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 30, 2021~~March 31, 2022

[ ] 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 31, 2021,~~April 29, 2022, the registrant had ~~23,617,494~~23,125,403 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	65
	Notes to Unaudited Consolidated Financial Statements	76
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2017
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	2824
ITEM 4.	Controls and Procedures	3026
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	3026
ITEM 1A.	Risk Factors	3026
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3026
ITEM 3.	Defaults Upon Senior Securities	3026
ITEM 4.	Mine Safety Disclosures	3027
ITEM 5.	Other Information	3027
ITEM 6.	Exhibits	3127
	Signatures	3329

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)



	September 30,		December 31,		March 31,		December 31,
(dollars in thousands)	2021		2020		2022		2021
Assets:
Cash and cash equivalents	$	259,066	$	211,182	$	85,811	$	43,675
Investment securities available-for-sale, at fair value		775,747		662,722		682,984		734,318

Loans:
Commercial and industrial		67,379		100,015		103,870		90,386
SBA Paycheck Protection Program		65,505		139,487		12,377		30,534
Secured by real estate:
Commercial mortgages		1,506,382		1,421,071		1,870,546		1,736,612
Residential mortgages		1,215,395		1,316,727		1,191,691		1,202,374
Home equity lines		46,072		54,005		45,820		44,139
Consumer and other		680		2,149		2,021		991
		2,901,413		3,033,454		3,226,325		3,105,036
Allowance for credit losses		(29,516)		(33,037)		(30,287)		(29,831)
		2,871,897		3,000,417		3,196,038		3,075,205

Restricted stock, at cost		19,935		20,814		18,123		21,524
Bank premises and equipment, net		37,768		38,830		37,971		37,523
Right-of-use asset - operating leases		9,903		12,212		8,006		8,438
Bank-owned life insurance		87,202		85,432		108,573		107,831
Pension plan assets, net		20,356		20,109		19,129		19,097
Deferred income tax benefit		1,462		1,375		15,338		3,987
Other assets		13,520		16,048		18,705		17,191
	$	4,096,856	$	4,069,141	$	4,190,678	$	4,068,789
Liabilities:
Deposits:
Checking	$	1,393,555	$	1,208,073	$	1,479,806	$	1,400,998
Savings, NOW and money market		1,748,048		1,679,161		1,736,821		1,685,410
Time		229,943		434,354		328,763		228,837
		3,371,546		3,321,588		3,545,390		3,315,245

Short-term borrowings		50,000		60,095		50,000		125,000
Long-term debt		226,002		246,002		186,322		186,322
Operating lease liability		11,462		13,046		10,609		11,259
Accrued expenses and other liabilities		17,963		21,292		8,896		17,151
		3,676,973		3,662,023		3,801,217		3,654,977
Stockholders' Equity:
Common stock, par value $0.10 per share:
Authorized, 80,000,000 shares;
Issued and outstanding, 23,606,212 and 23,790,589 shares		2,361		2,379
Issued and outstanding, 23,106,070 and 23,240,596 shares						2,311		2,324
Surplus		101,197		105,547		89,362		93,480
Retained earnings		315,957		295,622		327,785		320,321
		419,515		403,548		419,458		416,125
Accumulated other comprehensive income, net of tax		368		3,570
Accumulated other comprehensive loss, net of tax						(29,997)		(2,313)
		419,883		407,118		389,461		413,812
	$	4,096,856	$	4,069,141	$	4,190,678	$	4,068,789

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



	Nine Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
(in thousands, except per share data)	2021		2020		2021		2020		2022		2021
Interest and dividend income:
Loans	$	79,431	$	83,349	$	25,975	$	26,461	$	27,386	$	26,706
Investment securities:
Taxable		6,269		9,972		2,191		3,223		1,668		1,833
Nontaxable		6,535		7,520		2,073		2,454		1,968		2,248
		92,235		100,841		30,239		32,138		31,022		30,787
Interest expense:
Savings, NOW and money market deposits		3,451		7,946		1,191		1,307		763		1,066
Time deposits		4,818		8,487		921		2,559		945		2,304
Short-term borrowings		1,062		1,219		362		334		441		350
Long-term debt		3,468		6,177		1,157		2,020		868		1,165
		12,799		23,829		3,631		6,220		3,017		4,885
Net interest income		79,436		77,012		26,608		25,918		28,005		25,902
Provision (credit) for credit losses		(3,058)		2,450		(1,449)		—		433		(986)
Net interest income after provision (credit) for credit losses		82,494		74,562		28,057		25,918		27,572		26,888

Noninterest income:
Investment services income		1,034		1,620		243		553
Bank-owned life insurance										742		579
Service charges on deposit accounts		2,170		2,267		752		661		726		683
Net gains on sales of securities		606		2,556		—		2,556		—		606
Other		5,404		4,502		1,860		1,586		1,956		1,664
		9,214		10,945		2,855		5,356		3,424		3,532
Noninterest expense:
Salaries and employee benefits		29,663		28,278		9,748		9,365		9,755		10,070
Occupancy and equipment		10,446		9,324		4,102		3,191		2,951		3,277
Debt extinguishment		—		2,559		—		2,559
Other		8,910		8,496		2,891		3,024		3,063		3,102
		49,019		48,657		16,741		18,139		15,769		16,449
Income before income taxes		42,689		36,850		14,171		13,135		15,227		13,971

Income tax expense		8,612		6,176		2,749		2,368		3,144		2,704
Net income	$	34,077	$	30,674	$	11,422	$	10,767	$	12,083	$	11,267

Weighted average:
Common shares		23,720,578		23,867,726		23,646,172		23,860,764		23,178,475		23,781,326
Dilutive stock options and restricted stock units		97,291		38,678		112,074		37,773		99,214		83,423
		23,817,869		23,906,404		23,758,246		23,898,537		23,277,689		23,864,749
Earnings per share:
Basic		$1.44		$1.29		$0.48		$0.45		$0.52		$0.47
Diluted		1.43		1.28		0.48		0.45		0.52		0.47

Cash dividends declared per share		0.58		0.55		0.20		0.19		0.20		0.19

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Nine Months Ended
Three Months Ended
September 30,
September 30,
(in thousands)
2021
2020
2021
2020
Net income
$
34,077
$
30,674
$
11,422
$
10,767
Other comprehensive income (loss):
Change in net unrealized holding gains on
‎ available-for-sale securities
(7,345)
77
(3,225)
485
Change in net unrealized loss on derivative instruments
2,815
(2,152)
315
1,250
Other comprehensive income (loss) before income taxes
(4,530)
(2,075)
(2,910)
1,735
Income tax benefit
(1,328)
(621)
(896)
521
Other comprehensive income (loss)
(3,202)
(1,454)
(2,014)
1,214
Comprehensive income
$
30,875
$
29,220
$
9,408
$
11,981



	Three Months Ended March 31,
(in thousands)	2022		2021
Net income	$	12,083	$	11,267
Other comprehensive loss:
Change in net unrealized holding gains or losses on ‎ available-for-sale securities		(41,556)		(7,867)
Change in net unrealized loss on derivative instruments		1,547		1,614
Other comprehensive loss before income taxes		(40,009)		(6,253)
Income tax benefit		(12,325)		(1,858)
Other comprehensive loss		(27,684)		(4,395)
Comprehensive income (loss)	$	(15,601)	$	6,872

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)



	Nine Months Ended September 30, 2021											Three Months Ended March 31, 2022
								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		Loss		Total
Balance, January 1, 2021	23,790,589	$	2,379	$	105,547	$	295,622	$	3,570	$	407,118
Balance, January 1, 2022												23,240,596	$	2,324	$	93,480	$	320,321	$	(2,313)	$	413,812
Net income							11,267				11,267							12,083				12,083
Other comprehensive loss									(4,395)		(4,395)									(27,684)		(27,684)
Repurchase of common stock	(107,887)		(11)		(1,989)						(2,000)	(202,886)		(20)		(4,480)						(4,500)
Shares withheld upon the vesting
and conversion of RSUs	(16,918)		(2)		(318)						(320)	(25,628)		(3)		(542)						(545)
Common stock issued under
stock compensation plans	94,627		10		152						162	75,483		8		8						16
Common stock issued under
dividend reinvestment and
stock purchase plan	22,341		2		416						418	18,505		2		380						382
Stock-based compensation					390						390					516						516
Cash dividends declared							(4,518)				(4,518)							(4,619)				(4,619)
Balance, March 31, 2021	23,782,752		2,378		104,198		302,371		(825)		408,122
Net income							11,388				11,388
Other comprehensive income									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	6,229		1		35						36
Stock-based compensation					525						525
Cash dividends declared							(4,503)				(4,503)
Balance, June 30, 2021	23,695,017		2,370		102,636		309,256		2,382		416,644
Net income							11,422				11,422
Other comprehensive loss									(2,014)		(2,014)
Repurchase of common stock	(100,845)		(10)		(2,190)						(2,200)
Shares withheld upon the vesting
and conversion of RSUs	(133)				(3)						(3)
Common stock issued under
stock compensation plans	2,207				37						37
Common stock issued under
dividend reinvestment and
stock purchase plan	9,966		1		203						204
Stock-based compensation					514						514
Cash dividends declared							(4,721)				(4,721)
Balance, September 30, 2021	23,606,212	$	2,361	$	101,197	$	315,957	$	368	$	419,883
Balance, March 31, 2022												23,106,070	$	2,311	$	89,362	$	327,785	$	(29,997)	$	389,461

~~See notes to unaudited consolidated financial statements~~

‎



	Nine Months Ended September 30, 2020											Three Months Ended March 31, 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, March 31, 2020	23,806,901		2,381		105,156		276,913		(8,241)		376,209
Net income							10,759				10,759
Other comprehensive income									6,168		6,168
Common stock issued under
stock compensation plans	41,725		4		32						36
Stock-based compensation					859						859
Cash dividends declared							(4,293)				(4,293)
Balance, 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, March 31, 2021												23,782,752	$	2,378	$	104,198	$	302,371	$	(825)	$	408,122

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Nine Months Ended September 30,				Three Months Ended March 31,
(in thousands)	2021		2020		2022		2021
Cash Flows From Operating Activities:
Net income	$	34,077	$	30,674	$	12,083	$	11,267
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (credit) for credit losses		(3,058)		2,450		433		(986)
Provision (credit) for deferred income taxes		1,241		(1,458)
Provision for deferred income taxes						974		1,234
Depreciation and amortization of premises and equipment		3,336		3,141		804		1,023
Amortization of right-of-use asset - operating leases		1,558		1,635		432		519
Premium amortization on investment securities, net		1,685		1,182		466		661
Net gains on sales of securities		(606)		(2,556)
Net gain on sales of securities						—		(606)
Stock-based compensation expense		1,429		1,425		516		390
Accretion of cash surrender value on bank-owned life insurance		(1,770)		(1,731)		(742)		(579)
Pension credit		(247)		(197)		(32)		(82)
Decrease in other liabilities		(2,301)		(5,005)		(2,709)		(845)
Other decreases (increases) in assets		3,434		(2,713)
Other increases in assets						(1,498)		(223)
Net cash provided by operating activities		38,778		26,847		10,727		11,773
Cash Flows From Investing Activities:
Available-for-sale securities:
Proceeds from sales		54,192		64,453		—		54,192
Proceeds from maturities and redemptions		93,162		109,354		14,054		32,856
Purchases		(268,803)		(120,918)		(4,742)		(263,402)
Net decrease in loans		131,578		150,296
Net (increase) decrease in loans						(121,266)		6,749
Net decrease in restricted stock		879		8,870		3,401		757
Purchases of premises and equipment, net		(2,327)		(1,815)		(1,252)		(558)
Net cash provided by investing activities		8,681		210,240
Net cash used in investing activities						(109,805)		(169,406)
Cash Flows From Financing Activities:
Net increase in deposits		49,958		104,830		230,145		215,120
Net decrease in short-term borrowings		(10,095)		(133,002)		(75,000)		(3,289)
Proceeds from long-term debt		—		120,000
Repayment of long-term debt		(20,000)		(184,470)		—		(20,000)
Proceeds from issuance of common stock, net of shares withheld		401		(738)		(163)		231
Repurchase of common stock		(6,300)		(5,937)		(4,500)		(2,000)
Cash dividends paid		(13,539)		(12,886)		(9,268)		(9,037)
Net cash provided by (used in) financing activities		425		(112,203)
Net cash provided by financing activities						141,214		181,025
Net increase in cash and cash equivalents		47,884		124,884		42,136		23,392
Cash and cash equivalents, beginning of year		211,182		38,968		43,675		211,182
Cash and cash equivalents, end of period	$	259,066	$	163,852	$	85,811	$	234,574
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest	$	13,276	$	24,109	$	2,932	$	4,929
Income taxes		8,411		7,432		430		157
Operating cash flows from operating leases		1,856		2,019		720		616
Noncash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities		—		423
Cash dividends payable		4,721		4,534

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, ~~2020.~~2021.

The consolidated financial information included herein as of and for the periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 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, ~~2020~~2021 consolidated balance sheet was derived from the Corporation's December 31, ~~2020~~2021 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.

2 - COMPREHENSIVE INCOME

Comprehensive income includes net income and 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 (“AFS”) 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
September 30,
September 30,
(in thousands)
2021
2020
2021
2020
Change in net unrealized holding gains (losses)
on available-for-sale securities:
Change arising during the period
$
(6,739)
$
2,633
$
(3,225)
$
3,041
Reclassification adjustment for gains included in net income (1)
(606)
(2,556)
—
(2,556)
(7,345)
77
(3,225)
485
Tax effect
(2,151)
25
(993)
146
(5,194)
52
(2,232)
339
Change in unrealized loss on derivative instruments:
Amount of gain (loss) during the period
266
(4,788)
(1)
(20)
Reclassification adjustment for net interest expense
included in net income (2)
2,549
2,636
316
1,270
2,815
(2,152)
315
1,250
Tax effect
823
(646)
97
375
1,992
(1,506)
218
875
Other comprehensive income (loss)
$
(3,202)
$
(1,454)
$
(2,014)
$
1,214



	Three Months Ended
	March 31,
(in thousands)	2022		2021
Change in net unrealized holding gains or losses on available-for-sale securities:
Change arising during the period	$	(41,556)	$	(7,261)
Reclassification adjustment for gains included in net income (1)		—		(606)
		(41,556)		(7,867)
Tax effect		(12,800)		(2,311)
		(28,756)		(5,556)
Change in unrealized loss on derivative instrument:
Amount of gain during the period		1,248		300
Reclassification adjustment for net interest expense included in net income (2)		299		1,314
		1,547		1,614
Tax effect		475		453
		1,072		1,161
Other comprehensive loss	$	(27,684)	$	(4,395)

(1) Represents net realized gains arising from the sale of ~~available-for-sale~~AFS securities. These net gains are included in the consolidated statements of income in the line item “Net gains on sales of securities.”

(2) 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)	12/31/20		Change		9/30/21		12/31/21		Change		3/31/22
Unrealized holding gains on available-for-sale securities	$	9,425	$	(5,194)	$	4,231
Unrealized holding gains (losses) on available-for-sale securities							$	1,955	$	(28,756)	$	(26,801)
Unrealized actuarial loss on pension plan		(2,153)		—		(2,153)		(3,056)		—		(3,056)
Unrealized loss on derivative instruments		(3,702)		1,992		(1,710)		(1,212)		1,072		(140)
Accumulated other comprehensive income, net of tax	$	3,570	$	(3,202)	$	368
Accumulated other comprehensive loss, net of tax							$	(2,313)	$	(27,684)	$	(29,997)

3 - INVESTMENT SECURITIES

The following tables set forth the amortized cost and estimated fair values of the Bank’s AFS investment securities ~~all of which were available-for-sale. There was 0 allowance for credit losses associated with~~at the ~~investment securities portfolio at September 30, 2021 or December 31, 2020.~~dates indicated.



	September 30, 2021								March 31, 2022
			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	$	319,649	$	11,670	$	(556)	$	330,763	$	313,076	$	2,389	$	(6,608)	$	308,857
Pass-through mortgage securities		215,793		1,139		(4,170)		212,762		185,139		13		(16,878)		168,274
Collateralized mortgage obligations		115,194		134		(1,890)		113,438		104,502		1		(9,817)		94,686
Corporate bonds		119,000		90		(306)		118,784		119,000		—		(7,833)		111,167
	$	769,636	$	13,033	$	(6,922)	$	775,747	$	721,717	$	2,403	$	(41,136)	$	682,984

	December 31, 2020								December 31, 2021
State and municipals	$	348,260	$	15,951	$	—	$	364,211	$	315,747	$	11,600	$	(176)	$	327,171
Pass-through mortgage securities		128,843		2,881		(4)		131,720		187,494		54		(4,591)		182,957
Collateralized mortgage obligations		53,163		599		(51)		53,711		109,254		67		(3,239)		106,082
Corporate bonds		119,000		—		(5,920)		113,080		119,000		—		(892)		118,108
	$	649,266	$	19,431	$	(5,975)	$	662,722	$	731,495	$	11,721	$	(8,898)	$	734,318

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, investment securities with a carrying value of ~~$336.3~~$390.7 million and ~~$380.7~~$425.0 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 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

There was 0 allowance for credit losses associated with the investment securities portfolio at March 31, 2022 or December 31, 2021.

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, 2021												March 31, 2022
	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	$	21,749	$	(556)	$	—	$	—	$	21,749	$	(556)	$	95,119	$	(5,579)	$	3,125	$	(1,029)	$	98,244	$	(6,608)
Pass-through mortgage securities		184,447		(4,170)		—		—		184,447		(4,170)		46,412		(3,064)		120,764		(13,814)		167,176		(16,878)
Collateralized mortgage obligations		105,821		(1,890)		—		—		105,821		(1,890)		31,315		(3,033)		60,940		(6,784)		92,255		(9,817)
Corporate bonds		—		—		30,694		(306)		30,694		(306)		82,480		(5,520)		28,687		(2,313)		111,167		(7,833)
Total temporarily impaired	$	312,017	$	(6,616)	$	30,694	$	(306)	$	342,711	$	(6,922)	$	255,326	$	(17,196)	$	213,516	$	(23,940)	$	468,842	$	(41,136)

	December 31, 2020												December 31, 2021
State and municipals													$	18,429	$	(176)	$	—	$	—	$	18,429	$	(176)
Pass-through mortgage securities	$	1,871	$	(4)	$	—	$	—	$	1,871	$	(4)		179,575		(4,529)		1,641		(62)		181,216		(4,591)
Collateralized mortgage obligations		24,970		(51)		—		—		24,970		(51)		99,305		(3,239)		—		—		99,305		(3,239)
Corporate bonds		—		—		113,080		(5,920)		113,080		(5,920)		87,620		(380)		30,488		(512)		118,108		(892)
Total temporarily impaired	$	26,841	$	(55)	$	113,080	$	(5,920)	$	139,921	$	(5,975)	$	384,929	$	(8,324)	$	32,129	$	(574)	$	417,058	$	(8,898)

State and Municipals

At ~~September 30, 2021,~~March 31, 2022, approximately ~~$21.7~~$98.2 million of state and municipal bonds had an unrealized loss of ~~$556,000.~~$6.6 million. 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 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.

Pass-through Mortgage Securities

At ~~September 30, 2021,~~March 31, 2022, approximately ~~$184.4~~$167.2 million of pass-through mortgage security had an unrealized loss of ~~$4.2~~$16.9 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 ~~September 30, 2021,~~March 31, 2022, approximately ~~$105.8~~$92.3 million of collateralized mortgage obligations had an unrealized loss of ~~$1.9~~$9.8 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 30, 2021,~~March 31, 2022, approximately ~~$30.7~~$111.2 million of the corporate bonds had an unrealized loss of ~~$306,000.~~$7.8 million. The ~~Bank’s~~ corporate ~~bond portfolio represents~~bonds represent 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~~Fargo. Each of the corporate bonds has a stated maturity of ten years and ~~mature~~matures in 2028. The bonds reprice quarterly based on the ten year constant maturity swap rate.

Each of the financial institutions is considered upper medium investment grade and rated A3 or higher. The ~~improvement in the~~ unrealized loss ~~during the quarter~~ is attributable to ~~a tightening~~changes in credit spreads and ~~an increase in long-term~~ interest ~~rates.~~rates and the illiquid nature of the securities. The Bank does not ~~intend~~have the intent 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 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 30, 2021.~~March 31, 2022.

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



	Nine Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
(in thousands)	2021		2020		2021		2020		2022		2021
Proceeds	$	54,192	$	64,453	$	—	$	64,453	$	—	$	54,192

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

Income tax expense related to the net realized gains for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 was $187,000.

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 30, 2021~~March 31, 2022 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
$
4,107
$
4,121
After 1 through 5 years
81,416
83,688
After 5 through 10 years
219,168
222,761
After 10 years
133,958
138,977
Mortgage-backed securities
330,987
326,200
$
769,636
$
775,747



(in thousands)	Amortized Cost		Fair Value
Within one year	$	8,161	$	8,179
After 1 through 5 years		89,105		89,486
After 5 through 10 years		211,006		203,407
After 10 years		123,804		118,952
Mortgage-backed securities		289,641		262,960
	$	721,717	$	682,984

4 - LOANS

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




(in thousands)	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Commercial and industrial	$	67,379	$	100,015	$	103,870	$	90,386
SBA PPP		65,505		139,487		12,377		30,534
Commercial mortgages:
Multifamily		771,801		776,976		942,880		864,207
Other		584,199		513,176		734,259		700,872
Owner-occupied		150,382		130,919		193,407		171,533
Residential mortgages:
Closed end		1,215,395		1,316,727		1,191,691		1,202,374
Revolving home equity		46,072		54,005		45,820		44,139
Consumer and other		680		2,149		2,021		991
	$	2,901,413	$	3,033,454	$	3,226,325	$	3,105,036

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 allowance for credit losses (“ACL” or “allowance”). Due to the extensive ~~historical~~ loss data available, management ~~has determined that~~selected the vintage approach ~~is the most appropriate method of measuring~~to measure 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~~PD/LGD (probability of default/loss given default) method is used to measure historical ~~losses since contractual lives are not readily discernable and balances can fluctuate throughout the life of the lines. Finally, no~~losses. 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,~~gross

domestic product (“GDP”), vacancies, 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 following risks reflected~~Growth in commercial mortgages and commercial and industrial loans was the main driver of the provision recorded in the ~~Bank’s Q-factors showed improvement in the third~~first quarter of ~~2021 and, together with a decline~~2022, partially offset by declines in historical loss rates, ~~were the key drivers~~improvements in ~~estimating the ACL at September 30, 2021:~~

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

~~past due and problem loans, and~~

~~current and forecasted economic conditions.~~other portfolio metrics.

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



(in thousands)	Balance at ‎1/1/2021		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎9/30/2021		Balance at ‎1/1/2022		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎3/31/22
Commercial and industrial	$	1,416	$	227	$	188	$	(519)	$	858	$	888	$	4	$	27	$	131	$	1,042
SBA PPP		209		—		—		(111)		98		46		—		—		(27)		19
Commercial mortgages:
Multifamily		9,474		544		—		(1,103)		7,827		8,154		—		—		230		8,384
Other		4,913		—		—		859		5,772		6,478		—		—		237		6,715
Owner-occupied		1,905		165		91		180		2,011		2,515		—		—		207		2,722
Residential mortgages:
Closed end		14,706		79		19		(2,205)		12,441		11,298		—		—		(282)		11,016
Revolving home equity		407		—		254		(156)		505		449		—		—		(73)		376
Consumer and other		7		1		1		(3)		4		3		—		—		10		13
	$	33,037	$	1,016	$	553	$	(3,058)	$	29,516	$	29,831	$	4	$	27	$	433	$	30,287

(in thousands)
Balance at
‎7/1/2021
Chargeoffs
Recoveries
Provision (Credit) for Credit Losses
Balance at
‎9/30/2021
Commercial and industrial
$
1,008
$
—
$
20
$
(170)
$
858
SBA PPP
141
—
—
(43)
98
Commercial mortgages:
Multifamily
8,613
292
—
(494)
7,827
Other
5,363
—
—
409
5,772
Owner-occupied
1,895
—
—
116
2,011
Residential mortgages:
Closed end
13,316
—
16
(891)
12,441
Revolving home equity
628
—
254
(377)
505
Consumer and other
4
1
—
1
4
$
30,968
$
293
$
290
$
(1,449)
$
29,516

‎



(in thousands)	Balance at ‎1/1/2020		Impact of ‎ASC 326 ‎Adoption		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎9/30/2020		Balance at ‎1/1/2021		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎3/31/21
Commercial and industrial	$	1,493	$	(244)	$	1,124	$	295	$	995	$	1,415	$	1,416	$	135	$	12	$	(150)	$	1,143
SBA PPP		—		—		—		—		250		250		209		—		—		60		269
Commercial mortgages:
Multifamily		7,151		1,059		298		—		778		8,690		9,474		250		—		(150)		9,074
Other		3,498		(47)		502		1		993		3,943		4,913		—		—		54		4,967
Owner-occupied		921		778		—		—		(77)		1,622		1,905		165		91		80		1,911
Residential mortgages:
Closed end		15,698		1,356		175		2		(566)		16,315		14,706		—		—		(1,070)		13,636
Revolving home equity		515		(6)		33		—		78		554		407		—		—		192		599
Consumer and other		13		(8)		3		2		(1)		3		7		—		—		(2)		5
	$	29,289	$	2,888	$	2,135	$	300	$	2,450	$	32,792	$	33,037	$	550	$	103	$	(986)	$	31,604

(in thousands)
Balance at
‎7/1/2020
Chargeoffs
Recoveries
Provision (Credit) for Credit Losses
Balance at
‎9/30/2020
Commercial and industrial
$
1,593
$
309
$
38
$
93
$
1,415
SBA PPP
249
—
—
1
250
Commercial mortgages:
Multifamily
8,856
298
—
132
8,690
Other
3,860
502
1
584
3,943
Owner-occupied
1,622
—
—
—
1,622
Residential mortgages:
Closed end
17,384
156
—
(913)
16,315
Revolving home equity
482
33
—
105
554
Consumer and other
5
—
—
(2)
3
$
34,051
$
1,298
$
39
$
—
$
32,792

1210

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



	September 30, 2021																March 31, 2022
	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	$	87	$	—	$	—	$	—	$	—	$	87	$	67,292	$	67,379	$	3	$	—	$	—	$	—	$	—	$	3	$	103,867	$	103,870
SBA PPP		379		26		—		—		—		405		65,100		65,505		209		—		—		—		—		209		12,168		12,377
Commercial mortgages:
Multifamily		951		—		—		—		—		951		770,850		771,801		—		—		—		—		—		—		942,880		942,880
Other		—		—		—		—		—		—		584,199		584,199		—		—		—		—		—		—		734,259		734,259
Owner-occupied		—		—		—		—		—		—		150,382		150,382		—		—		—		—		—		—		193,407		193,407
Residential mortgages:
Closed end		130		—		—		—		1,235		1,365		1,214,030		1,215,395		899		—		—		—		1,235		2,134		1,189,557		1,191,691
Revolving home equity		—		—		—		—		—		—		46,072		46,072		—		2		—		—		—		2		45,818		45,820
Consumer and other		8		—		—		—		—		8		672		680		—		—		—		—		—		—		2,021		2,021
	$	1,555	$	26	$	—	$	—	$	1,235	$	2,816	$	2,898,597	$	2,901,413	$	1,111	$	2	$	—	$	—	$	1,235	$	2,348	$	3,223,977	$	3,226,325

	December 31, 2020																December 31, 2021
Commercial and industrial	$	65	$	—	$	—	$	—	$	—	$	65	$	99,950	$	100,015	$	128	$	—	$	—	$	—	$	—	$	128	$	90,258	$	90,386
SBA PPP		—		—		—		—		—		—		139,487		139,487		259		—		—		—		—		259		30,275		30,534
Commercial mortgages:
Multifamily		—		—		—		—		—		—		776,976		776,976		—		—		—		—		—		—		864,207		864,207
Other		—		—		—		—		—		—		513,176		513,176		—		—		—		—		—		—		700,872		700,872
Owner-occupied		—		—		—		—		494		494		130,425		130,919		—		—		—		—		—		—		171,533		171,533
Residential mortgages:
Closed end		1,357		—		—		—		261		1,618		1,315,109		1,316,727		—		—		—		—		1,235		1,235		1,201,139		1,202,374
Revolving home equity		—		—		—		—		367		367		53,638		54,005		—		—		—		—		—		—		44,139		44,139
Consumer and other		—		—		—		—		—		—		2,149		2,149		73		—		—		—		—		73		918		991
	$	1,422	$	—	$	—	$	—	$	1,122	$	2,544	$	3,030,910	$	3,033,454	$	460	$	—	$	—	$	—	$	1,235	$	1,695	$	3,103,341	$	3,105,036

There were 0 loans in the process of foreclosure 0r did the Bank hold any foreclosed residential real estate property at ~~September 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021.

Accrued interest receivable from loans totaled $8.6 million and $8.0 million ~~and $9.7 million~~ at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, and is included in the line item “Other assets” on the consolidated balance sheets.

Troubled Debt Restructurings. A restructuring constitutes a 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~~three months of ~~2021~~2022 or ~~2020.~~2021.

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Bank had 0 allowance allocated to 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 three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ that were modified during the 12-month period prior to default. A loan is in payment default once it is 90 days contractually past due under the modified terms.

1311

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.

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 risk 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 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. AtThe Bank reviews at least 80% of ~~the recorded investment of~~its commercial real estate ~~loans as of December 31 of the prior year must be reviewed annually.~~portfolio on an annual basis. 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.

‎

1412

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



		September 30, 2021																	March 31, 2022
		Term Loans by Origination Year												Revolving					Term Loans by Origination Year												Revolving
(in thousands)		2021		2020		2019		2018		2017		Prior		Loans (1)		Total			2022		2021		2020		2019		2018		Prior		Loans (1)		Total
Commercial and industrial:
Pass		$	16,160	$	12,721	$	7,332	$	1,637	$	3,405	$	7,364	$	17,111	$	65,730		$	7,746	$	36,360	$	17,281	$	7,339	$	12,620	$	4,529	$	17,731	$	103,606
Watch			—		249		1,400		—		—		—		—		1,649			—		—		264		—		—		—		—		264
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	16,160	$	12,970	$	8,732	$	1,637	$	3,405	$	7,364	$	17,111	$	67,379		$	7,746	$	36,360	$	17,545	$	7,339	$	12,620	$	4,529	$	17,731	$	103,870
SBA PPP:
Pass		$	64,993	$	512	$	—	$	—	$	—	$	—	$	—	$	65,505		$	—	$	12,165	$	212	$	—	$	—	$	—	$	—	$	12,377
Watch			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	64,993	$	512	$	—	$	—	$	—	$	—	$	—	$	65,505		$	—	$	12,165	$	212	$	—	$	—	$	—	$	—	$	12,377
Commercial mortgages – multifamily:	Commercial mortgages – multifamily:																	Commercial mortgages – multifamily:
Pass		$	78,833	$	40,740	$	149,303	$	153,626	$	137,240	$	204,319	$	—	$	764,061		$	116,834	$	183,343	$	40,310	$	143,804	$	143,884	$	305,607	$	307	$	934,089
Watch			—		—		—		—		—		1,269		—		1,269			—		—		—		—		2,389		—		—		2,389
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		6,471		—		—		6,471			—		—		—		—		—		6,402		—		6,402
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	78,833	$	40,740	$	149,303	$	153,626	$	143,711	$	205,588	$	—	$	771,801		$	116,834	$	183,343	$	40,310	$	143,804	$	146,273	$	312,009	$	307	$	942,880
Commercial mortgages – other:	Commercial mortgages – other:																	Commercial mortgages – other:
Pass		$	100,522	$	116,587	$	43,777	$	47,474	$	45,351	$	219,239	$	—	$	572,950		$	60,606	$	231,887	$	116,826	$	38,371	$	45,999	$	232,584	$	72	$	726,345
Watch			—		—		—		—		—		5,383		—		5,383			—		—		—		—		947		1,170		—		2,117
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		5,866		—		5,866			—		—		—		—		—		5,797		—		5,797
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	100,522	$	116,587	$	43,777	$	47,474	$	45,351	$	230,488	$	—	$	584,199		$	60,606	$	231,887	$	116,826	$	38,371	$	46,946	$	239,551	$	72	$	734,259
Commercial mortgages – owner-occupied:	Commercial mortgages – owner-occupied:																	Commercial mortgages – owner-occupied:
Pass		$	38,943	$	20,687	$	36,895	$	3,100	$	8,778	$	35,986	$	—	$	144,389		$	20,699	$	63,248	$	23,710	$	42,385	$	2,928	$	40,095	$	342	$	193,407
Watch			—		—		5,993		—		—		—		—		5,993			—		—		—		—		—		—		—		—
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	38,943	$	20,687	$	42,888	$	3,100	$	8,778	$	35,986	$	—	$	150,382		$	20,699	$	63,248	$	23,710	$	42,385	$	2,928	$	40,095	$	342	$	193,407
Residential mortgages:	Residential mortgages:																	Residential mortgages:
Pass		$	131,938	$	40,995	$	19,122	$	223,983	$	284,136	$	513,030	$	46,072	$	1,259,276		$	54,443	$	177,591	$	38,212	$	17,584	$	196,498	$	705,005	$	45,820	$	1,235,153
Watch			—		—		—		—		—		291		—		291			—		—		—		—		—		483		—		483
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		922		—		978		—		1,900			—		—		—		—		917		958		—		1,875
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	131,938	$	40,995	$	19,122	$	224,905	$	284,136	$	514,299	$	46,072	$	1,261,467		$	54,443	$	177,591	$	38,212	$	17,584	$	197,415	$	706,446	$	45,820	$	1,237,511
Consumer and other:
Pass		$	78	$	2	$	124	$	12	$	16	$	327	$	—	$	559		$	375	$	—	$	—	$	108	$	—	$	136	$	467	$	1,086
Watch			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Not Rated			—		—		—		—		—		—		121		121			—		—		—		—		—		—		935		935
		$	78	$	2	$	124	$	12	$	16	$	327	$	121	$	680		$	375	$	—	$	—	$	108	$	—	$	136	$	1,402	$	2,021

Total Loans		$	431,467	$	232,493	$	263,946	$	430,754	$	485,397	$	994,052	$	63,304	$	2,901,413		$	260,703	$	704,594	$	236,815	$	249,591	$	406,182	$	1,302,766	$	65,674	$	3,226,325

(1) Includes commercial and industrial and residential mortgage lines converted to term of ~~$5.1~~$5.9 million and ~~$9.5~~$8.8 million, respectively.

1513

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.~~

5 - STOCK-BASED COMPENSATION

The following ~~tables present~~table presents a summary of restricted stock units (“RSUs”) ~~and options~~ outstanding at ~~September 30, 2021~~March 31, 2022 and changes during the ~~nine~~three month period then ended. Of the ~~221,136~~249,726 RSUs outstanding at quarter end, ~~70,462~~91,891 are scheduled to vest during ~~2021.~~

2022.

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
(80,959)
21.47
Forfeited
(5,214)
17.46
Outstanding at September 30, 2021
221,136
$
17.69
1.01
$
4,555

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 at September 30, 2021
750
$
17.06
3.68
$
3



				Weighted-
		Weighted-		Average		Aggregate
		Average		Remaining		Intrinsic
	Number of	Grant-Date		Contractual		Value
	RSUs	Fair Value		Term (yrs.)		(in thousands)
Outstanding at January 1, 2022	207,359	$	17.70
Granted	117,114		19.96
Converted	(74,747)		18.47
Outstanding at March 31, 2022	249,726	$	18.53		1.47	$	4,860

As of ~~September 30, 2021,~~March 31, 2022, there was ~~$2.0~~$3.4 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 ~~1.1~~2.0 years.

~~2021 Equity Incentive Plan.~~ On April 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 common stock 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 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. At September 30, 2021, 754,696 equity awards remain available to be granted under the 2021 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 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.

1714

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~~AFS 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, 2021:
March 31, 2022:
Financial Assets:
Available-for-Sale Securities:
State and municipals	$	330,763	$	—	$	329,793	$	970	$	308,857	$	—	$	307,855	$	1,002
Pass-through mortgage securities		212,762		—		212,762		—		168,274		—		168,274		—
Collateralized mortgage obligations		113,438		—		113,438		—		94,686		—		94,686		—
Corporate bonds		118,784		—		118,784		—		111,167		—		111,167		—
	$	775,747	$	—	$	774,777	$	970	$	682,984	$	—	$	681,982	$	1,002
Financial Liabilities:
Derivative - interest rate swaps	$	2,470	$	—	$	2,470	$	—	$	203	$	—	$	203	$	—

December 31, 2020:
December 31, 2021:
Financial Assets:
Available-for-Sale Securities:
State and municipals	$	364,211	$	—	$	362,776	$	1,435	$	327,171	$	—	$	326,201	$	970
Pass-through mortgage securities		131,720		—		131,720		—		182,957		—		182,957		—
Collateralized mortgage obligations		53,711		—		53,711		—		106,082		—		106,082		—
Corporate bonds		113,080		—		113,080		—		118,108		—		118,108		—
	$	662,722	$	—	$	661,287	$	1,435	$	734,318	$	—	$	733,348	$	970
Financial Liabilities:
Derivative - interest rate swaps	$	5,285	$	—	$	5,285	$	—	$	1,750	$	—	$	1,750	$	—

State and municipal ~~available-for-sale~~AFS securities measured using Level 3 inputs. The Bank held 67 non-rated bond anticipation notes with a book value of $1.0 million at ~~September 30, 2021.~~March 31, 2022. 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 30, 2021.~~March 31, 2022.

~~There were 0 assets~~Premises and Facilities. Premises and facilities held-for-sale of $3.8 million are reported in the line item “Other assets” in the consolidated balance sheets and are measured at lower of cost or fair value on a nonrecurring basis at ~~September 30, 2021 or~~March 31, 2022 and December 31, ~~2020.~~2021.

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.

1815

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, 2021				December 31, 2020				Level of	March 31, 2022				December 31, 2021
	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	$	259,066	$	259,066	$	211,182	$	211,182	Level 1	$	85,811	$	85,811	$	43,675	$	43,675
Loans(1)	Level 3		2,871,897		2,852,674		3,000,417		2,998,325	Level 3		3,196,038		3,064,328		3,075,205		3,048,791
Restricted stock	Level 1		19,935		19,935		20,814		20,814	n/a		18,123		n/a		21,524		n/a

Financial Liabilities:
Checking deposits	Level 1		1,393,555		1,393,555		1,208,073		1,208,073	Level 1		1,479,806		1,479,806		1,400,998		1,400,998
Savings, NOW and money market deposits	Level 1		1,748,048		1,748,048		1,679,161		1,679,161	Level 1		1,736,821		1,736,821		1,685,410		1,685,410
Time deposits(1)	Level 2		229,943		235,810		434,354		444,155	Level 2		328,763		326,036		228,837		232,973
Short-term borrowings	Level 1		50,000		50,000		60,095		60,095	Level 1		50,000		50,000		125,000		125,000
Long-term debt(1)	Level 2		226,002		230,789		246,002		253,617	Level 2		186,322		185,505		186,322		188,413

(1) The decrease in fair value of loans, time deposits and long-term debt are due to an increase in interest rates.

7 – DERIVATIVES

As part of its asset liability management activities, the Corporation utilizes an interest rate ~~swaps~~swap 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.~~agreement.

The Bank entered into ana five year interest rate swap with a notional amount totaling $50 million on January 17, 2019, which was designated as a cash flow hedge of certain Federal Home Loan Bank (“FHLB”) advances included in short term borrowings on the consolidated balance ~~sheet.~~sheets. The 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 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 hedge no longer be considered effective. The Corporation expects the hedge to remain fully effective during the remaining term of the swap.

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

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



	September 30, 2021	December 31, 2020	March 31, 2022	December 31, 2021
Notional amount	$50 million	$200 million	$50 million	$50 million
Weighted average fixed pay rate	2.62%	2.83%	2.62%	2.62%
Weighted average 3-month LIBOR receive rate	0.14%	0.22%	0.23%	0.13%
Weighted average maturity	2.30 Years	1.06 Years	1.80 Years	2.05 Years

Interest expense recorded on the swap transactions, which totaled ~~$2.5 million~~$299,000 and ~~$2.6~~$1.3 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 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~~three months ended ~~September 30, 2021,~~March 31, 2022, the Corporation had ~~$2.5 million~~$299,000 of reclassifications to interest expense. During the next 12 months, the Corporation estimates that ~~$859,000~~$265,000 will be reclassified as an increase to interest expense.

The following table presents the net gains and 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				Three Months Ended
	September 30,				September 30,				March 31,
(in thousands)	2021		2020		2021		2020		2022		2021
Interest rate contracts:
Amount of gain (loss) recognized in OCI (effective portion)	$	266	$	(4,788)	$	(1)	$	(20)
Amount of gain recognized in OCI (effective portion)									$	1,248	$	300
Amount of loss reclassified from OCI to interest expense		2,549		2,636		316		1,270		299		1,314
Amount of loss recognized in other noninterest income (ineffective portion)		—		—		—		—		—		—

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



	September 30, 2021						December 31, 2020						March 31, 2022						December 31, 2021
	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			$	—	$	2,470			$	—	$	5,285			$	—	$	203			$	—	$	1,750
Interest rate swap hedging brokered CDs	$	—					$	150,000
Interest rate swap hedging FHLB advances	$	50,000					$	50,000					$	50,000					$	50,000

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 30, 2021,~~March 31, 2022, the Bank was in compliance with the collateral posting provisions of its counterparty. The total amount of collateral posted was approximately ~~$2.8~~$3.5 million. If the Bank had breached any of these provisions at ~~September 30, 2021,~~March 31, 2022, it could have been required to settle its obligations under the agreement at the termination value.

8 – IMPACT OF ISSUED BUT NOT YET EFFECTIVE ACCOUNTING STANDARDS

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 March 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2022-2 “Financial Instruments (Topic 326) Troubled Debt Restructurings and Vintage Disclosures” which affect entities that have adopted ASU 2016-13 “Measurement of Credit Losses on Financial Instruments” (“CECL”). The amendments in the ASU that relate to TDRs eliminate the TDR recognition and measurement guidance and instead require than an entity evaluate whether the modification represents a new loan or a continuation of an existing loan, while also enhancing disclosure requirements. The amendments that relate to vintage disclosures require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of CECL. Gross write-offs must be included in the vintage disclosures required by CECL. For entities that have adopted CECL such as the Corporation, the amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should generally be applied prospectively. Early adoption is permitted, including adoption in an interim period. An entity may elect to early adopt the amendments related to TDRs separately from the amendments related to vintage disclosures. The adoption of ASU 2022-2 will modify the Corporation’s disclosures but is not expected to have a material impact on its financial position or results of operations.

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 and the NYC boroughs of Queens, Brooklyn and Manhattan.

Overview

Net income and earnings per share for the first ~~nine months~~quarter of ~~2021~~2022 were ~~$34.1~~$12.1 million and ~~$1.43~~$.52 respectively, compared to ~~$30.7~~$11.3 million and ~~$1.28,~~$.47, respectively, for the same period last year. Dividends per share increased ~~5.5%~~5.3%, from ~~$.55~~$.19 for the first ~~nine months~~quarter of ~~2020~~2021 to ~~$.58~~$.20 for the current period. Returns on average assets ~~(“ROA”)~~(ROA) and average equity ~~(“ROE”)~~(ROE) for the first ~~nine months~~quarter of ~~2021~~2022 were ~~1.09%~~1.19% and ~~10.96%~~11.94%, respectively, ~~versus .98%~~compared to 1.11% and ~~10.49%~~11.17%, respectively, for the same period last year. Book value per share was ~~$17.79~~$16.86 at the close of the current period, compared to ~~$17.11~~$17.81 at year-end ~~2020.~~2021.

Analysis of Earnings – ~~Nine~~Three Month Periods. Net income for the first ~~nine months~~quarter of ~~2021~~2022 was ~~$34.1~~$12.1 million, an increase of ~~$3.4 million, or 11.1%,~~$816,000 versus the same ~~period~~quarter last year. The increase is due to growth in net interest income of ~~$2.4~~$2.1 million ~~or 3.1%,~~ and noninterest income, ~~net~~excluding $606,000 of gains on sales of securities in 2021, of ~~$219,000,~~$498,000, and a ~~decline~~decrease in ~~the provision for credit losses~~noninterest expense of ~~$5.5 million.~~$680,000. These items were partially offset by increases in ~~noninterest expense, net~~the provision for credit losses of ~~debt extinguishment costs, of $2.9~~$1.4 million and income tax expense of ~~$2.4 million.~~$440,000.

The increase in net interest income reflects a favorable shift in the mix of funding as an increase in average checking deposits ~~of $247.9 million~~ and a decline in average interest-bearing liabilities ~~of $258.9 million~~ resulted in average checking deposits comprising a larger portion of total funding. ~~The~~Also contributing to the increase ~~is also attributable~~was a decline in interest expense in 2022 due to ~~higher income from SBA PPP loans of $3.2 million. PPP income for~~ the ~~2021 period was $5.1 million driven by an average balance of $129.3 million and a weighted average yield earned of 5.3%. In addition, the repayment~~maturity of a ~~maturing~~$150 million interest rate swap in May ~~2021 lowered the cost of funds in the 2021 period by $1.5 million.~~

2017

~~Partially offsetting the favorable impact of the above items on net interest income was a decline in the average balance of loans of $169.2 million. In addition, the current market yields on loans~~2021 and investments are below the runoff yields on both portfolios, which exerts downward pressure on net interest income. The average yield on interest-earning assets declined 31 basis points (“bps”) from 3.44% for the first nine months of 2020 to 3.13% for the current nine-month period. The negative impact of declining asset yields on net interest income was substantially offset through reductions in ~~non-maturity~~rates paid on nonmaturity and time ~~deposit rates.~~deposits. The average cost of interest-bearing liabilities declined ~~48 bps~~28 basis points (“bps”) from ~~1.19%~~the first quarter of 2021 to the current quarter. The increase in net interest income is also attributable to an increase in average loans outstanding, largely driven by commercial mortgage originations. Although the average balance of loans increased, the loan portfolio yield declined from 3.55% for the ~~first nine months of 2020~~2021 quarter to ~~.71%~~3.47% for the current ~~nine-month period.~~quarter mostly due to a decline in income from SBA PPP loans.

Net interest margin for the first ~~nine months~~quarter of ~~2021~~2022 was ~~2.70% versus 2.64%~~2.90% as compared to 2.86% and 2.69% for the ~~2020 period.~~2021 fourth and first quarters, respectively. Income ~~from~~on PPP loans improved net interest margin by 6 bps, 11 bps and 9 bps in those quarters, respectively. The current yield curve is favorable to net interest margin. The direction of the margin for the ~~first nine months~~remainder of ~~2021 by 8 bps. As of September 30, 2021,~~2022 is largely dependent on changes in the ~~Bank had $67.8 million of outstanding PPP loans with unearned fees of $2.3 million. We expect most of the outstanding PPP loan portfolio will be fully satisfied by March 31, 2022.~~yield curve and balance sheet mix as well as competitive conditions.

The provision for credit losses increased $1.4 million when comparing the first quarter periods of ~~total mortgages compared to 48.1%~~2022 and 2021, from a ~~year ago.~~ ~~While commercial and industrial lines~~credit of ~~credit have increased, line utilization remains low contributing~~$986,000 in the 2021 quarter to a ~~decrease~~charge of $433,000 in ~~commercial~~the 2022 quarter. The provision for the current quarter was mainly due to an increase in outstanding mortgage loans partially offset by economic conditions and industrial loans outstanding. We believe the economic impact of the pandemic and the stimulus packages passed by Congress contributed to decreased loan demand, lower levels of outstanding balances on existing credit lines and the high level of cash on our balance sheet.historical loss rates.

The increase in noninterest income, ~~net~~excluding $606,000 of gains on sales of securities ~~of $219,000~~in 2021, is primarily attributable to ~~increases in~~a final transition payment from LPL Financial for the ~~non-service cost components~~conversion of the Bank’s ~~defined benefit pension plan~~retail broker and advisory accounts. The increase also includes higher fees from debit and credit ~~cards.~~cards and income from bank-owned life insurance (“BOLI”). These ~~items~~amounts were partially offset by a decrease in investment services income as the shift to an outside service provider resulted in less assets under management. ~~Assets under management will likely decline further through year-end 2021 as the Bank transitions from its legacy trust and investment businesses to a single platform with LPL Financial.~~

The provision for credit losses decreased $5.5 million when comparing the nine-month periods from a provision of $2.5 million in the 2020 period to a credit of $3.1 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 residential mortgage loans, partially offset by net chargeoffs of $463,000. The net chargeoffs were mainly the result of sales of four commercial mortgages.

The ~~increase~~decrease in noninterest expense ~~net of debt extinguishment~~was primarily due to declines in salaries and benefits expense and occupancy and equipment expense, and a decrease in the provision for unfunded commitments. The decrease in salaries and benefits is mainly due to a decline in overtime pay and branch closures in 2021. These decreases were partially offset by salary and benefit costs of $2.9 million includes charges of $1.2 million related to the previously announced closing and consolidation of eight branches as part of our branch optimization strategy. The Bank expects $2.2 million of additional closing-related expense in the fourth quarter of 2021. The increase in noninterest expense also includes higher salaries and employee benefits related to staffing our new ~~Riverhead Branch, building our lending~~branch locations and ~~credit teams, normal salary adjustments~~hiring additional experienced banking professionals. The decrease in occupancy and ~~an increase in the service cost component of the Bank’s pension plan. Also contributing to the increase~~equipment expense was ~~higher FDIC insurance expense~~ due to ~~an assessment credit in 2020.~~lower rent, depreciation and maintenance and repair costs from the 2021 branch closures.

Income tax expense ~~increased $2.4 million due to growth in pre-tax earnings in 2021~~ and ~~an increase in~~ the effective tax rate (income tax expense as a percentage of pre-tax book income) increased when comparing the first quarter of 2021 to ~~20.2% for~~ the ~~2021 period from 16.8% for the 2020 period.~~current quarter. 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~~assets in 2022. The increase in income tax expense reflects the higher effective tax rate and ~~bank-owned life insurance~~an increase in ~~2021 and a change in New York State (“NYS”) tax law to implement a capital tax~~pre-tax earnings in the ~~second~~current quarter ~~of 2021.~~as compared to the 2021 quarter.

Asset Quality. The Bank’s allowance for credit losses to total loans (reserve coverage ratio) was ~~1.02%~~.94% at ~~September 30, 2021~~March 31, 2022 as compared to ~~1.09%~~.96% at December 31, ~~2020. Excluding PPP loans, the reserve coverage ratio was 1.04% and 1.13%, respectively.~~2021. The decrease in the reserve coverage ratio was mainly due to ~~improvements in~~ economic conditions ~~asset quality~~ and ~~other portfolio metrics.~~historical loss rates. Nonaccrual loans, TDRs and loans past due 30 through 89 days remain at low levels.

Key Initiatives ~~and Challenges We Face~~. We continue focusing on ~~the Bank’s~~ strategic initiatives supporting the ~~expansion~~growth of our balance sheet and ~~profitability of our~~a profitable relationship banking business. Such initiatives include improving the quality of technology through continuing digital enhancements, optimizing our branch network across a larger geography, using new branding ~~an enhanced~~and “CommunityFirst” focus to improve name recognition, enhancing our website ~~a branch optimization strategy that expands~~and social media presence including the ~~geographic footprint~~promotion of ~~the branch network into eastern Long Island~~FirstInvestments, and ongoing recruitment of additional ~~seasoned~~experienced banking ~~professionals. While incremental relationship-based lending~~professionals to support our growth and ~~loans from third party sources have increased our loan pipeline, continued growth in lending will be dependent on increased business productivity in the economy. Management continues~~technology initiatives. We also continue to focus on the areas of cybersecurity, environmental, social and governance practices.

The Bank began occupying its leased ~~office~~ space at 275 Broadhollow Road in Melville, N.Y. ~~to act as our new corporate headquarters~~in April 2022. The consolidation of back-office staff into this one facility will produce a more collaborative work environment and ~~to create a state-of-the-art branch. The Bank is looking to sell some of the buildings it owns in Glen Head and move certain employees to the new location in the first half of 2022.~~strengthened culture.

During the pandemic we experienced a notable increase in the use of our mobile deposit functionality as well as our cash management offerings. We continually assess our branch network for efficiencies while remaining cognizant of our customers’ branch banking needs.

2118

During the third quarter we announced a continuation of our branch optimization strategy with the closure and consolidation of eight branches into nearby locations on November 30, 2021. The optimization of the legacy branch network supports the expansion geographically with de novo branching and the reallocation of resources to lenders and digital banking products.

Low interest rates and competition continue to exert pressure on operating results and growth. Current lending and investing market rates are below the rates earned on loan and securities repayments. The net spread on securities purchased is significantly below the Bank’s current net interest margin, and the net spread on new lending is near our current margin. If current conditions continue, we expect downward pressure on the net interest margin in 2022.

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~~AFS securities, and the average balances of loans include nonaccrual loans.



	Nine Months Ended September 30,												Three Months Ended March 31,
	2021						2020						2022						2021
	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	$	217,501	$	204	.13	%	$	111,979	$	159	.19	%	$	27,675	$	14	.21	%	$	155,272	$	39	.10	%
Investment securities:
Taxable		456,244		6,065	1.77			356,512		9,813	3.67			418,871		1,654	1.58			401,531		1,794	1.79
Nontaxable (1)		351,254		8,272	3.14			375,570		9,519	3.38			321,335		2,491	3.10			361,715		2,846	3.15
Loans (1)		2,977,583		79,435	3.56			3,146,738		83,353	3.53			3,160,058		27,387	3.47			3,013,009		26,707	3.55
Total interest-earning assets		4,002,582		93,976	3.13			3,990,799		102,844	3.44			3,927,939		31,546	3.21			3,931,527		31,386	3.19
Allowance for credit losses		(31,905)						(33,286)						(29,850)						(32,896)
Net interest-earning assets		3,970,677						3,957,513						3,898,089						3,898,631
Cash and due from banks		34,026						33,144						32,482						32,951
Premises and equipment, net		38,362						39,588						37,882						38,700
Other assets		132,527						135,351						158,479						134,770
	$	4,175,592					$	4,165,596					$	4,126,932					$	4,105,052
Liabilities and Stockholders' Equity:
Savings, NOW & money market deposits	$	1,808,349		3,451	.26		$	1,687,377		7,946	.63		$	1,688,054		763	.18		$	1,707,546		1,066	.25
Time deposits		324,419		4,818	1.99			486,181		8,487	2.33			277,667		945	1.38			421,394		2,304	2.22
Total interest-bearing deposits		2,132,768		8,269	.52			2,173,558		16,433	1.01			1,965,721		1,708	.35			2,128,940		3,370	.64
Short-term borrowings		55,238		1,062	2.57			81,509		1,219	2.00			124,333		441	1.44			58,661		350	2.42
Long-term debt		228,383		3,468	2.03			420,255		6,177	1.96			186,322		868	1.89			233,224		1,165	2.03
Total interest-bearing liabilities		2,416,389		12,799	.71			2,675,322		23,829	1.19			2,276,376		3,017	.54			2,420,825		4,885	.82
Checking deposits		1,315,768						1,067,839						1,416,223						1,243,728
Other liabilities		27,856						31,878						24,031						31,401
		3,760,013						3,775,039						3,716,630						3,695,954
Stockholders' equity		415,579						390,557						410,302						409,098
	$	4,175,592					$	4,165,596					$	4,126,932					$	4,105,052

Net interest income (1)			$	81,177					$	79,015					$	28,529					$	26,501
Net interest spread (1)					2.42	%					2.25	%					2.67	%					2.37	%
Net interest margin (1)					2.70	%					2.64	%					2.90	%					2.69	%

(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%.

2219

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,						Three Months Ended March 31,
	2021 Versus 2020						2022 Versus 2021
	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	$	112	$	(67)	$	45	$	(47)	$	22	$	(25)
Investment securities:
Taxable		2,247		(5,995)		(3,748)		77		(217)		(140)
Nontaxable		(595)		(652)		(1,247)		(313)		(42)		(355)
Loans		(4,513)		595		(3,918)		1,276		(596)		680
Total interest income		(2,749)		(6,119)		(8,868)		993		(833)		160
Interest Expense:
Savings, NOW & money market deposits		527		(5,022)		(4,495)		(12)		(291)		(303)
Time deposits		(2,534)		(1,135)		(3,669)		(645)		(714)		(1,359)
Short-term borrowings		(453)		296		(157)		275		(184)		91
Long-term debt		(2,908)		199		(2,709)		(222)		(75)		(297)
Total interest expense		(5,368)		(5,662)		(11,030)		(604)		(1,264)		(1,868)
Increase (decrease) in net interest income	$	2,619	$	(457)	$	2,162	$	1,597	$	431	$	2,028

Net Interest Income

Net interest income on a tax-equivalent basis for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was ~~$81.2~~$28.5 million, an increase of ~~$2.2~~$2.0 million, or ~~2.7%~~7.7%, from ~~$79.0~~$26.5 million for the same period of ~~2020.~~2021. The increase in net interest income reflects a favorable shift in the mix of funding as an increase in average checking deposits of ~~$247.9~~$172.5 million, or ~~23.2%~~13.9%, and a decline in average interest-bearing liabilities of ~~$258.9~~$144.4 million, or ~~9.7%~~6.0%, resulted in average checking deposits comprising a larger portion of total funding. ~~The~~Also contributing to the increase ~~is also attributable~~was a decline in interest expense of $1.1 million in 2022 due to ~~higher income from SBA PPP loans of $3.2 million. PPP income for~~ the ~~2021 period was $5.1 million driven by an average balance of $129.3 million and a weighted average yield earned of 5.3%. In addition, the repayment~~maturity of a ~~maturing~~$150 million interest rate swap in May 2021 ~~lowered the cost of funds~~and reductions in the ~~2021 period by $1.5 million.~~

~~Partially offsetting the favorable impact of the above items~~rates paid on net interest income was a decline in the average balance of loans of $169.2 million, or 5.4%. In addition, the current market yields on loans and investments are below the runoff yields on both portfolios, which exerts downward pressure on net interest income. The average yield on interest-earning assets declined 31 bps from 3.44% for the first nine months of 2020 to 3.13% for the current nine-month period. The negative impact of declining asset yields on net interest income was substantially offset through reductions in non-maturitynonmaturity and time ~~deposit rates.~~deposits. The average cost of interest-bearing liabilities declined 4828 bps from ~~1.19%~~.82% for the first ~~nine months~~quarter of ~~2020~~2021 to ~~.71%~~.54% for the current ~~nine-month period.~~quarter. The increase in net interest income is also attributable to an increase of $147 million in average loans outstanding to $3.2 billion at March 31, 2022, largely driven by commercial mortgage originations. Although the average balance of loans increased, the loan portfolio yield declined from 3.55% for the 2021 quarter to 3.47% for the current quarter due to a decline in income from SBA PPP loans of $1.2 million which reduced the portfolio yield by 8 bps. PPP income for the current quarter was $743,000 for a weighted average yield of 14.8% and contributed 8 bps to the current quarters loan portfolio yield of 3.47%.

Net interest margin for the first ~~nine months~~quarter of ~~2021~~2022 was ~~2.70% versus 2.64%~~2.90% as compared to 2.86% and 2.69% for the ~~2020 period.~~2021 fourth and first quarters, respectively. Income on PPP loans improved net interest margin ~~for the first nine months of 2021~~ by 8 bps. As of September 30, 2021, the Bank had $67.8 million of outstanding PPP loans with unearned fees of $2.3 million. We expect most of the outstanding PPP loan portfolio to be fully satisfied by March 31, 2022.6 bps, 11 bps and 9 bps in those quarters, respectively.

~~The mortgage loan pipeline was $165~~During the first quarter of 2022 we originated $261 million ~~at September 30, 2021~~of loans with a weighted average rate of approximately ~~3.0%. Sluggish loan demand and competition among bank and non-bank lenders continue to put pressure on the pipeline and originations. The expansion~~3.11% which includes $199 million of ~~our lending teams helped grow~~ commercial mortgages ~~by $174.5~~at a weighted average rate of 3.13%. The mortgage loan pipeline was $175 million ~~since September 30, 2020~~with a weighted average rate of 3.36% at March 31, 2022. While these rates are below the March 31, 2022 loan portfolio yield, current reinvestment rates for both the securities and now comprise 54.4% of total mortgages compared to 48.1% a year ago. While commercial and industrial lines of credit have increased, line utilization remains low contributing to a decrease in commercial and industrial loans outstanding. We believe the economic impact of the pandemic and the stimulus packages passed by Congress contributed to decreased loan ~~demand, lower levels of outstanding balances on existing credit lines and the high level of cash on our balance sheet.~~portfolios are generally higher.

Noninterest Income

Noninterest income includes BOLI, service charges on deposit accounts, ~~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 ~~net~~of $498,000, excluding $606,000 of gains on sales of securities ~~of $219,000~~in 2021, is primarily attributable to ~~increases in~~a final transition payment of $477,000 from LPL Financial for the ~~non-service cost components~~conversion of the Bank’s ~~defined benefit pension plan of $413,000~~retail broker and advisory accounts. The increase also includes higher fees from debit and credit cards of ~~$417,000.~~$199,000 and income from BOLI of $163,000. These ~~items~~amounts were partially offset by a decrease in investment services income of ~~$586,000~~$323,000 as the shift to an outside service provider resulted in less assets under management.

2320

in less assets under management. Assets under management will likely decline further through year-end 2021 as the Bank transitions from its legacy trust and investment businesses to a single platform with LPL Financial.

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~~decrease in noninterest expense ~~net~~ of ~~debt extinguishment costs, of $2.9 million includes charges of $1.2 million related~~$680,000 was primarily due to ~~the previously announced closing and consolidation of eight branches as part of our branch optimization strategy. The $1.2 million includes severance-related salary~~declines in salaries and benefits expense of ~~$123,000,~~$315,000 and occupancy and equipment expense ~~related~~of $326,000, and a decrease in the provision for unfunded commitments. The decrease in salaries and benefits is mainly due to a decline in overtime pay and branch closures in 2021. These decreases were partially offset by salary and benefit costs of our new branch locations and hiring additional experienced banking professionals. The decrease in occupancy and equipment expense was due to lower rent, depreciation and ~~asset disposals of $1.1 million,~~maintenance and ~~telecom contract breakage~~repair costs ~~of $40,000. The Bank expects $2.2 million of additional closing-related expense in~~from the fourth quarter of 2021. The increase in noninterest expense also includes higher salaries and employee benefits related to staffing our new Riverhead Branch, building our lending and credit teams, normal salary adjustments and an increase in the service cost component of the Bank’s pension plan. Also contributing to the increase was higher FDIC insurance expense due to an assessment credit in 2020.2021 branch closures.

Income Taxes

Income tax expense increased ~~$2.4 million due to growth in pre-tax earnings in 2021~~$440,000 and ~~an increase in~~ the effective tax rate increased from 19.4% to ~~20.2% for~~20.6% when comparing the first quarter of 2021 ~~period from 16.8% for~~to the ~~2020 period.~~current quarter. 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~~assets in ~~2021 and a change in NYS tax law to implement a capital tax in the second quarter of 2021.~~

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

~~Net income for the third quarter of 2021 of $11.4 million increased $655,000, or 6.1%, from $10.8 million earned in the same quarter of last year.~~2022. The increase ~~is mainly attributable to~~in income tax expense reflects the higher effective tax rate and an increase in ~~net interest income of $690,000 and a credit provision of $1.4 million~~pre-tax earnings in the 2021 period. Partially offsetting these items were increases in noninterest expense, net of debt extinguishment costs, of $1.2 million and income tax expense of $381,000. Net interest margin of 2.71% for the current quarter ~~increased 5 bps~~ as compared to ~~2.66% for~~ the ~~third quarter of last year. The variances in each of these items occurred for substantially the same reasons discussed above with respect to the nine-month periods.~~2021 quarter.

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 matters that are inherently uncertain. In the event that management’s estimate needs to be adjusted based on 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~~consultants and the Bank’s credit department. In addition, and in consultation with the Bank’s Chief Financial Officer, the ACL Committee is responsible for implementing and maintaining accounting policies and procedures surrounding the calculation of the required allowance. The 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 Loan Committee on a quarterly basis and is subject to periodic examination by the Office of the Comptroller of the Currency ~~(“OCC”)~~(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 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~~PD/LGD method ~~was selected~~is used 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:~~include: (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~~Q-factor adjustments to historical loss ~~experience.~~experience with the largest sensitivity of the ACL and provision arising from loan growth and concentrations, credit quality and forecasts of unemployment, GDP, vacancies and economic conditions. Because of the nature of the ~~qualitative factors~~Q-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 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 a collateral dependent loan, the loan is reported at the fair value of the collateral.

Asset Quality

~~The Corporation has identified certain assets as~~Information about the Corporation’s risk ~~elements. These assets~~elements is set forth below. Risk elements include nonaccrual loans, other real estate owned, loans that are contractually past due 9030 days or more ~~as to principal or interest payments~~ and ~~still accruing~~TDRs, 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,
(dollars in thousands)
2021
2020
Nonaccrual loans:
Troubled debt restructurings
$
—
$
494
Other
1,235
628
Total nonaccrual loans
1,235
1,122
Loans past due 90 days or more and still accruing
—
—
Other real estate owned
—
—
Total nonperforming assets
1,235
1,122
Troubled debt restructurings - performing
563
815
Total risk elements
$
1,798
$
1,937
Nonaccrual loans as a percentage of total loans
.04%
.04%
Nonperforming assets as a percentage of total loans and other real estate owned
.04%
.04%
Risk elements as a percentage of total loans and other real estate owned
.06%
.06%



	March 31,		December 31,
(in thousands)	2022		2021
Loans, excluding troubled debt restructurings:
Past due 30 through 89 days	$	1,113	$	460
Past due 90 days or more and still accruing		—		—
Nonaccrual		1,235		1,235
		2,348		1,695
Troubled debt restructurings:
Performing according to their modified terms		547		554
Past due 30 through 89 days		—		—
Past due 90 days or more and still accruing		—		—
Nonaccrual		—		—
		547		554
Total past due, nonaccrual and restructured loans:
Restructured and performing according to their modified terms		547		554
Past due 30 through 89 days		1,113		460
Past due 90 days or more and still accruing		—		—
Nonaccrual		1,235		1,235
		2,895		2,249
Other real estate owned		—		—
	$	2,895	$	2,249

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.

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.

The ACL ~~decreased $3.5 million~~increased $456,000 during the first ~~nine months~~quarter of ~~2021,~~2022, amounting to ~~$29.5~~$30.3 million, or ~~1.02%~~.94% of total loans, at ~~September 30, 2021~~March 31, 2022 compared to ~~$33.0~~$29.8 million, or ~~1.09%~~.96% of total loans, at December 31, ~~2020. Excluding SBA PPP loans, the reserve coverage ratio was 1.04% and 1.13% at September 30, 2021 and December 31, 2020, respectively.~~2021. During the first ~~nine months~~quarter of 2022, the Bank had loan chargeoffs of $4,000, recoveries of $27,000 and recorded a provision of $433,000. During the first quarter of 2021, the Bank had loan chargeoffs of ~~$1.0 million,~~$550,000, recoveries of ~~$553,000~~$103,000 and recorded a credit provision of ~~$3.1 million. During~~$986,000. The provision in the ~~first nine months of 2020, the Bank had loan chargeoffs of $2.1 million, recoveries of $300,000~~current period was mainly due to portfolio growth, partially offset by economic conditions, asset quality and ~~recorded a provision for credit losses of $2.5 million.~~other portfolio metrics. The credit provision in the ~~current~~2021 period was mainly due to improvements in economic conditions, asset quality and other portfolio metrics and a decline in outstanding residential mortgage loans, partially offset by net chargeoffs. ~~The provision in the 2020 period was mainly 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~~“Critical Accounting Policies and Estimates,” 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 amount of future chargeoffs and provisions for credit losses will be affected by ~~among other things,~~ economic conditions on Long Island and in the boroughs of 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 ~~95%~~96% of the Bank’s total loans outstanding at ~~September 30, 2021.~~March 31, 2022. 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~~New York metropolitan area has ~~improved since the pandemic lows of 2020,~~started to improve, the pace of the recovery is slow and remains uncertain. 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.

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 30, 2021~~March 31, 2022 was ~~$259.1~~$85.8 million, up from ~~$211.2~~$43.7 million at December 31, ~~2020.~~2021. The increase occurred primarily because cash provided by deposit growth, paydowns or repayments of securities and loans and operations exceeded cash used to repay borrowings, purchase securities, repurchase common stock and pay cash dividends.

Securities ~~increased $113.0~~decreased $51.3 million during the first ~~nine months~~quarter of ~~2021,~~2022, from ~~$662.7~~$734.3 million at year-end ~~2020~~2021 to ~~$775.7~~$683.0 million at ~~September 30, 2021.~~March 31, 2022. The ~~increase~~decrease is primarily attributable to ~~purchases of $268.8 million, partially offset by sales of $54.2 million and~~ maturities and redemptions of ~~$93.2~~$14.1 million and unrealized losses of $41.6 million during the period, partially offset by purchases of $4.7 million.

During the first ~~nine~~three months of ~~2021,~~2022, total deposits grew ~~$50.0~~$230.1 million, or ~~1.5%~~6.9%, to ~~$3.4~~$3.5 billion at ~~September 30, 2021.~~March 31, 2022. The increase was attributable to growth in checking deposits of ~~$185.5~~$78.8 million, ~~and~~ savings, NOW and money market deposits of ~~$68.9~~$51.4 million ~~partially offset by a decrease~~and time deposits of $99.9 million. The increase in time deposits ~~of $204.4 million. The decrease in time deposits includes~~was due to the ~~maturity~~purchase of ~~$150.0 million in~~ brokered CDs ~~used to hedge an interest rate swap which expired in May 2021.~~

On November 28, 2021, corporate bonds with a current fair value of $31.7 million and a weighted average fixed rate of 5.10% will convert to a floating rate and reprice on a quarterly basis off the ten year swap rate. At current rates, the weighted average floating rate would be 1.55% and would reduce net interest income in the fourth quarter by approximately $102,000. On a full quarter basis, the impact to net interest income would be approximately $281,000. The remaining $87.1 million of the corporate bond portfolio are floating rate securities and reprice on a quarterly basis off the ten year swap rate.totaling $105 million.

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.~~AFS. At ~~September 30, 2021,~~March 31, 2022, the Bank had approximately ~~$320.6~~$181.1 million of unencumbered ~~available-for-sale~~AFS 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~~draw 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~~unsecured line do not represent legal commitments to extend credit to the Bank. The amount that the Bank can potentially borrow is currently 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 ~~$1.8~~$1.9 billion at ~~September 30, 2021.~~March 31, 2022.

Capital

Stockholders’ equity was ~~$419.9~~$389.5 million at ~~September 30, 2021~~March 31, 2022 versus ~~$407.1~~$413.8 million at December 31, ~~2020.~~2021. The ~~increase~~decrease was mainly due to net ~~income~~unrealized losses of ~~$34.1~~$28.8 million ~~partially offset by~~on the Bank’s AFS investment securities, cash dividends declared of ~~$13.7~~$4.6 million and common stock repurchases of ~~$6.3~~$4.5 million, partially offset by net income of $12.1 million. The net unrealized losses of $28.8 million on the AFS investment securities portfolio were due to an increase in interest rates during the quarter. The fair value of the AFS investment securities portfolio is expected to continue to decline with further increases in interest rates.

The Corporation and the Bank have elected to adopt the 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 30, 2021~~March 31, 2022 were ~~10.07%~~10.15% and 9.96%, ~~which satisfies~~respectively, and satisfy 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”), temporarily lowering the CBLR requirement to 8.50% for calendar year 2021 and returning to 9.00% in 2022. The CARES Act also provides that, during the same 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 ~~nine months~~quarter of ~~2021,~~2022, the Corporation repurchased ~~301,265~~202,886 shares of its common stock at a total cost of ~~$6.3~~$4.5 million. ~~Total repurchases completed since the commencement of the program in 2018 amount to 2,441,865 shares at a cost of $53.9 million.~~The Corporation can repurchase another $28.4 million under Board approved repurchase programs. We expect to continue our repurchase program during the ~~fourth quarter~~remainder of ~~2021 and in~~ 2022.

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~~and/or 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.

~~Using~~Through the use of interest rate sensitivity modeling, the Bank projects net interest income over a five-year 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 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 30, 2021~~March 31, 2022 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 30, 2022~~March 31, 2023 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 ~~6.0~~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 30, 2022~~March 31, 2023 and calculations of EVE at ~~September 30, 2021~~March 31, 2022 assuming rate changes of plus 100, 200 and 300 bps and minus 100 bps. The rate change scenarios were selected based on 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, 2021			Year Ending September 30, 2022			at March 31, 2022			Year Ending March 31, 2023
			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	$	643,509	-6.3%	$	100,442	-0.4%	$	695,419	-10.4%	$	107,361	-7.1%
+ 200 basis point rate shock		665,048	-3.2%		101,073	0.2%		725,248	-6.5%		110,175	-4.7%
+ 100 basis point rate shock		685,192	-0.2%		101,479	0.6%		757,768	-2.3%		113,220	-2.0%
Base case (no rate change)		686,723	—		100,881	—		775,743	—		115,559	—
- 100 basis point rate shock		607,366	-11.6%		95,731	-5.1%		735,498	-5.2%		111,264	-3.7%

As shown in the preceding table, assuming a static balance sheet, an immediate increase in interest rates of 100, 200 or 300 bps ~~would have a de minimus~~could negatively impact onthe Bank’s net interest income for the year ~~ending September 30, 2022~~ended March 31, 2023 because the Bank might need to increase inthe rates paid on its nonmaturity deposits to remain competitive and any long-term borrowings that mature would ~~be offset by the deployment of excess cash into~~reprice at a higher ~~yielding securities and loans.~~interest rate. In addition, the Bank’s ~~noninterest bearing checking deposits, equal to 34%~~securities portfolio, excluding corporate bonds, and a significant portion of ~~total assets at September 30, 2021, also help to mitigate the impact of rising rates on net interest income.~~

The de minimis impact on net interest income described above would be negatively impacted by a reduction in excess liquidity because, unlike nonmaturity deposits and short-term borrowings, the Bank’s securities and almost all its ~~loans are~~loan portfolio does not ~~subject to immediate repricing~~immediately reprice with changes in market rates.

An immediate decrease in interest rates of 100 bps ~~would~~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 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;~~rates and the rate of inflation; 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. 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, ~~2020,~~2021, in Part I under “Item 1A. Risk Factors.” 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 and Principal Financial Officer 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~~first quarter of ~~2021~~2022 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

From time to time, the Corporation is involved in various legal actions and claims arising in the normal course of its business. In the opinion of management, these legal actions and claims are not expected to have a material adverse impact on the Corporation's financial condition and results of 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, ~~2020.~~2021.

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

(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 ~~third~~first quarter of ~~2021~~2022 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)
July 2021
—
—
—
$13,253,794
August 2021
100,845
$21.816
100,845
$11,053,810
September 2021
—
—
—
$11,053,810
Total
100,845
$21.816
100,845



				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)
January 2022	—		—	—		$32,853,158
February 2022	179,587		$22.273	179,587		$28,853,158
March 2022	23,299		$21.460	23,299		$28,353,157
Total	202,886		$22.180	202,886

(1) ~~On October 26, 2018, the~~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~~2019 and another $15 million ~~in stock repurchases, which~~ was announced on January 31, 2020, for a total program size of $65 million. The Corporation’s Board of Directors approved a new $30 million common stock repurchase program which was announced on January 31, 2022. 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.

‎

3127

INDEX OF EXHIBITS


Exhibit No.	Description of Exhibit
10.1	Amended and Restated Employment Agreement between Registrant and Christopher Becker, as amended (incorporated by reference to Exhibit 10.12 of Registrant’s Form 8-K filed February 18, 2022)
10.2	Employment Agreement between Registrant and Jay P. McConie (incorporated by reference to Exhibit 10.3 of Registrant’s Form 8-K filed January 3, 2020 and Exhibit 10.13 of Registrant’s 8-K filed on February 18, 2022)
10.3	Employment Agreement between Registrant and Christopher J. Hilton (incorporated by reference to Exhibit 10.9 of Registrant’s Form 10-K filed March 15, 2019 and Exhibit 10.13 of Registrant’s 8-K filed on February 18, 2022)
10.4	Employment Agreement between Registrant and Janet T. Verneuille (incorporated by reference to Exhibit 10.2 of Registrant’s Form 10-Q filed August 9, 2019~~31.1~~and Exhibit 10.13 of Registrant’s 8-K filed on February 18, 2022)
10.5	Employment Agreement between Registrant and Susanne Pheffer (incorporated by reference to Exhibit 10.10 of Registrant’s Form 10-K filed March 12, 2021and Exhibit 10.13 of Registrant’s 8-K filed on February 18, 2022)
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 30, 2021,~~March 31, 2022, 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)

3228

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 3, 2021~~May 5, 2022	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, First Senior Vice President & ~~Chief~~
	Chief Accounting Officer
	(principal accounting officer)

3329



(in thousands)	Balance at ‎7/1/2021		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎9/30/2021
Commercial and industrial	$	1,008	$	—	$	20	$	(170)	$	858
SBA PPP		141		—		—		(43)		98
Commercial mortgages:
Multifamily		8,613		292		—		(494)		7,827
Other		5,363		—		—		409		5,772
Owner-occupied		1,895		—		—		116		2,011
Residential mortgages:
Closed end		13,316		—		16		(891)		12,441
Revolving home equity		628		—		254		(377)		505
Consumer and other		4		1		—		1		4
	$	30,968	$	293	$	290	$	(1,449)	$	29,516



(in thousands)	Balance at ‎7/1/2020		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎9/30/2020
Commercial and industrial	$	1,593	$	309	$	38	$	93	$	1,415
SBA PPP		249		—		—		1		250
Commercial mortgages:
Multifamily		8,856		298		—		132		8,690
Other		3,860		502		1		584		3,943
Owner-occupied		1,622		—		—		—		1,622
Residential mortgages:
Closed end		17,384		156		—		(913)		16,315
Revolving home equity		482		33		—		105		554
Consumer and other		5		—		—		(2)		3
	$	34,051	$	1,298	$	39	$	—	$	32,792