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~~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~~275 Broadhollow Road, ~~Glen Head,~~Melville, NY	~~11545~~11747
(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,~~2022, the registrant had ~~23,617,494~~22,658,582 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(Loss)	3
	Consolidated Statements of Changes in Stockholders’ Equity	4
	Consolidated Statements of Cash Flows	6
	Notes to Unaudited Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	2826
ITEM 4.	Controls and Procedures	3028
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	3028
ITEM 1A.	Risk Factors	3028
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3029
ITEM 3.	Defaults Upon Senior Securities	3029
ITEM 4.	Mine Safety Disclosures	3029
ITEM 5.	Other Information	3029
ITEM 6.	Exhibits	3129
	Signatures	3331

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)



	September 30,		December 31,		September 30,		December 31,
(dollars in thousands)	2021		2020		2022		2021
Assets:
Cash and cash equivalents	$	259,066	$	211,182	$	62,210	$	43,675
Investment securities available-for-sale, at fair value		775,747		662,722		664,221		734,318

Loans:
Commercial and industrial		67,379		100,015		113,066		120,920
SBA Paycheck Protection Program		65,505		139,487
Secured by real estate:
Commercial mortgages		1,506,382		1,421,071		1,942,214		1,736,612
Residential mortgages		1,215,395		1,316,727		1,233,005		1,202,374
Home equity lines		46,072		54,005		43,276		44,139
Consumer and other		680		2,149		1,642		991
		2,901,413		3,033,454		3,333,203		3,105,036
Allowance for credit losses		(29,516)		(33,037)		(31,347)		(29,831)
		2,871,897		3,000,417
						3,301,856		3,075,205
Restricted stock, at cost		19,935		20,814		21,601		21,524
Bank premises and equipment, net		37,768		38,830		37,614		37,523
Right-of-use asset - operating leases		9,903		12,212		23,334		8,438
Bank-owned life insurance		87,202		85,432		110,083		107,831
Pension plan assets, net		20,356		20,109		19,193		19,097
Deferred income tax benefit		1,462		1,375		32,675		3,987
Other assets		13,520		16,048		18,443		17,191
	$	4,096,856	$	4,069,141	$	4,291,230	$	4,068,789
Liabilities:
Deposits:
Checking	$	1,393,555	$	1,208,073	$	1,397,166	$	1,400,998
Savings, NOW and money market		1,748,048		1,679,161		1,784,964		1,685,410
Time		229,943		434,354		404,627		228,837
		3,371,546		3,321,588		3,586,757		3,315,245

Short-term borrowings		50,000		60,095		40,000		125,000
Long-term debt		226,002		246,002		264,835		186,322
Operating lease liability		11,462		13,046		25,206		11,259
Accrued expenses and other liabilities		17,963		21,292		14,985		17,151
		3,676,973		3,662,023		3,931,783		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, 22,644,626 and 23,240,596 shares						2,264		2,324
Surplus		101,197		105,547		81,470		93,480
Retained earnings		315,957		295,622		343,406		320,321
		419,515		403,548		427,140		416,125
Accumulated other comprehensive income, net of tax		368		3,570
Accumulated other comprehensive loss, net of tax						(67,693)		(2,313)
		419,883		407,118		359,447		413,812
	$	4,096,856	$	4,069,141	$	4,291,230	$	4,068,789

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



	Nine Months Ended				Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				September 30,				September 30,
(in thousands, except per share data)	2021		2020		2021		2020		2022		2021		2022		2021
Interest and dividend income:
Loans	$	79,431	$	83,349	$	25,975	$	26,461	$	86,181	$	79,431	$	30,032	$	25,975
Investment securities:
Taxable		6,269		9,972		2,191		3,223		6,556		6,269		2,751		2,191
Nontaxable		6,535		7,520		2,073		2,454		6,013		6,535		2,051		2,073
		92,235		100,841		30,239		32,138		98,750		92,235		34,834		30,239
Interest expense:
Savings, NOW and money market deposits		3,451		7,946		1,191		1,307		3,263		3,451		1,699		1,191
Time deposits		4,818		8,487		921		2,559		3,474		4,818		1,374		921
Short-term borrowings		1,062		1,219		362		334		775		1,062		91		362
Long-term debt		3,468		6,177		1,157		2,020		3,280		3,468		1,412		1,157
		12,799		23,829		3,631		6,220		10,792		12,799		4,576		3,631
Net interest income		79,436		77,012		26,608		25,918		87,958		79,436		30,258		26,608
Provision (credit) for credit losses		(3,058)		2,450		(1,449)		—		2,248		(3,058)		1,089		(1,449)
Net interest income after provision (credit) for credit losses		82,494		74,562		28,057		25,918		85,710		82,494		29,169		28,057

Noninterest income:
Investment services income		1,034		1,620		243		553
Bank-owned life insurance										2,253		1,769		763		599
Service charges on deposit accounts		2,170		2,267		752		661		2,346		2,170		840		752
Net gains on sales of securities		606		2,556		—		2,556		—		606		—		—
Other		5,404		4,502		1,860		1,586		4,896		4,669		1,444		1,504
		9,214		10,945		2,855		5,356		9,495		9,214		3,047		2,855
Noninterest expense:
Salaries and employee benefits		29,663		28,278		9,748		9,365		30,264		29,663		10,528		9,748
Occupancy and equipment		10,446		9,324		4,102		3,191		9,702		10,446		3,395		4,102
Debt extinguishment		—		2,559		—		2,559
Other		8,910		8,496		2,891		3,024		9,246		8,910		3,091		2,891
		49,019		48,657		16,741		18,139		49,212		49,019		17,014		16,741
Income before income taxes		42,689		36,850		14,171		13,135		45,993		42,689		15,202		14,171

Income tax expense		8,612		6,176		2,749		2,368		8,965		8,612		2,738		2,749
Net income	$	34,077	$	30,674	$	11,422	$	10,767	$	37,028	$	34,077	$	12,464	$	11,422

Weighted average:
Common shares		23,720,578		23,867,726		23,646,172		23,860,764		22,973,209		23,720,578		22,746,302		23,646,172
Dilutive stock options and restricted stock units		97,291		38,678		112,074		37,773
Dilutive restricted stock units										89,817		97,291		99,208		112,074
		23,817,869		23,906,404		23,758,246		23,898,537		23,063,026		23,817,869		22,845,510		23,758,246
Earnings per share:
Basic		$1.44		$1.29		$0.48		$0.45		$1.61		$1.44		$0.55		$0.48
Diluted		1.43		1.28		0.48		0.45		1.61		1.43		0.55		0.48

Cash dividends declared per share		0.58		0.55		0.20		0.19		0.61		0.58		0.21		0.20

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (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



	Nine Months Ended				Three Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021
Net income	$	37,028	$	34,077	$	12,464	$	11,422
Other comprehensive loss:
Change in net unrealized holding gains or losses on ‎ available-for-sale securities		(96,238)		(7,345)		(31,021)		(3,225)
Change in net unrealized loss on derivative instruments		1,750		2,815		—		315
Other comprehensive loss before income taxes		(94,488)		(4,530)		(31,021)		(2,910)
Income tax benefit		(29,108)		(1,328)		(9,556)		(896)
Other comprehensive loss		(65,380)		(3,202)		(21,465)		(2,014)
Comprehensive income (loss)	$	(28,352)	$	30,875	$	(9,001)	$	9,408

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)



	Nine Months Ended September 30, 2021											Nine Months Ended September 30, 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
Balance, March 31, 2022												23,106,070		2,311		89,362		327,785		(29,997)		389,461
Net income							11,388				11,388							12,481				12,481
Other comprehensive income									3,207		3,207
Other comprehensive loss																				(16,231)		(16,231)
Repurchase of common stock	(92,533)		(9)		(2,091)						(2,100)	(286,011)		(29)		(5,260)						(5,289)
Shares withheld upon the vesting
and conversion of RSUs	(1,431)				(31)						(31)	(618)				(12)						(12)
Common stock issued under
stock compensation plans	6,229		1		35						36	21,075		2		13						15
Stock-based compensation					525						525					600						600
Cash dividends declared							(4,503)				(4,503)							(4,569)				(4,569)
Balance, June 30, 2021	23,695,017		2,370		102,636		309,256		2,382		416,644
Balance, June 30, 2022												22,840,516		2,284		84,703		335,697		(46,228)		376,456
Net income							11,422				11,422							12,464				12,464
Other comprehensive loss									(2,014)		(2,014)									(21,465)		(21,465)
Repurchase of common stock	(100,845)		(10)		(2,190)						(2,200)	(209,579)		(21)		(4,079)						(4,100)
Shares withheld upon the vesting
and conversion of RSUs	(133)				(3)						(3)
Common stock issued under
stock compensation plans	2,207				37						37	899				16						16
Common stock issued under
dividend reinvestment and
stock purchase plan	9,966		1		203						204	12,790		1		217						218
Stock-based compensation					514						514					613						613
Cash dividends declared							(4,721)				(4,721)							(4,755)				(4,755)
Balance, September 30, 2021	23,606,212	$	2,361	$	101,197	$	315,957	$	368	$	419,883
Balance, September 30, 2022												22,644,626	$	2,264	$	81,470	$	343,406	$	(67,693)	$	359,447

~~See notes to unaudited consolidated financial statements~~

‎



	Nine Months Ended September 30, 2020											Nine Months Ended September 30, 2021
								Accumulated											Accumulated
								Other											Other
	Common Stock					Retained		Comprehensive				Common Stock					Retained		Comprehensive
(dollars in thousands)	Shares	Amount		Surplus		Earnings		Income (Loss)		Total		Shares	Amount		Surplus		Earnings		Income (Loss)		Total
Balance, January 1, 2020	23,934,632	$	2,393	$	111,744	$	274,376	$	595	$	389,108
Effect of adopting ASU 2016-13							(2,325)				(2,325)
Balance at January 1, 2020 as adjusted
for change in accounting principle	23,934,632		2,393		111,744		272,051		595		386,783
Balance, January 1, 2021												23,790,589	$	2,379	$	105,547	$	295,622	$	3,570	$	407,118
Net income							9,148				9,148							11,267				11,267
Other comprehensive loss									(8,836)		(8,836)									(4,395)		(4,395)
Repurchase of common stock	(261,700)		(26)		(5,911)						(5,937)	(107,887)		(11)		(1,989)						(2,000)
Shares withheld upon the vesting
and conversion of RSUs	(66,142)		(6)		(1,521)						(1,527)	(16,918)		(2)		(318)						(320)
Common stock issued under
stock compensation plans	178,373		18		205						223	94,627		10		152						162
Common stock issued under
dividend reinvestment and
stock purchase plan	21,738		2		388						390	22,341		2		416						418
Stock-based compensation					251						251					390						390
Cash dividends declared							(4,286)				(4,286)							(4,518)				(4,518)
Balance, March 31, 2020	23,806,901		2,381		105,156		276,913		(8,241)		376,209
Balance, March 31, 2021												23,782,752		2,378		104,198		302,371		(825)		408,122
Net income							10,759				10,759							11,388				11,388
Other comprehensive income									6,168		6,168									3,207		3,207
Repurchase of common stock												(92,533)		(9)		(2,091)						(2,100)
Shares withheld upon the vesting
and conversion of RSUs												(1,431)				(31)						(31)
Common stock issued under
stock compensation plans	41,725		4		32						36	6,229		1		35						36
Stock-based compensation					859						859					525						525
Cash dividends declared							(4,293)				(4,293)							(4,503)				(4,503)
Balance, June 30, 2020	23,848,626		2,385		106,047		283,379		(2,073)		389,738
Balance, June 30, 2021												23,695,017		2,370		102,636		309,256		2,382		416,644
Net income							10,767				10,767							11,422				11,422
Other comprehensive income									1,214		1,214									(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	2,082				31						31	2,207				37						37
Common stock issued under
dividend reinvestment and
stock purchase plan	14,132		1		202						203	9,966		1		203						204
Stock-based compensation					315						315					514						514
Cash dividends declared							(4,534)				(4,534)							(4,721)				(4,721)
Balance, September 30, 2020	23,864,840	$	2,386	$	106,595	$	289,612	$	(859)	$	397,734
Balance, September 30, 2021												23,606,212	$	2,361	$	101,197	$	315,957	$	368	$	419,883

See notes to unaudited consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Nine Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2022		2021
Cash Flows From Operating Activities:
Net income	$	34,077	$	30,674	$	37,028	$	34,077
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (credit) for credit losses		(3,058)		2,450		2,248		(3,058)
Provision (credit) for deferred income taxes		1,241		(1,458)
Provision for deferred income taxes						420		1,241
Depreciation and amortization of premises and equipment		3,336		3,141		2,743		3,336
Amortization of right-of-use asset - operating leases		1,558		1,635		1,978		1,558
Premium amortization on investment securities, net		1,685		1,182		1,228		1,685
Net gains on sales of securities		(606)		(2,556)
Net gain on sales of securities						—		(606)
Stock-based compensation expense		1,429		1,425		1,729		1,429
Accretion of cash surrender value on bank-owned life insurance		(1,770)		(1,731)		(2,253)		(1,769)
Pension credit		(247)		(197)		(96)		(247)
Decrease in other liabilities		(2,301)		(5,005)		(3,450)		(2,301)
Other decreases (increases) in assets		3,434		(2,713)
Other (increases) decreases in assets						(1,170)		3,433
Net cash provided by operating activities		38,778		26,847		40,405		38,778
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		38,085		93,162
Purchases		(268,803)		(120,918)		(65,454)		(268,803)
Net decrease in loans		131,578		150,296
Net decrease in restricted stock		879		8,870
Net (increase) decrease in loans						(228,899)		131,578
Net (increase) decrease in restricted stock						(77)		879
Purchases of premises and equipment, net		(2,327)		(1,815)		(2,868)		(2,327)
Net cash provided by investing activities		8,681		210,240
Net cash provided by (used in) investing activities						(259,213)		8,681
Cash Flows From Financing Activities:
Net increase in deposits		49,958		104,830		271,512		49,958
Net decrease in short-term borrowings		(10,095)		(133,002)		(85,000)		(10,095)
Proceeds from long-term debt		—		120,000		140,000		—
Repayment of long-term debt		(20,000)		(184,470)		(61,487)		(20,000)
Proceeds from issuance of common stock, net of shares withheld		401		(738)		43		401
Repurchase of common stock		(6,300)		(5,937)		(13,889)		(6,300)
Cash dividends paid		(13,539)		(12,886)		(13,836)		(13,539)
Net cash provided by (used in) financing activities		425		(112,203)
Net cash provided by financing activities						237,343		425
Net increase in cash and cash equivalents		47,884		124,884		18,535		47,884
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	$	62,210	$	259,066
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest	$	13,276	$	24,109
Income taxes		8,411		7,432
Cash paid for interest					$	10,033	$	13,276
Cash paid for income taxes						7,900		8,411
Operating cash flows from operating leases		1,856		2,019		3,179		1,856
Noncash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities		—		423		16,874		—
Cash dividends payable		4,721		4,534		4,755		4,721

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~~two 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, ~~2021~~2022 and ~~2020~~2021 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.

Adoption of New Accounting Standards. 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 eliminate the troubled debt restructurings (“TDR”) recognition and measurement guidance and instead require that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan, while also enhancing disclosure requirements. The amendments also 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. Management adopted ASU 2022-2 in the second quarter of 2022 effective as of January 1, 2022 using the modified retrospective transition approach. Its adoption modified the Corporation’s disclosures but did not have a material impact on its financial position or results of operations. Disclosures pertaining to the ASU can be found in “Note 4 – Loans” of these unaudited consolidated financial statements.

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				Nine Months Ended				Three Months Ended
	September 30,				September 30,				September 30,				September 30,
(in thousands)	2021		2020		2021		2020		2022		2021		2022		2021
Change in net unrealized holding gains (losses)
on available-for-sale securities:
Change in net unrealized holding gains or losses on
available-for-sale securities:
Change arising during the period	$	(6,739)	$	2,633	$	(3,225)	$	3,041	$	(96,238)	$	(6,739)	$	(31,021)	$	(3,225)
Reclassification adjustment for gains included in net income (1)		(606)		(2,556)		—		(2,556)		—		(606)		—		—
		(7,345)		77		(3,225)		485		(96,238)		(7,345)		(31,021)		(3,225)
Tax effect		(2,151)		25		(993)		146		(29,646)		(2,151)		(9,556)		(993)
		(5,194)		52		(2,232)		339		(66,592)		(5,194)		(21,465)		(2,232)
Change in unrealized loss on derivative instruments:
Amount of gain (loss) during the period		266		(4,788)		(1)		(20)		1,324		266		—		(1)
Reclassification adjustment for net interest expense
included in net income (2)		2,549		2,636		316		1,270		426		2,549		—		316
		2,815		(2,152)		315		1,250		1,750		2,815		—		315
Tax effect		823		(646)		97		375		538		823		—		97
		1,992		(1,506)		218		875		1,212		1,992		—		218
Other comprehensive income (loss)	$	(3,202)	$	(1,454)	$	(2,014)	$	1,214
Other comprehensive loss									$	(65,380)	$	(3,202)	$	(21,465)	$	(2,014)

(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:~~tax.



			Current						Current
	Balance		Period		Balance		Balance		Period		Balance
(in thousands)	12/31/20		Change		9/30/21		12/31/21		Change		9/30/22
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	$	(66,592)	$	(64,637)
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)		1,212		—
Accumulated other comprehensive income, net of tax	$	3,570	$	(3,202)	$	368
Accumulated other comprehensive loss, net of tax							$	(2,313)	$	(65,380)	$	(67,693)

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								September 30, 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	$	322,278	$	70	$	(29,075)	$	293,273
Pass-through mortgage securities		215,793		1,139		(4,170)		212,762		179,220		—		(34,162)		145,058
Collateralized mortgage obligations		115,194		134		(1,890)		113,438		137,138		—		(20,353)		116,785
Corporate bonds		119,000		90		(306)		118,784		119,000		—		(9,895)		109,105
	$	769,636	$	13,033	$	(6,922)	$	775,747	$	757,636	$	70	$	(93,485)	$	664,221

	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~~2022 and December 31, ~~2020,~~2021, investment securities with a carrying value of ~~$336.3~~$395.2 million and ~~$380.7~~$425.0 million, respectively, were pledged as collateral to secure public deposits, borrowed funds and derivative liabilities.

There were 0no 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~~2022 and December 31, ~~2020.~~2021.

There was no allowance for credit losses associated with the investment securities portfolio at September 30, 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												September 30, 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)	$	256,859	$	(24,416)	$	8,361	$	(4,659)	$	265,220	$	(29,075)
Pass-through mortgage securities		184,447		(4,170)		—		—		184,447		(4,170)		13,731		(1,863)		131,326		(32,299)		145,057		(34,162)
Collateralized mortgage obligations		105,821		(1,890)		—		—		105,821		(1,890)		43,663		(1,338)		73,122		(19,015)		116,785		(20,353)
Corporate bonds		—		—		30,694		(306)		30,694		(306)		81,000		(7,000)		28,105		(2,895)		109,105		(9,895)
Total temporarily impaired	$	312,017	$	(6,616)	$	30,694	$	(306)	$	342,711	$	(6,922)	$	395,253	$	(34,617)	$	240,914	$	(58,868)	$	636,167	$	(93,485)

	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,~~2022, approximately ~~$21.7~~$265.2 million of state and municipal bonds had an unrealized loss of ~~$556,000.~~$29.1 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,~~2022, approximately ~~$184.4~~$145.1 million of pass-through mortgage ~~security~~securities had an unrealized loss of ~~$4.2~~$34.2 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.

Collateralized Mortgage Obligations

At September 30, ~~2021,~~2022, approximately ~~$105.8~~$116.8 million of collateralized mortgage obligations had an unrealized loss of ~~$1.9~~$20.4 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,~~2022, approximately ~~$30.7~~$109.1 million of ~~the~~ corporate bonds had an unrealized loss of ~~$306,000.~~$9.9 million. The ~~Bank’s~~ corporate ~~bond portfolio represents~~bonds represent senior unsecured debt obligations of 6six 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.~~2022.

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



	Nine Months Ended				Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				September 30,				September 30,
(in thousands)	2021		2020		2021		2020		2022		2021		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 months ended September 30, 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~~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	$	14,996	$	14,905
After 1 through 5 years		86,418		84,054
After 5 through 10 years		209,402		194,397
After 10 years		130,462		109,022
Mortgage-backed securities		316,358		261,843
	$	757,636	$	664,221

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		September 30, 2022		December 31, 2021
Commercial and industrial	$	67,379	$	100,015	$	112,873	$	90,386
SBA PPP		65,505		139,487		193		30,534
Commercial mortgages:
Multifamily		771,801		776,976		927,717		864,207
Other		584,199		513,176		793,592		700,872
Owner-occupied		150,382		130,919		220,905		171,533
Residential mortgages:
Closed end		1,215,395		1,316,727		1,233,005		1,202,374
Revolving home equity		46,072		54,005		43,276		44,139
Consumer and other		680		2,149		1,642		991
	$	2,901,413	$	3,033,454	$	3,333,203	$	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. Modifications to borrowers experiencing financial difficulty are included in loans collectively evaluated for credit loss. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. A charge to the allowance for credit losses is generally not recorded upon modification.

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 and residential mortgages and commercial and industrial loans and chargeoffs were the main drivers of the provision recorded in the ~~Bank’s Q-factors showed improvement in the third quarter~~first nine months of ~~2021 and, together with a decline~~2022, partially offset by declines in historical loss rates ~~were the key drivers in estimating the ACL at September 30, 2021:~~

~~average growth rates in the residential mortgage~~ 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 ‎9/30/2022
Commercial and industrial	$	1,416	$	227	$	188	$	(519)	$	858	$	888	$	424	$	64	$	940	$	1,468
SBA PPP		209		—		—		(111)		98		46		—		—		(42)		4
Commercial mortgages:
Multifamily		9,474		544		—		(1,103)		7,827		8,154		—		—		267		8,421
Other		4,913		—		—		859		5,772		6,478		—		—		1,014		7,492
Owner-occupied		1,905		165		91		180		2,011		2,515		—		—		503		3,018
Residential mortgages:
Closed end		14,706		79		19		(2,205)		12,441		11,298		372		—		(345)		10,581
Revolving home equity		407		—		254		(156)		505		449		—		—		(101)		348
Consumer and other		7		1		1		(3)		4		3		—		—		12		15
	$	33,037	$	1,016	$	553	$	(3,058)	$	29,516	$	29,831	$	796	$	64	$	2,248	$	31,347

(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 ‎7/1/2022		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎9/30/2022
Commercial and industrial	$	1,041	$	344	$	21	$	750	$	1,468
SBA PPP		7		—		—		(3)		4
Commercial mortgages:
Multifamily		8,877		—		—		(456)		8,421
Other		6,924		—		—		568		7,492
Owner-occupied		2,961		—		—		57		3,018
Residential mortgages:
Closed end		10,694		284		—		171		10,581
Revolving home equity		350		—		—		(2)		348
Consumer and other		11		—		—		4		15
	$	30,865	$	628	$	21	$	1,089	$	31,347



(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 ‎9/30/2021
Commercial and industrial	$	1,493	$	(244)	$	1,124	$	295	$	995	$	1,415	$	1,416	$	227	$	188	$	(519)	$	858
SBA PPP		—		—		—		—		250		250		209		—		—		(111)		98
Commercial mortgages:
Multifamily		7,151		1,059		298		—		778		8,690		9,474		544		—		(1,103)		7,827
Other		3,498		(47)		502		1		993		3,943		4,913		—		—		859		5,772
Owner-occupied		921		778		—		—		(77)		1,622		1,905		165		91		180		2,011
Residential mortgages:
Closed end		15,698		1,356		175		2		(566)		16,315		14,706		79		19		(2,205)		12,441
Revolving home equity		515		(6)		33		—		78		554		407		—		254		(156)		505
Consumer and other		13		(8)		3		2		(1)		3		7		1		1		(3)		4
	$	29,289	$	2,888	$	2,135	$	300	$	2,450	$	32,792	$	33,037	$	1,016	$	553	$	(3,058)	$	29,516



(in thousands)	Balance at ‎7/1/2020		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎9/30/2020		Balance at ‎7/1/2021		Chargeoffs		Recoveries		Provision (Credit) for Credit Losses		Balance at ‎9/30/2021
Commercial and industrial	$	1,593	$	309	$	38	$	93	$	1,415	$	1,008	$	—	$	20	$	(170)	$	858
SBA PPP		249		—		—		1		250		141		—		—		(43)		98
Commercial mortgages:
Multifamily		8,856		298		—		132		8,690		8,613		292		—		(494)		7,827
Other		3,860		502		1		584		3,943		5,363		—		—		409		5,772
Owner-occupied		1,622		—		—		—		1,622		1,895		—		—		116		2,011
Residential mortgages:
Closed end		17,384		156		—		(913)		16,315		13,316		—		16		(891)		12,441
Revolving home equity		482		33		—		105		554		628		—		254		(377)		505
Consumer and other		5		—		—		(2)		3		4		1		—		1		4
	$	34,051	$	1,298	$	39	$	—	$	32,792	$	30,968	$	293	$	290	$	(1,449)	$	29,516

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																September 30, 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	$	333	$	—	$	—	$	—	$	—	$	333	$	112,540	$	112,873
SBA PPP		379		26		—		—		—		405		65,100		65,505		193		—		—		—		—		193		—		193
Commercial mortgages:
Multifamily		951		—		—		—		—		951		770,850		771,801		—		—		—		—		—		—		927,717		927,717
Other		—		—		—		—		—		—		584,199		584,199		—		—		—		—		—		—		793,592		793,592
Owner-occupied		—		—		—		—		—		—		150,382		150,382		—		—		—		—		—		—		220,905		220,905
Residential mortgages:
Closed end		130		—		—		—		1,235		1,365		1,214,030		1,215,395		—		—		—		—		—		—		1,233,005		1,233,005
Revolving home equity		—		—		—		—		—		—		46,072		46,072		—		—		—		—		—		—		43,276		43,276
Consumer and other		8		—		—		—		—		8		672		680		—		—		—		—		—		—		1,642		1,642
	$	1,555	$	26	$	—	$	—	$	1,235	$	2,816	$	2,898,597	$	2,901,413	$	526	$	—	$	—	$	—	$	—	$	526	$	3,332,677	$	3,333,203

	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 0no loans in the process of foreclosure 0rnor did the Bank hold any foreclosed residential real estate property at September 30, ~~2021~~2022 or December 31, ~~2020.~~2021.

Accrued interest receivable from loans totaled ~~$8.0~~$8.9 million and ~~$9.7~~$8.0 million at September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, and is included in the line item “Other assets” on the consolidated balance sheets.

~~Troubled Debt Restructurings.~~Loan Modifications. ~~A restructuring constitutes a troubled debt restructuring (“TDR”) when it includes a concession by~~The Bank did not modify the ~~Bank and the borrower is experiencing financial difficulty. In order to determine whether a borrower is~~terms of any loans for borrowers 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~~form of principal forgiveness, an interest reduction, an other-than-insignificant payment delay or a ~~TDR~~term extension during the first nine months of 2022 or 2021, ~~or 2020.~~

~~At September 30, 2021 and December 31, 2020,~~nor did the Bank ~~had 0 allowance allocated to TDRs and 0~~have 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~~to such borrowers at September 30, ~~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.~~2022 or December 31, 2021.

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.

‎

The following tables present 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. Also presented are gross chargeoffs and recoveries recorded in the current year-to-date period by origination year.



		September 30, 2021																	September 30, 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:
Risk rating:
Pass		$	16,160	$	12,721	$	7,332	$	1,637	$	3,405	$	7,364	$	17,111	$	65,730		$	28,101	$	30,194	$	10,697	$	6,006	$	8,278	$	8,672	$	15,638	$	107,586
Watch			—		249		1,400		—		—		—		—		1,649			—		5,001		271		—		—		—		15		5,287
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	16,160	$	12,970	$	8,732	$	1,637	$	3,405	$	7,364	$	17,111	$	67,379		$	28,101	$	35,195	$	10,968	$	6,006	$	8,278	$	8,672	$	15,653	$	112,873

Current-period gross chargeoffs																			$	—	$	—	$	—	$	—	$	—	$	—	$	(424)	$	(424)
Current-period recoveries																				—		—		—		—		—		—		64		64
Current-period net chargeoffs																			$	—	$	—	$	—	$	—	$	—	$	—	$	(360)	$	(360)

SBA PPP:
Risk rating:
Pass		$	64,993	$	512	$	—	$	—	$	—	$	—	$	—	$	65,505		$	—	$	—	$	193	$	—	$	—	$	—	$	—	$	193
Watch			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	64,993	$	512	$	—	$	—	$	—	$	—	$	—	$	65,505		$	—	$	—	$	193	$	—	$	—	$	—	$	—	$	193

Current-period gross chargeoffs																			$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current-period recoveries																				—		—		—		—		—		—		—		—
Current-period net chargeoffs																			$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial mortgages – multifamily:	Commercial mortgages – multifamily:																	Commercial mortgages – multifamily:
Risk rating:
Pass		$	78,833	$	40,740	$	149,303	$	153,626	$	137,240	$	204,319	$	—	$	764,061		$	191,239	$	181,529	$	39,899	$	125,813	$	122,263	$	260,415	$	225	$	921,383
Watch			—		—		—		—		—		1,269		—		1,269			—		—		—		—		—		—		—		—
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		6,471		—		—		6,471			—		—		—		—		—		6,334		—		6,334
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	78,833	$	40,740	$	149,303	$	153,626	$	143,711	$	205,588	$	—	$	771,801		$	191,239	$	181,529	$	39,899	$	125,813	$	122,263	$	266,749	$	225	$	927,717

Current-period gross chargeoffs																			$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current-period recoveries																				—		—		—		—		—		—		—		—
Current-period net chargeoffs																			$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial mortgages – other:	Commercial mortgages – other:																	Commercial mortgages – other:
Risk rating:
Pass		$	100,522	$	116,587	$	43,777	$	47,474	$	45,351	$	219,239	$	—	$	572,950		$	178,787	$	225,269	$	112,317	$	34,647	$	44,121	$	190,614	$	—	$	785,755
Watch			—		—		—		—		—		5,383		—		5,383			—		—		—		—		939		—		—		939
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		5,866		—		5,866			—		—		—		—		—		6,898		—		6,898
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	100,522	$	116,587	$	43,777	$	47,474	$	45,351	$	230,488	$	—	$	584,199		$	178,787	$	225,269	$	112,317	$	34,647	$	45,060	$	197,512	$	—	$	793,592

Current-period gross chargeoffs																			$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current-period recoveries																				—		—		—		—		—		—		—		—
Current-period net chargeoffs																			$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial mortgages – owner-occupied:	Commercial mortgages – owner-occupied:																	Commercial mortgages – owner-occupied:
Risk rating:
Pass		$	38,943	$	20,687	$	36,895	$	3,100	$	8,778	$	35,986	$	—	$	144,389		$	54,919	$	62,134	$	21,321	$	41,821	$	2,819	$	36,793	$	1,098	$	220,905
Watch			—		—		5,993		—		—		—		—		5,993			—		—		—		—		—		—		—		—
Special Mention			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
Doubtful			—		—		—		—		—		—		—		—			—		—		—		—		—		—		—		—
		$	38,943	$	20,687	$	42,888	$	3,100	$	8,778	$	35,986	$	—	$	150,382		$	54,919	$	62,134	$	21,321	$	41,821	$	2,819	$	36,793	$	1,098	$	220,905
Residential mortgages:
Pass		$	131,938	$	40,995	$	19,122	$	223,983	$	284,136	$	513,030	$	46,072	$	1,259,276
Watch			—		—		—		—		—		291		—		291
Special Mention			—		—		—		—		—		—		—		—
Substandard			—		—		—		922		—		978		—		1,900
Doubtful			—		—		—		—		—		—		—		—
		$	131,938	$	40,995	$	19,122	$	224,905	$	284,136	$	514,299	$	46,072	$	1,261,467
Consumer and other:
Pass		$	78	$	2	$	124	$	12	$	16	$	327	$	—	$	559
Watch			—		—		—		—		—		—		—		—
Special Mention			—		—		—		—		—		—		—		—
Substandard			—		—		—		—		—		—		—		—
Doubtful			—		—		—		—		—		—		—		—
Not Rated			—		—		—		—		—		—		121		121
		$	78	$	2	$	124	$	12	$	16	$	327	$	121	$	680

Total Loans		$	431,467	$	232,493	$	263,946	$	430,754	$	485,397	$	994,052	$	63,304	$	2,901,413
Current-period gross chargeoffs																			$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current-period recoveries																				—		—		—		—		—		—		—		—
Current-period net chargeoffs																			$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—



	September 30, 2022
	Term Loans by Origination Year												Revolving
(in thousands)	2022		2021		2020		2019		2018		Prior		Loans (1)		Total
Residential mortgages:
Risk rating:
Pass	$	173,556	$	170,685	$	37,500	$	17,272	$	187,310	$	646,210	$	43,276	$	1,275,809
Watch		—		—		—		—		—		472		—		472
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
	$	173,556	$	170,685	$	37,500	$	17,272	$	187,310	$	646,682	$	43,276	$	1,276,281

Current-period gross chargeoffs	$	—	$	—	$	—	$	—	$	—	$	(372)	$	—	$	(372)
Current-period recoveries		—		—		—		—		—		—		—		—
Current-period net chargeoffs	$	—	$	—	$	—	$	—	$	—	$	(372)	$	—	$	(372)

Consumer and other:
Risk rating:
Pass	$	295	$	—	$	—	$	100	$	—	$	92	$	810	$	1,297
Watch		—		—		—		—		—		—		—		—
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Not Rated		—		—		—		—		—		—		345		345
	$	295	$	—	$	—	$	100	$	—	$	92	$	1,155	$	1,642

Current-period gross chargeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current-period recoveries		—		—		—		—		—		—		—		—
Current-period net chargeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total Loans	$	626,897	$	674,812	$	222,198	$	225,659	$	365,730	$	1,156,500	$	61,407	$	3,333,203
Total net chargeoffs	$	—	$	—	$	—	$	—	$	—	$	(372)	$	(360)	$	(732)

(1) Includes commercial and industrial and residential mortgage lines converted to term of ~~$5.1~~$5.3 million and ~~$9.5~~$9.1 million, respectively.

December 31, 2020
Term Loans by Origination Year
Revolving
(in thousands)
2020
2019
2018
2017
2016
Prior
Loans (1)
Total
Commercial and industrial:
Pass
$
22,848
$
8,789
$
7,542
$
6,033
$
5,505
$
19,086
$
20,473
$
90,276
Watch
—
1,508
—
4,000
—
1,842
—
7,350
Special Mention
48
—
65
115
—
301
—
529
Substandard
1,298
400
—
—
—
162
—
1,860
Doubtful
—
—
—
—
—
—
—
—
$
24,194
$
10,697
$
7,607
$
10,148
$
5,505
$
21,391
$
20,473
$
100,015
SBA PPP:
Pass
$
139,487
$
—
$
—
$
—
$
—
$
—
$
—
$
139,487
Watch
—
—
—
—
—
—
—
—
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
$
139,487
$
—
$
—
$
—
$
—
$
—
$
—
$
139,487
Commercial mortgages – multifamily:
Pass
$
25,719
$
152,142
$
160,998
$
152,648
$
30,342
$
242,527
$
—
$
764,376
Watch
—
—
—
3,772
2,267
—
—
6,039
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
6,561
—
—
—
6,561
Doubtful
—
—
—
—
—
—
—
—
$
25,719
$
152,142
$
160,998
$
162,981
$
32,609
$
242,527
$
—
$
776,976
Commercial mortgages – other:
Pass
$
117,602
$
44,398
$
49,873
$
50,547
$
105,512
$
137,960
$
—
$
505,892
Watch
—
—
—
—
—
1,403
—
1,403
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
5,881
—
5,881
Doubtful
—
—
—
—
—
—
—
—
$
117,602
$
44,398
$
49,873
$
50,547
$
105,512
$
145,244
$
—
$
513,176
Commercial mortgages – owner-occupied:
Pass
$
11,444
$
37,406
$
8,751
$
9,493
$
12,388
$
43,009
$
—
$
122,491
Watch
—
6,094
—
—
—
—
—
6,094
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
1,840
—
494
—
2,334
Doubtful
—
—
—
—
—
—
—
—
$
11,444
$
43,500
$
8,751
$
11,333
$
12,388
$
43,503
$
—
$
130,919
Residential mortgages:
Pass
$
38,759
$
21,964
$
279,329
$
339,700
$
253,873
$
381,842
$
53,223
$
1,368,690
Watch
—
—
—
—
—
298
414
712
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
—
457
—
—
505
368
1,330
Doubtful
—
—
—
—
—
—
—
—
$
38,759
$
21,964
$
279,786
$
339,700
$
253,873
$
382,645
$
54,005
$
1,370,732
Consumer and other:
Pass
$
106
$
198
$
3
$
25
$
236
$
296
$
—
$
864
Watch
—
—
—
—
—
—
—
—
Special Mention
—
—
—
—
—
—
—
—
Substandard
—
229
—
—
—
—
—
229
Doubtful
—
—
—
—
—
—
—
—
Not Rated
—
—
—
—
—
—
1,056
1,056
$
106
$
427
$
3
$
25
$
236
$
296
$
1,056
$
2,149
Total Loans
$
357,311
$
273,128
$
507,018
$
574,734
$
410,123
$
835,606
$
75,534
$
3,033,454

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

5 - STOCK-BASED COMPENSATION

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

Weighted-
Weighted-
Average
Aggregate
Average
Remaining
Intrinsic
Number of
Grant-Date
Contractual
Value
RSUs
Fair Value
Term (yrs.)
(in thousands)
Outstanding at January 1, 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	139,279		19.68
Converted	(94,991)		18.87
Forfeited	(1,272)		17.49
Outstanding at September 30, 2022	250,375	$	18.36		1.05	$	4,316

As of September 30, ~~2021,~~2022, there was ~~$2.0~~$2.5 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~~1.7 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.

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:
September 30, 2022:
Financial Assets:
Available-for-Sale Securities:
State and municipals									$	293,273	$	—	$	292,706	$	567
Pass-through mortgage securities										145,058		—		145,058		—
Collateralized mortgage obligations										116,785		—		116,785		—
Corporate bonds										109,105		—		109,105		—
									$	664,221	$	—	$	663,654	$	567

December 31, 2021:
Financial Assets:
Available-for-Sale Securities:
State and municipals	$	330,763	$	—	$	329,793	$	970	$	327,171	$	—	$	326,201	$	970
Pass-through mortgage securities		212,762		—		212,762		—		182,957		—		182,957		—
Collateralized mortgage obligations		113,438		—		113,438		—		106,082		—		106,082		—
Corporate bonds		118,784		—		118,784		—		118,108		—		118,108		—
	$	775,747	$	—	$	774,777	$	970	$	734,318	$	—	$	733,348	$	970
Financial Liabilities:
Derivative - interest rate swaps	$	2,470	$	—	$	2,470	$	—	$	1,750	$	—	$	1,750	$	—

December 31, 2020:
Financial Assets:
Available-for-Sale Securities:
State and municipals	$	364,211	$	—	$	362,776	$	1,435
Pass-through mortgage securities		131,720		—		131,720		—
Collateralized mortgage obligations		53,711		—		53,711		—
Corporate bonds		113,080		—		113,080		—
	$	662,722	$	—	$	661,287	$	1,435
Financial Liabilities:
Derivative - interest rate swaps	$	5,285	$	—	$	5,285	$	—

State and municipal ~~available-for-sale~~AFS securities measured using Level 3 inputs. The Bank held 6five non-rated bond anticipation notes with a book value of ~~$1.0~~$0.6 million at September 30, ~~2021.~~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.~~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~~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.

1817

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	September 30, 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	$	62,210	$	62,210		$	43,675	$	43,675
Loans	Level 3		2,871,897		2,852,674		3,000,417		2,998,325	Level 3		3,301,856		3,024,385	(1)		3,075,205		3,048,791
Restricted stock	Level 1		19,935		19,935		20,814		20,814	n/a		21,601		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		1,397,166		1,397,166			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		1,784,964		1,784,964			1,685,410		1,685,410
Time deposits	Level 2		229,943		235,810		434,354		444,155	Level 2		404,627		392,853			228,837		232,973
Short-term borrowings	Level 1		50,000		50,000		60,095		60,095	Level 1		40,000		40,000			125,000		125,000
Long-term debt	Level 2		226,002		230,789		246,002		253,617	Level 2		264,835		260,629			186,322		188,413

(1) The decrease in fair value of loans is due to an increase in interest rates.

7 – DERIVATIVES

As part of its asset liability management activities, the Corporation ~~utilizes~~utilized 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~~short-term borrowings on the consolidated balance ~~sheet. The~~sheets. On April 18, 2022, 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~~terminated and the ~~Bank repaid $150 million of brokered certificates of deposit (“CDs”) used in the cash flow hedge.~~FHLB advance was paid off. Termination fees were immaterial.

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

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



	September 30, 2022	December 31, 2021
Notional amount	—	$50 million
Weighted average fixed pay rate	—	2.62%
Weighted average 3-month LIBOR receive rate	—	0.13%
Weighted average maturity	—	2.05 Years

Interest expense recorded on ~~the~~ swap transactions, which totaled ~~$2.5 million~~$426,000 and ~~$2.6~~$2.5 million for the nine months ended September 30, 2022 and 2021, ~~and 2020,~~ respectively, iswas recorded as a component of interest expense in the consolidated statements of income. Amounts reported in accumulated OCI related to swaps ~~will be~~were reclassified to interest expense as interest payments ~~are~~were made on the Bank’s variable-rate liabilities. During the nine months ended September 30, ~~2021,~~2022, the Corporation had ~~$2.5 million~~$426,000 of reclassifications to interest expense. ~~During the next 12 months, the Corporation estimates that $859,000 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				Nine Months Ended				Three Months Ended
	September 30,				September 30,				September 30,				September 30,
(in thousands)	2021		2020		2021		2020		2022		2021		2022		2021
Interest rate contracts:
Amount of gain (loss) recognized in OCI (effective portion)	$	266	$	(4,788)	$	(1)	$	(20)	$	1,324	$	266	$	—	$	(1)
Amount of loss reclassified from OCI to interest expense		2,549		2,636		316		1,270		426		2,549		—		316
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
Notional
Fair Value
Notional
Fair Value
(in thousands)
Amount
Asset
Liability
Amount
Asset
Liability
Included in other liabilities
$
—
$
2,470
$
—
$
5,285
Interest rate swap hedging brokered CDs
$
—
$
150,000
Interest rate swap hedging FHLB advances
$
50,000
$
50,000



	September 30, 2022						December 31, 2021
	Notional		Fair Value					Notional	Fair Value
(in thousands)	Amount		Asset		Liability			Amount	Asset		Liability
Included in other liabilities			$	—	$	—			$	—	$	1,750
Interest rate swap hedging FHLB advances	$	—					$	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, the Bank was in compliance with the collateral posting provisions of its counterparty. The total amount of collateral posted was approximately $2.8 million. If the Bank had breached any of these provisions at September 30, 2021, it could have been required to settle its obligations under the agreement at the termination value.

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

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

Overview

Net income and diluted earnings per share for the first nine months of ~~2021~~2022 were $37.0 million and $1.61, respectively, compared to $34.1 million and $1.43, ~~respectively, compared to $30.7 million and $1.28,~~ respectively, for the same period last year. Dividends per share increased ~~5.5%~~5.2%, from ~~$.55~~$.58 for the first nine months of ~~2020~~2021 to ~~$.58~~$.61 for the current period. Returns on average assets (“ROA”) and average equity (“ROE”) for the first nine months of ~~2021~~2022 were 1.17% and 12.57%, respectively, compared to 1.09% and 10.96%~~, respectively, versus .98% and 10.49%~~, respectively, for the same period last year. Book value per share was ~~$17.79~~$15.87 at the close of the current period, compared to ~~$17.11~~$17.81 at year-end ~~2020.~~2021.

Analysis of Earnings – Nine Month Periods. Net income for the first nine months of ~~2021~~2022 was ~~$34.1~~$37.0 million, an increase of ~~$3.4~~$3.0 million, or ~~11.1%~~8.7%, versus the same period last year. The increase is primarily due to growth in net interest income of ~~$2.4~~$8.5 million, or ~~3.1%~~10.7%, and noninterest income ~~net~~ of ~~gains on sales of~~$887,000, or 10.3%, excluding 2021 securities ~~of $219,000, and a decline in the provision for credit losses of $5.5 million.~~gains. These items were partially offset by increases in the provision for credit losses of $5.3 million, noninterest expense ~~net~~ of ~~debt extinguishment costs, of $2.9 million,~~$193,000 and income tax expense of ~~$2.4 million.~~$353,000.

The increase in net interest income reflects growth in interest income on loans due to an increase in average loans outstanding at September 30, 2022 and a decline in interest expense related to the maturity and termination of the Bank’s interest rate swap in April 2022. Also contributing to the increase was 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 increase is also attributable to higher income from SBA PPP loans of $3.2 million. PPP income for~~While 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 of a maturing interest rate swap in May 2021 lowered the cost of funds in the 2021 period by $1.5 million.

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 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 and time deposit rates. The average cost of interest-bearing liabilities declined ~~48 bps from 1.19%~~when comparing the nine-month periods, current funding costs are increasing due to higher market interest rates and competition.

During the third quarter of 2022, we originated $130 million of loans with a weighted average rate of approximately 4.51% which includes $79 million of commercial mortgages at a weighted average rate of 4.62%. The mortgage loan pipeline was $68 million with a weighted average rate of 5.51% at September 30, 2022. The amount of originations during the quarter and the pipeline at quarter-end reflect lower demand for loans in the ~~first nine months of 2020~~marketplace due to ~~.71% for the current nine-month period.~~higher interest rates.

Net interest margin for the first nine months of ~~2021~~2022 was ~~2.70%~~2.95% versus ~~2.64%~~2.70% for the ~~2020 period. Income from~~2021 period which includes 9 basis points (“bps”) and 14 bps, respectively, related to prepayment fees, late fees and PPP ~~loans improved~~income. Significant increases in interest rates due to inflation are expected to adversely affect net interest income and margin ~~for~~which are largely dependent on changes in 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 will be fully satisfied by March 31, 2022.yield curve and competitive and economic conditions.

The ~~mortgage loan pipeline was $165~~provision for credit losses increased $5.3 million ~~at September 30,~~when comparing the nine-month periods from a credit of $3.1 million in the 2021 ~~with a weighted average rate of approximately 3.0%. Sluggish loan demand and competition among bank and non-bank lenders continues to put pressure on the pipeline and originations.~~ ~~The expansion of our lending teams helped grow commercial mortgages by $174.5 million since September 30, 2020 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~~period to a ~~decrease~~charge of $2.2 million in ~~commercial~~the 2022 period. The provision for the current nine-month period was mainly due to an increase in outstanding mortgage loans and ~~industrial loans outstanding. We believe the economic impact of the pandemic~~chargeoffs, partially offset by lower historical loss rates and ~~the stimulus packages passed by Congress contributed to decreased loan demand, lower levels of outstanding balances on existing credit lines~~changes in current and ~~the high level of cash on our balance sheet.~~forecasted conditions.

The increase in noninterest income ~~net~~of $887,000, excluding $606,000 of gains on sales of securities ~~of $219,000~~in 2021, is primarily attributable to ~~increases in~~a final transition payment 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~~merchant card services and ~~credit cards.~~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 a revenue sharing agreement and 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~~Noninterest expense increased $193,000 when comparing the nine-month ~~periods from a provision of $2.5 million in the 2020 period to a credit of $3.1 million~~periods. Noninterest expense in the 2021 ~~period. The credit provision for~~period included charges related to the ~~current period~~2021 branch optimization strategy. Excluding the branch optimization charges, the increase in operating expenses totaled $1.4 million which was ~~mainly due~~attributable to ~~improvements in economic conditions, asset quality~~higher salaries and benefits expense, occupancy and equipment expense and other ~~portfolio metrics,~~expense. The salary and ~~a decline~~benefits increase includes recruiting of seasoned banking professionals, mid-year salary increases in ~~outstanding residential mortgage loans, partially offset by net chargeoffs~~2022 and higher incentive and stock-based compensation expenses. The occupancy and equipment increase includes the costs of ~~$463,000. The net chargeoffs were mainly~~new branch locations on the ~~result~~east-end of ~~sales of four commercial mortgages.~~

Long Island and new corporate office space in Melville, N.Y. The increase in ~~noninterest~~other expense net of debt extinguishment 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~~marketing expense, relocation costs and ~~employee benefits related to staffing our new Riverhead Branch, building our lending and credit teams, normal salary adjustments and an increase in~~other cost of operating 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.~~business.

Income tax expense increased ~~$2.4 million due to growth in pre-tax earnings in 2021~~$353,000 and ~~an increase in~~ the effective tax rate (income tax expense as a percentage of pre-tax book income) decreased from 20.2% to ~~20.2% for~~19.5% when comparing the ~~2021 period from 16.8% for the 2020 period.~~nine-month periods. The ~~increase~~decrease in the effective tax rate is mainly due to ~~a decrease~~the purchase of $20 million of BOLI in ~~the percentage of pre-tax income derived from tax-exempt municipal securities and bank-owned life insurance in~~December 2021 and being in a ~~change in~~capital tax position for New York State (“NYS”) and NYC purposes. The increase in income tax ~~law~~expense is due to ~~implement a capital tax~~higher pre-tax earnings in the ~~second quarter of 2021.~~current nine-month period as compared to the 2021 period partially offset by the lower effective tax rate.

Asset Quality. The Bank’s allowance for credit losses to total loans (reserve coverage ratio) was ~~1.02%~~.94% at September 30, ~~2021~~2022 as compared to ~~1.09%~~.93% at June 30, 2022 and .96% at December 31, ~~2020. Excluding PPP loans, the reserve coverage ratio was 1.04% and 1.13%, respectively.~~2021. The ~~decrease~~increase in the reserve coverage ratio during the third quarter was mainly due to ~~improvements in~~current and forecasted economic ~~conditions, asset quality~~conditions. Nonaccrual and ~~other portfolio metrics. Nonaccrual~~modified loans ~~TDRs~~ and loans past due 30 through 89 days ~~remain~~are at very low levels.

Key Initiatives and ~~Challenges We Face~~Milestones. We continue focusing on ~~the Bank’s~~ strategic initiatives supporting the ~~expansion and profitability~~growth of our balance sheet with a profitable relationship banking business. Such initiatives include improving the quality of technology through continuing digital enhancements and IT system upgrades, 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 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 leased office space at 275 Broadhollow Road in Melville, N.Y.~~October 1, 2022 marked the Bank’s 95th anniversary. Since 1927, we have been helping our clients succeed. After 95 years, we continue to ~~act as our new corporate headquarters and to create a state-of-the-art branch. The Bank is looking to sell some~~be an important part of the ~~buildings it owns~~communities we operate in ~~Glen Head~~ and ~~move certain employees to the new location~~were recently recognized in the ~~first half~~annual Piper Sandler Small-All Star Class of ~~2022.~~2022 as one of the top 35 performing small-cap banks and thrifts in the country.

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.

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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.



	Nine Months Ended September 30,
	2022						2021
	Average		Interest/		Average		Average		Interest/		Average
(dollars in thousands)	Balance		Dividends		Rate		Balance		Dividends		Rate
Assets:
Interest-earning bank balances	$	35,373	$	314	1.19	%	$	217,501	$	204	.13	%
Investment securities:
Taxable (1)		438,475		6,242	1.90			456,244		6,065	1.77
Nontaxable (1) (2)		317,802		7,611	3.19			351,254		8,272	3.14
Loans (1) (2)		3,261,521		86,185	3.52			2,977,583		79,435	3.56
Total interest-earning assets		4,053,171		100,352	3.30			4,002,582		93,976	3.13
Allowance for credit losses		(30,332)						(31,905)
Net interest-earning assets		4,022,839						3,970,677
Cash and due from banks		34,041						34,026
Premises and equipment, net		37,967						38,362
Other assets		140,114						132,527
	$	4,234,961					$	4,175,592
Liabilities and Stockholders' Equity:
Savings, NOW & money market deposits	$	1,726,886		3,263	.25		$	1,808,349		3,451	.26
Time deposits		345,623		3,474	1.34			324,419		4,818	1.99
Total interest-bearing deposits		2,072,509		6,737	.43			2,132,768		8,269	.52
Short-term borrowings		62,837		775	1.65			55,238		1,062	2.57
Long-term debt		221,889		3,280	1.98			228,383		3,468	2.03
Total interest-bearing liabilities		2,357,235		10,792	.61			2,416,389		12,799	.71
Checking deposits		1,451,964						1,315,768
Other liabilities		31,826						27,856
		3,841,025						3,760,013
Stockholders' equity		393,936						415,579
	$	4,234,961					$	4,175,592

Net interest income (2)			$	89,560					$	81,177
Net interest spread (2)					2.69	%					2.42	%
Net interest margin (2)					2.95	%					2.70	%

(1) The average balances of loans include nonaccrual loans. The average balances of investment securities include unrealized gains and losses on ~~available-for-sale~~AFS securities in the 2021 period and exclude such amounts in the ~~average balances of loans include nonaccrual loans.~~2022 period. Unrealized gains and losses were immaterial in 2021.

Nine Months Ended September 30,
2021
2020
Average
Interest/
Average
Average
Interest/
Average
(dollars in thousands)
Balance
Dividends
Rate
Balance
Dividends
Rate
Assets:
Interest-earning bank balances
$
217,501
$
204
.13
%
$
111,979
$
159
.19
%
Investment securities:
Taxable
456,244
6,065
1.77
356,512
9,813
3.67
Nontaxable (1)
351,254
8,272
3.14
375,570
9,519
3.38
Loans (1)
2,977,583
79,435
3.56
3,146,738
83,353
3.53
Total interest-earning assets
4,002,582
93,976
3.13
3,990,799
102,844
3.44
Allowance for credit losses
(31,905)
(33,286)
Net interest-earning assets
3,970,677
3,957,513
Cash and due from banks
34,026
33,144
Premises and equipment, net
38,362
39,588
Other assets
132,527
135,351
$
4,175,592
$
4,165,596
Liabilities and Stockholders' Equity:
Savings, NOW & money market deposits
$
1,808,349
3,451
.26
$
1,687,377
7,946
.63
Time deposits
324,419
4,818
1.99
486,181
8,487
2.33
Total interest-bearing deposits
2,132,768
8,269
.52
2,173,558
16,433
1.01
Short-term borrowings
55,238
1,062
2.57
81,509
1,219
2.00
Long-term debt
228,383
3,468
2.03
420,255
6,177
1.96
Total interest-bearing liabilities
2,416,389
12,799
.71
2,675,322
23,829
1.19
Checking deposits
1,315,768
1,067,839
Other liabilities
27,856
31,878
3,760,013
3,775,039
Stockholders' equity
415,579
390,557
$
4,175,592
$
4,165,596
Net interest income (1)
$
81,177
$
79,015
Net interest spread (1)
2.42
%
2.25
%
Net interest margin (1)
2.70
%
2.64
%

~~(1)~~(2) 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%.

2221

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,						Nine Months Ended September 30,
	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	$	(299)	$	409	$	110
Investment securities:
Taxable		2,247		(5,995)		(3,748)		(250)		427		177
Nontaxable		(595)		(652)		(1,247)		(792)		131		(661)
Loans		(4,513)		595		(3,918)		7,584		(834)		6,750
Total interest income		(2,749)		(6,119)		(8,868)		6,243		133		6,376
Interest Expense:
Savings, NOW & money market deposits		527		(5,022)		(4,495)		(154)		(34)		(188)
Time deposits		(2,534)		(1,135)		(3,669)		307		(1,651)		(1,344)
Short-term borrowings		(453)		296		(157)		131		(418)		(287)
Long-term debt		(2,908)		199		(2,709)		(98)		(90)		(188)
Total interest expense		(5,368)		(5,662)		(11,030)		186		(2,193)		(2,007)
Increase (decrease) in net interest income	$	2,619	$	(457)	$	2,162
Increase in net interest income							$	6,057	$	2,326	$	8,383

Net Interest Income

Net interest income on a tax-equivalent basis for the nine months ended September 30, ~~2021~~2022 was ~~$81.2~~$89.6 million, an increase of ~~$2.2~~$8.4 million, or ~~2.7%~~10.3%, from ~~$79.0 million for~~ the same period of ~~2020.~~2021. The increase in net interest income reflects growth in interest income on loans of $6.8 million due to an increase in average loans outstanding of $283.9 million to $3.3 billion at September 30, 2022 and a decline in interest expense of $2.0 million related to the maturity and termination of the Bank’s interest rate swap in April 2022. Also contributing to the increase was a favorable shift in the mix of funding as an increase in average checking deposits of ~~$247.9~~$136.2 million, or ~~23.2%~~10.4%, and a decline in average interest-bearing liabilities of ~~$258.9~~$59.2 million, or ~~9.7%~~2.4%, resulted in average checking deposits comprising a larger portion of total funding. ~~The increase is also attributable to higher income from SBA PPP loans of $3.2 million. PPP income for~~While 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 of a maturing interest rate swap in May 2021 lowered the cost of funds in the 2021 period by $1.5 million.

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, 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-maturity and time deposit rates. The average cost of interest-bearing liabilities declined 4810 bps ~~from 1.19% for~~to .61% when comparing the nine-month periods, current funding costs are increasing due to higher market interest rates and competition.

Interest income on PPP loans declined $4.0 million to $1.1 million when comparing the first nine months of ~~2020~~2022 to ~~.71%~~the same period last year. Excluding PPP income, interest income on loans would have increased $10.8 million and the loan portfolio yield would have increased by 1 bp.

During the third quarter of 2022, we originated $130 million of loans with a weighted average rate of approximately 4.51% which includes $79 million of commercial mortgages at a weighted average rate of 4.62%. The mortgage loan pipeline was $68 million with a weighted average rate of 5.51% at September 30, 2022. The amount of originations during the quarter and the pipeline at quarter-end reflect lower demand for loans in the ~~current nine-month period.~~marketplace due to higher interest rates.

Net interest margin for the first nine months of ~~2021~~2022 was ~~2.70%~~2.95% versus ~~2.64%~~2.70% for the ~~2020 period. Income on~~2021 period which includes 9 bps and 14 bps, respectively, related to prepayment fees, late fees and PPP ~~loans improved~~income. Significant increases in interest rates due to inflation are expected to adversely affect net interest income and margin ~~for~~which are largely dependent on changes in 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.yield curve and competitive and economic conditions.

The mortgage loan pipeline was $165 million at September 30, 2021 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 of our lending teams helped grow commercial mortgages by $174.5 million since September 30, 2020 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.

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 $887,000, 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 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~~merchant card services of $387,000 and ~~credit cards~~income from BOLI of ~~$417,000.~~$484,000. These ~~items~~amounts were partially offset by a decrease in investment services income of ~~$586,000~~$610,000 as the shift to an outside service provider resulted in a revenue sharing agreement and less assets under management.

2322

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~~Noninterest expense increased $193,000 when comparing the nine-month periods. Noninterest expense in ~~noninterest expense, net of debt extinguishment costs, of $2.9 million includes~~the 2021 period included charges of $1.2 million related to the ~~previously announced closing and consolidation of eight branches as part of our~~2021 branch optimization strategy. ~~The $1.2~~Excluding the branch optimization charges, the increase in operating expenses totaled $1.4 million ~~includes severance-related salary~~which was attributable to higher salaries and benefits expense of ~~$123,000,~~$724,000, occupancy and equipment expense ~~related to rent, depreciation~~of $322,000 and ~~asset disposals~~other expense of ~~$1.1 million,~~$376,000. The salary and ~~telecom contract breakage~~benefits increase includes recruiting of seasoned banking professionals, mid-year salary increases in 2022 and higher incentive and stock-based compensation expenses. The occupancy and equipment increase includes the costs of ~~$40,000. The Bank expects $2.2 million~~new branch locations on the east-end of ~~additional closing-related expense~~Long Island and new corporate office space in ~~the fourth quarter of 2021.~~Melville, N.Y. The increase in ~~noninterest~~other expense ~~also~~ includes higher ~~salaries~~marketing expense, relocation costs and ~~employee benefits related to staffing our new Riverhead Branch, building our lending and credit teams, normal salary adjustments and an increase in~~other costs of operating 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.~~business.

Income Taxes

Income tax expense increased ~~$2.4 million due to growth in pre-tax earnings in 2021~~$353,000 and ~~an increase in~~ the effective tax rate decreased from 20.2% to ~~20.2% for~~19.5% when comparing the ~~2021 period from 16.8% for the 2020 period.~~nine-month periods. The ~~increase~~decrease in the effective tax rate is mainly due to ~~a decrease~~the purchase of $20 million of BOLI in ~~the percentage of pre-tax income derived from tax-exempt municipal securities and bank-owned life insurance in~~December 2021 and ~~a change~~being in ~~NYS tax law to implement~~ a capital tax position for NYS and NYC purposes. The increase in income tax expense is due to higher pre-tax earnings in the ~~second quarter of 2021.~~current nine-month period as compared to the 2021 period partially offset by the lower effective tax rate.

Results of Operations – Third Quarter ~~2021~~2022 Versus Third Quarter ~~2020~~2021

Net income for the third quarter of ~~2021~~2022 of ~~$11.4~~$12.5 million increased ~~$655,000,~~$1.0 million, or ~~6.1%~~9.1%, from ~~$10.8~~$11.4 million earned in the same quarter of last year. The increase is mainly ~~attributable~~due to growth in net interest income of $3.7 million, or 13.7%, partially offset by an increase in the provision for credit losses of $2.5 million. Also offsetting the increase in net interest income ~~of $690,000~~was an increase in salaries and ~~a credit provision of $1.4 million 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~~benefits expense of ~~$381,000. Net interest margin of 2.71% for the current quarter increased 5 bps as compared~~$780,000 due 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.~~periods. The increase in net income also reflects the aforementioned branch optimization charges of $1.2 million in the 2021 quarter.

The increase in net interest income was primarily due to growth in interest income on loans of $4.1 million driven by higher outstanding balances and yields, partially offset by higher interest expense due to increases in the average balance and cost of interest-bearing liabilities of $75.1 million and 14 bps, respectively, as depositors increasingly seek higher returns due to rising market interest rates and competition. The increase in the provision for credit losses was primarily due to charges for current and forecasted economic conditions and net chargeoffs of $607,000 on five loans sold during the 2022 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”), 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~~Q-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, loan concentrations and economic forecasts of unemployment, GDP and vacancies. 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 asand modifications made to ~~principal or interest payments and still accruing and TDRs.~~borrowers experiencing financial difficulty. These ~~assets~~risk elements 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%



	September 30,		December 31,
(in thousands)	2022		2021
Loans including modifications to borrowers experiencing financial difficulty:
Modified and performing according to their modified terms	$	485	$	554
Past due 30 through 89 days		526		460
Past due 90 days or more and still accruing		—		—
Nonaccrual		—		1,235
		1,011		2,249
Other real estate owned		—		—
	$	1,011	$	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~~increased $1.5 million during the first nine months of ~~2021,~~2022, amounting to ~~$29.5~~$31.3 million, or ~~1.02%~~.94% of total loans, at September 30, ~~2021~~2022 compared to ~~$33.0~~$29.8 million, or ~~1.09%~~.96% of total loans, at December 31, ~~2020. Excluding SBA PPP loans,~~2021. During the ~~reserve coverage ratio was 1.04%~~first nine months of 2022, the Bank had loan chargeoffs of $796,000, recoveries of $64,000 and ~~1.13% at September 30, 2021 and December 31, 2020, respectively.~~recorded a provision of $2.2 million. During the first nine months of 2021, the Bank had loan chargeoffs of $1.0 million, recoveries of $553,000 and recorded a credit provision of $3.1 million. ~~During~~The provision in the ~~first nine months of 2020, the Bank had loan~~current period was mainly due to an increase in outstanding mortgage loans and chargeoffs, ~~of $2.1 million, recoveries of $300,000~~partially offset by lower historical loss rates and ~~recorded a provision for credit losses of $2.5 million.~~changes in current and forecasted conditions. 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%~~97% of the Bank’s total loans outstanding at September 30, ~~2021.~~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, the pace of the recovery remains uncertain. These~~inflation and increasing rates pose new economic challenges and may result in higher ~~past due~~chargeoffs and ~~nonaccrual loans, TDRs and credit losses.~~provisions.

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~~2022 was ~~$259.1~~$62.2 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, proceeds from long-term debt and operations exceeded cash used to repay borrowings, purchase securities, originate loans, repurchase common stock and pay cash dividends.

Securities ~~increased $113.0~~decreased $70.1 million during the first nine months of ~~2021,~~2022, from ~~$662.7~~$734.3 million at year-end ~~2020~~2021 to ~~$775.7~~$664.2 million at September 30, ~~2021.~~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~~$38.1 million and unrealized losses of $96.2 million during the period, partially offset by purchases of $65.5 million.

During the first nine months of ~~2021,~~2022, total deposits grew ~~$50.0~~$271.5 million, or ~~1.5%~~8.2%, to ~~$3.4~~$3.6 billion at September 30, ~~2021.~~2022. The increase was attributable to growth in ~~checking deposits of $185.5 million and~~ savings, NOW and money market deposits of ~~$68.9~~$99.6 million and time deposits of $175.8 million, partially offset by a decrease of $3.8 million in checking deposits. 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 $165 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 onfrom its investment securities and loan portfolios, operations and investment securities designated as ~~available-for-sale.~~AFS. At September 30, ~~2021,~~2022, the Bank had approximately ~~$320.6~~$159.9 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~~may 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 billion at September 30, ~~2021.~~2022. The Bank’s borrowing capacity may be adjusted by the FRB of New York or the FHLB of New York and may take into account factors such as the Bank’s tangible common equity ratio, collateral margins required by the lender or other factors.

Capital

Stockholders’ equity was ~~$419.9~~$359.4 million at September 30, ~~2021~~2022 versus ~~$407.1~~$413.8 million at December 31, ~~2020.~~2021. The ~~increase~~decrease was mainly due to ~~net income~~a decline in the after-tax value of ~~$34.1~~the Bank’s AFS investment securities of $66.6 million, ~~partially offset by~~ cash dividends declared of ~~$13.7~~$13.9 million and common stock repurchases of ~~$6.3~~$13.9 million, partially offset by net income of $37.0 million. The aforementioned decline in value of the AFS investment securities portfolio was due to an increase in interest rates during the first nine months of 2022. The fair value of the AFS investment securities portfolio could continue to decline with further increases in interest rates.

The Corporation’s ROE for the first nine months of 2022 was 12.57%, an increase when compared to 10.96% for the same period last year. The increase in ROE was due to higher net income as well as an increase in accumulated other comprehensive loss due to a significant increase in the net unrealized loss in the AFS securities portfolio from higher interest rates. The losses in the AFS securities portfolio, which reduced the average balance of stockholders’ equity, accounted for 1.00% of the improvement in the ROE ratio when compared to the prior year period. The unrealized loss also accounted for a $2.86 reduction in book value per share of $15.87 at September 30, 2022. Book value per share was $17.81 at year-end 2021. Based on the Corporation’s market value per share at September 30, 2022 of $17.24, the dividend yield is 4.9%.

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~~2022 were ~~10.07%~~9.75%, ~~which satisfies~~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 of ~~2021,~~2022, the Corporation repurchased ~~301,265~~698,476 shares of its common stock at a total cost of ~~$6.3~~$13.9 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 $19.0 million under Board approved repurchase programs. We expect to continue ~~our repurchase program~~common stock repurchases 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~~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~~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.~~a static balance sheet. 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~~2023 and calculations of EVE at September 30, ~~2021~~2022 assuming rate changes of plus 100, 200 and 300 bps and minus 100, 200 and 300 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.~~a static balance sheet. The changes in EVE and net interest income 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 September 30, 2022			Year Ending September 30, 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
Rate Change Scenario (dollars in thousands)							Amount		Base Case	Amount		Base Case
+ 300 basis point rate shock	$	643,509	-6.3%	$	100,442	-0.4%	$	602,655	-20.3%	$	97,348	-15.8%
+ 200 basis point rate shock		665,048	-3.2%		101,073	0.2%		649,513	-14.1%		103,133	-10.8%
+ 100 basis point rate shock		685,192	-0.2%		101,479	0.6%		708,312	-6.4%		109,580	-5.2%
Base case (no rate change)		686,723	—		100,881	—		756,461	—		115,593	—
- 100 basis point rate shock		607,366	-11.6%		95,731	-5.1%		787,362	4.1%		120,034	3.8%
- 200 basis point rate shock								770,833	1.9%		118,491	2.5%
- 300 basis point rate shock								730,154	-3.5%		115,080	-0.4%

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~~ended September 30, ~~2022~~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 or 200 bps could positively impact the Bank’s net interest income for the same time period because the Bank would immediately pay less for overnight borrowings and be able

to reduce deposit rates while the downward repricing of its assets would lag. An immediate decrease in interest rates of 300 bps could negatively impact the Bank’s net interest income for the year ended September 30, 2023 because deposit and ~~EVE due~~wholesale funding costs could reach a floor of zero while interest earning assets would continue to ~~the inability to reduce interest rates on deposit accounts below zero.~~reprice downward for a longer period of time. 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. Management believes the Bank’s interest rate risk position is likely to be more pronounced in the current rapidly rising interest rate environment.

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~~expected future 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 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 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)
July 2022	—		—	—		$23,064,539
August 2022	209,579		$19.563	209,579		$18,964,542
September 2022	—		—	—		$18,964,542
Total	209,579		$19.563	209,579

(1) ~~On October 26, 2018, the~~The Corporation’s Board of Directors approved a ~~$20~~new $30 million common stock repurchase program which was announced on October 30, 2018. An additional $30 million was approved on April 16, 2019 and announced on April 18, 2019. On January 30, 2020, the Board of Directors approved an additional $15 million in stock repurchases, which was announced on January 31, ~~2020, for a total program size of $65 million.~~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.

‎

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INDEX OF EXHIBITS


Exhibit No.	Description of Exhibit
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,~~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)

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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~~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)

3331