UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________

FORM 10-Q

(Mark One)

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

For the quarterly period ended

~~September~~June 30, ~~2020~~2021

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

For the transition period from

Commission file number 001-32964

THE FIRST OF LONG ISLAND CORPORATION

(Exact name of registrant as specified in its charter)


New York	11-2672906
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10 Glen Head Road, Glen Head, NY	11545
(Address of principal executive offices)	(Zip Code)

(516) 671-4900

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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



Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, $0.10 par value per share	FLIC	Nasdaq

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ¨

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


Large Accelerated Filer ¨	Accelerated Filer x
Non-Accelerated Filer ¨	Emerging Growth Company ¨
Smaller Reporting 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of ~~October~~July 31, ~~2020,~~2021, the registrant had ~~23,887,063~~23,705,750 shares of common stock, $0.10 par value per share, outstanding.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	1
	Consolidated Statements of Income	2
	Consolidated Statements of Comprehensive Income	3
	Consolidated Statements of Changes in Stockholders’ Equity	4
	Consolidated Statements of Cash Flows	6
	Notes to Unaudited Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	28
ITEM 4.	Controls and Procedures	3029
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	30
ITEM 1A.	Risk Factors	30
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
ITEM 3.	Defaults Upon Senior Securities	30
ITEM 4.	Mine Safety Disclosures	30
ITEM 5.	Other Information	30
ITEM 6.	Exhibits	30
	Signatures	32

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)



	September 30,		December 31,		June 30,		December 31,
(dollars in thousands)	2020		2019		2021		2020
Assets:
Cash and cash equivalents	$	163,852	$	38,968	$	191,002	$	211,182
Investment securities available-for-sale, at fair value		646,106		697,544		806,198		662,722

Loans:
Commercial and industrial		102,405		103,879		84,813		100,015
SBA Paycheck Protection Program		166,405		—		94,309		139,487
Secured by real estate:
Commercial mortgages		1,331,890		1,401,289		1,479,244		1,421,071
Residential mortgages		1,379,181		1,621,419		1,244,439		1,316,727
Home equity lines		55,070		59,231		49,693		54,005
Consumer and other		1,167		2,431		907		2,149
		3,036,118		3,188,249		2,953,405		3,033,454
Allowance for credit losses		(32,792)		(29,289)		(30,968)		(33,037)
		3,003,326		3,158,960		2,922,437		3,000,417

Restricted stock, at cost		22,029		30,899		19,901		20,814
Bank premises and equipment, net		38,691		40,017		37,646		38,830
Right-of-use asset - operating leases		12,387		14,343		11,176		12,212
Bank-owned life insurance		84,850		83,119		86,602		85,432
Pension plan assets, net		18,472		18,275		20,273		20,109
Deferred income tax benefit		3,395		317		434		1,375
Other assets		18,200		15,401		15,112		16,048
	$	4,011,308	$	4,097,843	$	4,110,781	$	4,069,141
Liabilities:
Deposits:
Checking	$	1,165,065	$	911,978	$	1,318,941	$	1,208,073
Savings, NOW and money market		1,638,980		1,720,599		1,833,590		1,679,161
Time, $100,000 and over		196,989		242,359
Time, other		247,812		269,080
Time						231,042		434,354
		3,248,846		3,144,016		3,383,573		3,321,588

Short-term borrowings		57,708		190,710		55,000		60,095
Long-term debt		273,002		337,472		226,002		246,002
Operating lease liability		13,230		15,220		11,998		13,046
Accrued expenses and other liabilities		20,788		21,317		17,564		21,292
		3,613,574		3,708,735		3,694,137		3,662,023
Stockholders' Equity:
Common stock, par value $0.10 per share:
Authorized, 80,000,000 shares;
Issued and outstanding, 23,864,840 and 23,934,632 shares		2,386		2,393
Issued and outstanding, 23,695,017 and 23,790,589 shares						2,370		2,379
Surplus		106,595		111,744		102,636		105,547
Retained earnings		289,612		274,376		309,256		295,622
		398,593		388,513		414,262		403,548
Accumulated other comprehensive income (loss), net of tax		(859)		595
Accumulated other comprehensive income, net of tax						2,382		3,570
		397,734		389,108		416,644		407,118
	$	4,011,308	$	4,097,843	$	4,110,781	$	4,069,141

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



	Nine Months Ended				Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,				June 30,
(in thousands, except per share data)	2020		2019		2020		2019		2021		2020		2021		2020
Interest and dividend income:
Loans	$	83,349	$	88,382	$	26,461	$	29,353	$	53,456	$	56,888	$	26,750	$	27,957
Investment securities:
Taxable		9,972		11,726		3,223		3,758		4,078		6,749		2,245		3,323
Nontaxable		7,520		8,819		2,454		2,773		4,462		5,066		2,214		2,501
		100,841		108,927		32,138		35,884		61,996		68,703		31,209		33,781
Interest expense:
Savings, NOW and money market deposits		7,946		13,856		1,307		5,015		2,260		6,639		1,194		2,359
Time deposits		8,487		11,361		2,559		4,030		3,897		5,928		1,593		2,886
Short-term borrowings		1,219		2,569		334		62		700		885		350		266
Long-term debt		6,177		5,558		2,020		1,883		2,311		4,157		1,146		2,162
		23,829		33,344		6,220		10,990		9,168		17,609		4,283		7,673
Net interest income		77,012		75,583		25,918		24,894		52,828		51,094		26,926		26,108
Provision for credit losses		2,450		279		—		314
Net interest income after provision for credit losses		74,562		75,304		25,918		24,580
Provision (credit) for credit losses										(1,609)		2,450		(623)		92
Net interest income after provision (credit) for credit losses										54,437		48,644		27,549		26,016

Noninterest income:
Investment Management Division income		1,620		1,502		553		504
Investment services income										791		1,067		317		519
Service charges on deposit accounts		2,267		2,321		661		836		1,418		1,606		735		619
Net gains on sales of securities		2,556		—		2,556		—		606		—		—		—
Other		4,502		4,058		1,586		1,380		3,544		2,916		1,775		1,433
		10,945		7,881		5,356		2,720		6,359		5,589		2,827		2,571
Noninterest expense:
Salaries and employee benefits		28,278		26,536		9,365		8,555		19,915		18,913		9,845		9,639
Occupancy and equipment		9,324		8,712		3,191		2,872		6,344		6,133		3,067		3,061
Debt extinguishment		2,559		—		2,559		—
Other		8,496		8,993		3,024		2,903		6,019		5,472		2,917		2,960
		48,657		44,241		18,139		14,330		32,278		30,518		15,829		15,660
Income before income taxes		36,850		38,944		13,135		12,970		28,518		23,715		14,547		12,927

Income tax expense		6,176		6,576		2,368		2,187		5,863		3,808		3,159		2,168
Net income	$	30,674	$	32,368	$	10,767	$	10,783	$	22,655	$	19,907	$	11,388	$	10,759

Weighted average:
Common shares		23,867,726		24,855,562		23,860,764		24,470,249		23,758,398		23,871,245		23,735,723		23,838,224
Dilutive stock options and restricted stock units		38,678		177,072		37,773		192,860		89,776		39,135		96,060		23,638
		23,906,404		25,032,634		23,898,537		24,663,109		23,848,174		23,910,380		23,831,783		23,861,862
Earnings per share:
Basic		$1.29		$1.30		$0.45		$0.44		$0.95		$0.83		$0.48		$0.45
Diluted		1.28		1.29		0.45		0.44		0.95		0.83		0.48		0.45

Cash dividends declared per share		0.55		0.52		0.19		0.18		0.38		0.36		0.19		0.18

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)



	Nine Months Ended				Three Months Ended
	September 30,				September 30,				Six Months Ended June 30,				Three Months Ended June 30,
(in thousands)	2020		2019		2020		2019		2021		2020		2021		2020
Net income	$	30,674	$	32,368	$	10,767	$	10,783	$	22,655	$	19,907	$	11,388	$	10,759
Other comprehensive income (loss):
Change in net unrealized holding gains on ‎ available-for-sale securities		77		16,479		485		848		(4,120)		(408)		3,747		8,442
Change in funded status of pension plan		—		264		—		88
Change in net unrealized loss on derivative instruments		(2,152)		(4,334)		1,250		(276)		2,500		(3,402)		886		362
Other comprehensive income (loss) before income taxes		(2,075)		12,409		1,735		660		(1,620)		(3,810)		4,633		8,804
Income tax expense (benefit)		(621)		3,764		521		197
Income tax benefit										(432)		(1,142)		1,426		2,636
Other comprehensive income (loss)		(1,454)		8,645		1,214		463		(1,188)		(2,668)		3,207		6,168
Comprehensive income	$	29,220	$	41,013	$	11,981	$	11,246	$	21,467	$	17,239	$	14,595	$	16,927

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)



	Nine Months Ended September 30, 2020											Six Months Ended June 30, 2021
								Accumulated											Accumulated
								Other											Other
	Common Stock					Retained		Comprehensive				Common Stock					Retained		Comprehensive
(dollars in thousands)	Shares	Amount		Surplus		Earnings		Income (Loss)		Total		Shares	Amount		Surplus		Earnings		Income (Loss)		Total
Balance, January 1, 2020	23,934,632	$	2,393	$	111,744	$	274,376	$	595	$	389,108
Effect of adopting ASU 2016-13							(2,325)				(2,325)
Balance at January 1, 2020 as adjusted
for change in accounting principle	23,934,632		2,393		111,744		272,051		595		386,783
Balance, January 1, 2021												23,790,589	$	2,379	$	105,547	$	295,622	$	3,570	$	407,118
Net income							9,148				9,148							11,267				11,267
Other comprehensive loss									(8,836)		(8,836)									(4,395)		(4,395)
Repurchase of common stock	(261,700)		(26)		(5,911)						(5,937)	(107,887)		(11)		(1,989)						(2,000)
Shares withheld upon the vesting
and conversion of RSUs	(66,142)		(6)		(1,521)						(1,527)	(16,918)		(2)		(318)						(320)
Common stock issued under
stock compensation plans	178,373		18		205						223	94,627		10		152						162
Common stock issued under
dividend reinvestment and
stock purchase plan	21,738		2		388						390	22,341		2		416						418
Stock-based compensation					251						251					390						390
Cash dividends declared							(4,286)				(4,286)							(4,518)				(4,518)
Balance at March 31, 2020	23,806,901		2,381		105,156		276,913		(8,241)		376,209
Balance, March 31, 2021												23,782,752		2,378		104,198		302,371		(825)		408,122
Net income							10,759				10,759							11,388				11,388
Other comprehensive income									6,168		6,168									3,207		3,207
Repurchase of common stock												(92,533)		(9)		(2,091)						(2,100)
Shares withheld upon the vesting
and conversion of RSUs												(1,431)				(31)						(31)
Common stock issued under
stock compensation plans	41,725		4		32						36	6,229		1		35						36
Stock-based compensation					859						859					525						525
Cash dividends declared							(4,293)				(4,293)							(4,503)				(4,503)
Balance at June 30, 2020	23,848,626		2,385		106,047		283,379		(2,073)		389,738
Net income							10,767				10,767
Other comprehensive income									1,214		1,214
Common stock issued under
stock compensation plans	2,082				31						31
Common stock issued under
dividend reinvestment and
stock purchase plan	14,132		1		202						203
Stock-based compensation					315						315
Cash dividends declared							(4,534)				(4,534)
Balance, September 30, 2020	23,864,840	$	2,386	$	106,595	$	289,612	$	(859)	$	397,734
Balance, June 30, 2021												23,695,017	$	2,370	$	102,636	$	309,256	$	2,382	$	416,644

‎

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)~~

~~(CONTINUED)~~



	Nine Months Ended September 30, 2019											Six Months Ended June 30, 2020
								Accumulated											Accumulated
								Other											Other
	Common Stock					Retained		Comprehensive				Common Stock					Retained		Comprehensive
(dollars in thousands)	Shares	Amount		Surplus		Earnings		Loss		Total		Shares	Amount		Surplus		Earnings		Income (Loss)		Total
Balance, January 1, 2019	25,422,740	$	2,542	$	145,163	$	249,922	$	(9,440)	$	388,187
Balance, January 1, 2020												23,934,632	$	2,393	$	111,744	$	274,376	$	595	$	389,108
Effect of adopting ASU 2016-13																		(2,325)				(2,325)
Balance at January 1, 2020 as adjusted
for change in accounting principle												23,934,632		2,393		111,744		272,051		595		386,783
Net income							10,841				10,841							9,148				9,148
Other comprehensive income									4,862		4,862
Other comprehensive loss																				(8,836)		(8,836)
Repurchase of common stock	(674,800)		(67)		(15,264)						(15,331)	(261,700)		(26)		(5,911)						(5,937)
Shares withheld upon the vesting
and conversion of RSUs	(39,947)		(4)		(826)						(830)	(66,142)		(6)		(1,521)						(1,527)
Common stock issued under
stock compensation plans	122,456		12		223						235	178,373		18		205						223
Common stock issued under
dividend reinvestment and
stock purchase plan	69,898		7		1,427						1,434	21,738		2		388						390
Stock-based compensation					1,295						1,295					251						251
Cash dividends declared							(4,251)				(4,251)							(4,286)				(4,286)
Balance, March 31, 2019	24,900,347	$	2,490	$	132,018	$	256,512	$	(4,578)	$	386,442
Balance at March 31, 2020												23,806,901		2,381		105,156		276,913		(8,241)		376,209
Net income							10,744				10,744							10,759				10,759
Other comprehensive income									3,320		3,320									6,168		6,168
Repurchase of common stock	(240,300)		(24)		(5,259)						(5,283)
Common stock issued under
stock compensation plans	1,362		—		30						30	41,725		4		32						36
Stock-based compensation					373						373					859						859
Cash dividends declared							(4,189)				(4,189)							(4,293)				(4,293)
Balance, June 30, 2019	24,661,409	$	2,466	$	127,162	$	263,067	$	(1,258)	$	391,437
Net income							10,783				10,783
Other comprehensive income									463		463
Repurchase of common stock	(494,800)		(50)		(10,825)						(10,875)
Common stock issued under
stock compensation plans	6,679		1		86						87
Common stock issued under
dividend reinvestment and
stock purchase plan	9,191		1		189						190
Stock-based compensation					396						396
Cash dividends declared							(4,352)				(4,352)
Balance, September 30, 2019	24,182,479	$	2,418	$	117,008	$	269,498	$	(795)	$	388,129
Balance, June 30, 2020												23,848,626	$	2,385	$	106,047	$	283,379	$	(2,073)	$	389,738

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Nine Months Ended September 30,				Six Months Ended June 30,
(in thousands)	2020		2019		2021		2020
Cash Flows From Operating Activities:
Net income	$	30,674	$	32,368	$	22,655	$	19,907
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		2,450		279
Credit provision for deferred income taxes		(1,458)		(470)
Provision (credit) for credit losses						(1,609)		2,450
Provision (credit) for deferred income taxes						1,373		(1,407)
Depreciation and amortization of premises and equipment		3,141		3,006		2,062		2,081
Amortization of right-of-use asset - operating leases		1,635		1,597		1,036		1,091
Premium amortization on investment securities, net		1,182		949		1,178		690
Net gains on sales of securities		(2,556)		—		(606)		—
Stock-based compensation expense		1,425		2,064		915		1,110
Accretion of cash surrender value on bank-owned life insurance		(1,731)		(1,633)		(1,170)		(1,132)
Pension expense (credit)		(197)		303
Pension credit						(164)		(131)
Decrease in other liabilities		(5,005)		(2,124)		(2,260)		(5,098)
Other decreases (increases) in assets		(2,713)		530		1,032		(3,488)
Net cash provided by operating activities		26,847		36,869		24,442		16,073
Cash Flows From Investing Activities:
Available-for-sale securities:
Proceeds from sales		64,453		—		54,192		—
Proceeds from maturities and redemptions		109,354		90,014		65,648		54,761
Purchases		(120,918)		(44,981)		(268,008)		(106,347)
Held-to-maturity securities:
Proceeds from maturities and redemptions		—		3,107
Purchases		—		(1,569)
Net decrease in loans		150,296		65,004		79,589		35,212
Net decrease in restricted stock		8,870		10,552		913		1,356
Purchases of premises and equipment, net		(1,815)		(2,144)		(909)		(1,527)
Net cash provided by investing activities		210,240		119,983
Net cash used in investing activities						(68,575)		(16,545)
Cash Flows From Financing Activities:
Net increase in deposits		104,830		141,851		61,985		178,906
Net decrease in short-term borrowings		(133,002)		(237,298)		(5,095)		(130,691)
Proceeds from long-term debt		120,000		48,945		—		120,000
Repayment of long-term debt		(184,470)		(50,500)		(20,000)		(17,500)
Issuance of common stock, net of shares withheld		(738)		1,059
Proceeds from issuance of common stock, net of shares withheld						200		(940)
Repurchase of common stock		(5,937)		(31,489)		(4,100)		(5,937)
Cash dividends paid		(12,886)		(12,890)		(9,037)		(8,594)
Net cash used in financing activities		(112,203)		(140,322)
Net increase in cash and cash equivalents		124,884		16,530
Net cash provided by financing activities						23,953		135,244
Net increase (decrease) in cash and cash equivalents						(20,180)		134,772
Cash and cash equivalents, beginning of year		38,968		47,358		211,182		38,968
Cash and cash equivalents, end of period	$	163,852	$	63,888	$	191,002	$	173,740
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest	$	24,109	$	33,161	$	9,654	$	17,644
Income taxes		7,432		6,557		4,759		4,427
Operating cash flows from operating leases		2,019		1,891		1,233		1,311
Noncash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities		423		16,483		—		423
Cash dividends payable		4,534		4,358		4,502		4,293

See notes to unaudited consolidated financial statements

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 - BASIS OF PRESENTATION

The accounting and reporting policies of The First of Long Island Corporation (“Corporation”) reflect banking industry practice and conform to generally accepted accounting principles (“GAAP”) in the United States.

The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiary, The First National Bank of Long Island (“Bank”). The Bank has 2 wholly owned subsidiaries: FNY Service Corp. and The First of Long Island Agency, Inc. The Bank and FNY Service Corp. jointly own another subsidiary, The First of Long Island REIT, Inc., a real estate investment trust. The consolidated entity is referred to as the “Corporation” and the Bank and its subsidiaries are collectively referred to as the “Bank.” All intercompany balances and amounts have been eliminated. For further information refer to the consolidated financial statements and notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

The consolidated financial information included herein as of and for the periods ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 is unaudited. However, such information reflects all adjustments which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The December 31, ~~2019~~2020 consolidated balance sheet was derived from the Corporation's December 31, ~~2019~~2020 audited consolidated financial statements. When appropriate, items in the prior year financial statements are reclassified to conform to the current period presentation.

Use of Estimates. In preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported asset and liability balances, revenue and expense amounts, and the disclosures provided, including disclosure of contingent assets and liabilities, based on available information. Actual results could differ significantly from those estimates. Information available which could affect these judgements include, but are not limited to, changes in interest rates, changes in the performance of the economy including the economic impact of the COVID-19 pandemic (“pandemic”) on both the allowance and provision for credit losses, and changes in the financial condition of borrowers.

~~Adoption of New Accounting Standards.~~In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13 “Measurement of Credit Losses on Financial Instruments (Topic 326)” (“CECL”). This standard changes the methodology used to determine the allowance for loan losses from an incurred loss model to a current expected credit loss model. The CECL model requires the Bank to maintain at each periodic reporting date an allowance for credit losses (“ACL” or “allowance”) in an amount that is equal to its estimate of expected lifetime credit losses on all financial assets measured at amortized cost, including loan receivables, held-to-maturity debt securities and certain off-balance sheet credit exposures. Management adopted ASU 2016-13, as amended, on January 1, 2020 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit commitments. Results for reporting periods beginning on or after January 1, 2020 are presented under Accounting Standards Codification (“ASC”) 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP.

On January 1, 2020, the Corporation recorded a net decrease to retained earnings of $2,325,000, net of tax effect of $993,000, for the implementation of ASC 326, with offsetting increases of $2,888,000 and $430,000 to the ACL on loans and off-balance sheet credit exposures, respectively. The following table illustrates the impact of ASC 326.

January 1, 2020
Impact of
As Reported
Pre-ASC 326
ASC 326
(in thousands)
Under ASC 326
Adoption
Adoption
Assets:
Allowance for credit losses on loans:
Commercial and industrial
$
1,249
$
1,493
$
(244)
Commercial mortgages:
Multifamily
8,210
7,151
1,059
Other
3,451
3,498
(47)
Owner-occupied
1,699
921
778
Residential mortgages:
Closed end
17,054
15,698
1,356
Revolving home equity
509
515
(6)
Consumer and other
5
13
(8)
$
32,177
$
29,289
$
2,888
Liabilities:
Allowance for credit losses on off-balance sheet credit exposures
$
605
$
175
$
430

The Corporation made an accounting policy election to present the accrued interest receivable balance of loans separate from the amortized cost basis and includes the receivable balance within “Other assets” on the consolidated balance sheets. Management applied the practical expedient to exclude accrued interest receivable balances from the tabular disclosures and has elected to not estimate an allowance for credit losses on accrued interest receivable. The Bank continues to reverse accrued interest receivable against current period interest income when a loan becomes nonaccrual.

For available-for-sale investment securities which are in an unrealized loss position, we evaluate whether the decline in fair value has resulted from an actual or estimated credit loss event. We consider, among other factors, the extent to which fair value is less than amortized cost, changes to the rating of the security, and adverse conditions specifically related to the security. If this assessment indicates that a credit loss is likely, we assess whether we intend to sell, or it is more likely than not that we will be required to sell, the security before recovery of the amortized cost basis and determine the present value of cash flows expected to be collected from the security as compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, an ACL is recorded for the estimated credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income (loss) (“OCI”).

We estimate credit losses on off-balance sheet credit exposures by considering the likelihood of an outstanding commitment converting into an outstanding loan and applying historical loss factors used on similar portfolio segments, unless the obligation is unconditionally cancellable by us. The ACL on off-balance sheet credit exposures is recorded in the line item “other liabilities” in the consolidated balance sheet and is adjusted as a provision for credit loss expense which is included in the line item “other noninterest expense” in the consolidated statements of income.

~~See Note 4 “Loans” for the accounting policy of ACL on loans and additional disclosures required by ASU 2016-13.~~

In August 2018, the FASB issued ASU 2018-13 “Changes to the Disclosure Requirements for Fair Value Measurement” to modify certain disclosure requirements pertaining to fair value measurements as part of the FASB’s disclosure framework project. Management adopted ASU 2018-13 on January 1, 2020. See Note 6 “Fair Value of Financial Instruments” for disclosures required by ASU 2018-13.

~~Recent Accounting Pronouncements~~. The pronouncements discussed in this section are not intended to be an all-inclusive list, but rather only those pronouncements that could potentially have an impact on the Corporation’s financial position, results of operations or disclosures.

In August 2018, the FASB issued ASU 2018-14 “Changes to the Disclosure Requirements for Defined Benefit Plans.” ASU 2018-14 modifies certain disclosure requirements pertaining to defined benefit plans as part of the FASB’s disclosure framework project and is intended to improve the effectiveness of disclosures in the notes to financial statements. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The adoption of this ASU will modify the Corporation’s disclosures but will not impact its financial position or results of operations.

2 - COMPREHENSIVE INCOME

Comprehensive income includes net income and ~~OCI.~~other comprehensive income (loss) (“OCI”). OCI includes revenues, expenses, gains and losses that under GAAP are included in comprehensive income but excluded from net income. OCI for the Corporation consists of unrealized holding gains or losses on available-for-sale securities and derivative instruments and changes in the funded status of the Bank’s defined benefit pension plan, all net of related income taxes. Accumulated OCI is recognized as a separate component of stockholders’ equity.

The components of OCI and the related tax effects are as follows:



	Nine Months Ended				Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,				June 30,
(in thousands)	2020		2019		2020		2019		2021		2020		2021		2020
Change in net unrealized holding gains on available-for-sale securities:
Change in net unrealized holding gains (losses)
on available-for-sale securities:
Change arising during the period	$	2,633	$	16,479	$	3,041	$	848	$	(3,514)	$	(408)	$	3,747	$	8,442
Reclassification adjustment for gains included in net income (1)		(2,556)		—		(2,556)		—		(606)		—		—		—
		77		16,479		485		848		(4,120)		(408)		3,747		8,442
Tax effect		25		4,941		146		254		(1,158)		(121)		1,153		2,528
		52		11,538		339		594		(2,962)		(287)		2,594		5,914
Change in funded status of pension plan:
Amortization of net actuarial loss included in net income (2)		—		264		—		88
Tax effect		—		118		—		26
		—		146		—		62
Change in unrealized loss on derivative instrument:
Amount of loss recognized during the period		(4,788)		(4,757)		(20)		(516)
Amount of gain (loss) during the period										267		(4,768)		(33)		(494)
Reclassification adjustment for net interest expense
included in net income (3)		2,636		423		1,270		240
included in net income (2)										2,233		1,366		919		856
		(2,152)		(4,334)		1,250		(276)		2,500		(3,402)		886		362
Tax effect		(646)		(1,295)		375		(83)		726		(1,021)		273		108
		(1,506)		(3,039)		875		(193)		1,774		(2,381)		613		254
Other comprehensive income (loss)	$	(1,454)	$	8,645	$	1,214	$	463	$	(1,188)	$	(2,668)	$	3,207	$	6,168

(1) Represents net realized gains arising from the sale of available-for-sale securities. These net gains are included in the consolidated statements of income in the line item “Net gains on sales of securities.” See “Note B – Investment Securities” for the income tax expense related to these net realized gains, which is included in the consolidated statements of income in the line item “Income tax expense.”

(2) Represents the amortization of net actuarial loss relating to the Corporation’s defined benefit pension plan. This item is a component of net periodic pension cost and included in the consolidated statements of income in the line item “Other noninterest income.”

~~(3)~~ Represents the net interest expense recorded on derivative transactions and included in the consolidated statements of income under “Interest expense.”

The following table sets forth the components of accumulated OCI, net of tax:



			Current						Current
	Balance		Period		Balance		Balance		Period		Balance
(in thousands)	12/31/19		Change		9/30/20		12/31/20		Change		6/30/21
Unrealized holding gains on available-for-sale securities	$	6,945	$	52	$	6,997	$	9,425	$	(2,962)	$	6,463
Unrealized actuarial loss on pension plan		(3,254)		—		(3,254)		(2,153)		—		(2,153)
Unrealized loss on derivative instruments		(3,096)		(1,506)		(4,602)		(3,702)		1,774		(1,928)
Accumulated other comprehensive income (loss), net of tax	$	595	$	(1,454)	$	(859)
Accumulated other comprehensive income, net of tax							$	3,570	$	(1,188)	$	2,382

‎

3 - INVESTMENT SECURITIES

The following tables set forth the amortized cost and estimated fair values of the Bank’s ~~available-for-sale~~ investment securities, ~~and the corresponding amounts~~all of ~~unrealized gains and losses recognized on an after-tax basis in accumulated OCI.~~which were available-for-sale. There was 0 allowance for credit losses associated with the ~~available-for-sale~~investment securities portfolio at ~~September~~June 30, 2021 or December 31, 2020.



	September 30, 2020								June 30, 2021
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
(in thousands)	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
State and municipals	$	356,422	$	14,917	$	(111)	$	371,228	$	331,392	$	13,359	$	(117)	$	344,634
Pass-through mortgage securities		92,186		2,474		—		94,660		225,734		1,136		(2,874)		223,996
Collateralized mortgage obligations		68,508		880		—		69,388		120,736		171		(1,688)		119,219
Corporate bonds		119,000		—		(8,170)		110,830		119,000		45		(696)		118,349
	$	636,116	$	18,271	$	(8,281)	$	646,106	$	796,862	$	14,711	$	(5,375)	$	806,198

	December 31, 2019								December 31, 2020
State and municipals	$	372,113	$	10,269	$	(239)	$	382,143	$	348,260	$	15,951	$	—	$	364,211
Pass-through mortgage securities		60,307		1,104		(39)		61,372		128,843		2,881		(4)		131,720
Collateralized mortgage obligations		136,211		2,247		(259)		138,199		53,163		599		(51)		53,711
Corporate bonds		119,000		—		(3,170)		115,830		119,000		—		(5,920)		113,080
	$	687,631	$	13,620	$	(3,707)	$	697,544	$	649,266	$	19,431	$	(5,975)	$	662,722

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, investment securities with a carrying value of ~~$345,250,000~~$416.4 million and ~~$382,963,000,~~$380.7 million, respectively, were pledged as collateral to secure public deposits, borrowed funds and derivative liabilities.

There were 0 holdings of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

Securities With Unrealized Losses. The following tables set forth securities with unrealized losses presented by the length of time the securities have been in a continuous unrealized loss position.



	September 30, 2020												June 30, 2021
	Less than				12 Months								Less than				12 Months
	12 Months				or More				Total				12 Months				or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Loss		Value		Loss		Value		Loss		Value		Loss		Value		Loss		Value		Loss
State and municipals	$	6,096	$	(111)	$	—	$	—	$	6,096	$	(111)	$	13,826	$	(117)	$	—	$	—	$	13,826	$	(117)
Pass-through mortgage securities		—		—		—		—		—		—		166,209		(2,874)		—		—		166,209		(2,874)
Collateralized mortgage obligations		—		—		—		—		—		—		109,981		(1,688)		—		—		109,981		(1,688)
Corporate bonds		—		—		110,830		(8,170)		110,830		(8,170)		—		—		50,304		(696)		50,304		(696)
Total temporarily impaired	$	6,096	$	(111)	$	110,830	$	(8,170)	$	116,926	$	(8,281)	$	290,016	$	(4,679)	$	50,304	$	(696)	$	340,320	$	(5,375)

	December 31, 2019												December 31, 2020
State and municipals	$	6,662	$	(83)	$	5,084	$	(156)	$	11,746	$	(239)
Pass-through mortgage securities		5,287		(14)		4,084		(25)		9,371		(39)	$	1,871	$	(4)	$	—	$	—	$	1,871	$	(4)
Collateralized mortgage obligations		30,886		(259)		—		—		30,886		(259)		24,970		(51)		—		—		24,970		(51)
Corporate bonds		51,020		(980)		64,810		(2,190)		115,830		(3,170)		—		—		113,080		(5,920)		113,080		(5,920)
Total temporarily impaired	$	93,855	$	(1,336)	$	73,978	$	(2,371)	$	167,833	$	(3,707)	$	26,841	$	(55)	$	113,080	$	(5,920)	$	139,921	$	(5,975)

State and Municipals

At ~~September~~June 30, ~~2020,~~2021, approximately ~~$6.1~~$13.8 million of state and municipal bonds had an unrealized loss of ~~$111,000.~~$117,000. Each of the state and municipal bonds are considered high investment grade and rated Aa2/AA- or higher. The decline in value is attributable to changes in interest rates and illiquidity and not credit quality. The issuers continue to make timely principal and interest payments on the bonds. The Bank does not ~~have the intent~~intend to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery. The fair value is expected to recover as the bonds approach maturity.

10Pass-through Mortgage Securities

At June 30, 2021, approximately $166.2 million of pass-through mortgage security had an unrealized loss of $2.9 million. These securities were issued by U.S. government-sponsored agencies and are considered high investment grade. The decline in fair value is attributable to changes in interest rates and not credit quality. The issuers continue to make timely principal and interest payments on the bonds. The Bank does not intend to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery. The fair value is expected to recover as the bonds approach maturity.

Collateralized Mortgage Obligations

At June 30, 2021, approximately $110.0 million of collateralized mortgage obligations had an unrealized loss of $1.7 million. These securities were issued by U.S. government and government-sponsored agencies and are considered high investment grade. The decline in fair value is attributable to changes in interest rates and not credit quality. The issuers continue to make timely principal and interest payments on the bonds. The Bank does not intend to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery. The fair value is expected to recover as the bonds approach maturity.

Corporate Bonds

At ~~September~~June 30, ~~2020,~~2021, approximately ~~$110.8~~$50.3 million of the corporate bonds had an unrealized loss of ~~$8.2 million.~~$696,000. The Bank’s corporate ~~bonds represent~~bond portfolio represents senior unsecured debt obligations of 6 of the largest U.S. based financial institutions, including JPMorgan Chase, Bank of America, Citigroup, Goldman Sachs, Morgan Stanley and Wells ~~Fargo. Each of the corporate bonds has a stated maturity of ten years~~Fargo and ~~matures~~mature in 2028. ~~The bonds provide a fixed interest~~Approximately $86.7 million are floating rate ~~for a period of two years or three years~~securities and had an original weighted average fixed rate yield of 5.14%, and then reset quarterly based on the ten year constant maturity swap rate. During the fourth quarters of 2020 and 2021, corporate bonds with current fair values totaling $80.6 million and $30.2 million, respectively, will begin to reprice on a quarterly ~~basis.~~basis off the ten year swap rate. The remaining $31.7 million have a fixed rate with an average current yield of 5.10% and will convert to a floating rate in the fourth quarter of 2021. These bonds will also reprice on a quarterly basis off the ten-year swap rate.

Each of the financial institutions is considered upper medium investment grade and rated A3 or higher. The ~~decline~~improvement in ~~fair value~~the unrealized loss during the quarter is attributable to a tightening in credit spreads and an increase in ~~credit spreads, a decline in~~long-term interest ~~rates and the illiquid nature of the securities.~~rates. The Bank does not ~~have the intent~~intend to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery. Each of these financial institutions has diversified revenue streams, is well capitalized and ~~continue~~continues to make timely interest payments. Management evaluates the quarterly financial statements of each company to determine if full payment of principal and interest is in doubt and does not believe there is any impairment at ~~September~~June 30, ~~2020.~~2021.

Sales of Available-for-Sale Securities. Sales of available-for-sale securities were as follows:



	Nine Months Ended				Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,				June 30,
(in thousands)	2020		2019		2020		2019		2021		2020		2021		2020
Proceeds	$	64,453	$	—	$	64,453	$	—	$	54,192	$	—	$	—	$	—

Gains	$	2,556	$	—	$	2,556	$	—	$	622	$	—	$	—	$	—
Losses		—		—		—		—		(16)		—		—		—
Net gains	$	2,556	$	—	$	2,556	$	—
Net gain									$	606	$	—	$	—	$	—

Income tax expense related to the net realized gains for the ~~nine and three~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$766,000.~~$187,000.

~~Sales of Held-to-Maturity Securities.~~

~~There were 0 sales of held-to-maturity securities during the nine months ended September 30, 2019.~~

Maturities. The following table sets forth by maturity the amortized cost and fair value of the Bank’s state and municipal securities, and corporate bonds at ~~September~~June 30, ~~2020~~2021 based on the earlier of their stated maturity or, if applicable, their pre-refunded date. The remaining securities in the Bank’s investment securities portfolio are mortgage-backed securities, consisting of pass-through mortgage securities and collateralized mortgage obligations. Although these securities are expected to have substantial periodic repayments they are reflected in the table below in aggregate amounts.

(in thousands)
Amortized Cost
Fair Value
Within one year
$
9,578
$
9,646
After 1 through 5 years
77,670
80,176
After 5 through 10 years
245,018
242,320
After 10 years
143,156
149,916
Mortgage-backed securities
160,694
164,048
$
636,116
$
646,106



(in thousands)	Amortized Cost		Fair Value
Within one year	$	7,279	$	7,302
After 1 through 5 years		80,941		83,407
After 5 through 10 years		225,153		228,744
After 10 years		137,019		143,530
Mortgage-backed securities		346,470		343,215
	$	796,862	$	806,198

4 - LOANS

The following table sets forth the loans outstanding by class of loans at the dates indicated.




	September 30,		December 31, 2019
	2020		Loans						Allowance for Loan Losses
(in thousands)	Loans ‎Outstanding		Individually ‎Evaluated		Collectively ‎Evaluated		Ending ‎Balance		Individually ‎Evaluated		Collectively ‎Evaluated		Ending ‎Balance		June 30, 2021		December 31, 2020
Commercial and industrial	$	102,405	$	—	$	103,879	$	103,879	$	—	$	1,493	$	1,493	$	84,813	$	100,015
SBA PPP		166,405		—		—		—		—		—		—		94,309		139,487
Commercial mortgages:
Multifamily		766,868		—		835,013		835,013		—		7,151		7,151		775,303		776,976
Other		446,281		—		447,484		447,484		—		3,498		3,498		564,905		513,176
Owner-occupied		118,741		501		118,291		118,792		—		921		921		139,036		130,919
Residential mortgages:
Closed end		1,379,181		1,189		1,620,230		1,621,419		14		15,684		15,698		1,244,439		1,316,727
Revolving home equity		55,070		—		59,231		59,231		—		515		515		49,693		54,005
Consumer and other		1,167		268		2,163		2,431		—		13		13		907		2,149
	$	3,036,118	$	1,958	$	3,186,291	$	3,188,249	$	14	$	29,275	$	29,289	$	2,953,405	$	3,033,454

Management identifies loans in the Bank’s portfolio that must be individually evaluated for loss due to disparate risk characteristics or information suggesting that the Bank will be unable to collect all the principal and interest due. For loans individually evaluated, a specific reserve is estimated based on either the fair value of collateral or the discounted value of expected future cash flows. In estimating the fair value of real estate collateral, management utilizes appraisals or evaluations adjusted for costs to dispose and a distressed sale adjustment, if needed. Estimating the fair value of collateral other than real estate is also subjective in nature and sometimes requires difficult and complex judgements. Determining expected future cash flows can be more subjective than determining fair values. Expected future cash flows could differ significantly, both in timing and amount, from the cash flows actually received over the loan’s remaining life. Individually evaluated loans are excluded from the estimation of credit losses for the pooled portfolio.

For loans collectively evaluated for credit loss, management segregates its loan portfolio into eleven distinct pools, certain of which are combined in reporting loans outstanding by class of loans: (1) commercial and industrial; (2) small business credit scored; (3) multifamily; (4) owner-occupied; (5) other commercial real estate; (6) construction and land development; (7) closed end residential mortgage; (8) revolving home equity; (9) consumer; (10) municipal loans; and (11) Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans. Historical loss information from the Bank’s own loan portfolio from December 31, 2007 to present provides a basis for management’s assessment of expected credit losses. The choice of a historical look-back period that begins in 2007 covers an entire economic cycle and impacts the average historical loss rates used to calculate the final ~~ACL.~~allowance for credit losses (“ACL” or “allowance”). Due to the extensive historical loss data available, management has determined that the vintage approach is the most appropriate method of measuring the historical loss component of credit losses inherent in its portfolio for most of its loan pools. For the revolving home equity and small business credit scored pools, the migration approach was selected to measure historical losses since contractual lives are not readily discernable and balances can fluctuate throughout the life of the lines. Finally, no historical loss method was applied to the SBA PPP loan pool which is a new pool with no loss experience and is 100% guaranteed by the federal government.

Management believes that the methods selected fairly reflect the historical loss component of expected losses inherent in the Bank’s loan portfolio. However, since future losses could vary significantly from those experienced in the past, on a quarterly basis management adjusts its historical loss experience to reflect current and forecasted conditions. In doing so, management considers a variety of general qualitative and quantitative factors (“Q-factors”) and then subjectively determines the weight to assign to each in estimating losses. Qualitative characteristics include, among others, differences in underwriting standards, policies, lending staff and environmental risks. Management also considers whether further adjustments to historical loss information are needed to reflect the extent to which current

conditions and reasonable and supportable forecasts over a one year to two year forecasting horizon differ from the conditions that existed during the historical loss period. These quantitative adjustments reflect changes to relevant data such as changes in unemployment rates, GDP, vacancies, ~~home prices,~~ average growth in pools of loans, delinquencies or other factors associated with the financial assets. The allowance for SBA PPP loans represents an estimate of potential loss due to documentation and processing deficiencies. The immediate reversion method is applied for periods beyond the forecasting horizon. The Bank’s ACL allocable to pools of loans that are collectively evaluated for credit loss results primarily from these qualitative and quantitative adjustments to historical loss experience. Because of the nature of the Q-factors and the degree of judgement involved in assessing their impact, management’s resulting estimate of losses may not accurately reflect current and future losses in the portfolio.

The ~~pandemic had an adverse impact on~~following risks reflected in the ~~provision for credit losses during~~Bank’s Q-factors showed improvement in the ~~first nine months~~second quarter of ~~2020~~2021 and, ~~resulted~~together with a decline in certain loan modifications to borrowers experiencing financial disruption and economic hardship. Q-factors assessing the risks associated with these modifications and Q-factors derived from reasonable and supportable forecasts of unemployment, GDP, vacancies and home priceshistorical loss rates, were the key drivers in estimating the ACL at ~~September~~June 30, ~~2020, offset in part by the decline in loan balances for most loan pools.~~

2021:

average growth rates in the residential mortgage and commercial and industrial loan pools,

improvements in the experience, ability and depth of lending staff,

past due and problem loans, and

current and forecasted economic conditions including those arising from the pandemic.

The following tables present the activity in the ACL for the periods indicated.



(in thousands)	Balance at ‎ 1/1/20		Impact of ‎ASC 326 ‎Adoption		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎9/30/20		Balance at ‎1/1/2021		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎6/30/2021
Commercial and industrial	$	1,493	$	(244)	$	1,124	$	295	$	995	$	1,415	$	1,416	$	227	$	168	$	(349)	$	1,008
SBA PPP		—		—		—		—		250		250		209		—		—		(68)		141
Commercial mortgages:
Multifamily		7,151		1,059		298		—		778		8,690		9,474		252		—		(609)		8,613
Other		3,498		(47)		502		1		993		3,943		4,913		—		—		450		5,363
Owner-occupied		921		778		—		—		(77)		1,622		1,905		165		91		64		1,895
Residential mortgages:
Closed end		15,698		1,356		175		2		(566)		16,315		14,706		79		3		(1,314)		13,316
Revolving home equity		515		(6)		33		—		78		554		407		—		—		221		628
Consumer and other		13		(8)		3		2		(1)		3		7		—		1		(4)		4
	$	29,289	$	2,888	$	2,135	$	300	$	2,450	$	32,792	$	33,037	$	723	$	263	$	(1,609)	$	30,968



(in thousands)	Balance at ‎7/1/20		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎9/30/20		Balance at ‎4/1/2021		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎6/30/2021
Commercial and industrial	$	1,593	$	309	$	38	$	93	$	1,415	$	1,143	$	92	$	156	$	(199)	$	1,008
SBA PPP		249		—		—		1		250		269		—		—		(128)		141
Commercial mortgages:
Multifamily		8,856		298		—		132		8,690		9,074		2		—		(459)		8,613
Other		3,860		502		1		584		3,943		4,967		—		—		396		5,363
Owner-occupied		1,622		—		—		—		1,622		1,911		—		—		(16)		1,895
Residential mortgages:
Closed end		17,384		156		—		(913)		16,315		13,636		79		3		(244)		13,316
Revolving home equity		482		33		—		105		554		599		—		—		29		628
Consumer and other		5		—		—		(2)		3		5		—		1		(2)		4
	$	34,051	$	1,298	$	39	$	—	$	32,792	$	31,604	$	173	$	160	$	(623)	$	30,968

‎



(in thousands)	Balance at ‎1/1/2020		Impact of ‎ASC 326 ‎Adoption		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎6/30/2020
Commercial and industrial	$	1,493	$	(244)	$	815	$	257	$	902	$	1,593
SBA PPP		—		—		—		—		249		249
Commercial mortgages:
Multifamily		7,151		1,059		—		—		646		8,856
Other		3,498		(47)		—		—		409		3,860
Owner-occupied		921		778		—		—		(77)		1,622
Residential mortgages:
Closed end		15,698		1,356		19		2		347		17,384
Revolving home equity		515		(6)		—		—		(27)		482
Consumer and other		13		(8)		3		2		1		5
	$	29,289	$	2,888	$	837	$	261	$	2,450	$	34,051

(in thousands)
Balance at
‎1/1/19
Chargeoffs
Recoveries
Provision (Credit) for Loan Losses
Balance at
‎9/30/19
Commercial and industrial
$
1,158
$
492
$
18
$
685
$
1,369
Commercial mortgages:
Multifamily
5,851
—
—
968
6,819
Other
3,783
—
—
(394)
3,389
Owner-occupied
743
—
—
315
1,058
Residential mortgages:
Closed end
18,844
433
1
(1,711)
16,701
Revolving home equity
410
358
—
454
506
Consumer and other
49
1
4
(38)
14
$
30,838
$
1,284
$
23
$
279
$
29,856



(in thousands)	Balance at ‎7/1/19		Chargeoffs		Recoveries		Provision (Credit) for Loan Losses		Balance at ‎9/30/19		Balance at ‎4/1/2020		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎6/30/2020
Commercial and industrial	$	1,201	$	127	$	10	$	285	$	1,369	$	1,931	$	197	$	70	$	(211)	$	1,593
SBA PPP												—		—		—		249		249
Commercial mortgages:
Multifamily		6,730		—		—		89		6,819		8,647		—		—		209		8,856
Other		3,440		—		—		(51)		3,389		3,792		—		—		68		3,860
Owner-occupied		828		—		—		230		1,058		1,782		—		—		(160)		1,622
Residential mortgages:
Closed end		17,148		—		—		(447)		16,701		17,459		19		2		(58)		17,384
Revolving home equity		397		109		—		218		506		487		—		—		(5)		482
Consumer and other		24		1		1		(10)		14		7		2		—		—		5
	$	29,768	$	237	$	11	$	314	$	29,856	$	34,105	$	218	$	72	$	92	$	34,051

1312

Aging of Loans. The following tables present the aging of loans past due and loans on nonaccrual status by class of loans.



	September 30, 2020																June 30, 2021
	Past Due						Nonaccrual										Past Due						Nonaccrual
							With an		With No		Total Past												With an		With No		Total Past
					90 Days or		Allowance		Allowance		Due Loans &										90 Days or		Allowance		Allowance		Due Loans &
					More and		for Credit		for Credit		Nonaccrual				Total						More and		for Credit		for Credit		Nonaccrual				Total
(in thousands)	30-59 Days		60-89 Days		Still Accruing		Loss		Loss		Loans		Current		Loans		30-59 Days		60-89 Days		Still Accruing		Loss		Loss		Loans		Current		Loans
Commercial and industrial	$	136	$	400	$	—	$	—	$	—	$	536	$	101,869	$	102,405	$	34	$	—	$	—	$	—	$	—	$	34	$	84,779	$	84,813
SBA PPP		—		—		—		—		—		—		166,405		166,405		—		—		—		—		—		—		94,309		94,309
Commercial mortgages:
Multifamily		—		—		—		—		—		—		766,868		766,868		—		—		—		—		—		—		775,303		775,303
Other		—		—		—		—		—		—		446,281		446,281		—		—		—		—		—		—		564,905		564,905
Owner-occupied		—		—		—		—		—		—		118,741		118,741		—		—		—		—		—		—		139,036		139,036
Residential mortgages:
Closed end		446		—		—		—		1,520		1,966		1,377,215		1,379,181		—		—		—		—		260		260		1,244,179		1,244,439
Revolving home equity		—		—		—		—		634		634		54,436		55,070		202		—		—		—		—		202		49,491		49,693
Consumer and other		—		—		—		—		—		—		1,167		1,167		2		—		—		—		—		2		905		907
	$	582	$	400	$	—	$	—	$	2,154	$	3,136	$	3,032,982	$	3,036,118	$	238	$	—	$	—	$	—	$	260	$	498	$	2,952,907	$	2,953,405

	December 31, 2019																December 31, 2020
Commercial and industrial	$	196	$	—	$	—	$	—	$	—	$	196	$	103,683	$	103,879	$	65	$	—	$	—	$	—	$	—	$	65	$	99,950	$	100,015
SBA PPP																		—		—		—		—		—		—		139,487		139,487
Commercial mortgages:
Multifamily		—		—		—		—		—		—		835,013		835,013		—		—		—		—		—		—		776,976		776,976
Other		—		—		—		—		—		—		447,484		447,484		—		—		—		—		—		—		513,176		513,176
Owner-occupied		—		—		—		—		—		—		118,792		118,792		—		—		—		—		494		494		130,425		130,919
Residential mortgages:
Closed end		2,316		—		—		—		888		3,204		1,618,215		1,621,419		1,357		—		—		—		261		1,618		1,315,109		1,316,727
Revolving home equity		—		414		—		—		—		414		58,817		59,231		—		—		—		—		367		367		53,638		54,005
Consumer and other		2		—		—		—		—		2		2,429		2,431		—		—		—		—		—		—		2,149		2,149
	$	2,514	$	414	$	—	$	—	$	888	$	3,816	$	3,184,433	$	3,188,249	$	1,422	$	—	$	—	$	—	$	1,122	$	2,544	$	3,030,910	$	3,033,454

There were 0 loans in the process of foreclosure 0r did the Bank hold any foreclosed residential real estate property at ~~September~~June 30, ~~2020~~2021 or December 31, ~~2019.~~2020.

Accrued interest receivable from loans totaled ~~$12,094,000~~$8.4 million and ~~$8,409,000~~$9.7 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, and is included in the line item “Other assets” on the consolidated balance sheets.

~~COVID-19 Loan Modifications.~~ During the second quarter, the Bank provided payment deferrals in the form of loan modifications to borrowers experiencing financial disruption and economic hardship as a result of the pandemic. As of October 26, 2020, all such loans have resumed making payment and are current except for 3 small business loans that were charged-off in the third quarter totaling $281,000, 1 loan that was 30 to 89 days past due in the amount of $123,000 and 4 loans that have not yet made full payments in the amount of $1.3 million. Under the guidance issued by FASB and federal banking agencies and the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), these are not considered troubled debt restructurings (“TDR”).

Troubled Debt Restructurings. A restructuring constitutes a ~~TDR~~troubled debt restructuring (“TDR”) when it includes a concession by the Bank and the borrower is experiencing financial difficulty. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. The Bank performs the evaluation under its internal underwriting policy.

The Bank did 0t modify any loans in a TDR during the first ~~nine~~six months of ~~2020~~2021 or ~~2019.~~2020.

At ~~September~~June 30, 2021 and December 31, 2020, the Bank had 0 allowance allocated to ~~TDRs. At December 31, 2019, the Bank had an allowance of $14,000 allocated to specific TDRs. The Bank had~~TDRs and 0 commitments to lend additional amounts in connection with loans that were classified as TDRs.

There were 0 TDRs for which there was a payment default during the ~~nine~~three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 that were modified during the 12-month period prior to default. A loan is ~~considered to be~~ in payment default once it is 90 days contractually past due under the modified terms.

1413

Risk Characteristics. Credit risk within the Bank’s loan portfolio primarily stems from factors such as changes in the borrower’s financial condition, credit concentrations, changes in collateral values, economic conditions including those arising from the pandemic, rent regulation and environmental contamination of properties securing mortgage loans. The Bank’s commercial loans, including those secured by real estate mortgages, are primarily made to small and medium-sized businesses. Such loans sometimes involve a higher degree of risk than those to larger companies because such businesses may have shorter operating histories, higher debt-to-equity ratios and may lack sophistication in internal record keeping and financial and operational controls. In addition, most of the Bank’s loans are made to businesses and consumers on Long Island and in the boroughs of New York City (“NYC”), and a large percentage of these loans are mortgage loans secured by properties located in those areas. The primary sources of repayment for residential and commercial mortgage loans include employment and other income of the borrowers, the businesses of the borrowers and cash flows from the underlying properties. In the case of multifamily mortgage loans, a substantial portion of the underlying properties are rent stabilized or rent controlled. These sources of repayment are dependent on, among other things, the strength of the local economy. In addition, the pandemic continues to present substantial challenges for the Bank and its customers. These challenges may result in higher drawdowns by customers on the Bank’s lending commitments and higher past due and nonaccrual loans, TDRs and credit losses. In addition, the value of collateral supporting mortgage loans may be negatively impacted leading to a deterioration in the Bank’s loan-to-value ratios and increased risk of loss.

Credit Quality Indicators. The Bank categorizes loans into risk categories based on relevant information about the borrower’s ability to service their debt including, but not limited to, current financial information for the borrower and any guarantors, payment experience, credit underwriting documentation, public records, due diligence checks and current economic trends. Management analyzes loans individually and classifies them using ~~the following definitions for~~ risk ~~rating.~~rating matrices consistent with regulatory guidance as follows.

Watch: The borrower’s cash flow has a high degree of variability and subject to economic downturns. Liquidity is strained and the ability of the borrower to access traditional sources of credit is diminished.

Special Mention: The borrower has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank’s credit position at some future date. Special mention assets are not adversely classified and do not expose the Bank to risk sufficient to warrant adverse classification.

Substandard: Loans are inadequately protected by the current sound worth and paying capacity of the borrower or the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans have all the inherent weaknesses of those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on ~~the basis of currently~~ existing facts, conditions and values, highly questionable and improbable.

Risk ratings on commercial and industrial loans and commercial mortgages are initially assigned during the underwriting process and affirmed as part of the approval process. The ratings are periodically reviewed and evaluated based on borrower contact, credit department review or independent loan review.

The Bank's loan risk rating and review policy establishes requirements for the annual review of commercial real estate and commercial and industrial loans. The requirements include details of the scope of coverage and selection process based on loan-type and risk rating. ~~Among other things, at~~At least 80% of the recorded investment of commercial real estate loans as of December 31 of the prior year must be reviewed annually. Lines of credit are also reviewed annually at each proposed reaffirmation. The frequency of the review of other loans is determined by minimum principal balance thresholds and the Bank’s ongoing assessments of the borrower’s condition.

Residential mortgage loans, revolving home equity lines and other consumer loans are initially evaluated utilizing the borrower’s credit score. A credit score is a tool used in the Bank’s loan approval process, and a minimum score of 680 is generally required for new loans. Credit scores for each borrower are updated at least annually. However, regardless of credit score, loans may be classified, criticized or placed on management’s watch list if relevant information comes to light.

‎

1514

The following tables present the amortized cost basis of loans by class of loans, vintage and risk rating for the periods indicated. Loans shown as Pass are all loans other than those risk rated Watch, Special Mention, Substandard or Doubtful.



		September 30, 2020																	June 30, 2021
		Term Loans by Origination Year																	Term Loans by Origination Year
														Revolving																	Revolving
(in thousands)		2020		2019		2018		2017		2016		Prior		Loans		Total			2021		2020		2019		2018		2017		Prior		Loans (1)		Total
Commercial and industrial:
Pass		$	17,183	$	12,742	$	8,331	$	11,215	$	6,021	$	23,435	$	21,513	$	100,440		$	11,524	$	13,417	$	8,026	$	6,676	$	3,967	$	20,521	$	17,896	$	82,027
Watch			—		—		—		—		—		—		—		—			—		—		1,436		—		—		—		—		1,436
Special Mention			—		—		70		126		—		300		—		496			—		—		—		—		—		—		—		—
Substandard			850		424		—		—		—		195		—		1,469			—		1,000		350		—		—		—		—		1,350
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	18,033	$	13,166	$	8,401	$	11,341	$	6,021	$	23,930	$	21,513	$	102,405		$	11,524	$	14,417	$	9,812	$	6,676	$	3,967	$	20,521	$	17,896	$	84,813
SBA PPP:
Pass		$	166,405	$	—	$	—	$	—	$	—	$	—	$	—	$	166,405		$	78,950	$	15,359	$	—	$	—	$	—	$	—	$	—	$	94,309
Watch			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	166,405	$	—	$	—	$	—	$	—	$	—	$	—	$	166,405		$	78,950	$	15,359	$	—	$	—	$	—	$	—	$	—	$	94,309
Commercial mortgages – multifamily:	Commercial mortgages – multifamily:																	Commercial mortgages – multifamily:
Pass		$	11,775	$	152,676	$	163,523	$	162,452	$	32,103	$	240,776	$	—	$	763,305		$	53,884	$	40,607	$	150,875	$	154,457	$	145,241	$	218,899	$	—	$	763,963
Watch			—		—		—		1,282		2,281		—		—		3,563			—		—		—		—		—		4,836		—		4,836
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—			—		—		—		—		6,504		—		—		6,504
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	11,775	$	152,676	$	163,523	$	163,734	$	34,384	$	240,776	$	—	$	766,868		$	53,884	$	40,607	$	150,875	$	154,457	$	151,745	$	223,735	$	—	$	775,303
Commercial mortgages – other:	Commercial mortgages – other:																	Commercial mortgages – other:
Pass		$	45,554	$	44,950	$	50,019	$	50,897	$	106,006	$	147,452	$	—	$	444,878		$	69,717	$	118,890	$	43,994	$	49,482	$	45,716	$	225,812	$	—	$	553,611
Watch			—		—		—		—		—		1,403		—		1,403			—		—		—		—		—		5,414		—		5,414
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—			—		—		—		—		—		5,880		—		5,880
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	45,554	$	44,950	$	50,019	$	50,897	$	106,006	$	148,855	$	—	$	446,281		$	69,717	$	118,890	$	43,994	$	49,482	$	45,716	$	237,106	$	—	$	564,905
Commercial mortgages – owner-occupied:	Commercial mortgages – owner-occupied:																	Commercial mortgages – owner-occupied:
Pass		$	6,062	$	43,677	$	8,938	$	9,869	$	12,580	$	35,264	$	—	$	116,390		$	16,600	$	20,790	$	37,069	$	7,309	$	8,938	$	40,490	$	—	$	131,196
Watch			—		—		—		—		—		—		—		—			—		—		6,027		—		—		—		—		6,027
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		1,854		—		497		—		2,351			—		—		—		—		1,813		—		—		1,813
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	6,062	$	43,677	$	8,938	$	11,723	$	12,580	$	35,761	$	—	$	118,741		$	16,600	$	20,790	$	43,096	$	7,309	$	10,751	$	40,490	$	—	$	139,036
Residential mortgages:	Residential mortgages:																	Residential mortgages:
Pass		$	7,037	$	24,861	$	298,581	$	363,697	$	267,230	$	415,241	$	54,022	$	1,430,669		$	91,110	$	43,149	$	19,974	$	235,998	$	301,055	$	551,921	$	49,693	$	1,292,900
Watch			—		—		—		—		—		300		414		714			—		—		—		—		—		294		—		294
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		459		—		—		1,775		634		2,868			—		—		—		453		—		485		—		938
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	7,037	$	24,861	$	299,040	$	363,697	$	267,230	$	417,316	$	55,070	$	1,434,251		$	91,110	$	43,149	$	19,974	$	236,451	$	301,055	$	552,700	$	49,693	$	1,294,132
Consumer and other:
Pass		$	—	$	207	$	19	$	28	$	315	$	282	$	—	$	851		$	4	$	61	$	135	$	5	$	19	$	556	$	—	$	780
Watch			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		239		—		—		—		—		—		239			—		—		—		—		—		—		—		—
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Not Rated			—		—		—		—		—		—		77		77			—		—		—		—		—		—		127		127
		$	—	$	446	$	19	$	28	$	315	$	282	$	77	$	1,167		$	4	$	61	$	135	$	5	$	19	$	556	$	127	$	907

Total Loans		$	254,866	$	279,776	$	529,940	$	601,420	$	426,536	$	866,920	$	76,660	$	3,036,118		$	321,789	$	253,273	$	267,886	$	454,380	$	513,253	$	1,075,108	$	67,716	$	2,953,405

(1) Includes commercial and industrial and residential mortgage lines converted to term of $5.3 million and $10.5 million, respectively.



	December 31, 2020
	Term Loans by Origination Year
													Revolving
(in thousands)	2020		2019		2018		2017		2016		Prior		Loans (1)		Total
Commercial and industrial:
Pass	$	22,848	$	8,789	$	7,542	$	6,033	$	5,505	$	19,086	$	20,473	$	90,276
Watch		—		1,508		—		4,000		—		1,842		—		7,350
Special Mention		48		—		65		115		—		301		—		529
Substandard		1,298		400		—		—		—		162		—		1,860
Doubtful		—		—		—		—		—		—		—		—
	$	24,194	$	10,697	$	7,607	$	10,148	$	5,505	$	21,391	$	20,473	$	100,015
SBA PPP:
Pass	$	139,487	$	—	$	—	$	—	$	—	$	—	$	—	$	139,487
Watch		—		—		—		—		—		—		—		—
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
	$	139,487	$	—	$	—	$	—	$	—	$	—	$	—	$	139,487
Commercial mortgages – multifamily:
Pass	$	25,719	$	152,142	$	160,998	$	152,648	$	30,342	$	242,527	$	—	$	764,376
Watch		—		—		—		3,772		2,267		—		—		6,039
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		6,561		—		—		—		6,561
Doubtful		—		—		—		—		—		—		—		—
	$	25,719	$	152,142	$	160,998	$	162,981	$	32,609	$	242,527	$	—	$	776,976
Commercial mortgages – other:
Pass	$	117,602	$	44,398	$	49,873	$	50,547	$	105,512	$	137,960	$	—	$	505,892
Watch		—		—		—		—		—		1,403		—		1,403
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		5,881		—		5,881
Doubtful		—		—		—		—		—		—		—		—
	$	117,602	$	44,398	$	49,873	$	50,547	$	105,512	$	145,244	$	—	$	513,176
Commercial mortgages – owner-occupied:
Pass	$	11,444	$	37,406	$	8,751	$	9,493	$	12,388	$	43,009	$	—	$	122,491
Watch		—		6,094		—		—		—		—		—		6,094
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		1,840		—		494		—		2,334
Doubtful		—		—		—		—		—		—		—		—
	$	11,444	$	43,500	$	8,751	$	11,333	$	12,388	$	43,503	$	—	$	130,919
Residential mortgages:
Pass	$	38,759	$	21,964	$	279,329	$	339,700	$	253,873	$	381,842	$	53,223	$	1,368,690
Watch		—		—		—		—		—		298		414		712
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		457		—		—		505		368		1,330
Doubtful		—		—		—		—		—		—		—		—
	$	38,759	$	21,964	$	279,786	$	339,700	$	253,873	$	382,645	$	54,005	$	1,370,732
Consumer and other:
Pass	$	106	$	198	$	3	$	25	$	236	$	296	$	—	$	864
Watch		—		—		—		—		—		—		—		—
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		229		—		—		—		—		—		229
Doubtful		—		—		—		—		—		—		—		—
Not Rated		—		—		—		—		—		—		1,056		1,056
	$	106	$	427	$	3	$	25	$	236	$	296	$	1,056	$	2,149

Total Loans	$	357,311	$	273,128	$	507,018	$	574,734	$	410,123	$	835,606	$	75,534	$	3,033,454

(1)Includes commercial and industrial and residential mortgage lines converted to term of $2.9 million and $10.5 million, respectively.

December 31, 2019
Internally Assigned Risk Rating
Special
(in thousands)
Pass
Watch
Mention
Substandard
Doubtful
Not Rated
Total
Commercial and industrial
$
100,095
$
—
$
3,493
$
291
$
—
$
—
$
103,879
Commercial mortgages:
Multifamily
831,360
—
3,653
—
—
—
835,013
Other
437,655
—
9,829
—
—
—
447,484
Owner-occupied
113,534
—
4,757
501
—
—
118,792
Residential mortgages:
Closed end
1,619,034
306
890
1,189
—
—
1,621,419
Revolving home equity
58,816
415
—
—
—
—
59,231
Consumer and other
1,644
—
—
268
—
519
2,431
$
3,162,138
$
721
$
22,622
$
2,249
$
—
$
519
$
3,188,249

5 - STOCK-BASED COMPENSATION

The following tables present a summary of restricted stock units (“RSUs”) and options outstanding at ~~September~~June 30, ~~2020~~2021 and changes during the ~~nine~~six month period then ended. Of the ~~167,019~~226,750 RSUs outstanding at quarter end, ~~57,144~~71,603 are scheduled to vest during ~~2020.~~2021.

Weighted-
Weighted-
Average
Aggregate
Average
Remaining
Intrinsic
Number of
Grant-Date
Contractual
Value
RSUs
Fair Value
Term (yrs.)
(in thousands)
Outstanding at January 1, 2020
254,591
$
22.87
Granted
70,883
21.05
Converted
(157,705)
23.91
Forfeited
(750)
26.00
Outstanding at September 30, 2020
167,019
$
21.10
0.97
$
2,474



				Weighted-
		Weighted-		Average		Aggregate
		Average		Remaining		Intrinsic
	Number of	Grant-Date		Contractual		Value
	RSUs	Fair Value		Term (yrs.)		(in thousands)
Outstanding at January 1, 2021	164,996	$	20.95
Granted	142,313		16.06
Converted	(80,559)		21.48
Outstanding at June 30, 2021	226,750	$	17.68		1.26	$	4,814

Weighted-
Weighted-
Average
Aggregate
Average
Remaining
Intrinsic
Number of
Exercise
Contractual
Value
Options
Price
Term (yrs.)
(in thousands)
Outstanding at January 1, 2020
55,346
$
12.34
Exercised
(17,673)
11.14
Forfeited or expired
(1,125)
10.37
Outstanding and exercisable at September 30, 2020
36,548
$
12.98
0.41
$
67



				Weighted-
		Weighted-		Average		Aggregate
		Average		Remaining		Intrinsic
	Number of	Exercise		Contractual		Value
	Options	Price		Term (yrs.)		(in thousands)
Outstanding at January 1, 2021	11,031	$	13.18
Exercised	(10,281)		12.90
Outstanding and exercisable at June 30, 2021	750	$	17.06		3.93	$	3

As of ~~September~~June 30, ~~2020,~~2021, there was ~~$1,488,000~~$2.6 million of total unrecognized compensation cost related to non-vested RSUs. The total cost is expected to be recognized over a weighted-average period of ~~1.2~~1.4 years.

In2021 Equity Incentive Plan. On April ~~2020, 38,064~~20, 2021, the stockholders of the Corporation approved the 2021 Equity Incentive Plan (“2021 Plan”). Under the 2021 Plan, awards may be granted to employees and non-employee directors as stock options, restricted stock awards or RSUs, with a one year minimum vesting period for at least 95% of the awards granted. The Corporation has 750,000 shares of ~~the Corporation’s~~ common stock ~~were granted to its Directors~~reserved for awards under the 2021 Plan, plus 23,167 shares that remained available for grant as full value restricted stock units or restricted stock awards ~~with immediate vesting.~~under the 2014 Equity Incentive Plan (“2014 Plan”). RSUs granted under the 2014 Plan that expire or are forfeited after April 20, 2021 will be added to the number of shares of common stock reserved for issuance of awards under the 2021 Plan. NaN further awards will be made under the 2014 Plan.

6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Instruments Recorded at Fair Value. When measuring fair value, the Corporation uses a fair value hierarchy, which is designed to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy involves three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation ~~has the ability to~~can access at the measurement date.

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

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

The fair values of the Corporation’s financial assets and liabilities measured at fair value on a recurring basis are set forth in the table that follows. The fair values of available-for-sale securities are determined on a recurring basis using matrix pricing (Level 2 inputs). Matrix pricing, which is a mathematical technique widely used in the industry to value debt securities, does not rely exclusively on quoted prices for the specific securities but rather on the relationship of such securities to other benchmark quoted securities. Where no significant other observable inputs were available, Level 3 inputs were used. The fair values of interest rate swaps are based on valuation models using observable market data as of the measurement date resulting in a Level 2 classification.



	Fair Value Measurements Using:								Fair Value Measurements Using:
			Quoted Prices		Significant						Quoted Prices		Significant
			in Active		Other		Significant				in Active		Other		Significant
			Markets for		Observable		Unobservable				Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs				Identical Assets		Inputs		Inputs
(in thousands)	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2020:
June 30, 2021:
Financial Assets:
Available-for-Sale Securities:
State and municipals	$	371,228	$	—	$	369,753	$	1,475	$	344,634	$	—	$	343,306	$	1,328
Pass-through mortgage securities		94,660		—		94,660		—		223,996		—		223,996		—
Collateralized mortgage obligations		69,388		—		69,388		—		119,219		—		119,219		—
Corporate bonds		110,830		—		110,830		—		118,349		—		118,349		—
	$	646,106	$	—	$	644,631	$	1,475	$	806,198	$	—	$	804,870	$	1,328
Financial Liabilities:
Derivative - interest rate swaps	$	6,570	$	—	$	6,570	$	—	$	2,785	$	—	$	2,785	$	—

December 31, 2019:
December 31, 2020:
Financial Assets:
Available-for-Sale Securities:
State and municipals	$	382,143	$	—	$	380,299	$	1,844	$	364,211	$	—	$	362,776	$	1,435
Pass-through mortgage securities		61,372		—		61,372		—		131,720		—		131,720		—
Collateralized mortgage obligations		138,199		—		138,199		—		53,711		—		53,711		—
Corporate bonds		115,830		—		115,830		—		113,080		—		113,080		—
	$	697,544	$	—	$	695,700	$	1,844	$	662,722	$	—	$	661,287	$	1,435
Financial Liabilities:
Derivative - interest rate swaps	$	4,418	$	—	$	4,418	$	—	$	5,285	$	—	$	5,285	$	—

State and municipal available-for-sale securities measured using Level 3 inputs. The Bank held 6 non-rated bond anticipation notes with a book value of ~~$1.5~~$1.3 million at ~~September~~June 30, ~~2020.~~2021. These bonds have a one year maturity and are issued by local municipalities that are customers of the Bank. Due to the short duration of the bonds, book value approximates fair value at ~~September~~June 30, ~~2020.~~2021.

There were 0 assets measured at fair value on a nonrecurring basis at ~~September~~June 30, ~~2020~~2021 or December 31, ~~2019.~~2020.

Financial Instruments Not Recorded at Fair Value. Fair value estimates are made at a specific point in time. Such estimates are generally subjective in nature and dependent upon a number of significant assumptions associated with each financial instrument or group of similar financial instruments, including estimates of discount rates, liquidity, risks associated with specific financial instruments, estimates of future cash flows, and relevant available market information. Changes in assumptions could significantly affect the estimates. In addition, fair value estimates do not reflect the value of anticipated future business, premiums or discounts that could result from offering for sale at one time the Corporation’s entire holdings of a particular financial instrument, or the income tax consequences of realizing gains or losses on the sale of financial instruments.

The following table sets forth the carrying amounts and estimated fair values of financial instruments that are not recorded at fair value in the Corporation’s financial statements.



	Level of	September 30, 2020				December 31, 2019				Level of	June 30, 2021				December 31, 2020
	Fair Value	Carrying				Carrying				Fair Value	Carrying				Carrying
(in thousands)	Hierarchy	Amount		Fair Value		Amount		Fair Value		Hierarchy	Amount		Fair Value		Amount		Fair Value
Financial Assets:
Cash and cash equivalents	Level 1	$	163,852	$	163,852	$	38,968	$	38,968	Level 1	$	191,002	$	191,002	$	211,182	$	211,182
Loans	Level 3		3,003,326		3,005,752		3,158,960		3,113,442	Level 3		2,922,437		2,904,931		3,000,417		2,998,325
Restricted stock	Level 1		22,029		22,029		30,899		30,899	Level 1		19,901		19,901		20,814		20,814

Financial Liabilities:
Checking deposits	Level 1		1,165,065		1,165,065		911,978		911,978	Level 1		1,318,941		1,318,941		1,208,073		1,208,073
Savings, NOW and money market deposits	Level 1		1,638,980		1,638,980		1,720,599		1,720,599	Level 1		1,833,590		1,833,590		1,679,161		1,679,161
Time deposits	Level 2		444,801		455,817		511,439		515,019	Level 2		231,042		237,781		434,354		444,155
Short-term borrowings	Level 1		57,708		57,708		190,710		190,710	Level 1		55,000		55,000		60,095		60,095
Long-term debt	Level 2		273,002		281,668		337,472		339,445	Level 2		226,002		231,176		246,002		253,617

7 – DERIVATIVES

As part of its asset liability management activities, the Corporation utilizes interest rate swaps to help manage its interest rate risk position. The notional amount of an interest rate swap does not represent the amount exchanged by the parties. The exchange of cash flows is determined by reference to the notional amount and the other terms of the interest rate swap agreements.

The Bank entered into an interest rate swap with a notional amount totaling ~~$150 million on May 22, 2018 and a second interest rate swap with a notional amount of~~ $50 million on January 17, ~~2019. The interest rate swaps were~~2019, which was designated as a cash flow ~~hedges~~hedge of certain Federal Home Loan Bank (“FHLB”) advances ~~and brokered certificates of deposit (“CDs”).~~included in short term borrowings on the consolidated balance sheet. The ~~swaps were~~swap was determined to be fully effective during the periods presented and therefore no amount of ineffectiveness has been included in net income. The aggregate fair value of the ~~swaps~~swap is recorded in other liabilities, with changes in fair value net of related income taxes recorded in OCI. The amount included in accumulated OCI would be reclassified to current earnings should the ~~hedges~~hedge no longer be considered effective. The Corporation expects the ~~hedges~~hedge to remain fully effective during the remaining term of the ~~swaps.~~swap.

On May 22, 2021 a second interest rate swap with a notional amount totaling $150 million expired and the Bank paid off $150 million of brokered certificates of deposit (“CDs”) used in the cash flow hedge.

The following table summarizes information about the interest rate swaps designated as cash flow hedges.



	September 30, 2020	December 31, 2019	June 30, 2021	December 31, 2020
Notional amount	$200 million	$200 million	$50 million	$200 million
Weighted average fixed pay rate	2.83%	2.83%	2.62%	2.83%
Weighted average 3-month LIBOR receive rate	0.23%	2.04%	0.19%	0.22%
Weighted average maturity	1.31 Years	2.06 Years	2.55 Years	1.06 Years

Interest expense recorded on the swap transactions, which totaled ~~$2,636,000~~$2.2 million and ~~$423,000~~$1.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, is recorded as a component of interest expense in the consolidated statements of income. Amounts reported in accumulated OCI related to swaps will be reclassified to interest expense as interest payments are made on the Bank’s variable-rate liabilities. During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Corporation had ~~$2,636,000~~$2.2 million of reclassifications to interest expense. During the next 12 months, the Corporation estimates that ~~$3,844,000~~$856,000 will be reclassified as an increase to interest expense.

The following table presents the net losses recorded in the consolidated statements of income and the consolidated statements of comprehensive income relating to interest rate swaps.



	Nine Months Ended				Three Months Ended				Six Months Ended				Three Months Ended
	September 30,				September 30,				June 30,				June 30,
(in thousands)	2020		2019		2020		2019		2021		2020		2021		2020
Interest rate contracts:
Amount of loss recognized in OCI (effective portion)	$	4,788	$	4,757	$	20	$	516
Amount of gain (loss) recognized in OCI (effective portion)									$	267	$	(4,768)	$	(33)	$	(494)
Amount of loss reclassified from OCI to interest expense		2,636		423		1,270		240		2,233		1,366		919		856
Amount of loss recognized in other noninterest income (ineffective portion)		—		—		—		—		—		—		—		—

The following table reflects the amounts relating to the interest rate ~~swap~~swaps included in the consolidated balance sheets at the periods indicated.



	September 30, 2020						December 31, 2019						June 30, 2021						December 31, 2020
	Notional		Fair Value					Notional	Fair Value				Notional		Fair Value					Notional	Fair Value
(in thousands)	Amount		Asset		Liability			Amount	Asset		Liability		Amount		Asset		Liability			Amount	Asset		Liability
Included in other liabilities			$	—	$	6,570			$	—	$	4,418			$	—	$	2,785			$	—	$	5,285
Interest rate swap hedging brokered CDs													$	—					$	150,000
Interest rate swap hedging FHLB advances	$	50,000					$	50,000					$	50,000					$	50,000
Interest rate swap hedging brokered CDs		150,000						150,000

Credit Risk Related Contingent Features. The Bank’s agreement with its interest rate swap counterparty sets forth minimum collateral posting thresholds. If the termination value of the swap is a net asset position, the counterparty may be required to post collateral against its obligations to the Bank under the agreement. However, if the termination value of the swap is a net liability position, the Bank may be required to post collateral to the counterparty. At ~~September~~June 30, ~~2020,~~2021, the Bank was in compliance with the collateral posting provisions toof its counterparty. The total amount of collateral posted was approximately ~~$7.7~~$3.0 million. If the Bank had breached any of these provisions at ~~September~~June 30, ~~2020,~~2021, it could have been required to settle its obligations under the agreement at the termination value.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of The First of Long Island Corporation’s financial condition and operating results during the periods included in the accompanying consolidated financial statements and should be read in conjunction with such financial statements. The Corporation’s financial condition and operating results principally reflect those of its wholly-owned subsidiary, The First National Bank of Long Island, and subsidiaries wholly-owned by the Bank, either directly or indirectly, FNY Service Corp., The First of Long Island REIT, Inc. and The First of Long Island Agency, Inc. The consolidated entity is referred to as the Corporation and the Bank and its subsidiaries are collectively referred to as the Bank. The Bank’s primary service area is Nassau and Suffolk Counties on Long Island ~~New York~~ and the NYC boroughs of Queens, Brooklyn and Manhattan.

Overview

Net income and earnings per share for the first ~~nine~~six months of ~~2020~~2021 were ~~$30.7~~$22.7 million and ~~$1.28~~$.95 respectively, compared to ~~$32.4~~$19.9 million and ~~$1.29,~~$.83, respectively, for the same period last year. Dividends per share increased ~~5.8%~~5.6%, from ~~$.52~~$.36 for the first ~~nine months~~half of ~~2019~~2020 to ~~$.55~~$.38 for the current period. Returns on average assets (“ROA”) and average equity (“ROE”) for the first ~~nine~~six months of ~~2020~~2021 were ~~.98%~~1.10% and ~~10.49%~~11.09%, respectively, versus ~~1.03%~~.96% and ~~11.04%~~10.34%, respectively, for the same period last year. Book value per share was ~~$16.67~~$17.58 at the close of the current period, compared to ~~$16.26~~$17.11 at year-end ~~2019.~~2020.

Analysis of Earnings – ~~Nine~~Six Month Periods. Net income for the first ~~nine~~six months of ~~2020~~2021 was ~~$30.7~~$22.7 million, ~~a decrease~~an increase of ~~$1.7~~$2.7 million, or ~~5.2%~~13.8%, versus the same period last year. The ~~decrease~~increase is due to ~~increases~~growth in net interest income of $1.7 million, or 3.4%, and noninterest income of $770,000, or 13.8%, and a decline in the provision for credit losses of ~~$2.2 million and noninterest expense, before debt extinguishment costs, of $1.9~~$4.1 million. These items were partially offset by increases in ~~net interest income~~noninterest expense of ~~$1.4~~$1.8 million, or 5.8%, and ~~noninterest income, before securities gains, of $508,000 and a decrease in~~ income tax expense of ~~$400,000.~~$2.1 million.

The increase in net interest income is mainly attributable to a reduction in deposit rates in response to decreases in the Federal Funds Target Rate to near zero as well as significant declines in rates across the entire yield curve. Decreases in the cost of savings, NOW and money market deposits and interest-bearing liabilities far outpaced the decline in yield on securities and loans which are generally not subject to immediate repricing with changes in market interest rates. The increase in net interest income was also attributable to income from SBA PPP loans andreflects a favorable shift in the mix of ~~funding. Average~~funding as an increase in average checking deposits ~~include~~of $271.9 million and a decline in average interest-bearing liabilities of $279.1 million resulted in average checking deposits comprising a larger portion of total funding. The increase is also attributable to higher income from SBA PPP loans of $3.0 million. Net interest income for the ~~proceeds~~six months of ~~PPP loans.~~2021 also benefited by approximately $450,000 from the maturity of a $150 million interest rate swap in May 2021 with a cost of funds of 2.85%.

Partially offsetting the favorable impact on net interest income was a decline in the average balance of loans of $161.9 million. Also exerting downward pressure on net interest income were current market yields on securities and loans being lower than the runoff yields on both portfolios. The average yield on interest-earning assets declined 36 basis points (“bps”) from 3.52% for the first six months of 2020 to 3.16% for the current six-month period. Management substantially offset the negative impact of declining asset yields on net interest income through reductions in non-maturity and time deposit rates. The average cost of interest-bearing liabilities declined 54 bps from 1.30% for the first six months of 2020 to .76% for the current six-month period.

Net interest margin for the first ~~nine~~six months of 2021 was 2.70% versus 2.63% for the 2020 was 2.64%, increasing 7 basis points over the comparable period of 2019. The increase was mainly attributable to our ability to reduce the rates paid on interest-bearing deposits faster than our interest-earning assets repriced downward as a significant portion of our municipal bond and mortgage loan portfolios have fixed rates.

~~The provision for credit losses was $2.5 million~~period. Income from PPP loans improved net interest margin for the first ~~nine months~~six-months of ~~2020 on a CECL basis as compared~~2021 by 9 bps. As of June 30, 2021, the Bank had $97.6 million of outstanding PPP loans with unearned fees of $3.3 million. We expect substantially all outstanding PPP loans to ~~$279,000 for~~payoff by the ~~2019 period on an incurred loss basis. The $2.5 million provision for~~end of 2021. In the current ~~nine-month period was primarily attributable~~interest rate environment, the Bank will be unable to replace the ~~pandemic and includes $4.2 million to reflect current and forecasted economic conditions and $1.8 million for~~yield being earned on PPP loans putting downward pressure on the net ~~chargeoffs, partially offset by a decline~~interest margin in outstanding loan balance of residential and commercial mortgages. The $279,000 provision for the 2019 period was driven mainly by net chargeoffs of $1.3 million, partially offset by a decline in outstanding loans.2022.

The mortgage loan pipeline was $74 million at June 30, 2021. Sluggish loan demand and competition for loans among banks and other lenders continues to put pressure on the pipeline and originations. Comparing June 30, 2020 to June 30, 2021, the expansion of our lending teams helped grow commercial mortgages by $127.7 million. Commercial and industrial available lines of credit have increased. However, line utilization is near historic low levels, resulting in a decrease in commercial and industrial loans outstanding. We believe the economic impact of the pandemic and the stimulus packages passed by Congress contributed not only to the unusually high level of cash on our balance sheet, but also to decreased loan originations and lower levels of outstanding balances on existing credit lines.

The increase in noninterest income, ~~before~~net of gains on sales of securities, ~~gains,~~ of ~~$508,000~~$164,000 is primarily attributable to ~~an increase~~increases in the non-service cost components of the Bank’s defined benefit pension ~~plan. Management remains focused~~plan and fees from debit and credit cards. These items were partially offset by decreases in investment services income and service charges on ~~revenue enhancement initiatives; however,~~deposit accounts. Revenue from assets under management fell as the shift to an outside service provider resulted in the loss of some relationships. Assets under management will likely decline further as the Bank transitions from its legacy trust and investment businesses to a single platform with LPL Financial. The decrease in service charges on deposit accounts is mainly attributable to the pandemic iswhich has negatively ~~affecting~~affected most categories of ~~noninterest~~fee income.

The provision for credit losses decreased $4.1 million when comparing the six-month periods from a provision of $2.5 million in the 2020 period to a credit of $1.6 million in the 2021 period. The credit provision for the current period was mainly due to improvements in economic conditions, asset quality and other portfolio metrics, and a decline in outstanding mortgage loans, partially offset by net chargeoffs of $460,000. The net chargeoffs were mainly the result of sales of three commercial mortgages in the first quarter.

The increase in noninterest expense ~~before debt extinguishment costs,~~ of ~~$1.9~~$1.8 million ~~includes charges~~was primarily due to an increase in salaries and employee benefits related to ~~the closure~~staffing our new Riverhead Branch, building our lending and ~~consolidation of six branches, technology~~credit teams and ~~service contract termination costs and expenses attributable~~normal salary adjustments. Also contributing to the ~~pandemic.~~increase was higher FDIC insurance expense due to an assessment credit in 2020, increased marketing expense and the cost of facilities maintenance.

In late September 2020, the Bank eliminated some inefficient leverage by selling mortgage-backed securities with a carrying value of $64.5 million and using the proceeds along with excess cash of $66.8 million to prepay long-term debt of $128.7 million. The transactions resulted in an overall net loss of $3,000 with the gain on sale of securities and loss on extinguishment of debt essentially the same at $2.6 million each. Because of the timing of the transactions, there was little impact on net interest margin for the current quarter or nine-month period. The deleveraging is expected to benefit net interest margin in the fourth quarter of 2020 by approximately 10 basis points and improve the leverage ratio. The benefit to net interest margin could be offset by challenges we face discussed throughout this Form 10-Q.

~~The decrease in income~~Income tax expense ~~of $400,000 is attributable~~increased $2.1 million due to ~~lower pretax~~an increase in pre-tax earnings in the current ~~nine-month~~six-month period as compared to the ~~2019~~2020 period and ~~a decline~~an increase in the effective tax rate to ~~16.8%.~~20.6% from 16.1% when comparing the first six months of 2021 and 2020. The increase in the effective tax rate is mainly due to a decrease in the percentage of pre-tax income derived from tax-exempt municipal securities and bank-owned life insurance in 2021. Additionally, a change in New York State (“NYS”) tax law to implement a capital tax in the second quarter of 2021 increased the second quarter provision.

Asset Quality. The Bank’s allowance for credit losses to total loans (reserve coverage ratio) ~~on a CECL basis~~ was ~~1.01% at January 1, 2020, 1.09% at March 31, 2020 and 1.08%~~1.05% at June 30, ~~2020 and September 30,~~2021 as compared to 1.09% at December 31, 2020. Excluding PPP loans, the reserve coverage ratio ~~increased 8 basis points during~~was 1.08% and 1.13%, respectively. The decrease in the ~~first quarter of 2020, another 4 basis points during the second quarter of 2020~~reserve coverage ratio was mainly due to improvements in economic conditions, asset quality and ~~maintained that level during the third quarter of 2020.~~other portfolio metrics. Nonaccrual loans, TDRs and loans past due 30 through 89 days ~~all~~ remain at low levels.

~~COVID-19 Loan Modifications.~~ During the second quarter, the Bank provided payment deferrals in the form of loan modifications to borrowers experiencing financial disruption and economic hardship as a result of the pandemic. As of October 26, 2020, all such loans have resumed making payment and are current except for three small business loans that were charged-off in the third quarter totaling $281,000, one loan that was 30 to 89 days past due in the amount of $123,000 and four loans that have not yet made full payments in the amount of $1.3 million.

Key Initiatives and Challenges We Face. ~~Our strategy is focused on increasing shareholder value through loan and deposit growth,~~As the ~~maintenance of strong credit quality, a strong efficiency ratio and an optimal amount of capital. Key~~economy recovers from the pandemic, we remain optimistic that the Bank’s strategic initiatives ~~include building on~~will support the expansion and profitability of our relationship banking ~~business, growing fee income, enhancing~~business. Such initiatives include updated branding, a custom designed website, expanded geographic footprint of the branch network eastward into Riverhead and East Hampton, N.Y. and recruitment of additional seasoned branch, lending and credit professionals. Renovations at our ~~brand, highlighting our digital offerings~~leased space at 275 Broadhollow Road in Melville, N.Y. for a state-of-the-art branch and ~~refining~~needed office space are expected to be completed in early 2022. We continually assess our branch ~~strategy.~~network for efficiencies while remaining cognizant of our customers’ branch banking needs. During the pandemic we experienced a notable increase in use of our mobile deposit functionality as well as our cash management offerings.

~~The~~Low interest ~~rate and economic environment continues~~rates continue to exert ~~substantial~~ pressure on operating results and growth. Current lending and investing rates are below the rates earned on loan and securities repayments. The net ~~interest income,~~spread on securities purchased is significantly below the Bank’s current net interest margin, ~~earnings, profitability metrics, loans outstanding~~ and the ~~Bank’s ability to grow. These items could be negatively impacted by yield curve inversion, low yields available~~net spread on ~~loans and securities and potential credit losses arising from~~new lending is near or below current ~~economic conditions. Among other things, very low interest rates have caused an acceleration of residential mortgage loan repayments and repricings which are expected to continue~~margin. Continued increases in the ~~fourth quarter. The weighted average reduction~~cost of cybersecurity, and regulatory expectations in yield for refinancings completed or in process at quarter end was 75 basis points which will reduce quarterly net interest income by approximately $500,000. In addition, during the fourth quarters of 2020areas such as environmental, social and 2021, corporate bonds with current fair values of $80.6 million and $30.2 million, respectively, and an original weighted average fixed rate yield of 5.14% begin repricing on a quarterly basis to a floating rate. At current rates, the weighted average floating rate yield would be .89%. Such repricings will reduce net interest income for the fourth quarter of 2020 by approximately $700,000.

~~The pandemic continues to~~governance present substantial challenges for the Bank and its customers. While business activity in the NYC metropolitan area has started to improve, the pace of the recovery is slow and remains uncertain. An elevated level of unemployment and the significant business disruption experienced in the spring and summer cast some doubt on the extent of economic recovery that is possible in the near term and the ability of some businesses to continue operations.additional challenges.

Net Interest Income

Average Balance Sheet; Interest Rates and Interest Differential. The following table sets forth the average daily balances for each major category of assets, liabilities and stockholders’ equity as well as the amounts and average rates earned or paid on each major category of interest-earning assets and interest-bearing liabilities. The average balances of investment securities include unrealized gains and losses on available-for-sale securities, and the average balances of loans include nonaccrual loans.



	Nine Months Ended September 30,												Six Months Ended June 30,
	2020						2019						2021						2020
	Average		Interest/		Average		Average		Interest/		Average		Average		Interest/		Average		Average		Interest/		Average
(dollars in thousands)	Balance		Dividends		Rate		Balance		Dividends		Rate		Balance		Dividends		Rate		Balance		Dividends		Rate

Assets:
Interest-earning bank balances	$	111,979	$	159	.19	%	$	30,617	$	530	2.31	%	$	184,641	$	96	.10	%	$	91,821	$	120	.26	%
Investment securities:
Taxable		356,512		9,813	3.67			369,525		11,196	4.04			445,712		3,982	1.79			344,932		6,629	3.84
Nontaxable (1)		375,570		9,519	3.38			411,354		11,163	3.62			357,924		5,648	3.16			375,326		6,412	3.42
Loans (1)		3,146,738		83,353	3.53			3,231,573		88,388	3.65			3,008,594		53,459	3.55			3,170,449		56,891	3.59
Total interest-earning assets		3,990,799		102,844	3.44			4,043,069		111,277	3.67			3,996,871		63,185	3.16			3,982,528		70,052	3.52
Allowance for credit losses		(33,286)						(30,203)						(32,256)						(33,115)
Net interest-earning assets		3,957,513						4,012,866						3,964,615						3,949,413
Cash and due from banks		33,144						37,104						34,228						32,925
Premises and equipment, net		39,588						41,064						38,399						39,814
Other assets		135,351						127,565						133,715						134,421
	$	4,165,596					$	4,218,599					$	4,170,957					$	4,156,573
Liabilities and Stockholders' Equity:
Savings, NOW & money market deposits	$	1,687,377		7,946	.63		$	1,710,985		13,856	1.08		$	1,786,527		2,260	.26		$	1,704,484		6,639	.78
Time deposits		486,181		8,487	2.33			645,596		11,361	2.35			371,919		3,897	2.11			503,364		5,928	2.37
Total interest-bearing deposits		2,173,558		16,433	1.01			2,356,581		25,217	1.43			2,158,446		6,157	.58			2,207,848		12,567	1.14
Short-term borrowings		81,509		1,219	2.00			137,100		2,569	2.51			56,813		700	2.48			92,235		885	1.93
Long-term debt		420,255		6,177	1.96			361,791		5,558	2.05			229,593		2,311	2.03			423,846		4,157	1.97
Total interest-bearing liabilities		2,675,322		23,829	1.19			2,855,472		33,344	1.56			2,444,852		9,168	.76			2,723,929		17,609	1.30
Checking deposits		1,067,839						940,717						1,285,761						1,013,832
Other liabilities		31,878						30,554						28,509						31,819
		3,775,039						3,826,743						3,759,122						3,769,580
Stockholders' equity		390,557						391,856						411,835						386,993
	$	4,165,596					$	4,218,599					$	4,170,957					$	4,156,573

Net interest income (1)			$	79,015					$	77,933					$	54,017					$	52,443
Net interest spread (1)					2.25	%					2.11	%					2.40	%					2.22	%
Net interest margin (1)					2.64	%					2.57	%					2.70	%					2.63	%

(1)Tax-equivalent basis. Interest income on a tax-equivalent basis includes the additional amount of interest income that would have been earned if the Corporation's investment in tax-exempt loans and investment securities had been made in loans and investment securities subject to federal income taxes yielding the same after-tax income. The tax-equivalent amount of $1.00 of nontaxable income was $1.27 in each period presented, using the statutory federal income tax rate of 21%.

Rate/Volume Analysis. The following table sets forth the effect of changes in volumes and rates on tax-equivalent interest income, interest expense and net interest income. The changes attributable to the combined impact of volume and rate have been allocated to the changes due to volume and the changes due to rate.



	Nine Months Ended September 30,						Six Months Ended June 30,
	2020 Versus 2019						2021 Versus 2020
	Increase (decrease) due to changes in:						Increase (decrease) due to changes in:
					Net						Net
(in thousands)	Volume		Rate		Change		Volume		Rate		Change
Interest Income:
Interest-earning bank balances	$	447	$	(818)	$	(371)	$	75	$	(99)	$	(24)
Investment securities:
Taxable		(384)		(999)		(1,383)		1,571		(4,218)		(2,647)
Nontaxable		(934)		(710)		(1,644)		(289)		(475)		(764)
Loans		(2,226)		(2,809)		(5,035)		(2,880)		(552)		(3,432)
Total interest income		(3,097)		(5,336)		(8,433)		(1,523)		(5,344)		(6,867)

Interest Expense:
Savings, NOW & money market deposits		(177)		(5,733)		(5,910)		288		(4,667)		(4,379)
Time deposits		(2,783)		(91)		(2,874)		(1,431)		(600)		(2,031)
Short-term borrowings		(901)		(449)		(1,350)		(396)		211		(185)
Long-term debt		869		(250)		619		(1,953)		107		(1,846)
Total interest expense		(2,992)		(6,523)		(9,515)		(3,492)		(4,949)		(8,441)
Increase (decrease) in net interest income	$	(105)	$	1,187	$	1,082	$	1,969	$	(395)	$	1,574

Net Interest Income

Net interest income on a tax-equivalent basis for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$79.0~~$54.0 million, an increase of ~~$1.1~~$1.6 million, or ~~1.4%~~3.0%, from ~~$77.9~~$52.4 million for the same period of ~~2019.~~2020. The increase in net interest income is mainly attributable to a reduction in deposit rates in response to decreases in the Federal Funds Target Rate to near zero as well as significant declines in rates across the entire yield curve. The cost of savings, NOW and money market deposits declined 45 basis points to .63% and the cost of interest-bearing liabilities declined 37 basis points to 1.19%. These decreases far outpaced the 15 basis point decline in yield on securities and loans which are generally not subject to immediate repricing with changes in market interest rates. The increase in net interest income was also attributable to income from SBA PPP loans of $1.9 million andreflects a favorable shift in the mix of funding as an increase in average checking deposits of ~~$127.1~~$271.9 million, or 26.8%, and a decline in average interest-bearing liabilities of ~~$180.2~~$279.1 million, or 10.2%, resulted in average checking deposits comprising a larger portion of total funding. ~~Average checking deposits include~~The increase is also attributable to higher income from SBA PPP loans of $3.0 million. PPP income for the 2021 period was $3.9 million driven by an average balance of $155.2 million and a ~~portion~~weighted average yield earned of 5.0%. Net interest income for the ~~proceeds~~six months of ~~PPP loans.~~2021 also benefited by approximately $450,000 from the maturity of a $150 million interest rate swap in May 2021 with a cost of funds of 2.85%. The Bank used excess cash to repay the interest rate swap.

~~The~~Partially offsetting the favorable impact on net interest income was a decline in ~~yield~~the average balance of loans of $161.9 million, or 5.1%. Also exerting downward pressure on net interest income were current market yields on securities and loans ~~was mainly attributable to an increase in prepayment speeds and~~being lower than the runoff yields ~~available~~ on ~~securities purchases and loan originations. The economic impact of the pandemic caused loans and the overall balance sheet to shrink during the past two quarters.~~both portfolios. The average ~~balance~~yield on interest-earning assets declined 36 bps from 3.52% for the first six months of ~~loans decreased $84.8 million, or 2.6%, and the average balance of investment securities declined $48.8 million, or 6.2%. The average balance of loans~~2020 to 3.16% for the current ~~nine-month period includes $97.4 million~~six-month period. Management substantially offset the negative impact of ~~PPP loans at a weighted~~declining asset yields on net interest income through reductions in non-maturity and time deposit rates. The average ~~yield~~cost of ~~approximately 2.65%. Measures taken~~interest-bearing liabilities declined 54 bps from 1.30% for the first six months of 2020 to ~~contain~~.76% for the pandemic significantly disrupted economic activity in our area, caused business and school closures and thus increased unemployment. These disruptions caused management to put a pause on its loan pipeline and slow new business development efforts. The decrease in loans and securities resulted in average interest-earning bank balances increasing $81.4 million, or 266%. Assuming economic activity continues to improve and business restrictions continue to be relaxed in our marketplace, our mortgage loan pipeline is expected to increase through year-end. The mortgage loan pipeline was $72 million at September 30, 2020, an increase of $33 million during the quarter.current six-month period.

Net interest margin for the ~~third quarter and~~ first ~~nine~~six months of ~~2020 were 2.66% and 2.64%, respectively, increasing 10 and 7 basis points, respectively, over~~2021 was 2.70% versus 2.63% for the ~~comparable periods~~same period in 2020. Income on PPP loans improved net interest margin for the first six months of ~~2019. The increases were mainly attributable~~2021 by 9 bps. As of June 30, 2021, the Bank had $97.6 million of outstanding PPP loans with unearned fees of $3.3 million. We expect substantially all outstanding PPP loans to ~~our ability~~payoff by the end of 2021. In the current interest rate environment, the Bank will be unable to ~~reduce~~replace the ~~rates paid~~yield being earned on ~~interest-bearing deposits faster than our interest-earning assets repriced downward as a significant portion of our municipal bond and mortgage loan portfolios have fixed rates. The~~ PPP ~~loan yields and acceleration of prepayments of residential mortgage~~ loans ~~during 2020 exerted~~putting downward pressure on the net interest ~~income~~margin in 2022.

The mortgage loan pipeline was $74 million at June 30, 2021. Sluggish loan demand and ~~margin.~~competition for loans among banks and other lenders continues to put pressure on the pipeline and originations. Comparing June 30, 2020 to June 30, 2021, the expansion of our lending teams helped grow commercial mortgages by $127.7 million. Commercial and industrial available lines of credit have increased. However, line utilization is near historic low levels, resulting in a decrease in commercial and industrial loans outstanding. We believe the economic impact of the pandemic and the stimulus packages passed by Congress contributed not only to the unusually high level of cash on our balance sheet, but also to decreased loan originations and lower levels of outstanding balances on existing credit lines.

Noninterest Income

Noninterest income includes service charges on deposit accounts, ~~Investment Management Division~~investment services income, gains or losses on sales of securities, and all other items of income, other than interest, resulting from the business activities of the Corporation.

The increase in noninterest income, ~~before~~net of gains on sales of securities, ~~gains,~~ of ~~$508,000, or 6.4%, was~~$164,000 is primarily attributable to ~~an increase~~increases in the non-service cost components of the Bank’s defined benefit pension plan of ~~$784,000. Management remains focused~~$275,000 and fees from debit and credit cards of $242,000. These items were partially offset by decreases in investment services income of $276,000 and service charges on ~~revenue enhancement initiatives; however,~~deposit accounts of $188,000. Revenue from assets under management fell as the shift to an outside service provider resulted in the loss of some relationships. Assets under management will likely decline further as the Bank transitions from its legacy trust and investment businesses to a single platform with LPL Financial. The decrease in service charges on deposit accounts is mainly attributable to the pandemic iswhich has negatively ~~affecting~~affected most categories of ~~noninterest~~fee income.

Noninterest Expense

Noninterest expense is comprised of salaries and employee benefits, occupancy and equipment expense and other operating expenses incurred in supporting the various business activities of the Corporation.

The increase in noninterest expense ~~before debt extinguishment costs,~~ of ~~$1.9~~$1.8 million ~~includes charges~~was primarily due to an increase of $1.0 million in salaries and employee benefits related to ~~the closure and consolidation of six branches of $476,000, technology and service contract termination costs related to~~staffing our Investment Management Division of $315,000 and expenses attributable to the pandemic of approximately $300,000. Other factors which increased noninterest expense include salaries, employee benefits and equity compensation expense mainly related to hiringnew Riverhead Branch, building our lending and credit ~~staff,~~teams and normal salary ~~adjustments and~~adjustments. Also contributing to the ~~immediate vesting~~increase was higher FDIC insurance expense due to an assessment credit of ~~stock awards~~$390,000 in ~~2020. These expenses were partially offset by decreases in consulting fees of $634,000 and~~2020, increased marketing expense of ~~$216,000. The decrease in consulting fees was mainly due to a revenue enhancement project in 2019.~~

~~In late September 2020,~~$142,000 and the ~~Bank eliminated some inefficient leverage by selling mortgage-backed securities with a carrying value~~cost of $64.5 million and using the proceeds along with excess cash of $66.8 million to prepay long-term debt of $128.7 million. The transactions resulted in an overall net loss of $3,000 with the gain on sale of securities and loss on extinguishment of debt essentially the same at $2.6 million each.facilities maintenance.

Income Taxes

Income tax expense ~~decreased $400,000 when comparing the first nine months of 2019~~increased $2.1 million due to ~~the current nine month period. The decrease is primarily attributable to lower pretax~~an increase in pre-tax earnings in the current ~~nine-month~~six-month period as compared to the ~~2019~~2020 period and ~~a decline~~an increase in the effective tax rate to ~~16.8%.~~20.6% from 16.1% when comparing the first six months of 2021 and 2020. The increase in the effective tax rate is mainly due to a decrease in the percentage of pre-tax income derived from tax-exempt municipal securities and bank-owned life insurance in 2021. Additionally, a change in NYS tax law to implement a capital tax in the second quarter of 2021 increased the second quarter provision by approximately $400,000.

Results of Operations – ~~Third~~Second Quarter ~~2020~~2021 Versus ~~Third~~Second Quarter ~~2019~~2020

Net income for the ~~third~~second quarter of ~~2020 of~~2021 increased $629,000, or 5.8%, from $10.8 million ~~was essentially unchanged from~~earned in the ~~comparable period~~same quarter of ~~2019. Earnings for the third quarter include increases~~last year. The increase is mainly attributable to an increase in net interest income of ~~$1.0 million and noninterest income, before securities gains, of $80,000,~~$818,000 and a ~~decrease~~decline in the provision for credit losses of ~~$314,000. The positive impact of these items was~~$715,000, partially offset by ~~increases~~an increase in ~~noninterest expense, before debt extinguishment costs, of $1.3 million, and~~ income tax expense of ~~$181,000.~~$991,000. The ~~increases~~variances in ~~net interest income and noninterest income~~each of these items occurred for substantially the same reasons discussed above with respect to the ~~nine-month~~six-month periods. There was no provision for credit losses for the current quarter on a CECL basis as net chargeoffs of $1.3 million and an increase in historical loss rates were offset by a decline in the outstanding loan balance of residential and commercial mortgages. The increase in noninterest expense was mainly due to the aforementioned branch closures and consolidations, contract termination charges and higher salaries and employee benefits-related costs in the current quarter. Partially offsetting these increases was a decline in consulting fees of $431,000 due to the aforementioned revenue enhancement project. The increase in income tax expense reflects higher pretax earnings in the current quarter and an increase in the effective tax rate to 18.0%. Earnings for the current quarter also reflects the aforementioned deleveraging transaction.

~~Application of~~ Critical Accounting Policies and Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported asset and liability balances and revenue and expense amounts. Our determination of the ACL is a critical accounting estimate because it is based on our subjective evaluation of a variety of factors at a specific point in time and involves difficult and complex judgements about ~~current and future~~ matters that are inherently uncertain. In the event that management’s estimate needs to be adjusted based on ~~among other things,~~ additional information that comes to light after the estimate is made or changes in circumstances, such adjustment could result in the need for a significantly different ACL and thereby materially impact, either positively or negatively, the Bank’s results of operations.

The Bank’s Allowance for Credit Losses Committee (“ACL Committee”), which is a management committee chaired by the Chief Credit Officer, meets on a quarterly basis and is responsible for determining the ACL after considering, among other things, the results of credit reviews performed by the Bank’s independent loan review function and the Bank’s credit department. In addition, and in consultation with the Bank’s Chief Financial Officer, ~~and Chief Risk Officer,~~ the ACL Committee is responsible for implementing and maintaining accounting policies and procedures surrounding the calculation of the required allowance. The ~~Board~~ Loan Committee of the Board reviews and approves the Bank’s Loan Policy at least once each calendar year. The Bank’s ACL is reviewed and ratified by the ~~Board~~ Loan Committee on a quarterly basis and is subject to periodic examination by the Office of the Comptroller of the Currency (“OCC”), whose safety and soundness examination includes a determination as to the adequacy of the allowance to absorb current expected credit losses.

The ACL is a valuation amount that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the Bank’s loan portfolio. The allowance is established through provisions for credit losses charged against income. When available information confirms that specific loans, or portions thereof, are uncollectible, these amounts are charged against the ACL, and subsequent recoveries, if any, are credited to the allowance.

Management estimates the ACL balance using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical loss information from the Bank’s own loan portfolio has been compiled since December 31, 2007 and generally provides a starting point for management’s assessment of expected credit losses. A historical look-back period that begins in 2007 covers an entire economic cycle and impacts the average historical loss rates used to calculate the final ACL. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level or term as well as for current and potential future changes

in economic conditions over a one year to two year forecasting horizon, such as unemployment rates, GDP, vacancy rates, home prices or other relevant factors. The immediate reversion method is applied for periods beyond the forecasting horizon. The ACL is an amount that management currently believes will be adequate to absorb expected lifetime losses in the Bank’s loan portfolio. The process for estimating credit losses and determining the ACL as of any balance sheet date is subjective in nature and requires material estimates and judgements. Actual results could differ significantly from those estimates.

The ACL is measured on a collective (pool) basis when similar risk characteristics exist. Management segregates its loan portfolio into eleven distinct pools: (1) commercial and industrial; (2) small business credit scored; (3) multifamily; (4) owner-occupied; (5) other commercial real estate; (6) construction and land development; (7) residential mortgage; (8) revolving home equity; (9) consumer; (10) municipal loans; and (11) SBA PPP loans. The vintage method is applied to measure the historical loss component of lifetime credit losses inherent in most of its loan pools. For the revolving home equity and small business credit scored pools, the migration method was selected to measure historical losses; no historical loss method was applied to the SBA PPP loan pool. Management believes that the methods selected fairly reflect the historical loss component of expected losses inherent in the Bank’s loan portfolio. However, since future losses could vary significantly from those experienced in the past, on a quarterly basis management adjusts its historical loss experience to reflect current conditions and reasonable and supportable forecasts. In doing so, management considers a variety of general qualitative and quantitative factors and then subjectively determines the weight to assign to each in estimating losses. The factors include, among others: (1) changes in lending policies and procedures; (2) experience, ability and depth of lending staff; (3) trends in the nature and volume of loans; (4) changes in the quality of the loan review function; (5) delinquencies; (6) environmental risks; (7) current and forecasted economic conditions as judged by things such as national and local unemployment levels and GDP; (8) changes in the value of underlying collateral as judged by things such as median home prices and forecasted vacancy rates in the Bank’s service area; and (9) direction and magnitude of changes in the economy. The Bank’s ACL allocable to its loan pools results primarily from these qualitative and quantitative adjustments to historical loss experience. Because of the nature of the ~~Q-factors~~qualitative factors and the difficulty in assessing their impact, management’s resulting estimate of losses may not accurately reflect lifetime losses in the portfolio.

Loans that do not share similar risk characteristics are evaluated on an individual basis. Such disparate risk characteristics may include internal or external credit ratings, risk ratings, collateral type, size of loan, effective interest rate, term, geographic location, industry or historical or expected loss pattern. Estimated losses for loans individually evaluated are based on either the fair value of collateral or the discounted value of expected future cash flows. For all collateral dependent loans evaluated on an individual basis, credit losses are measured based on the fair value of the collateral. In estimating the fair value of real estate collateral, management utilizes appraisals or evaluations adjusted for costs to dispose and a distressed sale adjustment, if needed. Estimating the fair value of collateral other than real estate is also subjective in nature and sometimes requires difficult and complex judgements. Determining expected future cash flows can be more subjective than determining fair values. Expected future cash flows could differ significantly, both in timing and amount, from the cash flows ~~actually~~ received over the loan’s remaining life. Individually evaluated loans are not included in the estimation of credit losses from the pooled portfolio.

TDRs are individually evaluated for loss and generally reported at the present value of estimated future cash flows using the loan’s effective rate at inception. However, if a TDR is ~~considered to be~~ a collateral dependent loan, the loan is reported at the fair value of the collateral.

Asset Quality

The Corporation has identified certain assets as risk elements. These assets include nonaccrual loans, other real estate owned, loans that are contractually past due 90 days or more as to principal or interest payments and still accruing and TDRs. These assets present more than the normal risk that the Corporation will be unable to eventually collect or realize their full carrying value. Information about the Corporation’s risk elements is set forth below.



	September 30,		December 31,		June 30,		December 31,
(dollars in thousands)	2020		2019		2021		2020
Nonaccrual loans:
Troubled debt restructurings	$	—	$	465	$	—	$	494
Other		2,154		423		260		628
Total nonaccrual loans		2,154		888		260		1,122
Loans past due 90 days or more and still accruing		—		—		—		—
Other real estate owned		—		—		—		—
Total nonperforming assets		2,154		888		260		1,122
Troubled debt restructurings - performing		1,329		1,070		570		815
Total risk elements	$	3,483	$	1,958	$	830	$	1,937

Nonaccrual loans as a percentage of total loans		.07%		.03%		.01%		.04%
Nonperforming assets as a percentage of total loans and other real estate owned		.07%		.03%		.01%		.04%
Risk elements as a percentage of total loans and other real estate owned		.11%		.06%		.03%		.06%

The disclosure of other potential problem loans can be found in “Note 4 – Loans” to the Corporation’s consolidated financial statements of this Form 10-Q.

In addition, during the second quarter, the Bank provided payment deferrals in the form of loan modifications to borrowers experiencing financial disruption and economic hardship as a result of the pandemic. As of October 26, 2020, all such loans have resumed making payment and are current except for three small business loans that were charged-off in the third quarter totaling $281,000, one loan that was 30 to 89 days past due in the amount of $123,000 and four loans that have not yet made full payments in the amount of $1.3 million.

Allowance and Provision for Credit Losses

The ACL is established through provisions for credit losses charged against income. When available information confirms that specific loans, or portions thereof, are uncollectible, these amounts are charged off against the ACL, and subsequent recoveries, if any, are credited to the ACL.

~~On January 1, 2020,~~The ACL decreased $2.1 million during the ~~Bank recorded a $2.9 million credit~~first six months of 2021, amounting to ~~the allowance for credit losses to establish the ACL beginning balance of $32.2~~$31.0 million, or ~~1.01% of total loans, using the CECL methodology. The ACL increased $615,000 from January 1, 2020 to September 30, 2020, amounting to $32.8 million, or 1.08%~~1.05% of total loans, at ~~September~~June 30, ~~2020~~2021 compared to ~~$29.3~~$33.0 million, or ~~.92%~~1.09% of total loans, ~~on an incurred loss basis~~ at December 31, ~~2019.~~2020. Excluding SBA PPP loans, the reserve coverage ratio was 1.08% and 1.13% at ~~September~~June 30, 2021 and December 31, 2020, ~~is 1.13%.~~respectively. During the first ~~nine months~~half of 2021, the Bank had loan chargeoffs of $723,000, recoveries of $263,000 and recorded a credit provision for credit losses of $1.6 million. During the first half of 2020, the Bank had loan chargeoffs of ~~$2.1 million,~~$837,000, recoveries of ~~$300,000~~$261,000 and recorded a provision for credit losses of $2.5 million. ~~During the first nine months of 2019, the Bank had loan chargeoffs of $1.3 million, recoveries of $23,000 and recorded a provision for loan losses of $279,000.~~ The credit provision in the current period was ~~largely attributable~~mainly due to ~~the pandemic and includes $4.2 million to reflect current and forecasted~~improvements in economic conditions, asset quality and ~~$1.8 million for net chargeoffs, partially offset by~~other portfolio metrics and a decline in outstanding residential ~~and commercial~~ mortgage ~~loans.~~loans, partially offset by net chargeoffs. The provision in the ~~2019~~2020 period was ~~driven~~ mainly ~~by net chargeoffs of $1.3 million, partially offset a decline in outstanding loans.~~attributable to the pandemic.

The ACL is an amount that management currently believes will be adequate to absorb expected lifetime losses in the Bank’s loan portfolio. As more fully discussed in “Application of Critical Accounting Policies,” the process for estimating credit losses and determining the ACL as of any balance sheet date is subjective in nature and requires material estimates and judgements. Actual results could differ significantly from those estimates. Other detailed information on the Bank’s loan portfolio and ACL can be found in “Note 4 – Loans” to the Corporation’s consolidated financial statements included in this Form 10-Q.

The ~~pandemic continues to present substantial challenges for the Bank and its customers. The~~ amount of future chargeoffs and provisions for credit losses will be affected by, among other things, economic conditions on Long Island and in NYC. Such conditions could affect the financial strength of the Bank’s borrowers and will affect the value of real estate collateral securing the Bank’s mortgage loans. Loans secured by real estate represent approximately ~~91%~~94% of the Bank’s total loans outstanding at ~~September~~June 30, ~~2020.~~2021. The majority of these loans are collateralized by properties located on Long Island and in the boroughs of NYC. While business activity in the NYC

metropolitan area has ~~started to improve,~~improved since the pandemic lows of 2020, the pace of the recovery ~~is slow and~~ remains uncertain. ~~An elevated level of unemployment~~These challenges may result in higher past due and ~~the significant business disruption experienced in the spring~~nonaccrual loans, TDRs and ~~summer cast some doubt on the extent of economic recovery that is possible in the near term and the ability of some businesses to continue operations.~~credit losses.

Future provisions and chargeoffs could also be affected by environmental impairment of properties securing the Bank’s mortgage loans. At the present time, management is not aware of any environmental pollution originating on or near properties securing the Bank’s loans that would materially affect the carrying value of such loans.

Cash Flows and Liquidity

Cash Flows. The Corporation’s primary sources of cash are deposits, maturities and amortization of loans and investment securities, operations and borrowings. The Corporation uses cash from these and other sources to fund loan growth, purchase investment securities, repay borrowings, expand and improve its physical facilities, pay cash dividends, repurchase its common stock and for general corporate purposes.

The Corporation’s cash and cash equivalent position at ~~September~~June 30, ~~2020~~2021 was ~~$163.9~~$191.0 million, updown from ~~$39.0~~$211.2 million at December 31, ~~2019.~~2020. The ~~increase~~decrease occurred primarily because cash used to repay borrowings, purchase securities, repurchase common stock and pay cash dividends exceeded cash provided by deposit growth, paydowns or repayments of securities and loans and ~~operations exceeded the cash used to repay borrowings, purchase securities, repurchase common stock and pay cash dividends.~~operations.

Securities ~~decreased $51.4~~increased $143.5 million during the first ~~nine~~six months of ~~2020,~~2021, from ~~$697.5~~$662.7 million at year-end ~~2019~~2020 to ~~$646.1~~$806.2 million at ~~September~~June 30, ~~2020.~~2021. The ~~decrease~~increase is primarily attributable to purchases of $268.0 million, partially offset by sales of $54.2 million and maturities and redemptions of ~~$109.4 million and sales of $64.5 million, partially offset by purchases of $120.9~~$65.6 million.

During the first ~~nine months~~half of ~~2020,~~2021, total deposits grew ~~$104.8~~$62.0 million, or ~~3.3%~~1.9%, to ~~$3.2~~$3.4 billion at ~~September~~June 30, ~~2020.~~2021. The increase was attributable to growth in checking deposits of ~~$253.1~~$110.9 million and savings, NOW and money market deposits of $154.4 million, partially offset by decreases in time deposits of ~~$66.6~~$203.3 million. The decrease in time deposits includes the maturity of $150.0 million ~~and savings, NOW and money market deposits of $81.6 million. Checking deposits include a portion of the proceeds of PPP loans.~~in brokered CDs used to hedge an interest rate swap which expired in May 2021.

~~In late September 2020, the Bank eliminated some inefficient leverage by selling mortgage-backed securities~~On November 28, 2021, corporate bonds with a ~~carrying~~current fair value of ~~$64.5~~$31.7 million and ~~using~~a weighted average fixed rate of 5.10% will convert to a floating rate. At current rates, the ~~proceeds along with excess cash of $66.8 million to prepay long-term debt of $128.7 million. The transactions resulted in an overall net loss of $3,000 with the gain on sale of securities~~weighted average floating rate would be 1.47% and ~~loss on extinguishment of debt essentially the same at $2.6 million each. The deleveraging is expected to benefit~~would reduce net interest ~~margin~~income in the fourth quarter ~~of 2020~~ by approximately 10$105,000. On a full quarter basis, ~~points and improve~~ the ~~leverage ratio.~~impact to net interest income would be approximately $293,000.

Liquidity. The Bank has a board committee approved liquidity policy and liquidity contingency plan, which are intended to ensure that the Bank has sufficient liquidity at all times to meet the ongoing needs of its customers in terms of credit and deposit outflows, take advantage of earnings enhancement opportunities and respond to liquidity stress conditions should they arise.

The Bank has both internal and external sources of liquidity that can be used to fund loan growth and accommodate deposit outflows. The Bank’s primary internal sources of liquidity are overnight investments, maturities and monthly payments on its investment securities and loan portfolios, operations and investment securities designated as available-for-sale. At ~~September~~June 30, ~~2020,~~2021, the Bank had approximately ~~$190.0~~$271.4 million of unencumbered available-for-sale securities.

The Bank is a member of the Federal Reserve Bank (“FRB”) of New York and the FHLB of New York and has a federal funds line with a commercial bank. In addition to customer deposits, the Bank’s primary external sources of liquidity are secured borrowings from the FRB of New York and FHLB of New York. In addition, the Bank can purchase overnight federal funds under its existing line and the Corporation can raise funds through its Dividend Reinvestment and Stock Purchase Plan. However, the Bank’s FRB of New York membership, FHLB of New York membership and federal funds line do not represent legal commitments to extend credit to the Bank. The amount that the Bank can potentially borrow is dependent on the amount of unencumbered eligible securities and loans that the Bank can use as collateral and the collateral margins required by the lenders. Based on the Bank’s unencumbered securities and loan collateral, a substantial portion of which is in place at the FRB of New York and FHLB of New York, the Bank had a borrowing capacity of approximately ~~$1.7~~$1.8 billion at ~~September~~June 30, ~~2020.~~2021.

Capital

Stockholders’ equity was ~~$397.7~~$416.6 million at ~~September~~June 30, ~~2020~~2021 versus ~~$389.1~~$407.1 million at December 31, ~~2019.~~2020. The increase was mainly due to net income of ~~$30.7~~$22.7 million, partially offset by cash dividends declared of ~~$13.1~~$9.0 million and common stock repurchases of ~~$5.9 million, a charge to retained earnings from the adoption of ASU 2016-13 of $2.3 million, and decreases in the after-tax value of derivative instruments of $1.5~~$4.1 million.

In accordance with the Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies have adopted, effective January 1, 2020, a final rule whereby financial institutions and financial institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio of greater than 9% (“qualifying

community banking organizations”), will be eligible to opt into a community bank leverage ratio (the “CBLR”) framework. Qualifying community banking organizations that elect to use the community bank leverage ratio framework and that maintain a leverage ratio of greater than 9% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the agencies’ capital rules and will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action statutes. The agencies reserved the authority to disallow the use of the community bank leverage ratio framework by a financial institution or holding company, based on the risk profile of the organization.

The Corporation and the Bank have elected to adopt the ~~alternative CBLR framework.~~community bank leverage ratio (“CBLR”) framework, which requires a leverage ratio of greater than 9.00%. As a qualifying community banking organization, the Corporation and the Bank may opt out of the CBLR framework in any subsequent quarter by completing its regulatory agency reporting using the traditional capital rules.

The Corporation’s capital management policy is designed to build and maintain capital levels that exceed regulatory standards and appropriately provide for growth. The Leverage Ratios of both the Corporation and the Bank at ~~September~~June 30, ~~2020~~2021 were ~~9.57%~~9.82%, and ~~9.58%, respectively.~~considered to have met the well capitalized ratio requirements under the Prompt Corrective Action statutes. The Corporation and the Bank elected the optional five-year transition period provided by the federal banking agencies for recognizing the regulatory capital impact of the implementation of CECL.

On April 6, 2020, the federal banking agencies issued interim final rules pursuant to section 4012 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES ~~Act,~~Act”), temporarily lowering the CBLR requirement to ~~8.00% through the end of 2020,~~ 8.50% for calendar year 2021 and returning to

9.00% in 2022. The CARES Act also provides that, during the same ~~time~~ period, if a qualifying community banking organization falls no more than 1% below the CBLR, it will have a two-quarter grace period to satisfy the CBLR.

The Corporation has a stock repurchase program under which it is authorized to purchase up to $65 million in shares of its common stock from time to time through open market purchases, privately negotiated transactions, or in any other manner that is compliant with applicable securities laws. During the first ~~quarter~~half of ~~2020,~~2021, the Corporation repurchased ~~261,700~~200,420 shares of its common stock at a total cost of ~~$5.9~~$4.1 million. Total repurchases completed since the commencement of the program in 2018 amount to ~~2,025,100~~2,341,020 shares at a cost of ~~$45.6~~$51.7 million. ~~The Corporation did not repurchase shares in the second and third quarters and expects~~We expect to ~~restart its share repurchase program~~continue repurchases during ~~the fourth quarter of 2020.~~2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Bank invests in interest-earning assets, which are funded by interest-bearing deposits and borrowings, noninterest-bearing deposits and capital. The Bank’s results of operations are subject to risk resulting from interest rate fluctuations generally and having assets and liabilities that have different maturity, repricing and prepayment/withdrawal characteristics. The Bank defines interest rate risk as the risk that the Bank's net interest income ~~and/or~~and economic value of equity (“EVE”) will change when interest rates change. The principal objective of the Bank’s asset liability management activities is to optimize current and future net interest income while at the same time maintain acceptable levels of interest rate and liquidity risk and facilitate the funding needs of the Bank.

The Bank monitors and manages interest rate risk through a variety of techniques including traditional gap analysis and the use of interest rate sensitivity models. Both gap analysis and interest rate sensitivity modeling involve a variety of significant estimates and assumptions and are done at a specific point in time. Changes in the estimates and assumptions made in gap analysis and interest rate sensitivity modeling could have a significant impact on projected results and conclusions. Therefore, these techniques may not accurately reflect the actual impact of changes in the interest rate environment on the Bank’s net interest income or EVE.

~~Through the use of~~Using interest rate sensitivity modeling, the Bank projects net interest income over a five-year ~~time~~ period assuming a static balance sheet and no changes in interest rates from current levels. Utilization of a static balance sheet ensures that interest rate risk embedded in the Bank’s current balance sheet is not masked by assumed balance sheet growth or contraction. Net interest income is projected over a five-year ~~time~~ period utilizing various interest rate change scenarios, including both ramped and shocked changes as well as changes in the shape of the yield curve. The interest rate scenarios modeled are based on ~~among other things,~~ the shape of the current yield curve and the relative level of rates and management’s expectations as to potential future yield curve shapes and rate levels.

The Bank also uses interest rate sensitivity modeling to calculate EVE in the current rate environment assuming shock increases and decreases in interest rates. EVE is the difference between the present value of expected future cash flows from the Bank’s assets and the present value of the expected future cash flows from the Bank’s liabilities. Present values are determined using discount rates that management believes are reflective of current market conditions. EVE can capture long-term interest rate risk that would not be captured in a five-year projection of net interest income.

In utilizing interest rate sensitivity modeling to project net interest income and calculate EVE, management makes a variety of estimates and assumptions which include, among others, the following: (1) how much and when yields and costs on individual categories of interest-earning assets and interest-bearing liabilities will change in response to projected changes in market interest rates; (2) future cash flows, including prepayments of mortgage assets and calls of municipal securities; (3) cash flow reinvestment assumptions; (4) appropriate discount rates to be applied to loan, deposit and borrowing cash flows; and (5) decay or runoff rates for nonmaturity deposits such as checking, savings, NOW and money market accounts. The repricing of loans and borrowings and the reinvestment of loan and

security cash flows are generally assumed to be impacted by the full amount of each assumed rate change, while the repricing of nonmaturity deposits is not. For nonmaturity deposits, management makes estimates of how much and when it will need to change the rates paid on the Bank’s various nonmaturity deposit products in response to changes in general market interest rates. These estimates are based on, among other things, product type, management’s experience with needed deposit rate adjustments in prior interest rate change cycles, the results of a nonmaturity deposit study conducted by an independent consultant and updated on a periodic basis and management’s assessment of competitive conditions in its marketplace.

The information provided in the following table is based on a variety of estimates and assumptions that management believes to be reasonable, the more significant of which are set forth hereinafter. The base case information in the table shows: (1) a calculation of the Corporation’s EVE at ~~September~~June 30, ~~2020~~2021 arrived at by discounting estimated future cash flows at rates that management believes are reflective of current market conditions; and (2) an estimate of net interest income for the year ending ~~September~~June 30, ~~2021~~2022 assuming a static balance sheet, the adjustment of repricing balances to current rate levels, and the reinvestment at current rate levels of cash flows from maturing assets and liabilities in a mix of assets and liabilities that is intended to substantially reflect the Bank’s strategic plan. In addition, in calculating EVE, cash flows for nonmaturity deposits are assumed to have an overall life of ~~6.4~~6.1 years based on the current mix of such deposits and the most recently updated nonmaturity deposit study.

The rate change information in the following table shows estimates of net interest income for the year ending ~~September~~June 30, ~~2021~~2022 and calculations of EVE at ~~September~~June 30, ~~2020~~2021 assuming rate changes of plus 100, 200 and 300 ~~basis points~~bps and minus 100 ~~basis points.~~bps. The rate change scenarios were selected based on ~~among other things, the relative level of~~ current interest rates and: (1) are assumed to be shock or immediate changes for both EVE and net interest income; (2) occur uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities; and (3) impact the repricing and reinvestment of all assets and liabilities, except nonmaturity deposits, by the full amount of the rate change. In projecting future net interest income under the indicated rate change scenarios, activity is simulated by assuming that cash flows from maturing assets and liabilities are reinvested in a mix of assets and liabilities that is intended to substantially reflect the Bank’s strategic plan. The changes in EVE from the base case have not been tax affected.



	Economic Value of Equity			Net Interest Income for			Economic Value of Equity			Net Interest Income for
	at September 30, 2020			Year Ending September 30, 2021			at June 30, 2021			Year Ending June 30, 2022
			Percent Change			Percent Change			Percent Change			Percent Change
			From			From			From			From
Rate Change Scenario (dollars in thousands)	Amount		Base Case	Amount		Base Case	Amount		Base Case	Amount		Base Case
+ 300 basis point rate shock	$	548,630	-0.8%	$	100,185	-2.7%	$	613,419	-7.4%	$	98,721	-4.2%
+ 200 basis point rate shock		561,803	1.5%		101,805	-1.1%		637,600	-3.8%		100,561	-2.4%
+ 100 basis point rate shock		568,214	2.7%		102,980	0.1%		660,018	-0.4%		102,241	-0.8%
Base case (no rate change)		553,291	—		102,926	—		662,665	—		103,030	—
- 100 basis point rate shock		454,178	-17.9%		101,619	-1.3%		580,035	-12.5%		97,893	-5.0%

As shown in the preceding table, assuming a static balance sheet, an immediate increase in interest rates of 100, 200 or 300 ~~basis points~~bps could negatively impact the Bank’s net interest income for the year ending ~~September~~June 30, ~~2021~~2022 because ~~among other things, the Bank would need to pay more for borrowings and it is assumed~~ the Bank would need to increase the rates paid on its ~~non-maturity~~nonmaturity deposits in order to remain competitive. Unlike ~~non-maturity~~nonmaturity deposits and short-term borrowings, the Bank’s securities and almost all of its loans are not subject to immediate repricing with changes in market rates. An immediate decrease in interest rates of 100 ~~basis points~~bps could also negatively impact the Bank’s net interest income and EVE for the same ~~time~~ period due to the inability to reduce interest rates on deposit accounts below zero. Changes in management’s estimates as to the rates that will need to be paid on ~~non-maturity~~nonmaturity deposits could have a significant impact on the net interest income amounts shown for each scenario in the table.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated into it by reference contain or may contain various forward-looking statements. These forward-looking statements include statements of goals; intentions and expectations; estimates of risks and of future costs and benefits; assessments of probable credit losses; assessments of market risk; and statements of the ability to achieve financial and other goals. Forward-looking statements are typically identified by words such as “would,” “should,” “could,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties which may change over time. Forward-looking statements speak only as of the date they are made. We do not assume any duty and do not undertake to update our forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that we anticipated in our forward-looking statements and future results could differ materially from historical performance.

Our forward-looking statements are subject to the following principal risks and uncertainties: the recent and continuing global pandemic, general economic conditions and trends, either nationally or locally; conditions in the securities markets; fluctuations in the trading price of our common stock; changes in interest

rates; changes in the shape of the yield curve; changes in deposit flows, and in the demand for deposit and loan products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios; changes in competitive pressures among financial institutions or from non-financial institutions; our ability to retain key members of management; changes in legislation, regulation, and policies; and a variety of other matters which, by their nature, are subject to significant uncertainties. In addition, the pandemic is having an adverse impact on the Corporation, its customers and the communities it serves. The adverse effect of the pandemic on the Corporation, its customers and the communities where it operates may continue to adversely affect the Corporation’s business, results of operations and financial condition for an indefinite period of time. We provide greater detail regarding some of these factors in the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, in Part I under “Item 1A. Risk ~~Factors,~~Factors.” ~~and in Part II under Item 1A. of Form 10-Q for the quarter ended March 31, 2020.~~ Our forward-looking statements may also be subject to other risks and uncertainties, including those that we may discuss elsewhere in other documents we file with the SEC from time to time.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Corporation’s Principal Executive Officer, Christopher Becker, and Principal Financial Officer, Jay P. McConie, have evaluated the Corporation’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as of the

end of the period covered by this report. Based upon that evaluation, they have concluded that the Corporation’s disclosure controls and procedures are effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the ~~third~~second quarter of ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~In the ordinary course of business,~~From time to time, the Corporation is ~~party to~~involved in various legal actions ~~which are incidental to~~and claims arising in the ~~operation~~normal course of its business. ~~Although the ultimate outcome and amount of liability, if any, with respect to these legal actions cannot presently be ascertained with certainty, in~~In the opinion of management, ~~based upon information currently available~~these legal actions and claims are not expected to ~~us, any resulting liability is believed to be immaterial to~~have a material adverse impact on the Corporation's ~~consolidated~~ financial ~~position,~~condition and results of ~~operations and cash flows.~~operations.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors, in the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2019, as supplemented by the disclosure in Item 1A. Risk Factors, included in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31,~~ 2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Not~~(c) Stock Repurchases. The Corporation has a stock repurchase program under which it is authorized to purchase shares of its common stock from time to time through open market purchases, privately negotiated transactions, or in any other manner that is compliant with applicable securities laws. The details of the Corporation’s purchases under the stock repurchase program in the second quarter of 2021 are set forth in the table that follows.

ISSUER PURCHASES OF EQUITY SECURITIES



				Total Number of Shares	Maximum Dollar Value of
	Total Number	Average		Purchased as Part of	Shares that May Yet
	of Shares	Price Paid		Publicly Announced	be Purchased Under
Period	Purchased	Per Share		Plans or Programs	the Plans or Programs (1)
April 2021	—		—	—		$15,353,793
May 2021	92,533		$22.695	92,533		$13,253,794
June 2021	—		—	—		$13,253,794
Total	92,533		$22.695	92,533

(1) On October 26, 2018, the Corporation’s Board of Directors approved a $20 million stock repurchase program which was announced on October 30, 2018. An additional $30 million was approved on April 16, 2019 and announced on April 18, 2019. On January 30, 2020, the Board of Directors approved an additional $15 million in stock repurchases, which was announced on January 31, 2020, for a total program size of $65 million. The Corporation’s stock repurchase program does not have a fixed expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

Not applicable

ITEM 6. EXHIBITS

See Index of Exhibits that follows.

‎

INDEX OF EXHIBITS


Exhibit No.	Description of Exhibit
10.1	The First of Long Island Corporation 2021 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 12, 2021 (File No. 001-32964))
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and U.S.C. Section 1350
101	The following materials from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2020,~~2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of Section l3 or l5(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	THE FIRST OF LONG ISLAND CORPORATION
	(Registrant)

Dated: ~~November 6, 2020~~August 4, 2021	By /s/ CHRISTOPHER BECKER
	Christopher Becker, President & Chief Executive Officer
	(principal executive officer)

	By /s/ JAY P. MCCONIE
	Jay P. McConie, Executive Vice President, Chief
	Financial Officer & Treasurer
	(principal financial officer)

	By /s/ WILLIAM APRIGLIANO
	William Aprigliano, Senior Vice President & Chief
	Accounting Officer
	(principal accounting officer)



		January 1, 2020
						Impact of
		As Reported		Pre-ASC 326		ASC 326
(in thousands)		Under ASC 326		Adoption		Adoption
Assets:
Allowance for credit losses on loans:
Commercial and industrial	$	1,249	$	1,493	$	(244)
Commercial mortgages:
Multifamily		8,210		7,151		1,059
Other		3,451		3,498		(47)
Owner-occupied		1,699		921		778
Residential mortgages:
Closed end		17,054		15,698		1,356
Revolving home equity		509		515		(6)
Consumer and other		5		13		(8)
	$	32,177	$	29,289	$	2,888
Liabilities:
Allowance for credit losses on off-balance sheet credit exposures	$	605	$	175	$	430



(in thousands)	Balance at ‎1/1/19		Chargeoffs		Recoveries		Provision (Credit) for Loan Losses		Balance at ‎9/30/19
Commercial and industrial	$	1,158	$	492	$	18	$	685	$	1,369
Commercial mortgages:
Multifamily		5,851		—		—		968		6,819
Other		3,783		—		—		(394)		3,389
Owner-occupied		743		—		—		315		1,058
Residential mortgages:
Closed end		18,844		433		1		(1,711)		16,701
Revolving home equity		410		358		—		454		506
Consumer and other		49		1		4		(38)		14
	$	30,838	$	1,284	$	23	$	279	$	29,856


	December 31, 2019
	Internally Assigned Risk Rating
					Special
(in thousands)	Pass		Watch		Mention		Substandard		Doubtful		Not Rated		Total
Commercial and industrial	$	100,095	$	—	$	3,493	$	291	$	—	$	—	$	103,879
Commercial mortgages:
Multifamily		831,360		—		3,653		—		—		—		835,013
Other		437,655		—		9,829		—		—		—		447,484
Owner-occupied		113,534		—		4,757		501		—		—		118,792
Residential mortgages:
Closed end		1,619,034		306		890		1,189		—		—		1,621,419
Revolving home equity		58,816		415		—		—		—		—		59,231
Consumer and other		1,644		—		—		268		—		519		2,431
	$	3,162,138	$	721	$	22,622	$	2,249	$	—	$	519	$	3,188,249