans which are individually evaluated for impairment. We estimate the quantitative component of the allowance for loan losses for loans collectively evaluated for impairment by applying loss factors based upon the loan type categorization and risk ratings assigned to real estate loans and commercial business loans and by applying qualitative adjustments at the portfolio level. Quantitative loss factors give consideration to historical loss experience and migration experience by loan type over a look-back period, adjusted for a loss emergence period. Qualitative adjustments give consideration to other qualitative or environmental factors such as trends and levels of delinquencies, impaired loans, charge-offs, recoveries and loan volumes, as well as national and local economic trends and conditions. Qualitative adjustments reflect risks in the loan portfolio not captured by the quantitative loss factors and, as such, are evaluated relative to risk levels present over the look-back period. The reserves resulting from the application of both the quantitative experiences and qualitative factors are combined to arrive at the allowance for loan losses for loans collectability evaluated for impairment,
The allowance for loan losses is established through provisions for loan losses charged to income, which is based upon past loan loss experience and an evaluation of estimated losses in the current loan portfolio, including the evaluation of impaired loans. Although we believe that we have established and maintained the allowance for loan losses at appropriate levels, additional reserves may be necessary if future economic and other conditions differ substantially from the current operating environment. In addition, regulatory agencies periodically review the adequacy of our allowance for loan losses as an integral part of their examination process. Such agencies may require us to recognize additions to the allowance or additional write-downs based on their judgments about information available to them at the time of their examination.
Our financial results are affected by the changes in and the level of the allowance for loan losses. This process involves our analysis of internal and external variables, and it requires that we exercise judgment to estimate an appropriate allowance for loan losses. As a result of the uncertainty associated with this subjectivity, we cannot assure the precision of the amount reserved, should we experience sizable loan losses in any particular period. We believe the primary risks inherent in the portfolio are a general decline in the economy, a decline in real estate market values, rising unemployment, elevated unemployment, increasing vacancy rates, and increases in interest rates in the absence of economic improvement. Any one or a combination of these events may adversely affect a borrower's ability to repay its loan, resulting in increased delinquencies and loan losses. Accordingly, we have recorded loan losses at a level which is estimated to represent the current risk in its loan portfolio.
Most of our non-performing assets are collateral dependent loans which are written down to their current appraised value less estimated costs to sell. We continue to assess the collateral of these loans and update our appraisals on these loans on an annual basis. To the extent the property values decline, there could be additional losses on these non-performing assets, which may be material. Management considered these market conditions in deriving the estimated allowance for loan losses. Should economic difficulties occur, the ultimate amount of loss could vary from that estimate. For additional discussion related to the determination of the allowance for loan losses, see “Risk Management-Analysis and Determination of the Allowance for Loan Losses” and the notes to the consolidated financial statements.
Income Taxes. We are subject to the income tax laws of the various jurisdictions where we conduct business and estimate income tax expense based on amounts expected to be owed to these various tax jurisdictions. The estimated income tax expense (benefit) is reported in the Consolidated Statements of Income. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax assets and liabilities. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets are inherently subjective and are reviewed on a continual basis as regulatory and business factors change.
Accrued or prepaid taxes represent the net estimated amount due to or to be received from tax jurisdictions either currently or in the future and are reported in other assets or other liabilities in our consolidated financial statements. We assess the appropriate tax treatment of transactions and filing positions after considering statutes, regulations, judicial precedent and other pertinent information and maintain tax accruals consistent with our evaluation. Changes in the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws, status of examinations by the tax authorities and newly enacted statutory, judicial and regulatory guidance that could impact the relative merits of tax positions. These changes, when they occur, impact accrued taxes and can materially affect our operating results. The Company identified no significant income tax uncertainties through the evaluation of its income tax positions as of December 31, 2020 and 2019. Therefore, the Company has no unrecognized income tax benefits as of those dates.
40


As of December 31, 2020, we had net deferred tax assets totaling $7.2 million. In accordance with Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” we use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management is unable to conclude that it is more likely than not that it will realize deferred tax assets based on the nature and timing of these items. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period enacted. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax assets and liabilities. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets are inherently subjective and are reviewed on a regular basis as regulatory or business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. A valuation allowance that results in additional income tax expense in the period in which it is recognized would negatively affect earnings. Management believes, based upon current facts, that it is more likely than not that there will be sufficient taxable income in future years to realize the federal deferred tax assets and that it is more likely than not that the benefits from certain state temporary differences will not be realized. In recognition of this risk, we have provided a valuation allowance of $3.4 million as of December 31, 2020 on the deferred tax assets related to the Bank’s state net operating losses and temporary differences.
Post-retirement Benefits. We provide certain health care and life insurance benefits, along with a split-dollar BOLI death benefit, to eligible retired employees. We accrue the cost of retiree health care and other benefits during the employees’ period of active service. We account for benefits in accordance with ASC Topic 715 “Pension and Other Post-retirement Benefits.” The guidance requires an employer to: (a) recognize in the statement of financial position the over funded or underfunded status of a defined benefit post-retirement plan measured as the difference between the fair value of plan assets and the benefit obligations; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the Company's fiscal year (with limited exceptions); and (c) recognize as a component of other comprehensive income (loss), net of tax, the actuarial gain and losses and the prior service costs and credits that arise during the period. These assets and liabilities and expenses are based upon actuarial assumptions including interest rates, rates of increase in compensation, expected rate of return on plan assets and the length of time we will have to provide those benefits. Actual results may differ from these assumptions. These assumptions are reviewed and updated at least annually and management believes the estimates are reasonable.
Pending Accounting Pronouncements
    In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this update modify the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans by removing disclosures that no longer are considered cost beneficial, clarifying the specific requirements of disclosures, and adding disclosure requirements identified as relevant. Among other changes, the ASU adds disclosure requirements to Topic 715-20 for the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation of the reasons for significant gains and losses related to changes in benefit obligation for the period. The amendments remove disclosure requirements for the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year, the amount and timing of plan assets expected to be returned to the employer, and the effects of a one-percentage-point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligation for post-retirement health care benefits. ASU 2018-14 is effective for fiscal years beginning after December 15, 2020, including interim reporting periods within that reporting period, with early adoption permitted. The update is to be applied on a retrospective basis. The Company adopted this ASU effective January 1, 2021, and as its adoption is only disclosure related, it did not have a significant impact on the Company's consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL"), further amended by ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. Topic 326 pertains to the measurement of credit losses on financial instruments. This update requires the measurement of all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better determine their credit loss estimates. This update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. This update is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2019.

41


    The Company elected to defer the adoption of the CECL methodology until December 31, 2020 as permitted by the enacted Coronavirus Aid, Relief and Economic Security Act ("CARES Act"). In late December 2020, the Consolidated Appropriations Act, 2021 was enacted, and extended certain provisions of the CARES Act, which allowed the Company to extend the adoption of CECL until January 1, 2022. The Company elected to extend its adoption of CECL in accordance with recent legislation, and will adopt the above mentioned ASUs related to Financial Instruments -Credit Losses (Topic 326) using a modified retrospective approach. Our CECL methodology includes the following key factors and assumptions for all loan portfolio segments:

a historical loss period, which represents a full economic credit cycle utilizing internal loss experience, as well as industry and peer historical loss data;

a single economic scenario with a reasonable and supportable forecast period of four to six quarters based on management’s current review of macroeconomic factors and the reliability of extended economic forecasts over different time horizons;

a reversion to historical mean period (after the reasonable and supportable forecast period) using a straight-line approach that extends through the shorter of six quarters or the end of the remaining contractual term; and

expected prepayment rates based on a combination of our historical experience and market observations.

    Based on several analyses performed, as well as an implementation analysis utilizing existing exposures and forecasts of macroeconomic conditions at December 31, 2020, we currently expect the adoption of ASU 2016-13 will result in a decrease between 10% and 20% in our allowance for loan losses and our reserves for unfunded commitments. If the Company was required to adopt CECL as of January 1, 2021, the impact of the adoption would result in a decrease in reserves consistent with the above range.

    As part of the implementation of the ASU, the Company will reconcile historical loan data, determine segmentation of the loan portfolio for application of the CECL calculation, determine the key assumptions, select calculation methods, and establish an internal control framework. We are currently finalizing the execution of our implementation controls and enhancing process documentation.

    The expected increase in the allowance for loan losses and reserve for unfunded commitments is a result of the change from an incurred loss model, which encompasses allowances for current known and inherent losses within the portfolio, to an expected loss model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. Furthermore, ASU 2016-13 will necessitate that we establish an allowance for expected credit losses for certain debt securities and other financial assets; however, we do not expect these allowances to be significant.

    Future amounts of provision expense related to our allowance for loan losses and reserves for unfunded commitments will depend on the size and composition of our loan portfolio, future economic conditions and borrowers’ payment performance. Future amounts of provision related our debt securities will depend on the composition of our securities portfolio and current market conditions.

    The adoption of ASU 2016-13 is not expected to have a significant impact on our regulatory capital ratios.
    
    Upon adoption, any impact to the allowance for credit losses, currently the allowance for loan losses, will be reflected as an adjustment to retained earnings, net of tax.

Comparison of Financial Condition at December 31, 2020 and 2019

General
Total assets increased $609.8 million, or 7.4%, to $8.8 billion at December 31, 2020 from $8.2 billion at December 31, 2019. The increase in total assets was primarily attributable to increases in cash and cash equivalents of $347.4 million, debt securities available for sale of $218.6 million, bank-owned life insurance of $21.4 million, goodwill and intangible assets of $18.8 million, and other assets of $64.1 million. These increases were impacted by the acquisition of assets with fair values totaling $422.1 million in connection with the acquisition of the Roselle Entities. Total liabilities increased $581.1 million, or 8.1%, to $7.8 billion at December 31, 2020 from $7.2 billion at December 31, 2019. The increase was primarily attributable to an increase in deposits of $1.1 billion, or 20.1%, and an increase in accrued expenses and other liabilities of $58.9 million, or 50.0%, partially offset by a decrease in borrowings of $607.7 million, or 43.2%. The increase in total deposits was impacted by the assumption of $333.2 million in deposits in connection with the acquisition of the Roselle Entities. Stockholders’ equity increased $28.8 million, or 2.9%, to $1.0 billion at December 31, 2020 from $982.5 million at December 31, 2019, primarily due to net income of $57.6 million, an increase in additional capital of $68.5 million due to the issuance of 4,759,048 shares of Company common stock to Columbia Bank MHC in connection with the acquisition of the Roselle Entities, and improved fair values on debt securities within the available for sale portfolio of $27.2
42


million, partially offset by the repurchase of approximately 7,587,142 shares of common stock totaling $108.2 million and the increase in the funded status of retirement plan obligations of $14.2 million.
Securities
Debt securities available for sale and held to maturity increased $195.6 million, or 14.1%, to $1.6 billion at December 31, 2020 from $1.4 billion at December 31, 2019. The increase in securities during 2020 was primarily impacted by the acquisition of $66.7 million in securities from Roselle Bank, coupled with an increase in the unrealized gain on the debt securities available for sale portfolio. We continue to focus on maintaining a high quality securities portfolio that provides consistent cash flows in changing interest rate environments. At December 31, 2020, our total securities portfolio was 18.0% of total assets, as compared to 16.9% at December 31, 2019.
At December 31, 2020, 91.1% of the debt securities available for sale portfolio was comprised of mortgage-backed securities and CMOs issued by Freddie Mac, Fannie Mae and Ginnie Mae. These securities are guaranteed by the issuing agency and backed by residential and multifamily mortgages. These securities are comprised of fixed rate, adjustable-rate and hybrid securities that bear a fixed rate for a specific term and thereafter, to the extent they are not prepaid, adjust periodically. At December 31, 2020, corporate debt securities comprised the next largest segment of the available for sale portfolio, totaling 5.3%. At December 31, 2020, the remainder of our available for sale securities portfolio consisted of U.S. government and agency obligations, municipal obligations and trust preferred securities, which comprised 1.9%, 1.3% and 0.4%, respectively.
At December 31, 2020, 98.1% of the debt securities held to maturity portfolio was comprised of mortgage-backed securities and CMOs issued by Freddie Mac, Fannie Mae and Ginnie Mae. These securities are guaranteed by the issuing agency and backed by residential and multifamily mortgages. These securities are comprised of fixed rate, adjustable-rate and hybrid securities that bear a fixed rate for a specific term and thereafter, to the extent they are not prepaid, adjust periodically. At December 31, 2020, the remaining 1.9% of our held to maturity securities portfolio consisted of U.S. government and agency obligations.
To mitigate the credit risk related to our securities portfolio, we primarily invest in agency and highly-rated securities. At December 31, 2020, approximately 93.9% of the total portfolio consisted of direct government obligations or government sponsored enterprise obligations, approximately 5.7% of the portfolio was rated at least investment grade and approximately 0.4% of the portfolio was not rated. Securities not rated consist primarily of short term municipal bond anticipation notes, private placement municipal notes issued and guaranteed by local municipal authorities and equity securities.
    The following table sets forth the amortized cost and fair value of securities at December 31, 2020, 2019 and 2018:
At December 31,
202020192018
Amortized CostFair ValueAmortized CostFair ValueAmortized CostFair Value
(In thousands)
Debt securities available for sale:
U.S. government and agency obligations$24,425 $25,549 $42,081 $42,386 $54,821 $54,157 
Mortgage-backed securities and collateralized mortgage obligations1,163,613 1,200,394 968,165 979,881 934,631 920,007 
Municipal obligations16,845 16,862 2,284 2,284 987 987 
Corporate debt securities67,628 69,477 68,613 69,180 54,493 53,467 
Trust preferred securities5,000 4,670 5,000 4,605 5,000 4,250 
Total securities available for sale$1,277,511 $1,316,952 $1,086,143 $1,098,336 $1,049,932 $1,032,868 
Debt securities held to maturity:
U.S. government and agency obligations$5,000 $5,001 $20,000 $19,960 $23,404 $23,241 
Mortgage-backed securities and collateralized mortgage obligations257,720 272,090 265,756 269,545 238,739 231,600 
Total debt securities held to maturity$262,720 $277,091 $285,756 $289,505 $262,143 $254,841 
Equity securities$3,785 $5,418 $1,989 $2,855 $1,196 $1,890 
Total securities$1,544,016 $1,599,461 $1,373,888 $1,390,696 $1,313,271 $1,289,599 
    
    At December 31, 2020 and 2019, securities with carrying values of $164.4 million and $298.3 million, respectively, were in net unrealized loss positions that totaled $1.3 million and $2.4 million, respectively. The decrease in unrealized losses on securities in
43


2020 was primarily due to the decrease in market interest rates between periods. When evaluating for impairment, we consider the duration and extent to which fair value is less than cost, the creditworthiness and near-term prospects of the issuer, the likelihood of recovering our investment, whether we have the intent to sell the security, or whether it is more likely than not that we will be required to sell the security before recovery, and other available information to determine the nature of the decline in the fair value of the securities.

At December 31, 2020, the unrealized losses in the portfolio were mainly attributed to GSE mortgage-backed securities and GSE CMOs. The temporary loss position associated with these securities was the result of changes in market interest rates relative to the coupon of the individual security and changes in credit spreads. As we do not intend to sell the securities, nor is it more likely than not that we will be required to sell the securities before the anticipated recovery, we do not consider the securities to be other-than-temporarily impaired at December 31, 2020. During the years ended December 31, 2020 and 2019, we did not record an other-than-temporary impairment charge on securities.
At December 31, 2020 and 2019, we had no securities in a single company or entity (other than United States Government and United States GSE securities) that had an aggregate book value in excess of 5% of our equity.
The following tables set forth the stated maturities and weighted average yields of securities at December 31, 2020. Certain securities have adjustable interest rates and will reprice monthly, quarterly, semi-annually or annually within the various maturity ranges.
Equity securities are not included in the table based on lack of a maturity date. The tables present contractual final maturities for mortgage-backed securities and does not reflect repricing or the effect of prepayments.
At December 31, 2020
One Year or LessMore Than One Year to Five YearsMore Than Five Years to Ten YearsAfter Ten YearsTotal
Carrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average Yield
(Dollars in thousands)
Debt securities available for sale:
U.S. government and agency obligations$— — %$20,876 1.97 %$4,673 2.62 %$— — %$25,549 2.07 %
Mortgage-backed securities and collateralized mortgage obligations2,187 2.73 95,739 1.91 334,585 2.34 767,883 2.52 1,200,394 2.42 
Municipal obligations16,378 0.47 — — — — 484 4.00 16,862 0.57 
Corporate debt securities5,002 0.97 23,530 2.65 40,945 3.53 — — 69,477 3.05 
Trust preferred securities— — — — 4,670 0.98 — — 4,670 — 
Total$23,567 0.79 %$140,145 2.04 %$384,873 2.45 %$768,367 2.52 %$1,316,952 2.42 %
    
44


At December 31, 2020
More Than One Year to Five YearsMore Than Five Years to Ten YearsAfter Ten YearsTotal
Carrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average YieldCarrying ValueWeighted Average Yield
(Dollars in thousands)
Debt securities held to maturity:
U.S. government and agency obligations$5,000 0.72 %$— — %$— — %$5,000 0.72 %
Mortgage-backed securities and collateralized mortgage obligations71,011 2.68 42,548 3.15 144,161 3.05 257,720 2.96 
Total$76,011 2.55 %$42,548 3.15 %$144,161 3.05 %$262,720 2.92 %

    
Loans receivable

    Total gross loans decreased $6.8 million, or 0.1%, to $6.16 billion at December 31, 2020 from $6.17 billion at December 31, 2019. One-to-four family real estate loans and multifamily and commercial real estate loans decreased $136.8 million, or 6.6%, and $102.0 million, or 3.5%, respectively, during 2020 primarily as a result of a high volume of prepayments on loans, which more than offset decreased originations volumes resulting from the pandemic. Construction loans increased $29.8 million, or 10.0%, during 2020 to $328.7 million from $298.9 million at December 31, 2019. Commercial business loans also increased $269.7 million, or 55.8%, to $752.9 million from $483.2 million at December 31, 2019 primarily as a result of the loans granted as part of the SBA PPP, which totaled $344.4 million at December 31, 2020.

Our consumer loan originations, which are primarily comprised of home equity loans and advances, continue to be impacted by weak demand. The reduction in volume was influenced by the low interest rate environment, additional tightening of underwriting on these types of loans, and newly enacted restrictions on the tax deductibility of home mortgage interest. As a result of these factors, home equity loans and advances decreased $67.0 million, or 17.2% during 2020.
The following tables present the loan portfolio for the periods indicated:
At December 31,
20202019
AmountPercentAmountPercent
(Dollars in thousands)
Real estate loans:
One-to-four family$1,940,327 31.5 %$2,077,079 33.7 %
Multifamily and commercial2,817,965 45.7 2,919,985 47.3 
Construction328,711 5.3 298,942 4.8 
Total real estate loans5,087,003 82.6 5,296,006 85.9 
Commercial business loans752,870 12.2 483,215 7.8 
Consumer loans:
Home equity loans and advances321,177 5.2 388,127 6.3 
Other consumer loans1,497 — 1,960 — 
Total consumer loans322,674 5.2 390,087 6.3 
Total gross loans6,162,547 100.0 %6,169,308 100.0 %
Purchased credit-impaired loans6,345 7,021 
Net deferred loan costs, fees and purchased premiums and discounts12,878 21,237 
Allowance for loan losses(74,676)(61,709)
Loans receivable, net$6,107,094 $6,135,857 
45


At December 31,At September, 30,
2018201720172016
AmountPercentAmountPercentAmountPercentAmountPercent
(Dollars in thousands)
Real estate loans:
One-to-four family$1,830,186 36.9 %$1,615,000 36.3 %$1,578,835 36.3 %$1,553,345 39.1 %
Multifamily and commercial2,142,154 43.2 1,870,475 42.1 1,821,982 41.9 1,558,939 39.2 
Construction261,473 5.3 233,652 5.3 218,408 5.0 188,480 4.7 
Total real estate loans4,233,813 85.4 3,719,127 83.7 3,619,225 83.2 3,300,764 83.0 
Commercial business loans333,876 6.7 277,970 6.3 267,664 6.1 177,742 4.5 
Consumer loans:
Home equity loans and advances393,492 7.9 447,920 10.0 464,962 10.7 497,797 12.5 
Other consumer loans1,108 — 998 — 1,270 — 1,331 — 
Total consumer loans394,600 7.9 448,918 10.0 466,232 10.7 499,128 12.5 
Total gross loans4,962,289 100.0 %4,446,015 100.0 %4,353,121 100.0 %3,977,634 100.0 %
Net deferred loan costs, fees and purchased premiums and discounts16,893 12,633 9,135 6,475 
Allowance for loan losses(62,342)(58,178)(54,633)(51,867)
Loans receivable, net$4,916,840 $4,400,470 $4,307,623 $4,307,729 

    Loan Maturity

    The following table sets forth certain information at December 31, 2020 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The table does not include any estimate of prepayments that significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. The table reflects final maturities for construction loans that convert to permanent loans. Demand loans having no stated schedule of repayments or maturity are reported as due in one year or less.
December 31, 2020
                            Real Estate
One-to-four FamilyMultifamily and CommercialConstructionCommercial BusinessHome Equity Loans and AdvancesOther Consumer LoansTotal
(In thousands)
Amounts due in:
One year or less$900 $115,276 $235,248 $211,404 $769 $825 $564,422 
More than one year to five years32,452 888,003 63,764 419,929 19,186 672 1,424,006 
More than five years to ten years184,703 1,360,894 14,498 96,731 63,605 — 1,720,431 
More than ten years1,722,272 453,792 15,201 24,806 237,617 — 2,453,688 
Total$1,940,327 $2,817,965 $328,711 $752,870 $321,177 $1,497 $6,162,547 

    
46


    The following table sets forth all loans at December 31, 2020 that are due after December 31, 2021 and have either fixed interest rates or floating or adjustable interest rates:
Due After December 31, 2021
Fixed RatesFloating or Adjustable RatesTotal
(In thousands)
Real estate loans:
One-to-four family$1,738,303 $201,124 $1,939,427 
Multifamily and commercial990,640 1,712,049 2,702,689 
Construction21,755 71,708 93,463 
Commercial business loans461,307 80,159 541,466 
Consumer loans:
Home equity loans and advances200,369 120,039 320,408 
Other consumer loans672 — 672 
Total loans$3,413,046 $2,185,079 $5,598,125 

    Loan Originations and Sales
    The following table shows loans originated, purchased, sold and other reductions in loans during the periods indicated:
Years Ended December 31,
202020192018
(In thousands)
Total loans at beginning of period$6,197,566 $4,979,182 $4,458,648 
Originations:
Real estate loans:
One-to-four family589,871 499,430 430,548 
Multifamily and commercial285,719 347,867 320,845 
Construction150,482 204,838 186,726 
Total real estate loans1,026,072 1,052,135 938,119 
Commercial business loans583,713 139,922 130,542 
Consumer loans:
Home equity loans and advances67,823 93,217 68,721 
Other consumer loans98 354 113 
Total consumer loans67,921 93,571 68,834 
Total loans originated1,677,706 1,285,628 1,137,495 
Purchases— 89,774 32,251 
Loans acquired171,593 757,223 — 
Less:
Principal payments, repayments, and other items, net(1,486,288)(685,862)(601,611)
Loan sales(147,377)(113,617)(35,654)
Securitization of loans(117,259)(21,615)— 
Transfer of loans receivable to loans held-for-sale(114,171)(93,147)(11,696)
Transfer to real estate owned— — (251)
Total loans receivable at end of period$6,181,770 $6,197,566 $4,979,182 


47


    Deposits

    Our primary source of funds is our deposits, which are comprised of non-interest bearing and interest-bearing transaction accounts, money market deposit accounts, savings and club accounts and certificates of deposit.

Deposits increased $1.1 billion, or 20.1%, to $6.8 billion at December 31, 2020 from $5.6 billion at December 31, 2019. The increase in deposits was partially driven by $333.2 million in deposits assumed in connection with the acquisition of the Roselle Entities. The balances of non-interest bearing demand, interest-bearing demand, money market, and savings and club accounts, increased as we strategically priced our deposit products and utilized marketing campaigns to attract non-maturity deposits. Municipal deposits totaled $599.8 million at December 31, 2020 compared to $526.0 million at December 31, 2019. We continue our efforts to emphasize deposit taking though various channels.
During 2020, non-interest bearing demand accounts increased $396.2 million, or 41.3%, due to an increase in commercial checking and Advantage Plus checking account balances. During 2020, interest-bearing demand accounts increased $468.8 million, or 27.2%, due to an increase in our Yield Plus product and an increase in municipal deposits of $73.8 million, or 14.0%. Money market accounts increased $177.8 million, or 43.3%, while certificates of deposits decreased $54.8 million, or 2.7%. We have focused on obtaining non-maturity deposit products by offering attractive pricing and promotions and by deepening our existing customer relationships.
The following table sets forth the deposit balances as of the periods indicated:
At December 31,
202020192018
AmountPercent of Total DepositsAmountPercent of Total DepositsAmountPercent of Total Deposits
(Dollars in thousands)
Non-interest-bearing demand$1,354,605 17.0 %$958,442 17.0 %$723,794 16.4 %
Interest-bearing demand2,189,164 30.4 1,720,383 30.5 1,219,381 27.6 
Money market accounts588,180 7.3 410,392 7.3 259,694 5.9 
Savings and club deposits688,309 9.6 543,480 9.6 510,688 11.6 
Certificates of deposit1,958,366 35.7 2,013,145 35.7 1,700,316 38.5 
Total deposits$6,778,624 100.0 %$5,645,842 100.0 %$4,413,873 100.0 %

    We are required to pledge securities to secure municipal deposits. At December 31, 2020 and 2019, we had pledged securities totaling $546.3 million and $398.2 million, respectively, to secure these deposits.

    The following table sets forth the deposit activity for the periods indicated:
Years Ended December 31,
202020192018
(In thousands)
Beginning balance$5,645,842 $4,413,873 $4,263,315 
Increase before interest credited1,077,536 1,170,418 111,035 
Interest credited55,246 61,551 39,523 
Net increase in deposits1,132,782 1,231,969 150,558 
Ending balance$6,778,624 $5,645,842 $4,413,873 








48


    The following table sets forth the time remaining until maturity for certificates of deposit of $100,000 or more at December 31, 2020:
Balance
(In thousands)
Maturity Period:
Three months or less$220,846 
Over three through six months228,341 
Over six through twelve months369,886 
Over twelve months201,416 
Total$1,020,489 

    The following table sets forth all of our certificates of deposit classified by interest rate as of the dates indicated:
At December 31,
202020192018
(In thousands)
Less than 0.50%$477,849 $19,169 $35,706 
0.50% to 0.99%358,562 9,007 21,856 
1.00% to 1.49%181,037 123,708 260,444 
1.50% to 1.99%307,957 576,354 709,778 
2.00% to 2.49%226,922 580,882 339,036 
2.50% to 2.99%384,284 678,681 333,496 
3.00% and greater21,755 25,344 — 
Total$1,958,366 $2,013,145 $1,700,316 


    The following table sets forth the amount and maturities of our certificates of deposit by interest rate at December 31, 2020:
Period to Maturity
One Year or LessMore Than One Year to Two YearsMore Than Two Years to Three TearsMore Than Three Years to Four YearsMore Than Four YearsTotalPercentage of Certificate Accounts
(Dollars in thousands)
Less than 0.50%$370,585 $102,237 $4,716 $311 $— $477,849 24.40 %
0.50% to 0.99%294,932 41,275 3,747 155 18,453 358,562 18.31 %
1.00% to 1.49%137,895 19,919 6,154 4,348 12,721 181,037 9.24 %
1.50% to 1.99%241,601 44,222 8,925 6,185 7,024 307,957 15.73 %
2.00% to 2.49%186,951 23,735 7,378 6,036 2,822 226,922 11.59 %
2.50% to 2.99%247,888 106,056 21,655 5,824 2,861 384,284 19.62 %
3.00% and greater14,277 135 234 159 6,950 21,755 1.11 %
Total$1,494,129 $337,579 $52,809 $23,018 $50,831 $1,958,366 100.00 %

    




49


The following tables set forth the average balances and weighted average rates of our deposit products at the dates indicated:
For the Years Ended December 31,
20202019
Average BalancePercentWeighted Average RateAverage BalancePercentWeighted Average Rate
(Dollars in thousands)
Non-interest-bearing demand$1,215,352 19.04 %— %$776,850 16.11 %— %
Interest-bearing demand1,945,075 30.47 0.65 1,420,667 29.47 1.24 
Money market accounts510,189 7.99 0.57 286,281 5.94 0.80 
Savings and club deposits623,964 9.78 0.16 495,261 10.27 0.16 
Certificates of deposit2,088,488 32.72 1.85 1,842,243 38.21 2.22 
Total$6,383,068 100.00 %0.87 %$4,821,302 100.00 %1.28 %

For the Year Ended December 31,
2018
Average BalancePercentWeighted Average Rate
(Dollars in thousands)
Non-interest-bearing demand$704,155 15.75 %— %
Interest-bearing demand1,323,766 29.61 0.86 
Money market accounts299,389 6.70 0.51 
Savings and club deposits628,746 14.06 0.16 
Certificates of deposit1,514,843 33.88 1.69 
Total$4,470,899 100.0 %0.88 %

Borrowings
We have the ability to utilize advances and overnight lines of credit from the FHLB to supplement our liquidity. As a member, we are required to own capital stock in the FHLB and are authorized to apply for advances on the security of such stock and certain mortgage loans and other assets, provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. We can also utilize securities sold under agreements to repurchase to provide funding. We maintain access to the Federal Reserve Bank’s discount window and federal funds lines with correspondent banks for additional contingency funding. To secure our borrowings, we generally pledge securities and/or loans. The types of securities pledged for borrowings include, but are not limited to, government-sponsored enterprises ("GSE") including notes and government agency mortgage-backed securities and CMOs. The types of loans pledged for borrowings include, but are not limited to, one-to-four family real estate loans home equity loans and multifamily and commercial real estate loans.
    












50


    The following table sets forth the outstanding borrowings and weighted averages at the dates or for the periods indicated:
Years Ended December 31,
202020192018
(Dollars in thousands)
Maximum amount outstanding at any month-end during the year:
Lines of credit$186,600 $180,300 $195,200 
FHLB advances1,139,580 1,275,391 1,029,580 
Subordinated notes16,675 16,936 — 
Junior subordinated debentures6,949 6,932 51,258 
Securities sold under repurchase agreements— — 10,000 
Average outstanding balance during the year:
Lines of credit$29,859 $77,165 $95,193 
FHLB advances1,092,774 1,056,115 816,839 
Subordinated notes11,067 2,881 — 
Junior subordinated debentures8,481 1,253 31,422 
Securities sold under repurchase agreements1,913 — 82 
Weighted average interest rate during the year:
Lines of credit1.42 %2.28 %2.27 %
FHLB advances1.62 2.39 2.09 
Subordinated notes4.05 3.92 — 
Junior subordinated debentures3.48 5.19 11.03 
Securities sold under repurchase agreements— — 3.66 
Balance outstanding at end of the year:
Lines of credit$— $107,800 $159,600 
FHLB advances792,412 1,275,391 1,029,580 
Subordinated notes— 16,899 — 
Junior subordinated debentures6,952 6,932 — 
Weighted average interest rate at end of year:
Lines of credit— %1.81 %2.60 %
FHLB advances1.18 2.09 2.40 
Subordinated notes— 6.75 — 
Junior subordinated debentures3.20 5.09 — 


Comparison of Financial Condition at December 31, 2019 and 2018
    
    For a comparison of the Company’s financial condition at December 31, 2019 and 2018, please see the section captioned “Comparison of Financial Condition at December 31, 2019 and 2018” in Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Results of Operations for the Year Ended December 31, 2020

    Financial Highlights

Net income was $57.6 million for the year ended December 31, 2020 as compared to $54.7 million for the year ended December 31, 2019, an increase of $2.9 million, or 5.3%. The increase was attributable to an increase in net interest income of $49.2
51


million, or 28.5%, partially offset by an increase in our provision for loan losses of $14.2 million, or 336.7%, a decrease in non-interest income of $366,000, or 1.2%, an increase in non-interest expense of $29.4 million, or 22.9%, and an increase in income tax expense of $2.3 million, or 14.0%. In 2020, the increase in net interest income was primarily attributable to a $34.6 million increase in interest income and a $14.6 million decrease in interest expense. The increase in interest income for the year ended December 31, 2020 was largely due to increases in the average balances on loans, securities and other interest-earning assets, which was the result of internal growth and the acquisitions of Stewardship Financial and the Roselle Entities, partially offset by decreases in the average yields on these assets. Net deferred fee acceleration of $2.9 million was recognized upon the forgiveness and settlement of $144.0 million of SBA PPP loans for the year ended December 31, 2020.
The increase in provision for loan losses was primarily attributable to consideration of the deterioration of economic conditions and loan performance due to the ongoing COVID-19 pandemic which resulted in increases to qualitative factors. Net charge-offs totaled $5.5 million for the year ended December 31, 2020, as compared to $4.9 million for the year ended December 31, 2019.
The decrease in non-interest income was primarily attributable to an $845,000 decrease in demand deposit account fees, a $4.3 million decrease in loan fees and service charges, and a $2.2 million decrease in gain on securities transactions, partially offset by a $4.7 million increase in the gain on sale of loans, a $774,000 increase in income from bank owned life insurance and a $1.1 million increase on other non-interest income. Fee related income decreased as the Bank supported consumer and commercial customers with hardships due to the pandemic by waiving various deposit and loan fees in 2020.
The increase in non-interest expense was primarily attributable to an increase in compensation and employee benefits expense of $16.4 million, occupancy expense of $3.0 million, loss on extinguishment of debt of $1.2 million, and other non-interest expense of $9.7 million. The increase in compensation and employee benefits expense was primarily attributable to an increase of $5.1 million in expense recorded in connection with grants made under the Company's 2019 Equity Incentive Plan. In addition, $3.0 million in expense was recorded in connection with the Company's previously announced voluntary early retirement program that was completed during the third quarter of 2020 and offered early retirement incentives for previously announced qualified employees. The increase in occupancy expense was primarily the result of an increase in the number of branch offices acquired from Stewardship Financial and Roselle Entities, and the increase in other non-interest expense was due to losses of $1.4 million recorded in connection with the branch consolidation resulting from the Stewardship Financial acquisition and also includes $5.5 million related to interest rate swap transactions.
The overall increase in our pre-tax income was mostly attributable to the increase in net interest income in the 2020 period. Income tax expense was $18.7 million for the year ended December 31, 2020, an increase of $2.3 million, or 14.0%, as compared to $16.4 million for the year ended December 31, 2019. The Company's effective tax rate was 24.5% and 23.0% for the years ended December 31, 2020 and 2019, respectively. The 2020 effective tax rate was higher than the 2019 rate as the 2019 period reflected tax benefits related to the Bank's investment subsidiary, coupled with other previously implemented tax strategies.
    Summary Income Statements

    The following table sets forth the income summary for the periods indicated:
Years Ended December 31,
Change 2020/2019
20202019$%
(Dollars in thousands)
Net interest income$221,573 $172,371 $49,202 28.5 %
Provision for loan losses18,447 4,224 14,223 336.7 %
Non-interest income31,270 31,636 (366)(1.2)%
Non-interest expense158,139 128,701 29,438 22.9 %
Income tax expense18,654 16,365 2,289 14.0 %
Net income$57,603 $54,717 $2,886 5.3 %
Return on average assets0.66 %0.77 %
Return on average equity5.67 %5.50 %
    


52


Net Interest Income

    For the year ended December 31, 2020, net interest income increased $49.2 million, or 28.5%, to $221.6 million from $172.4 million for the year ended December 31, 2019. For the year ended December 31, 2020, total interest income increased $34.6 million, or 13.3%, to $295.7 million from $261.1 million for the year ended December 31, 2019. The increase in net interest income was primarily attributable to increases in average balances on loans, securities and other interest-earning assets. The yield on the loan portfolio for the year ended December 31, 2020 was 19 basis points lower than the yield for the year ended December 31, 2019, while the yield on the securities portfolio was 35 basis points lower for the 2020 period. The average yield on other interest-earning assets for the year ended December 31, 2020 decreased 426 basis points for the year ended December 31, 2019. Decreases in average yields on these portfolios for the year ended December 31, 2020 were influenced by the lower interest rate environment.

The average cost of our interest-bearing liabilities decreased to 1.17% for the year ended December 31, 2020, from 1.71% for the year ended December 31, 2019, primarily as a result of a decrease of 45 basis points in the average cost of interest-bearing deposits, which was partially offset by an increase in the average balance of deposits. For the year ended December 31, 2020, total interest expense decreased $14.6 million, or 16.4%, to $74.1 million from $88.7 million for the year ended December 31, 2019 due to a decrease in the average cost of interest-bearing liabilities. The lower interest rate environment coupled with excess liquidity from an inflow of deposits allowed the Bank to significantly reduce deposit pricing in 2020. During 2020, the average balance of our borrowings increased $6.7 million while the total cost of borrowings decreased 74 basis points. During the year ended December 31, 2020, $122.6 million of FHLB borrowings with an average rate of 2.18% and original contractual maturities through July 2021 were prepaid, and $27.0 million of FHLB borrowings acquired in our Roselle Bank acquisition with an average rate of 2.65% and original contractual maturities through November 2023 were prepaid. The prepayments were funded by excess cash liquidity. The transactions were accounted for as early debt extinguishments resulting in a total loss of $1.2 million.
    A provision for loan losses of $18.4 million was recorded for the year ended December 31, 2020 compared to a provision of $4.2 million for the year ended December 31, 2019. The increase in provision for loan losses was primarily attributable to consideration of the deterioration of economic conditions and loan performance due to the ongoing COVID-19 pandemic which resulted in increases to qualitative factors. Net charge-offs totaled $5.5 million for the year ended December 31, 2020, as compared to $4.9 million for the year ended December 31, 2019. We charge-off any collateral or cash flow deficiency on all classified loans once they are 90 days delinquent or earlier if management believes the collectability of the loan is unlikely. The provision for loan losses was determined by management to be an amount necessary to maintain a balance of allowance for loan losses at a level that considers all known and current losses in the loan portfolio as well as potential losses due to unknown factors such as the economic environment. Changes in the provision were based on management’s analysis of various factors such as: estimated fair value of underlying collateral, recent loss experience in particular segments of the portfolio, levels and trends in delinquent loans, and changes in general economic and business conditions. At December 31, 2020, the allowance for loan losses totaled $74.7 million, or 1.21% of total loans outstanding, compared to $61.7 million, or 1.00% of total loans outstanding, as of December 31, 2019. An analysis of the changes in the allowance for loan losses is presented under “Risk Management-Analysis and Determination of the Allowance for Loan Losses” below.

    Non-Interest Income

    The following table sets forth a summary of non-interest income for the periods indicated:
Years Ended December 31,
20202019
(In thousands)
Demand deposit account fees$3,633 $4,478 
Bank-owned life insurance6,620 5,846 
Title insurance fees5,034 4,981 
Loan fees and service charges2,419 6,707 
Gain on securities transactions370 2,612 
Change in fair value of equity securities767 305 
Gain on sale of loans5,444 785 
Other non-interest income6,983 5,922 
Total$31,270 $31,636 

    For the year ended December 31, 2020, non-interest income decreased $366,000, or 1.2%, to $31.3 million from $31.6 million for the year ended December 31, 2019. In 2020, the decrease in non-interest income was primarily attributable to an $845,000
53


decrease in demand deposit account fees, a $4.3 million decrease in loan fees and service charges, and a $2.2 million decrease in gain on securities transactions, partially offset by a $4.7 million increase in the gain on sale of loans, a $774,000 increase in income from bank owned life insurance and a $1.1 million increase on other non-interest income. Fee related income decreased as the Bank supported consumer and commercial customers with hardships due to the pandemic by waiving various deposit and loan fees in 2020. Other non-interest income increased as a result of check card, annuity and other related income.
        
    Non-Interest Expense

    The following table sets forth an analysis of non-interest expense for the periods indicated:
Years Ended December 31,
20202019
(In thousands)
Compensation and employee benefits$100,687 $84,256 
Occupancy19,170 16,180 
Federal deposit insurance premiums1,901 895 
Advertising2,641 3,932 
Professional fees5,810 5,913 
Data processing3,342 3,001 
Merger-related expenses1,931 2,755 
Loss on extinguishment of debt1,158 — 
Other non-interest expense21,499 11,769 
Total$158,139 $128,701 
    For the year ended December 31, 2020, non-interest expense increased $29.4 million, or 22.9%, to $158.1 million from $128.7 million for the year ended December 31, 2019. The increase in non-interest expense was primarily attributable to an increase in compensation and employee benefits expense of $16.4 million, occupancy expense of $3.0 million, loss on extinguishment of debt of $1.2 million, and other non-interest expense of $9.7 million. The increase in compensation and employee benefits expense was primarily attributable to an increase of $5.1 million in expense recorded in connection with grants made under the Company's 2019 Equity Incentive Plan. In addition, $3.0 million in expense was recorded in connection with the Company's voluntary early retirement program that was completed during the third quarter of 2020 and offered early retirement incentives for qualified employees. The increase in occupancy expense was primarily the result of an increase in the number of branch offices acquired from Stewardship Financial and the Roselle Entities, and the increase in other non-interest expense was due to losses of $1.4 million recorded in connection with the branch consolidation resulting from the Stewardship merger and also includes $5.5 million related to interest rate swap transactions.
     For the year ended December 31, 2020, our core efficiency ratio was 59.7% compared to 62.5% for the year ended December 31, 2019. Core efficiency ratio is a non-GAAP measure derived from our efficiency ratio, which is calculated by dividing our GAAP non-interest expenses by our GAAP revenue, and is adjusted for unusual or one-time charges or non-routine events. Management believes that the presentation of core efficiency ratio assists investors, regulators and market analysts in understanding the impact of these non-recurring items on our efficiency ratio. For a reconciliation of our core efficiency ratio, see page 35 of this report.

    Income Tax Expense
    
    We recorded income tax expense of $18.7 million for the year ended December 31, 2020, reflecting an effective tax rate of 24.5%, compared to income tax expense of $16.4 million for 2019, reflecting an effective tax rate of 23.0%. The 2020 effective tax rate was higher than the 2019 rate as the 2019 period reflected tax benefits related to the Bank's investment subsidiary, coupled with other previously implemented tax strategies.

As of December 31, 2020, we had net deferred tax assets totaling $7.2 million. These deferred tax assets can only be realized if we generate taxable income in the future. We regularly evaluate the realizability of deferred tax asset positions. In determining whether a valuation allowance is necessary, we consider the level of taxable income in prior years to the extent that carrybacks are permitted under current tax laws, as well as estimates of future pre-tax and taxable income and tax planning strategies that would, if necessary, be implemented. We have provided a valuation allowance of $3.4 million as of December 31, 2020 on the deferred tax assets related to the Bank’s state net operating losses and temporary differences.
54


Results of Operations for the Year Ended December 31, 2019

    Financial Highlights

Net income was $54.7 million for the year ended December 31, 2019 as compared to $22.7 million for the year ended December 31, 2018, an increase of $32.0 million, or 140.7%. The increase was attributable to increases in net interest income of $8.3 million, or 5.1%, and non-interest income of $9.9 million, or 45.9%, and decreases in our provision for loan losses of $2.5 million, or 36.7% in 2019, and in non-interest expense of $16.7 million, or 11.5%, partially offset by an increase in income tax expense of $5.4 million, or 49.8%. In 2019, the increase in non-interest income was primarily attributable to an increase in income from loan fees and service charges of $4.2 million, which included an increase in income from swap transactions of $4.1 million, and an increase in gains on the sale of securities of $2.5 million. There was an increase of $979,000 in other non-interest income which primarily related to increases in ATM, check card and other related income.

The decrease in non-interest expense was primarily attributable to a one-time charitable contribution to the Columbia Bank Foundation of $34.8 million being included in the 2018 period. Excluding the impact of this one-time contribution in 2018, non-interest expense increased $18.1 million, or 16.3%, for the year ended December 31, 2019. This increase was attributable to an increase in compensation and employee benefits expense of $7.0 million, an increase in occupancy expense of $1.6 million, an increase in professional fees of $1.3 million, an increase in other non-interest expense of $6.2 million and merger-related expenses of $2.8 million recorded in the 2019 period, partially offset by a $998,000 decrease in federal deposit insurance premiums. The higher compensation and employee benefits expense was primarily attributable to $3.7 million in expense recorded in connection with grants made under the Company's 2019 Equity Incentive Plan, coupled with the cost of new hires. The increase in occupancy expense was primarily the result of an increase in depreciation expense related to newly opened branches and facility renovations, while the increase in professional fees was the result of higher legal, accounting and consulting fees commensurate with being a public company. The federal deposit insurance premium expense decreased during the year ended December 31, 2019, as the Federal Deposit Insurance Corporation's reserve rates exceeded a limit at which a small bank assessment credit was applied against premiums due.

The overall increase in our pre-tax income was mostly attributable to the previously noted charitable contribution included in the 2018 period. Income tax expense increased $5.4 million, or 49.8%, to $16.4 million for the year ended December 31, 2019, from $10.9 million for the year ended December 31, 2018. The Company's effective tax rate was 23.0% and 32.5% for the years ended December 31, 2019 and 2018, respectively. The 2018 income tax expense and resulting effective tax rate was impacted by the net loss resulting from the one-time charitable contribution. The 2019 income tax expense and resulting decrease in the effective tax rate was primarily driven by maximizing the tax benefits related to the Bank's investment subsidiary, coupled with other previously implemented tax strategies.

    Summary Income Statements

    The following table sets forth the income summary for the periods indicated:
Years Ended December 31,
Change 2019/2018
20192018$%
(Dollars in thousands)
Net interest income$172,371 $164,034 $8,337 5.1 %
Provision for loan losses4,224 6,677 (2,453)(36.7)%
Non-interest income31,636 21,688 9,948 45.9 %
Non-interest expense128,701 145,386 (16,685)(11.5)%
Income tax expense16,365 10,923 5,442 49.8 %
Net income$54,717 $22,736 $31,981 140.7 %
Return on average assets0.77 %0.36 %
Return on average equity5.50 %2.87 %


    Net Interest Income

    For the year ended December 31, 2019, net interest income increased $8.3 million, or 5.1%, to $172.4 million from $164.0 million for the year ended December 31, 2018. For the year ended December 31, 2019, total interest income increased $34.8 million,
55


or 15.4%, to $261.1 million from $226.3 million for the year ended December 31, 2018. The increase in net interest income was primarily attributable to increases in average balances and yields on both the loan and securities portfolios. The yield on the loan portfolio for the year ended December 31, 2019 was 14 basis points higher than the yield for the year ended December 31, 2018, while the yield on the securities portfolio was 6 basis points higher for the 2019 period.

The average rate of our interest-bearing liabilities increased to 1.71% for the year ended December 31, 2019, from 1.32% for the year ended December 31, 2018, primarily as a result of an increase of 47 basis points in the average rate on deposits, partially offset by a decrease of 2 basis points in the average rate on borrowings. For the year ended December 31, 2019 total interest expense increased $26.5 million, or 42.5%, to $88.7 million from $62.3 million for the year ended December 31, 2018 due to an increase in both the volume and rate of interest-bearing liabilities. During 2019, the average balance of our borrowings increased $193.7 million while the total cost of borrowings decreased 2 basis points. The cost of interest-bearing deposits increased 47 basis points in 2019 as a result of an increase in overall interest rates, coupled with an increase in the average balance of $277.7 million, primarily in higher yielding certificates of deposits.

    Provision for Loan Losses

    A provision for loan losses of $4.2 million was recorded for the year ended December 31, 2019 compared to a provision of $6.7 million for the year ended December 31, 2018. The decrease was primarily driven by a decrease in historical loss factors, partially offset by the growth in the loan portfolio. Net charge-offs increased to $4.9 million for the year ended December 31, 2019, as compared to $2.5 million for the year ended December 31, 2018. We charge-off any collateral or cash flow deficiency on all classified loans once they are 90 days delinquent or earlier if management believes the collectability of the loan is unlikely. The provision for loan losses was determined by management to be an amount necessary to maintain a balance of allowance for loan losses at a level that considers all known and current losses in the loan portfolio as well as potential losses due to unknown factors such as the economic environment. Changes in the provision were based on management’s analysis of various factors such as: estimated fair value of underlying collateral, recent loss experience in particular segments of the portfolio, levels and trends in delinquent loans, and changes in general economic and business conditions. At December 31, 2019, the allowance for loan losses totaled $61.7 million, or 1.00% of total loans outstanding, compared to $62.3 million, or 1.26% of total loans outstanding, as of December 31, 2018. An analysis of the changes in the allowance for loan losses is presented under “Risk Management-Analysis and Determination of the Allowance for Loan Losses” below.

Non-Interest Income

    The following table sets forth a summary of non-interest income for the periods indicated:
Years Ended December 31,
20192018
(In thousands)
Demand deposit account fees$4,478 $3,987 
Bank-owned life insurance5,846 5,208 
Title insurance fees4,981 4,297 
Loan fees and service charges6,707 2,519 
Gain (loss) on securities transactions2,612 116 
Gain (loss) on sale of loans785 618 
Other non-interest income5,922 4,943 
Total$31,636 $21,688 

    For the year ended December 31, 2019, non-interest income increased $9.9 million, or 45.9%, to $31.6 million from $21.7 million for the year ended December 31, 2018. In 2019, the increase in non-interest income was primarily attributable to an increase in income from loan fees and service charges of $4.2 million, which included an increase in income from swap transactions of $4.1 million, and an increase in gains on the sale of securities of $2.5 million. There was an increase of $979,000 in other non-interest income which primarily related to increases in ATM, check card and other related income.







56


    Non-Interest Expense

    The following table sets forth an analysis of non-interest expense for the periods indicated:
Years Ended December 31,
20192018
(In thousands)
Compensation and employee benefits$84,256 $77,226 
Occupancy16,180 14,547 
Federal deposit insurance premiums895 1,893 
Advertising3,932 4,137 
Professional fees5,913 4,619 
Data processing3,001 2,600 
Charitable contribution to foundation— 34,767 
Merger-related expenses2,755 — 
Other non-interest expense11,769 5,597 
Total$128,701 $145,386 

    For the year ended December 31, 2019, non-interest expense decreased $16.7 million, or 11.5%, to $128.7 million from $145.4 million for the year ended December 31, 2018. The decrease in non-interest expense was primarily attributable to a one-time charitable contribution to the Columbia Bank Foundation of $34.8 million being included in the 2018 period. Excluding the impact of this one-time contribution in 2018, non-interest expense increased $18.1 million, or 16.3%, for the year ended December 31, 2019. This increase was attributable to an increase in compensation and employee benefits expense of $7.0 million, an increase in occupancy expense of $1.6 million, an increase in professional fees of $1.3 million, an increase in other non-interest expense of $6.2 million and merger-related expenses of $2.8 million recorded in the 2019 period, partially offset by a $998,000 decrease in federal deposit insurance premiums. The higher compensation and employee benefits expense was primarily attributable to $3.7 million in expense recorded in connection with grants made under the Company's 2019 Equity Incentive Plan, coupled with the cost of new hires. The increase in occupancy expense was primarily the result of an increase in depreciation expense related to newly opened branches and branch renovations, while the increase in professional fees was the result of higher legal, accounting and consulting fees commensurate with being a public company. The federal deposit insurance premium expense decreased during the year ended December 31, 2019, as the Federal Deposit Insurance Corporation's reserve rates exceeded a limit at which a small bank assessment credit was applied against premiums due.

For the year ended December 31, 2019, our core efficiency ratio was 62.5% compared to 59.6% for the year ended December 31, 2018. Core efficiency ratio is a non-GAAP measure derived from our efficiency ratio, which is calculated by dividing our GAAP non-interest expenses by our GAAP revenue, and is adjusted for unusual or one-time charges or non-routine events. Management believes that the presentation of core efficiency ratio assists investors, regulators and market analysts in understanding the impact of these non-recurring items on our efficiency ratio. For a reconciliation of our core efficiency ratio, see page 35 of this report
    
    Income Tax Expense

We recorded income tax expense of $16.4 million for the year ended December 31, 2019, reflecting an effective tax rate of 23.0%, compared to income tax expense of $10.9 million for 2018, reflecting an effective tax rate of 32.5%. The 2018 income tax expense and resulting effective tax rate was impacted by the net loss resulting from the one-time charitable contribution. The 2019 income tax expense and resulting decrease in the effective tax rate was primarily driven by maximizing the tax benefits related to the Bank's investment subsidiary, coupled with other previously implemented tax strategies.

As of December 31, 2019, we had net deferred tax assets totaling $10.3 million. These deferred tax assets can only be realized if we generate taxable income in the future. We regularly evaluate the realizability of deferred tax asset positions. In determining whether a valuation allowance is necessary, we consider the level of taxable income in prior years to the extent that carrybacks are permitted under current tax laws, as well as estimates of future pre-tax and taxable income and tax planning strategies that would, if necessary, be implemented. We have provided a valuation allowance of $7.4 million as of December 31, 2019 on the deferred tax assets related to the Bank’s state net operating losses and temporary differences.

57



Results of Operations for the Fiscal Year Ended December 31, 2018

For a comparison of the Company’s results of operations for the year ended December 31, 2018, please see the section captioned “Results of Operations for the Fiscal Year Ended December 31, 2018” in Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Average Balances and Yields

    The following tables present information regarding average balances of assets and liabilities, as well as the total dollar amounts of interest income and dividends from average interest-earning assets, and interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average daily balances of assets or liabilities, respectively, for the periods presented. Loan (fees) costs, including prepayment fees, are included in interest income on loans and are not material. Non-accrual loans and PCI loans are included in the average balances and are not material. Yields are not presented on a tax-equivalent basis. Any adjustments necessary to present yields on a tax-equivalent basis are insignificant.












58


Years Ended December 31,
20202019
Average BalanceInterestYield / CostAverage BalanceInterestYield / Cost
(Dollars in thousands)
Interest earning assets:
Loans (1)$6,413,559 $255,236 3.98 %$5,222,953 $217,774 4.17 %
Securities (2)1,465,093 36,401 2.48 %1,380,801 39,118 2.83 %
Other interest-earning assets255,369 4,074 1.60 %71,551 4,191 5.86 %
Total interest-earning assets8,134,021 $295,711 3.64 %6,675,305 $261,083 3.91 %
Non-interest-earning assets610,952 411,549 
Total assets$8,744,973 $7,086,854 
Interest-bearing liabilities:
Interest-bearing demand$1,945,075 $12,666 0.65 %$1,420,667 $17,621 1.24 %
Money market accounts510,189 2,890 0.57 %286,281 2,301 0.80 %
Savings and club deposits623,964 1,023 0.16 %495,261 770 0.16 %
Certificates of deposit2,088,488 38,667 1.85 %1,842,243 40,859 2.22 %
Total interest-bearing deposits5,167,716 55,246 1.07 %4,044,452 61,551 1.52 %
FHLB advances1,122,633 18,145 1.62 %1,133,280 26,983 2.38 %
Subordinated notes11,067 448 4.05 %2,881 113 3.92 %
Junior subordinated debentures8,481 295 3.48 %1,253 65 5.19 %
Other borrowings1,913 0.21 %— — — %
Total borrowings1,144,094 18,892 1.65 %1,137,414 27,161 2.39 %
Total interest-bearing liabilities6,311,810 $74,138 1.17 %5,181,866 $88,712 1.71 %
Non-interest-bearing liabilities:
Non-interest-bearing deposits1,215,352 776,850 
Other non-interest-bearing liabilities201,714 133,213 
Total liabilities7,728,876 6,091,929 
Total stockholders' equity1,016,097 994,925 
Total liabilities and stockholders' equity$8,744,973 $7,086,854 
Net interest income$221,573 $172,371 
Interest rate spread (3)2.47 %2.20 %
Net interest-earning assets (4)$1,822,211 $1,493,439 
Net interest margin (5)2.72 %2.58 %
Ratio of interest-earning assets to interest-bearing liabilities128.87 %128.82 %
(1) Includes loans held-for-sale, non-accrual and PCI loan balances.
(2) Includes debt securities available for sale, debt securities held to maturity and equity securities.
(3) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(4) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(5) Net interest margin represents net interest income divided by average total interest-earning assets.

59


Years Ended December 31,
2018
Average BalanceInterestYield / Cost
(Dollars in thousands)
Interest earning assets:
Loans (1)$4,711,915 $189,869 4.03 %
Securities (2)1,171,617 32,485 2.77 %
Other interest-earning assets111,218 3,936 3.54 %
Total interest-earning assets5,994,750 $226,290 3.77 %
Non-interest-earning assets324,499 
Total assets$6,319,249 
Interest-bearing liabilities:
Interest-bearing demand$1,323,766 $11,395 0.86 %
Money market accounts299,389 1,538 0.51 %
Savings and club deposits628,746 993 0.16 %
Certificates of deposit1,514,843 25,597 1.69 %
Total interest-bearing deposits3,766,744 39,523 1.05 %
FHLB advances912,032 19,263 2.11 %
Junior subordinated debentures31,422 3,467 11.03 %
Other borrowings222 1.35 %
Total borrowings943,676 22,733 2.41 %
Total interest-bearing liabilities4,710,420 $62,256 1.32 %
Non-interest-bearing liabilities:
Non-interest-bearing deposits704,155 
Other non-interest bearing liabilities112,785 
Total liabilities5,527,360 
Total stockholders' equity791,889 
Total liabilities and stockholders' equity$6,319,249 
Net interest income$164,034 
Interest rate spread (3)2.45 %
Net interest-earning assets (4)$1,284,330 
Net interest margin (5)2.74 %
Ratio of interest-earning assets to interest-bearing liabilities127.27 %
(1) Includes loans held-for-sale and non-accrual loan balances.
(2) Includes debt securities available for sale, debt securities held to maturity and equity securities.
(3) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(4) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(5) Net interest margin represents net interest income divided by average total interest-earning assets.



60


Rate/Volume Analysis
    The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns.
Year Ended 12/31/2020 Compared to Year Ended 12/31/2019Year Ended 12/31/2019 Compared to Year Ended 12/31/2018
Increase (Decrease) Due toIncrease (Decrease) Due to
VolumeRateTotalVolumeRateTotal
(In thousands)
Interest income:
Loans$49,643 $(12,181)$37,462 $20,593 $7,312 $27,905 
Securities2,388 (5,105)(2,717)5,800 833 6,633 
Other interest-earning assets10,767 (10,884)(117)(1,404)1,659 255 
Total interest-earning assets$62,798 $(28,170)$34,628 $24,989 $9,804 $34,793 
Interest expense:
Interest-bearing demand6,504 (11,459)(4,955)$834 $5,392 $6,226 
Money market accounts1,800 (1,211)589 (67)830 763 
Savings and club accounts200 53 253 (211)(12)(223)
Certificates of deposit5,461 (7,653)(2,192)5,532 9,730 15,262 
Total interest-bearing deposits13,965 (20,270)(6,305)6,088 15,940 22,028 
FHLB advances(254)(8,584)(8,838)4,673 3,047 7,720 
Subordinated notes321 — 14 — 335 — 113 113 
Junior subordinated debentures375 (145)230 (3,329)(73)(3,402)
Other borrowings— (3)— (3)
Total interest-bearing liabilities$14,407 $(28,981)$(14,574)$7,429 $19,027 $26,456 
Net change in net interest income$48,391 $811 $49,202 $17,560 $(9,223)$8,337 

Risk Management
Overview. Managing risk is an essential part of successfully managing a financial institution. Our most prominent risk exposures are credit risk, interest rate risk and market risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Interest rate risk is the potential reduction of interest income as a result of changes in interest rates. Market risk arises from fluctuations in interest rates that may result in changes in the values of financial instruments, such as available for sale securities that are accounted for at fair value. Other risks that we face are operational risk, liquidity risk and reputation risk. Operational risk includes risks related to fraud, regulatory compliance, processing errors, cyber-attacks, and disaster recovery. Liquidity risk is the possible inability to fund obligations to depositors, lenders or borrowers. Reputation risk is the risk that negative publicity or press, whether true or not, could cause a decline in our customer base or revenue.
We maintain a Risk Management Division comprised of our Risk Management, Compliance, Internal Loan Review, Appraisal and Security Departments. Our Risk Management Division is led by our Executive Vice President and Chief Risk Officer, who reports quarterly to Columbia Bank’s Risk Committee, which is comprised of the full board of directors. The current structure of our Risk Management Division is designed to monitor and address, among other things, financial, credit, collateral, consumer compliance, operational, Bank Secrecy Act, fraud, cyber security, vendor and insurable risks. The Risk Management Division utilizes a number of enterprise risk assessment tools, including stress testing, credit concentration reviews, peer analyses, industry considerations and individual risk assessments, to identify and report potential risks that we face in connection with our business operations.
Credit Risk Management. The objective of our credit risk management strategy is to quantify and manage credit risk and to limit the risk of loss resulting from an individual customer default. Our credit risk management strategy focuses on conservatism, diversification within the loan portfolio and monitoring. Our lending practices include conservative exposure limits and underwriting, documentation and collection standards. Our credit risk management strategy also emphasizes diversification on an industry and customer level as well as regular credit examinations and monthly management reviews of large credit exposures and loans
61


experiencing deterioration in credit quality. Our credit risk review function provides objective assessments of the quality of underwriting and documentation, the accuracy of risk ratings and the charge-off, non-accrual and reserve analysis process. Our credit review process and overall assessment of required allowances is based on quarterly assessments of the probable estimated losses inherent in the loan portfolio. We use these assessments to identify potential problem loans within the portfolio, maintain an adequate reserve and take any necessary charge-offs.
When a borrower fails to make a required payment, we take a number of steps to have the borrower cure the delinquency and restore the loan to current status. Generally, our collection department follows the guidelines for servicing loans as prescribed by applicable law or the appropriate investor. Collection activities include, but are not limited to, phone calls to borrowers and collection letters, which include a late charge notice based on the contractual requirements of the specific loan. Additional calls and notices are mailed in compliance with state and federal regulations including, but not limited to, the Fair Debt Collection Practices Act. After the 90th day of delinquency for a residential mortgage or consumer loan, or on a different date as allowable by law or contract, the collection department will forward the account to counsel and begin the collection litigation which typically includes foreclosure proceedings. If a foreclosure action is instituted and the loan is not in at least the early stages of a workout by the scheduled sale date, the real property securing the loan generally is sold at a sheriff sale. If we determine that there is a possibility of a settlement, pay-off or reinstatement, the sheriff sale may be postponed.
We charge off the collateral or cash flow deficiency on all consumer loans once they become 180 days delinquent and all commercial loans once they become 90 days delinquent or earlier if management believes the collectability of the loan is unlikely. In addition to the individual review of larger commercial loans that exhibit probable or observed credit weaknesses, the commercial credit review process includes the use of an enhanced risk rating system. Historical portfolio performance metrics, current economic conditions and delinquency monitoring are factors used to assess the credit risk in our homogeneous commercial, residential and consumer loan portfolios.
Analysis of Non-Performing, Troubled Debt Restructurings and Classified Assets. We consider repossessed assets and loans to be non-performing assets if they are 90 days or more past due or earlier if management believes the collectability of the loan is unlikely. Generally, all loans are placed on non-accrual status when the payment of interest is 90days or more in arrears of its contractual due date, at which time the accrual of interest ceases. Typically, payments received on a non-accrual loan are applied to the outstanding principal balance of the loan.
Real estate that we acquire through foreclosure or by deed in lieu of foreclosure is classified as real estate owned until it is sold. When an asset is acquired, the excess of the loan balance over fair value less estimated selling costs is charged to the allowance for loan losses. Operating results from real estate owned, including rental income, operating expenses, and gains and losses realized from the sales of real estate owned are recorded as incurred.
We consider a loan a troubled debt restructuring, or “TDR,” when the borrower is experiencing financial difficulty and we grant a concession that we would not otherwise consider but for the borrower’s financial difficulties. A TDR includes a modification of debt terms or assets received in satisfaction of the debt (which may include foreclosure or deed in lieu of foreclosure) or a combination of the foregoing. We evaluate selective criteria to determine if a borrower is experiencing financial difficulty including the ability of the borrower to obtain funds from third party sources at market rates. We consider all TDRs to be impaired loans even if they are performing. We will not consider the loan a TDR if the loan modification was made for customer retention purposes and the modification is consistent with prevailing market conditions.
Once a loan has been classified as a TDR and has been put on non-accrual status, it may be returned to accrual status when there has been a sustained period of repayment performance (generally six consecutive months of payments) and both principal and interest are deemed collectible. Our policy for returning a loan to accrual status requires the preparation of a well-documented credit evaluation, which includes the following:
A review of the borrower’s current financial condition in which the borrower must demonstrate sufficient cash flow to support the repayment of all principal and interest including any amounts previously charged-off;

An updated appraisal or home valuation, which must demonstrate sufficient collateral value to support the debt;

Sustained performance based on the restructured terms for at least six consecutive months; and

Approval by the Asset Classification Committee, which consists of senior management including the Chief Credit Officer and the Chief Accounting Officer.



62


Section 4013 of the CARES Act, “Temporary Relief from Troubled Debt Restructurings,” allows banks to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time to account for the effects of COVID-19. The Bank elected to account for modifications on certain loans under Section 4013 of the CARES Act or, if the loan modification was not eligible under Section 4013, used the criteria in the COVID-19 guidance to determine when the loan modification was not a TDR in accordance with ASC 310-40. Guidance noted that modification or deferral programs mandated by the federal or a state government related to COVID-19 would not be in the scope of ASC 310-40, such as a state program that requires all institutions within that state to suspend mortgage payments for a specified period. These short-term loan modifications will not be treated as troubled debt restructurings during the short-term modification period if the loan was not in arrears at December 31, 2019. Furthermore, based on current evaluations, generally, we have continued the accrual of interest on these loans during the short-term modification period. The Consolidated Appropriations Act, 2021, which was enacted in late December 2020, extended certain provisions of the CARES Act, including provisions permitting loan deferral extension requests to not be treated as troubled debt restructurings.
We had two TDRs totaling $726,000 on non-accrual status at December 31, 2020, as compared to no TDRs on non-accrual status at December 31, 2019, and one TDR totaling $102,000 on non-accrual status at December 31, 2018. We had 70 TDRs totaling $44.7 million and 75 TDRs totaling $20.0 million that were on accrual status and in compliance with their modified terms as of December 31, 2020 and 2019, respectively.
    The following table sets forth information with respect to our non-performing assets at the dates indicated, excluding PCI loans. We did not have any accruing loans past due 90 days or more at any of the dates indicated.
At December 31,At September 30,
202020192018201720172016
(Dollars in thousands)
Non-accrual loans:
Real estate loans:
One-to-four family$2,637 $1,732 $819 $3,360 $3,496 $4,688 
Multifamily and commercial1,873 716 154 1,329 1,510 4,257 
Total real estate loans4,510 2,448 973 4,689 5,006 8,945 
Commercial business loans2,968 3,686 911 1,263 1,038 1,608 
Consumer loans:
Home equity loans and advances678 553 905 573 351 1,667 
Total non-accrual loans (1)8,156 6,687 2,789 6,525 6,395 12,220 
Total non-performing loans8,156 6,687 2,789 6,525 6,395 12,220 
Real estate owned— — 92 959 393 1,260 
Total non-performing assets$8,156 $6,687 $2,881 $7,484 $6,788 $13,480 
Total non-performing loans to total loans0.13 %0.11 %0.06 %0.15 %0.15 %0.31 %
Total non-performing assets total assets0.09 %0.08 %0.04 %0.13 %0.13 %0.27 %
(1) Includes $91,000, $0, $102,000, $425,000, $1.0 million and $1.0 million, of TDRs on non-accrual status as of December 31, 2020, 2019, 2018 and 2017 and as of September 30, 2017 and 2016, respectively.
    Non-performing assets increased $1.5 million to $8.2 million, or 0.09% of total assets, at December 31, 2020 from $6.7 million, or 0.08% of total assets, at December 31, 2019. The $1.5 million increase in non-performing loans was primarily attributable to increases of $904,000 in non-performing one-to-four family real estate loans and $1.2 million in non-performing multifamily and commercial real estate loans, partially offset by a $718,000 decrease in non-performing commercial business loans. The increase in non-performing one-to-four family real estate loans was due to an increase in the number of loans from 10 non-performing loans at December 31, 2019 to 13 non-performing loans at December 31, 2020. The increase in non-performing multifamily and commercial real estate loans was due to two higher balance loans included at December 31, 2020, despite a decrease in the number of loans from eight non-performing loans at December 31, 2019 to four non-performing loans at December 31, 2020. We charge-off the collateral or
63


cash flow deficiency on all loans meeting our definition of an impaired loan, which we define as a loan for which it is probable, based on current information, that we will not collect all amounts due under the contractual terms of the loan agreement. We consider the population of loans in our impairment analysis to include all multifamily and commercial real estate, construction, and commercial business loans with outstanding balances greater than $500,000 and not accruing, loans modified in a troubled debt restructuring, and other loans if management has specific information of a collateral shortfall. We continue to rigorously review our loan portfolio to ensure that the collateral values remain sufficient to support the outstanding balances.

Non-performing assets increased $3.8 million to $6.7 million, or 0.08% of total assets, at December 31, 2019 from $2.9 million, or 0.04% of total assets, at December 31, 2018. The increase in non-performing one-to-four family real estate loans was due to an increase in the number of loans from six non-performing loans at December 31, 2018 to 12 non-performing loans at December 31, 2019, while the increase in the balance of non-performing commercial business loans was due to an increase in the number of loans from three non-performing loans at December 31, 2018 to 11 non-performing loans at December 31, 2019. Net charge-offs for the year ended December 31, 2019 were $4.9 million compared to $2.5 million for the year ended December 31, 2018.

Federal regulations require us to review and classify our assets on a regular basis. In addition, our banking regulators have the authority to identify problem assets and, if appropriate, require them to be classified. Our credit review process includes a risk classification of all commercial and residential loans that includes four levels of pass, special mention, substandard, doubtful and loss. A loan is classified as pass when payments are current and it is performing under the original contractual terms. A loan is classified as special mention when the borrower exhibits potential credit weakness or a downward trend which, if not checked or corrected, will weaken the asset or inadequately protect our position. While potentially weak, the borrower is currently marginally acceptable; no loss of principal or interest is envisioned. A loan is classified as substandard when the borrower has a well-defined weakness or weaknesses that jeopardize the orderly liquidation of the debt. A substandard loan is inadequately protected by the current net worth and paying capacity of the obligor, normal repayment from this borrower is in jeopardy, and there is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. A loan is classified as doubtful when a borrower has all weaknesses inherent in a substandard loan with the added provision that: (1) the weaknesses make collection of debt in full on the basis of currently existing facts, conditions and values highly questionable and improbable; (2) serious problems exist to the point where a partial loss of principal is likely; and (3) the possibility of loss is extremely high, but because of certain important, reasonably specific pending factors that may work to the advantage and strengthening of the assets, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens and additional refinancing plans. A loan is classified as loss when all or a portion of the loan is considered uncollectible and of such little value that its continuance on our books without establishment of a specific valuation allowance or charge off is not warranted. This classification does not necessarily mean that the loan has no recovery or salvage value. Rather, it indicates that there is significant doubt about whether, how much or when recovery will occur.

A loan is considered delinquent when we have not received a payment within 30 days of its contractual due date. Generally, a loan is designated as a non-accrual loan when the payment of interest is 90 days or more in arrears of its contractual due date. At December 31, 2020, there were no loans past due 90 days or more still accruing interest other than COVID-19 related loan forbearance and deferrals. In accordance with the CARES Act, these loans are not included in the aging of loans receivable by portfolio segment in the table below, and the Bank continues to accrue interest income during the forbearance or deferral period. If adverse information indicating that the borrower's capability of repaying all amounts due is unlikely, the interest accrual will cease. The following tables summarize the aging of loans receivable by portfolio segment at the dates indicated:
At December 31,
202020192018
30-59 Days60-89 Days90 Days or More30-59 Days60-89 Days90 Days or More30-59 Days60-89 Days90 Days or More
(In thousands)
Real estate loans:
One-to-four family$3,068 $912 $1,901 $6,249 $2,132 $1,638 $8,384 $1,518 $819 
Multifamily and commercial15,645 — 1,238 626 1,210 716 1,870 1,425 154 
Construction550 — — — — — — — — 
Commercial business loans2,343 1,056 2,453 1,056 — 2,489 208 279 911 
Consumer loans:
Home equity loans and advances1,156 696 394 1,708 246 405 1,550 173 905 
Other consumer loans— — — — — — — 
Total$22,766 $2,664 $5,986 $9,642 $3,588 $5,248 $12,012 $3,395 $2,789 
64


At December 31At September 30,
201720172016
30-59 Days60-89 Days90 Days or More30-59 Days60-89 Days90 Days or More30-59 Days60-89 Days90 Days or More
(In thousands)
Real estate loans:
One-to four-family$7,080 $1,229 $3,360 $3,924 $932 $3,496 $9,401 $1,338 $4,538 
Commercial and multifamily138 380 1,329 — 123 1,510 1,030 275 4,257 
Commercial business loans89 730 1,263 — 388 1,038 60 — 1,608 
Consumer loans:
Home equity loans and advances1,421 26 573 1,437 187 351 2,855 436 1,667 
Other consumer loans— — — — — — — 
Total$8,728 $2,365 $6,525 $5,362 $1,630 $6,395 $13,347 $2,049 $12,070 


    The following tables present classified and criticized assets by credit risk indicator at the dates indicated:
At December 31,At September 30,
202020192018201720172016
(In thousands)
Classified loans:
Substandard$30,786 $28,495 $23,345 $31,836 $30,935 $44,885 
Doubtful— — — — — — 
Total classified loans30,786 28,495 23,345 31,836 30,935 44,885 
Special mention47,514 25,313 9,074 8,460 14,947 11,509 
Total criticized loans$78,300 $53,808 $32,419 $40,296 $45,882 $56,394 

    All impaired loans classified as substandard and doubtful are written down to the fair value of their underlying collateral if the loan is collateral dependent.

    Analysis and Determination of the Allowance for Loan Losses

    The allowance for loan losses is a valuation account that reflects management's evaluation of probable losses in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings. Our methodology for assessing the appropriateness of the allowance for loan losses consists of: (1) a specific valuation allowance for loans individually evaluated for impairment and (2) a general valuation allowance for loans collectively evaluated for impairment.

    Specific Allowance (Individually Evaluated for Impairment). Management regularly monitors the condition of borrowers and assesses both internal and external factors in determining whether any relationships have deteriorated, considering factors such as historical loss experience, trends in delinquency and non-performing loans, changes in risk composition and underwriting standards, the experience and ability of staff and regional and national economic conditions and trends.

Our loan officers and loan servicing staff identify and manage potential problem loans within our commercial loan portfolio. Non-performing assets within the commercial loan portfolio are transferred to the Special Assets Department for workout or litigation. The Special Assets Department reports directly to the Chief Credit Officer. Changes in management, financial or operating performance, company behavior, industry factors and external events and circumstances are evaluated on an ongoing basis to determine whether potential impairment is evident and additional analysis is needed. For our commercial loan portfolio, risk ratings are assigned to each individual loan to differentiate risk within the portfolio and are reviewed on an ongoing basis by credit management and the Internal Loan Review Department and revised, if needed, to reflect the borrower’s current risk profiles and the related collateral positions.
The risk ratings consider factors such as financial condition, debt capacity and coverage ratios, market presence and quality of management. When a credit’s risk rating is downgraded to a certain level, the relationship must be reviewed and detailed reports
65


completed that document risk management strategies for the credit going forward, and the appropriate accounting actions to take in accordance with generally accepted accounting principles in the United States. When credits are downgraded beyond a certain level, our Special Assets and Loan Servicing Departments become responsible for managing the credit risk.
The Asset Classification Committee reviews risk rating actions (specifically downgrades or upgrades between pass and the criticized and classified categories) recommended by Lending, Loan Servicing, Commercial Credit, Internal Loan Review and/or Special Assets Departments on a quarterly basis. Our Commercial Credit, Internal Loan Review, Lending, and Loan Servicing Departments monitor our commercial, residential and consumer loan portfolios for credit risk and deterioration considering factors such as delinquency, loan to value ratios and credit scores.
When problem loans are identified that are secured with collateral, management examines the loan files to evaluate the nature and type of collateral supporting the loans. Management documents the collateral type, date of the most recent valuation, and whether any liens exist, to determine the value to compare against the committed loan amount. If a loan is identified as impaired and is collateral dependent, an updated appraisal is obtained to provide a baseline in determining the property’s fair value. A collateral dependent impaired loan is written down to its appraised value and a specific allowance is established to cover potential selling costs. If the collateral value is subject to significant volatility (due to location of asset, obsolescence, etc.) an appraisal is obtained more frequently. In-house revaluations are typically performed on a quarterly basis and updated appraisals are obtained annually, if determined necessary.
When we determine that the value of an impaired loan is less than its carrying amount, we recognize impairment through a charge-off to the allowance. We perform these assessments on at least a quarterly basis. For commercial loans, a charge-off is recorded when management determines we will not collect 100% of a loan based on the fair value of the collateral or the net present value of expected future cash flows. The collateral deficiency on consumer loans and residential loans are generally charged-off when deemed to be uncollectible or delinquent 180 days, whichever comes first, unless it can be clearly demonstrated that repayment will occur regardless of the delinquency status. Examples that would demonstrate repayment include a loan that is secured by adequate collateral and is in the process of collection, a loan supported by a valid guarantee or insurance, or a loan supported by a valid claim against a solvent estate.
    General Allowance (Collectively Evaluated for Impairment). Additionally, we reserve for certain inherent, but undetected, losses that are probable within the loan portfolio. This is due to several factors, such as, but not limited to, inherent delays in obtaining information regarding a customer’s financial condition or changes in their unique business conditions and the interpretation of economic trends. While this analysis is conducted at least quarterly, we have the ability to revise the allowance factors whenever necessary to address improving or deteriorating credit quality trends or specific risks associated with a given loan pool classification.
A comprehensive analysis of the allowance for loan losses is performed on a quarterly basis. The entire allowance for loan losses is available to absorb losses in the loan portfolio irrespective of the amount of each separate element of the allowance. Our principal focus, therefore, is on the adequacy of the total allowance for loan losses.
The allowance for loan losses is maintained at levels that management considers appropriate to provide for losses based upon an evaluation of known and inherent risks in the loan portfolio. Management’s evaluation takes into consideration the risks inherent in the loan portfolio, past loan loss experience, specific loans with loss potential, geographic and industry concentrations, delinquency trends, economic conditions, the level of originations and other relevant factors. While management uses the best information available to make such evaluations, future adjustments to the allowance for credit losses may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, the existing allowance for loan losses may not be sufficient should the quality of loans deteriorate as a result of the factors described above. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations. The allowance for loan losses is subject to review by our banking regulators. On an annual basis our primary bank regulator conducts an examination of the allowance for loan losses and makes an assessment regarding its adequacy and the methodology employed in its determination. Our regulators may require the allowance for loan losses to be increased based on their review of information available to them at the time of their examination.
66


At December 31,
202020192018
Amount% of Allowance to Total Allowance% of Allowance to Loans in CategoryAmount% of Allowance to Total Allowance% of Allowance to Loans in CategoryAmount% of Allowance to Total Allowance% of Allowance to Loans in Category
(Dollars in thousands)
Real estate loans:
One-to-four family$13,586 18.2 %0.7 %$13,780 22.4 %0.7 %$15,232 24.5 %0.8 %
Multifamily and commercial30,681 41.1 1.1 22,980 37.2 0.8 23,251 37.3 1.1 
Construction11,271 15.1 3.4 7,435 12.0 2.5 7,217 11.6 2.8 
Commercial business17,384 23.3 2.3 15,836 25.7 3.3 14,176 22.7 4.2 
Consumer loans:
Home equity loans and advances1,748 2.3 0.5 1,669 2.7 0.4 2,458 3.9 0.6 
Other consumer loans— 0.4 — 0.5 — 0.7 
Total allowance for loan losses$74,676 100.0 %1.2 %$61,709 100.0 %1.0 %$62,342 100.0 %1.3 %

At December 31,At September 30,
201720172016
Amount% of Allowance to Total Allowance% of Allowance to Loans in CategoryAmount% of Allowance to Total Allowance% of Allowance to Loans in CategoryAmount% of Allowance to Total Allowance% of Allowance to Loans in Category
(Dollars in thousands)
Real estate loans:
One-to-four family$19,991 34.4 %1.2 %$18,533 33.9 %1.2 %$18,638 35.9 %1.2 %
Multifamily and commercial19,933 34.2 1.1 18,029 33.0 1.0 17,390 33.5 1.1 
Construction5,217 9.0 2.2 5,299 9.7 2.4 5,960 11.5 3.2 
Commercial business loans8,275 14.2 3.0 8,480 15.5 3.2 5,721 11.0 3.2 
Consumer loans:
Home equity loans and advances4,576 7.9 1.0 4,190 7.7 0.9 4,052 7.8 0.8 
Other consumer loans— 0.8 — 0.6 11 — 0.8 
Total allocated allowance$58,000 99.7 %1.3 %$54,539 99.8 %1.3 %$51,772 99.8 %1.3 %
Unallocated178 0.3 — %94 0.2 — %95 0.2 — %
Total allowance for loan losses$58,178 100.0 %1.3 %$54,633 100.0 %1.3 %$51,867 100.0 %1.3 %

    Total Loans. During the year ended December 31, 2020, the balance of the allowance for loan losses increased by $13.0 million to $74.7 million, or 1.21% of total loans at December 31, 2020, from $61.7 million or 1.00% of total loans at December 31, 2019. The noted increase in the total loan coverage ratio for the year ended December 31, 2020 was primarily attributable to
67


consideration of the deterioration of economic factors and loan performance due to the ongoing COVID-19 pandemic which resulted in increases to qualitative factors, and to a lesser extent, due to an increase in charge-offs for the year.

    One-to-Four Family Loan Portfolio. The allowance for the one-to-four family loan portfolio was $13.6 million, or 0.7% of one-to-four family loans at December 31, 2020, compared to $13.8 million, or 0.7% of one-to-four family loans at December 31, 2019. Our one-to-four family non-accrual loans increased $905,000, or 52.3% to $2.6 million at December 31, 2020 from $1.7 million at December 31, 2019, and net charge-offs were $1.5 million for the year ended December 31, 2020 compared to $1.0 million for the year ended December 31, 2019. We believe the balance of one-to-four family loan reserve ratio is appropriate given the continued low charge-off levels and the decrease in the portfolio balance year over year.

Multifamily and Commercial Real Estate Loan Portfolio. The allowance for loan losses related to the multifamily and commercial real estate loan portfolio totaled $30.7 million, or 1.1%, of multifamily and commercial real estate loans at December 31, 2020, as compared to $23.0 million, or 0.8% of multifamily and commercial real estate loans at December 31, 2019. We experienced a $39.4 million increase in criticized and classified loans to $59.1 million at December 31, 2020 compared to $19.7 million at December 31, 2019. Multifamily and commercial real estate non-accrual loans increased to $1.9 million at December 31, 2020 from $716,000 at December 31, 2019. Net charge-offs were $12,000 for the year ended December 31, 2020 as compared to $93,000 for the year ended December 31, 2019. We believe the multifamily and commercial real estate loan reserve ratio is appropriate given the increases in criticized and classified and non-accrual loans, partially mitigated by the continued low charge-off levels and the decrease in the portfolio balance year over year.
Construction Loan Portfolio.  The portion of the allowance for loan losses related to the construction portfolio totaled $11.3 million, or 3.4% of construction loans at December 31, 2020, as compared to $7.4 million, or 2.5% at December 31, 2019. At both December 31, 2020 and 2019, we had no classified or criticized construction loans. At December 31, 2020 and 2019, we had no construction loans that were in a non-accrual status and we recorded recoveries of $1,000 and $2,000, respectively, during the years ended December 31, 2020 and 2019. We believe the construction loan reserve ratio was appropriate due to the increase in the balance of these loans along with the inherent credit risk associated with this portfolio.
Commercial Business Loan Portfolio. The portion of the allowance for loan losses related to the commercial business loan portfolio totaled $17.4 million, or 2.3% of commercial business loans at December 31, 2020, which decreased from $15.8 million, or 3.3% of commercial business loans at December 31, 2019. At December 31, 2020, $344.4 million in PPP loans included in the commercial business loan portfolio do not require an allowance as they are 100% guaranteed by the SBA. We experienced a $209,000 increase in criticized and classified commercial business loans to $1.1 million at December 31, 2020 as compared to $876,000 at December 31, 2019. Commercial business loan non-accrual loans decreased $718,000 to $3.0 million at December 31, 2020 from $3.7 million at December 31, 2019. Net charge-offs were $3.8 million for the year ended December 31, 2020 compared to $3.6 million for the year ended December 31, 2019. We continue to charge-off any cash flow or collateral deficiency for non-performing loans once a loan is 90 days past due. We believe the reserve ratio was appropriate given the inherent credit risk of commercial business loans.
Home Equity Loans and Advances. The allowance for the home equity loan portfolio decreased to $1.7 million, or 0.5% of consumer loans, at December 31, 2020 compared to $1.7 million, or 0.4% of consumer loans, at December 31, 2019. Home equity non-accrual loans increased $125,000 to $678,000 at December 31, 2020, from $553,000 at December 31, 2019. Net charge-offs were $160,000 for the year ending December 31, 2020 compared to $151,000 for the year ending December 31, 2019. We believe the decrease in the consumer reserve was appropriate based upon the decrease in the balance year over year and the insignificant amount of delinquencies, non-accrual loans and charge-offs.









68


    The following table sets forth an analysis of the activity in the allowance for loan losses for the periods indicated:
At or For the Years Ended December 31,At or For the Years Ended September 30,
202020192018201720172016
(Dollars in thousands)
Allowance at beginning of period$61,709 $62,342 $58,178 $51,849 $51,867 $56,948 
Provision for loan losses18,447 4,224 6,677 9,826 6,426 417 
Charge-offs:
Real estate loans:
One-to-four family(1,931)(1,053)(590)(1,412)(1,402)(3,496)
Multifamily and commercial(28)(103)(129)(1,082)(1,080)(879)
Construction— — — — — (321)
Total real estate loans(1,959)(1,156)(719)(2,494)(2,482)(4,696)
Commercial business loans(4,120)(3,994)(2,199)(586)(606)(458)
Consumer loans:
Home equity loans and advances(220)(201)(291)(1,144)(1,140)(1,053)
Other consumer loans(4)(2)(11)(19)(16)(12)
Total consumer loans(224)(203)(302)(1,163)(1,156)(1,065)
Total charge-offs(6,303)(5,353)(3,220)(4,243)(4,244)(6,219)
Recoveries:
Real estate loans:
One-to-four family438 30 334 274 268 158 
Multifamily and commercial16 10 75 75 23 
Construction— — 76 
Total real estate loans455 42 339 349 343 257 
Commercial business loans308 404 240 336 182 408 
Consumer loans:
Home equity loans and advances60 50 122 59 59 55 
Other consumer loans— — — 
Total consumer loans60 50 128 61 59 56 
Total recoveries823 496 707 746 584 721 
Net charge-offs(5,480)(4,857)(2,513)(3,497)(3,660)(5,498)
Allowance at end of period:$74,676 $61,709 $62,342 $58,178 $54,633 $51,867 
Total loans outstanding$6,162,547 $6,169,308 $4,962,289 $4,446,015 $4,353,121 $3,977,634 
Average gross loans outstanding$6,413,559 $5,222,953 $4,711,915 $4,312,887 $4,236,825 $3,888,992 
Allowance for loan losses to total non-performing loans915.60 %922.82 %2,235.28 %891.62 %854.31 %424.44 %
Allowance for loan losses to total gross loans at end of period1.21 %1.00 %1.26 %1.31 %1.26 %1.30 %
Net charge-offs to average outstanding loans0.09 %0.09 %0.05 %0.08 %0.09 %0.14 %


69


COVID-19

To assist customers impacted by the COVID-19 pandemic, through January 31, 2021, the Company granted commercial loan modification requests with respect to multifamily, commercial, and construction real estate loans, with current balances of $734.7 million and granted consumer-related loan modification requests with respect to one-to-four family real estate loans and home equity loans and advances with current balances of $178.1 million. These short-term loan modifications are being treated in accordance with Section 4013 of the CARES Act and will not be treated as troubled debt restructurings during the short-term modification period if the loan was not in arrears at December 31, 2019. Furthermore, based on current evaluations, generally, we have continued the accrual of interest on these loans during the short-term modification period. The Consolidated Appropriations Act, 2021, which was enacted in late December 2020, extended certain provisions of the CARES Act, including provisions permitting loan deferral extension requests to not be treated as troubled debt restructurings. Commercial loan modification requests include various industries and property types. The following table is a summary of loan modifications that have not begun to remit full payment:

Balance at December 31, 2020Percent of Total Loans at December 31, 2020Balance at January 31, 2021Percent of Total Loans at January 31, 2021
               (Dollars in thousands)
Real estate loans:
One-to-four family$6,770 0.35 %$6,679 0.35 %
Multifamily and commercial71,348 2.53 54,418 1.93 
Construction3,312 1.01 3,337 1.03 
Commercial business loans3,397 0.45 3,395 0.44 
Consumer loans:
Home equity loans and advances314 0.10 47 0.02 
Total loans$85,141 1.38 %$67,876 1.10 %

At January 31, 2021, $55.8 million of the commercial loans in the above table are remitting partial payments and $59.6 million were granted an additional deferral period, of which $54.3 million are remitting payments.

Through January 31, 2021, the Company originated 2,826 loans for $559.5 million under the SBA Paycheck Protection Program. Through January 31, 2021 forgiveness with respect to 1,187 of such loans, with aggregate loan amounts of $184.2 million, have been received.

Interest Rate Risk Management
Interest rate risk is defined as the exposure of a Company's current and future earnings and capital arising from movements in market interest rates. Depending on a bank’s asset/liability structure, adverse movements in interest rates could be either rising or falling interest rates. For example, a bank with predominantly long-term fixed-rate assets and short-term liabilities could have an adverse earnings exposure to a rising rate environment. Conversely, a short-term or variable-rate asset base funded by longer-term liabilities could be negatively affected by falling rates. This is referred to as re-pricing or maturity mismatch risk.
Interest rate risk also arises from changes in the slope of the yield curve (yield curve risk), from imperfect correlations in the adjustment of rates earned and paid on different instruments with otherwise similar re-pricing characteristics (basis risk), and from interest rate related options embedded in our assets and liabilities (option risk).
Our objective is to manage our interest rate risk by determining whether a given movement in interest rates affects our net interest income and the market value of our portfolio equity in a positive or negative way and to execute strategies to maintain interest rate risk within established limits. The results at December 31, 2020 indicate a level of risk within the parameters of our model. Our management believes that the December 31, 2020 results indicate a profile that reflects an acceptable level of interest rate risk exposures in both rising and declining rate environments for both net interest income and economic value.
Model Simulation Analysis. We view interest rate risk from two different perspectives. The traditional accounting perspective, which defines and measures interest rate risk as the change in net interest income and earnings caused by a change in interest rates, provides the best view of short-term interest rate risk exposure. We also view interest rate risk from an economic perspective, which defines and measures interest rate risk as the change in the market value of portfolio equity caused by changes in the values of assets and liabilities, which fluctuate due to changes in interest rates. The market value of portfolio equity, also referred to as the economic value of equity, is defined as the present value of future cash flows from existing assets, minus the present value of future cash flows from existing liabilities.
70


These two perspectives give rise to income simulation and economic value simulation, each of which presents a unique picture of our risk of any movement in interest rates. Income simulation identifies the timing and magnitude of changes in income resulting from changes in prevailing interest rates over a short-term time horizon (usually one or two years). Economic value simulation reflects the interest rate sensitivity of assets and liabilities in a more comprehensive fashion, reflecting all future time periods. It can identify the quantity of interest rate risk as a function of the changes in the economic values of assets and liabilities, and the corresponding change in the economic value of equity of Columbia Bank. Both types of simulation assist in identifying, measuring, monitoring and managing interest rate risk and are employed by management to ensure that variations in interest rate risk exposure will be maintained within policy guidelines.
We produce these simulation reports and review them with our management, Asset/Liability Committee and Board Risk Committee on at least a quarterly basis. The simulation reports compare baseline (no interest rate change) to the results of an interest rate shock, to illustrate the specific impact of the interest rate scenario tested on income and equity. The model, which incorporates all asset and liability rate information, simulates the effect of various interest rate movements on income and equity value. The reports identify and measure our interest rate risk exposure present in our current asset/liability structure. Management considers both a static (current position) and dynamic (forecast changes in volume) analysis as well as non-parallel and gradual changes in interest rates and the yield curve in assessing interest rate exposures.
If the results produce quantifiable interest rate risk exposure beyond our limits, then the testing will have served as a monitoring mechanism to allow us to initiate asset/liability strategies designed to reduce and therefore mitigate interest rate risk.
The table below sets forth an approximation of our interest rate risk exposure. The simulation uses projected repricing of assets and liabilities at December 31, 2020. Net interest income assumes that the composition of interest 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. Accordingly, although the net interest income table provides an indication of our interest rate risk exposure at a particular point in time, such measurement is not intended to and does not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual.
Certain shortcomings are also inherent in the methodologies used in the interest rate risk measurements. Modeling changes in net interest income requires the use of certain assumptions regarding prepayment and deposit repricing, which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. While management believes such assumptions are reasonable, there can be no assurance that assumed prepayment rates and repricing rates will approximate actual future asset prepayment and liability repricing activity.

    The table below sets forth, as of December 31, 2020, Columbia Bank’s net portfolio value, the estimated changes in our net portfolio value, and the net interest income that would result from the designated instantaneous parallel changes in market interest rates. This data is for Columbia Bank and its subsidiaries only and does not include any assets of Columbia Financial, Inc.
Twelve Months Net Interest IncomeNet Portfolio Value ("NPV")
Change in Interest Rates (Basis Points)AmountDollar ChangePercent of ChangeEstimated NPVPresent Value RatioPercent Change
(Dollars in thousands)
+300$226,213 $14,517 6.86 %$957,602 11.68 %(7.10)%
+200221,444 9,748 4.60 1,006,147 11.92 (2.39)
+100216,381 4,685 2.21 1,029,939 11.86 (0.08)
Base211,696 — — 1,030,755 11.54 — 
-100197,089 (14,607)(6.90)938,002 10.26 (9.00)

    As of December 31, 2020, based on the scenarios above, net interest income would increase by approximately 4.60% if rates were to rise 200 basis points, and would decrease by 6.90% if rates were to decrease 100 basis points over a one-year time horizon.

Another measure of interest rate sensitivity is to model changes in the net portfolio value through the use of immediate and sustained interest rate shocks. As of December 31, 2020, based on the scenarios above, in the event of an immediate and sustained 200 basis point increase in interest rates, the NPV is projected to decrease 2.39%. If rates were to decrease 100 basis points, the model forecasts a 9.00% decrease in the NPV.
71


Overall, our December 31, 2020 results indicate that we are adequately positioned with an acceptable net interest income and economic value at risk in all scenarios and that all interest rate risk results continue to be within our policy guidelines.
Liquidity Management
Liquidity risk is the risk of being unable to meet future financial obligations as they come due at a reasonable funding cost. We mitigate this risk by attempting to structure our balance sheet prudently and by maintaining diverse borrowing resources to fund potential cash needs. For example, we structure our balance sheet so that we fund less liquid assets, such as loans, with stable funding sources, such as retail deposits, long-term debt, wholesale borrowings, and capital. We assess liquidity needs arising from asset growth, maturing obligations, and deposit withdrawals, taking into account operations in both the normal course of business and times of unusual events. In addition, we consider our off-balance sheet arrangements and commitments that may impact liquidity in certain business environments.
Our Asset/Liability Committee measures liquidity risks, sets policies to manage these risks, and reviews adherence to those policies at its quarterly meetings. For example, we manage the use of short-term unsecured borrowings as well as total wholesale funding through policies established and reviewed by our Asset/Liability Committee. In addition, the Risk Committee of our Board of Directors reviews liquidity limits and reviews current and forecasted liquidity positions at each of its regularly scheduled meetings.
We have contingency funding plans that assess liquidity needs that may arise from certain stress events such as rapid asset growth or financial market disruptions. Our contingency plans also provide for continuous monitoring of net borrowed funds and dependence and available sources of contingent liquidity. These sources of contingent liquidity include cash and cash equivalents, capacity to borrow at the Federal Reserve discount window and through the FHLB system, fed funds purchased from other banks and the ability to sell, pledge or borrow against unencumbered securities in our securities portfolio. As of December 31, 2020, the potential liquidity from these sources is an amount we believe currently exceeds any contingent liquidity need.
Uses of Funds. Our primary uses of funds include the extension of loans and credit, the purchase of securities, working capital, and debt and capital management. In addition, contingent uses of funds may arise from events such as financial market disruptions.
We regularly adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, (4) repayment of borrowings, and (5) the objectives of our asset/liability management program. Excess liquid assets are generally invested in fed funds.
Sources of Funds. Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, investing and financing activities during any given period. At December 31, 2020, total cash and cash equivalents totaled $423.0 million. Debt securities classified as available for sale, and equity securities, which provide additional sources of liquidity, totaled $1.3 billion, and $5.4 million, respectively, at December 31, 2020. At December 31, 2020, we had $792.4 million in Federal Home Loan Bank fixed rate advances. In addition, if Columbia Bank requires funds beyond its ability to generate them internally, it can borrow additional funds under an overnight advance program up to Columbia Bank’s maximum borrowing capacity based on its ability to collateralize such borrowings.
Our primary sources of funds include a large, stable deposit base. Core deposits (consisting of demand, money market and savings and club accounts), primarily generated from our retail branch network, are our largest and most cost-effective source of funding. Core deposits totaled $4.8 billion at December 31, 2020, representing an increase of $1.2 billion, from $3.6 billion at December 31, 2019. The increase in core deposits was primarily driven by a $396.2 million increase in non-interset bearing demand accounts in conjunction with our acquisition of Roselle Bank, and a $468.8 million increase in interest-bearing demand accounts, mainly attributable to our Yield and Advantage Plus checking products and the increase in municipal deposits of $73.8 million, or 14.0%. We also maintain access to a diversified base of wholesale funding sources. These uncommitted sources include federal funds purchased from other banks, securities sold under agreements to repurchase, and FHLB advances. Aggregate wholesale funding totaled $799.4 million at December 31, 2020, compared to $1.4 billion as of December 31, 2019. In addition, at December 31, 2020, we had availability to borrow additional funds, subject to our ability to collateralize such borrowings from the FHLB of New York and the Federal Reserve Bank of New York.
A significant use of our liquidity is the funding of loan originations. At December 31, 2020, Columbia Bank had $282.2 million in loan commitments outstanding, which primarily consisted of commitments to fund loans of $149.8 million, $98.9 million, $16.8 million, and $13.3 million, in one-to-four family real estate, multifamily and commercial real estate, commercial business and construction loans respectively. There was also $894.5 million in unused commercial business, construction and consumer lines of credit, and $9.4 million in commercial letters of credit. Since these commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the borrower. Another significant use of
72


Columbia Bank’s liquidity is the funding of deposit withdrawals. Certificates of deposit due within one year of December 31, 2020 totaled $1.5 billion, or 76.3% of total certificates of deposit. The large percentage of certificates of deposit that mature within one year reflects customers’ hesitancy to invest their funds for long periods. Management believes, however, based on past experience, that a significant portion of our certificates of deposit will be renewed. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits and borrowings than we currently pay on the certificates of deposit due on or before December 31, 2020. We have the ability to attract and retain deposits by adjusting the interest rates offered.
    The following table presents certain of our contractual obligations at December 31, 2020:
Payments due by period
TotalOne Year or LessMore Than One Year to Three YearsMore Than Three Years to Five YearsMore Than Five Years
(In thousands)
Borrowed funds$792,412 $496,042 $220,097 $76,273 $— 
Commitments to fund loans282,198 282,198 — — — 
Unused lines of credit894,489 478,558 187,438 70,496 157,997 
Standby letters of credit9,392 8,554 838 — — 
Total$2,000,555 $1,269,362 $415,307 $151,269 $164,617 

    Our primary investing activities are the origination of loans and the purchase of securities. Our primary financing activities consist of activity in deposit accounts and borrowings. Deposit flows are affected by the overall level of market interest rates, the interest rates and products offered by us, local competitors and other factors. We generally manage the pricing of our deposits to be competitive. Occasionally, we offer promotional rates on certain deposit products to attract deposits.

Columbia Financial is a separate legal entity from Columbia Bank and must provide for its own liquidity in addition to its operating expenses. Columbia Financial’s primary source of income is dividends received from Columbia Bank. The amount of dividends that Columbia Bank may declare and pay to Columbia Financial is generally restricted under federal regulations to the retained earnings of Columbia Bank. At December 31, 2020, on a stand-alone basis, Columbia Financial had liquid assets of $94.2 million.
Capital Management.   We are subject to various regulatory capital requirements administered by our federal banking regulators, including a risk-based capital measure. The Federal Reserve establishes capital requirements, including well capitalized standards, for our consolidated financial holding company, and the OCC has similar requirements for our Company's subsidiary bank. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2020, we exceeded all of our regulatory capital requirements. We are considered “well capitalized” under regulatory guidelines. See “Item 1: Business - Regulation and Supervision - Federal Banking Regulations - Capital Requirements” and note 13 in the notes to the consolidated financial statements included in this report.
Off-Balance Sheet Arrangements.   In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our consolidated financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit. For information about our loan commitments, see note 16 in the notes to the consolidated financial statements included in this report.
For the years ended December 31, 2020 and 2019, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.
    Derivative Financial Instruments. Columbia Bank executes interest rate swaps with third parties in order to hedge the interest expense of short-term FHLB advances. Those interest rate swaps are simultaneous with entering into the short-term borrowings with the FHLB. These derivatives are designated as cash flow hedges and are not speculative. As these interest rate swaps meet the hedge accounting requirements, the effective portion of changes in the fair value are recognized in accumulated other comprehensive income. As of December 31, 2020, Columbia Bank had 31 interest rate swaps with notional amounts of $430.0 million hedging certain FHLB advances.

73


Columbia Bank presently offers interest rate swaps to commercial banking customers to manage their risk of exposure and risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that Columbia Bank executes with a third party, such that Columbia Bank would minimize its net risk exposure resulting from such transactions. These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service Columbia Bank offers to certain customers. As the interest rate swaps would not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting third party swap contracts are recognized directly in earnings. At December 31, 2020, we had interest rate swaps in place with 48 commercial banking customers executed by offsetting interest rate swaps with third parties, with an aggregated notional amount of $175.1 million.
Columbia Bank offers currency forward contracts to certain commercial banking customers to facilitate international trade. Those forward contracts are simultaneously hedged by offsetting forward contracts that Columbia Bank would execute with a third party, such that Columbia Bank would minimize its net risk exposure resulting from such transactions. These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service Columbia Bank offers to certain commercial customers. As the currency forward contract does not meet the hedge accounting requirements, changes in the fair value of both the customer forward contract and the offsetting forward contract is recognized directly in earnings. At December 31, 2020, Columbia Bank had no currency forward contracts in place with. commercial banking customers.
Recent Accounting Pronouncements
For a discussion of the impact of recent accounting pronouncements, see note 2 in the notes to the consolidated financial statements included in this report.
Effect of Inflation and Changing Prices
The consolidated financial statements and related consolidated financial data presented in this report have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services because such prices are affected by inflation to a larger extent than interest rates.


74


Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

    The information required by this item is incorporated herein by reference to the section captioned “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 8.     Financial Statements and Supplementary Data

    The information required by this item is included beginning on page 81 of this report.
The following are included in this item:
(A)Report of Independent Registered Public Accounting Firm
(B)Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
(C)Consolidated Financial Statements:
(1)Consolidated Statements of Financial Condition as of December 31, 2020 and 2019
(2)Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018
(3)Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018
(4)Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018
(5)Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
(6)Notes to the Consolidated Financial Statements
(D)Columbia Financial, Inc. Condensed Financial Statements
(1)Statements of Financial Condition as of December 31, 2020 and 2019
(2)Statements of Income and Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018
(3)Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018

Item 9.     Change in and Disagreements With Accountants on Accounting and Financial Disclosure

    None.

Item 9A.     Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act of 1934, as amended) as of December 31, 2020. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well-designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported as of the end of the period covered by this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control system is a process designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements.
The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances
75


that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on its financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those system determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may be inadequate due to changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
As part of the Company’s program to comply with Section 404 of the Sarbanes-Oxley Act of 2002, our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 (the “Assessment”). In making this Assessment, management used the control criteria framework of the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission published in its report entitled Internal Control - Integrated Framework (2013). Management’s Assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on this assessment, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020.
Report of Independent Registered Public Accounting Firm
The attestation report by the Company’s independent registered public accounting firm, KPMG LLP, on the Company’s internal control over financial reporting is included with the audited consolidated financial statements of the Company beginning on page 81 of this report.
Item 9B.    Other Information

    None.

PART III

Item 10.     Directors, Executive Officers and Corporate Governance

Board of Directors
For information relating to the directors of the Company, the section captioned “Proposal 1--Election of Directors” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders is incorporated herein by reference.
Executive Officers
For information relating to officers of the Company, see Part I, Item 1, “Business-Information About Our Executive Officers” to this Annual Report on Form 10-K.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
For information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, the cover page to this Annual Report on Form 10-K and the section captioned “Stock Ownership-Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated herein by reference.
Disclosure of Code of Ethics
For information concerning the Company’s Code of Ethics, the information contained under the section captioned “Corporate Governance-Code of Ethics and Business Conduct” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders is incorporated by reference. A copy of the Code of Ethics and Business Conduct is available to stockholders on the Company’s website at www.columbiabankonline.com.
Corporate Governance
For information regarding the Audit Committee and its composition and the audit committee financial expert, the section captioned “Corporate Governance-Meetings and Committees of the Board of Directors-Audit Committee” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders is incorporated herein by reference.
76


Item 11.     Executive Compensation

Executive Compensation
 
    For information regarding executive compensation, the sections captioned “Executive Compensation,” “Compensation Discussion & Analysis” and “Director Compensation” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated herein by reference.
 
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this item is incorporated herein by reference to the section captioned “Stock Ownership” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders.
Item 13.    Certain Relationships and Related Transactions and Director Independence

Certain Relationships and Related Transactions
For information regarding certain relationships and related transactions, the section captioned “Other Information-Transactions with Related Persons” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders is incorporated herein by reference.
Corporate Governance
For information regarding director independence, the section captioned “Proposal 1-Election of Directors” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders is incorporated herein by reference.
Item 14.    Principal Accounting Fees and Services

    For information regarding the principal accountant fees and expenses, the section captioned “Proposal 2-Ratification of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders is incorporated herein by reference.

77


PART IV


Item 15.    Exhibits and Financial Statement Schedules
(1)The financial statements required in response to this item are incorporated herein by reference from Item 8 of this Annual Report on Form 10-K.
(2)All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.
(3)Exhibits
No.DescriptionLocation
3.1Second Amended and Restated Certificate of Incorporation of Columbia Financial, Inc.Incorporated herein by reference to
Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
3.2Amended Bylaws of Columbia Financial, Inc.
Incorporated herein by reference to
Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
4.0Specimen Stock Certificate of Columbia Financial, Inc.


Incorporated herein by reference to
Exhibit 4.0 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
4.1Description of Columbia Financial, Inc.'s Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934
Incorporated herein by reference to
Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2019 (File No. 001-38456), filed on March 2, 2020
10.1Employment Agreement between Columbia Financial, Inc., Columbia Bank and Thomas J. Kemly+
Incorporated herein by reference to
Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.2Employment Agreement between Columbia Financial, Inc., Columbia Bank and Dennis E. Gibney+
Incorporated herein by reference to
Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.3Employment Agreement between Columbia Financial, Inc., Columbia Bank and Thomas Allen, Jr.+
Incorporated herein by reference to
Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.4Employment Agreement between Columbia Financial, Inc., Columbia Bank and Geri M. Kelly+
Incorporated herein by reference to
Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
78


10.5Employment Agreement between Columbia Financial, Inc., Columbia Bank and John Klimowich+
Incorporated herein by reference to
Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.6Employment Agreement between Columbia Financial, Inc., Columbia Bank and Mark S. Krukar+Incorporated herein by reference to
Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.7Employment Agreement between Columbia Financial, Inc., Columbia Bank and Brian W. Murphy+
Incorporated herein by reference to
Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.8Employment Agreement between Columbia Financial, Inc., Columbia Bank and Allyson Schlesinger+
Incorporated herein by reference to
Exhibit 10.8 to the Company’s Annual Report on Form 10-K (File No. 001-38456), for the Year Ended December 31, 2018, filed on March 29, 2019
10.9Employment Agreement between Columbia Financial, Inc., Columbia Bank and Damodaram Bashyam+
Incorporated herein by reference to
Exhibit 10.9 to the Company’s Annual Report on Form 10-K (File No. 001-38456), for the Year Ended December 31, 2019, filed on March 29, 2019
10.10Employment Agreement between Columbia Financial, Inc., Columbia Bank and Oliver Lewis+
10.11Form of Columbia Bank Supplemental Executive Retirement Plan+
Incorporated herein by reference to
Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.12Columbia Bank Stock-Based Deferral Plan+
Incorporated herein by reference to
Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.13Columbia Bank Director Deferred Compensation Plan, as amended+Incorporated herein by reference to
Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.14Columbia Bank Retirement Income Maintenance Plan+
Incorporated herein by reference to
Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.15Columbia Bank Non-Qualified Savings Income Maintenance Plan, as amended+
Incorporated herein by reference to
Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-221912), initially filed on December 5, 2017
10.16Columbia Financial, Inc. 2019 Equity Incentive Plan
Incorporated by reference to Annex 1 to the Company's Definitive Proxy Materials on Schedule 14A (File No. 001-38456), filed on April 22, 2019
79


21.0Subsidiaries
23.1Consent of KPMG LLP
31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.0The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.
Filed herewith
101.INSThe instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover page Interactive Data File (embedded within the Inline XBRL document)
+ Management contract or compensatory plan, contract or arrangement.

Item 16.    Form 10-K Summary

    Not applicable.

80




Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Columbia Financial, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial condition of Columbia Financial, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the allowance for loan losses related to loans collectively evaluated for impairment

As discussed in Notes 2 and 7 to the consolidated financial statements, the Company's allowance for loan losses related to loans collectively evaluated for impairment (ALLL) was $73.6 million of a total allowance for loan losses of $74.7 million as of December 31, 2020. The ALLL estimate consists of both quantitative and qualitative loss components. The quantitative component of the ALLL is estimated by applying loss factors based upon the loan type categorization and risk ratings assigned to real estate loans and commercial business loans (collectively, commercial loans). Quantitative loss factors give consideration to historical loss experience and migration experience by loan type over a look-back period, adjusted for loss emergence periods. Qualitative adjustments to such loss factors are applied at a portfolio level to reflect risks in the loan portfolio not captured by the quantitative component of the ALLL.

We identified the assessment of the ALLL as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the ALLL due to significant
81


measurement uncertainty. Specifically, the assessment encompassed the (1) evaluation of the methodology and data used to derive the quantitative loss factors developed from the historical loss experience and migration experience and their significant assumptions, including the pooling of loans with similar characteristics, the selection of the look-back period and the loss emergence periods, and the internal risk ratings assigned to commercial loans; and (2) development and evaluation of the qualitative factor adjustments.

The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's measurement of the ALLL estimate, including controls over the:

development of the ALLL methodology

determination and measurement of significant assumptions used to determine the quantitative loss factors

periodic testing of the internal risk ratings for commercial loans

development of qualitative factor adjustments, including the significant assumptions used in the measurement of the qualitative factors.

We evaluated the Company's process to develop the ALLL by testing certain sources of data, factors and assumptions that the Company used, and considered the relevance and reliability of such data, factors and assumptions, including the look-back period by evaluating if loss data in the look-back period was representative of the credit characteristics of the current portfolio. We evaluated the pooling of loans with similar characteristics by assessing the relevant characteristics of the loan portfolio, including the loan type and risk rating. We assessed the appropriateness of the loss emergence period assumptions by considering the Company's credit risk policies and testing the Company's observable loss experience study. We tested the development of the qualitative factor adjustments by:

evaluating the metrics, including the relevance of sources of data and assumptions, used to determine the qualitative factor adjustments by comparing them to the Company's business environment and credit risk factors

evaluating trends in the total ALLL, including the qualitative factor adjustments, for consistency with trends in loan portfolio growth (attrition) and credit performance.

We involved credit risk professionals with specialized skills and knowledge, who assisted in evaluating:

the Company's ALLL methodology for compliance with U.S. generally accepted accounting principles

the maximum qualitative factor adjustment based on the highest losses over a consecutive four quarter interval during the look-back period

the length of the look-back period and the loss emergence periods used in developing the quantitative loss factors, by comparing them to the Company's portfolio risk characteristics and trends

the development of the resulting qualitative factor adjustments and the effect of those factors on the ALLL compared with relevant credit risk factors and credit trends

the internal risk rating for a selection of commercial loans by evaluating the financial performance of the borrower and related credit information, including sources of repayment, and any relevant guarantees or underlying collateral, and credit policies of the Company.


/s/ KPMG LLP

We have not been able to determine the specific year that we began serving as the Company’s auditor; however, we are aware that we have served as the Company’s auditor since at least 1972.

Short Hills, New Jersey
March 1, 2021




82



Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Columbia Financial, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Columbia Financial, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2021 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Short Hills, New Jersey
March 1, 2021
83


COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
(In thousands, except share and per share data)
December 31,
20202019
Assets
Cash and due from banks$422,787 $75,420 
Short-term investments170 127 
Total cash and cash equivalents422,957 75,547 
Debt securities available for sale, at fair value1,316,952 1,098,336 
Debt securities held to maturity, at amortized cost (fair value of $277,091 and $289,505 at December 31, 2020 and 2019, respectively)262,720 285,756 
Equity securities, at fair value5,418 2,855 
Federal Home Loan Bank stock43,759 69,579 
Loans held-for-sale, at fair value4,146 
Loans receivable6,181,770 6,197,566 
Less: allowance for credit losses74,676 61,709 
Loans receivable, net6,107,094 6,135,857 
Accrued interest receivable29,456 22,092 
Office properties and equipment, net75,974 72,967 
Bank-owned life insurance232,824 211,415 
Goodwill and intangible assets87,384 68,582 
Other assets209,852 145,708 
Total assets$8,798,536 $8,188,694 
Liabilities and Stockholders' Equity
Liabilities:
Deposits$6,778,624 $5,645,842 
Borrowings799,364 1,407,022 
Advance payments by borrowers for taxes and insurance32,570 35,507 
Accrued expenses and other liabilities176,691 117,806 
Total liabilities7,787,249 7,206,177 
Stockholders' equity:
Preferred stock, $0.01 par value. 10,000,000 shares authorized; NaN issued and outstanding at December 31, 2020 and 2019
Common stock, $0.01 par value. 500,000,000 shares authorized; 122,037,793 shares issued and 110,939,753 shares outstanding at December 31, 2020, and 117,278,745 shares issued and 113,765,387 shares outstanding at December 31, 20191,220 1,173 
Additional paid-in capital609,531 531,667 
Retained earnings673,084 615,481 
Accumulated other comprehensive loss(69,625)(68,735)
Treasury stock, at cost; 11,098,040 shares at December 31, 2020 and 3,513,358 shares at December 31, 2019(163,015)(54,950)
Common stock held by the Employee Stock Ownership Plan(39,293)(41,564)
Stock held by Rabbi Trust(1,875)(1,520)
Deferred compensation obligations1,260 965 
Total stockholders' equity1,011,287 982,517 
Total liabilities and stockholders' equity$8,798,536 $8,188,694 
See notes to consolidated financial statements.

84


COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except share and per share data)
Years Ended December 31,
202020192018
Interest income:
Loans receivable$255,236 $217,774 $189,869 
Debt securities available for sale and equity securities28,376 30,938 25,338 
Debt securities held to maturity8,025 8,180 7,147 
Federal funds and interest-earning deposits413 594 1,175 
Federal Home Loan Bank stock dividends3,661 3,597 2,761 
Total interest income295,711 261,083 226,290 
Interest expense:
Deposits55,246 61,551 39,523 
Borrowings18,892 27,161 22,733 
Total interest expense74,138 88,712 62,256 
Net interest income221,573 172,371 164,034 
Provision for loan losses18,447 4,224 6,677 
Net interest income after provision for credit losses203,126 168,147 157,357 
Non-interest income:
Demand deposit account fees3,633 4,478 3,987 
Bank-owned life insurance6,620 5,846 5,208 
Title insurance fees5,034 4,981 4,297 
Loan fees and service charges2,419 6,707 2,519 
Gain on securities transactions370 2,612 116 
Change in fair value of equity securities767 305 
Gain on sale of loans5,444 785 618 
Other non-interest income6,983 5,922 4,943 
Total non-interest income31,270 31,636 21,688 
Non-interest expense:
Compensation and employee benefits100,687 84,256 77,226 
Occupancy19,170 16,180 14,547 
Federal deposit insurance premiums1,901 895 1,893 
Advertising2,641 3,932 4,137 
Professional fees5,810 5,913 4,619 
Data processing3,342 3,001 2,600 
Charitable contribution to foundation34,767 
Merger-related expenses1,931 2,755 
Loss on extinguishment of debt1,158 
Other non-interest expense21,499 11,769 5,597 
Total non-interest expense158,139 128,701 145,386 
Income before income tax expense76,257 71,082 33,659 
Income tax expense18,654 16,365 10,923 
Net income$57,603 $54,717 $22,736 
Earnings per share - basic and diluted$0.52 $0.49 $0.20 
Weighted average shares outstanding - basic and diluted109,755,924 111,101,246 111,395,723 
See notes to consolidated financial statements.
85


COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
Years Ended December 31,
202020192018
Net income$57,603 $54,717 $22,736 
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on debt securities available for sale21,236 21,067 (5,778)
Accretion of unrealized gain (loss) on debt securities reclassified as held to maturity126 (13)
Reclassification adjustment for gain (loss) included in net income289 2,011 (92)
21,651 23,087 (5,883)
Derivatives, net of tax:
Unrealized (loss) on swap contracts accounted for as cash flow hedges(8,382)(6,468)(2,230)
(8,382)(6,468)(2,230)
Employee benefit plans, net of tax:
Amortization of prior service cost included in net income(44)(44)(491)
Reclassification adjustment of actuarial net (loss) gain included in net income(3,384)(2,930)1,996 
Change in funded status of retirement obligations(10,731)(9,935)121 
(14,159)(12,909)1,626 
Total other comprehensive (loss) income(890)3,710 (6,487)
Total comprehensive income, net of tax$56,713 $58,427 $16,249 
See notes to consolidated financial statements.

86


COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
(In thousands)
Common StockAdditional Paid-in-CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury StockCommon Stock Held by the Employee Stock Ownership PlanStock Held by Rabbi TrustDeferred Compensation ObligationsTotal Stockholders' Equity
Balance at December 31, 2017$$$537,480 $(65,410)$$$$$472,070 
Net income— — 22,736 — — — — — 22,736 
Other comprehensive loss— — — (6,487)— — — — (6,487)
Issuance of common stock to Columbia Bank, MHC (62,580,155 shares)626 — — — — — — — 626 
Issuance of common stock in initial public offering (49,832,345 shares)498 491,304 — — — — — — 491,802 
Issuance of shares to Columbia Bank Foundation (3,476,675 shares)35 34,732 — — — — — — 34,767 
Purchase of Employee Stock Ownership Plan shares— — — — (45,428)— — (45,428)
Employee Stock Ownership Plan shares committed to be released— 1,001 — — — 1,593 — — 2,594 
Funding of deferred compensation obligations— — — — — — (1,259)639 (620)
Balance at December 31, 2018$1,159 $527,037 $560,216 $(71,897)$$(43,835)$(1,259)$639 $972,060 
See notes to consolidated financial statements.










87


COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity (continued)
(In thousands)
Common StockAdditional Paid-in-CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury StockCommon Stock Held by the Employee Stock Ownership PlanStock Held by Rabbi TrustDeferred Compensation ObligationsTotal Stockholders' Equity
Balance at December 31, 2018$1,159 $527,037 $560,216 $(71,897)$$(43,835)$(1,259)$639 $972,060 
Effect of the adoption of Accounting Standards Update ("ASU") 2016-01— — 548 (548)— — — — 
Balance at January 1, 20191,159 527,037 560,764 (72,445)(43,835)(1,259)639 972,060 
Net income— — 54,717 — — — — — 54,717 
Other comprehensive income— — — 3,710 — — — — 3,710 
Issuance of common stock allocated to restricted stock award grants (1,464,243 shares)14 — — — — — — — 14 
Treasury stock allocated to restricted stock award grants— (1,095)— — 1,095 — — — 
Stock based compensation— 3,694 — — — — — — 3,694 
Purchase of treasury stock (3,543,800 shares)— — — — (55,309)— — — (55,309)
Restricted stock forfeitures (44,231 shares)— 736 — — (736)— — — 
Employee Stock Ownership Plan shares committed to be released— 1,295 — — — 2,271 — — 3,566 
Funding of deferred compensation obligations— — — — — — (261)326 65 
Balance at December 31, 2019$1,173 $531,667 $615,481 $(68,735)$(54,950)$(41,564)$(1,520)$965 $982,517 
See notes to consolidated financial statements.











88


COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity (continued)
(In thousands)

Common StockAdditional Paid-in-CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury StockCommon Stock Held by the Employee Stock Ownership PlanStock Held by Rabbi TrustDeferred Compensation ObligationsTotal Stockholders' Equity
Balance at December 31, 2019$1,173 $531,667 $615,481 $(68,735)$(54,950)$(41,564)$(1,520)$965 $982,517 
Net income— — 57,603 — — — — — 57,603 
Other comprehensive income (loss)— — — (890)— — — — (890)
Issuance of common stock to Columbia Bank MHC (4,759,048 shares)47 68,483 — — — — — — 68,530 
Treasury stock allocated to restricted stock award grants— (481)— — 481 — — — 
Stock based compensation— 8,790 — — — — — — 8,790 
Purchase of treasury stock 7,587,142 shares)— — — — (108,166)— — — (108,166)
Restricted stock forfeitures (17,247 shares)— 175 — — (199)— — — (24)
Repurchase shares on restricted stock vesting to pay taxes (13,453 shares)— — — (181)— — — (174)
Employee Stock Ownership Plan shares committed to be released— 890 — — — 2,271 — — 3,161 
Funding of deferred compensation obligations— — — — — — (355)295 (60)
Balance at December 31, 2020$1,220 $609,531 $673,084 $(69,625)$(163,015)$(39,293)$(1,875)$1,260 $1,011,287 
See notes to consolidated financial statements.
89


COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
Years Ended December 31,
202020192018
Cash flows from operating activities:
Net income$57,603 $54,717 $22,736 
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred loan fees, costs, and purchased premiums and discounts(1,464)1,205 1,965 
Net amortization of premiums and discounts on securities2,508 1,160 1,212 
Net amortization of mortgage servicing rights130 (109)(88)
Amortization of debt issuance costs890 
Amortization of intangible assets1,048 222 
Depreciation and amortization of office properties and equipment6,543 4,880 3,839 
Amortization of operating lease right-of-use assets2,641 
Provision for loan losses18,447 4,224 6,677 
Gain on securities transactions(370)(2,612)(116)
Change in fair value of equity securities(767)(305)
Gain on securitizations(3,544)
Gain on sale of loans(1,900)(785)(618)
Loss on real estate owned56 
Loss on write-down of real estate owned55 
Loss (gain) on disposal of office properties and equipment734 (5)
Loss on write-down of office properties and equipment114 
Loss on write-down of mortgage servicing rights75 
Deferred tax expense (benefit)9,738 7,527 (5,490)
(Increase) in accrued interest receivable(6,685)(959)(2,979)
(Increase) in other assets(75,127)(51,856)(11,053)
Increase in accrued expenses and other liabilities32,891 3,032 7,980 
Income on bank-owned life insur