Dime Community Bancshares, Inc. /NY/ - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Dime Community Bancshares, Inc. /NY/	tv478103_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Dime Community Bancshares, Inc. /NY/	tv478103_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Dime Community Bancshares, Inc. /NY/	tv478103_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2017

Commission file number 001-34096

BRIDGE BANCORP, INC.

(Exact name of registrant as specified in its charter)

NEW YORK	11-2934195
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

2200 MONTAUK HIGHWAY, BRIDGEHAMPTON, NEW YORK	11932
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 537-1000

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

There were 19,709,972 shares of common stock outstanding as of October 31, 2017.

BRIDGE BANCORP, INC.

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	3

	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2017 and 2016	4

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016	5

	Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2017 and 2016	6

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	7

	Condensed Notes to the Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50

Item 4.	Controls and Procedures	52

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	52

Item 1A.	Risk Factors	52

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52

Item 3.	Defaults Upon Senior Securities	53

Item 4.	Mine Safety Disclosures	53

Item 5.	Other Information	53

Item 6.	Exhibits	53

Signatures		53

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Item 1. Financial Statements

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (unaudited)

(In thousands, except share and per share amounts)

	September 30,			December 31,
	2017			2016
ASSETS
Cash and due from banks	$	57,915		$	102,280
Interest earning deposits with banks		29,038			11,558
Total cash and cash equivalents		86,953			113,838

Securities available for sale, at fair value		792,058			819,722
Securities held to maturity (fair value of $190,105 and $222,878, respectively)		189,603			223,237
Total securities		981,661			1,042,959

Securities, restricted		34,234			34,743

Loans held for investment		2,921,705			2,600,440
Allowance for loan losses		(29,273	)		(25,904	)
Loans, net		2,892,432			2,574,536

Premises and equipment, net		35,000			35,263
Accrued interest receivable		11,005			10,233
Goodwill		105,950			105,950
Other intangible assets		5,220			5,824
Prepaid pension		9,405			7,070
Bank owned life insurance		86,933			85,243
Other assets		35,485			38,911
Total Assets	$	4,284,278		$	4,054,570

LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits	$	1,194,819		$	1,151,268
Savings, NOW and money market deposits		1,785,184			1,568,009
Certificates of deposit of $100,000 or more		159,511			126,198
Other time deposits		63,794			80,534
Total deposits		3,203,308			2,926,009

Federal funds purchased		50,000			100,000
Federal Home Loan Bank advances		476,674			496,684
Repurchase agreements		846			674
Subordinated debentures, net		78,606			78,502
Junior subordinated debentures, net		-			15,244
Other liabilities and accrued expenses		32,905			29,470
Total Liabilities		3,842,339			3,646,583

Commitments and Contingencies		-			-

Stockholders' equity:
Preferred stock, par value $.01 per share (2,000,000 shares authorized; none issued)		-			-
Common stock, par value $.01 per share (40,000,000 shares authorized; 19,713,717 and 19,106,246 shares issued, respectively; and 19,706,526 and 19,100,389 shares outstanding, respectively)		197			191
Surplus		346,778			329,427
Retained earnings		105,379			91,594
Treasury stock at cost, 7,191 and 5,857 shares, respectively		(206	)		(161	)
		452,148			421,051
Accumulated other comprehensive loss, net of income taxes		(10,209	)		(13,064	)
Total Stockholders' Equity		441,939			407,987
Total Liabilities and Stockholders' Equity	$	4,284,278		$	4,054,570

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

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BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Income (unaudited)

(In thousands, except per share amounts)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Interest income:
Loans (including fee income)	$	32,571	$	29,951	$	92,206	$	87,128
Mortgage-backed securities, CMOs and other asset-backed securities		3,777		2,840		11,492		10,337
U.S. GSE securities		300		342		901		994
State and municipal obligations		963		962		2,968		2,799
Corporate bonds		295		282		878		838
Deposits with banks		91		43		208		115
Other interest and dividend income		441		341		1,236		890
Total interest income		38,438		34,761		109,889		103,101

Interest expense:
Savings, NOW and money market deposits		2,161		1,321		5,524		3,888
Certificates of deposit of $100,000 or more		496		227		1,306		558
Other time deposits		195		190		552		507
Federal funds purchased and repurchase agreements		402		301		1,073		779
Federal Home Loan Bank advances		1,704		562		4,382		2,233
Subordinated debentures		1,135		1,134		3,405		3,404
Junior subordinated debentures		-		342		48		1,026
Total interest expense		6,093		4,077		16,290		12,395

Net interest income		32,345		30,684		93,599		90,706
Provision for loan losses		1,900		2,000		3,650		4,150
Net interest income after provision for loan losses		30,445		28,684		89,949		86,556

Non-interest income:
Service charges and other fees		2,392		2,354		6,662		6,437
Net securities gains		260		-		260		449
Title fee income		757		438		1,848		1,352
Gain on sale of Small Business Administration loans		100		213		1,442		670
BOLI income		563		556		1,690		1,358
Other operating income		900		473		1,701		2,032
Total non-interest income		4,972		4,034		13,603		12,298

Non-interest expense:
Salaries and employee benefits		11,766		10,330		34,467		31,483
Occupancy and equipment		3,514		3,256		10,351		9,439
Technology and communications		1,469		1,235		4,194		3,638
Marketing and advertising		1,254		1,039		3,742		3,005
Professional services		678		768		2,101		2,815
FDIC assessments		341		446		984		1,491
Acquisition costs		-		-		-		(270	)
Amortization of other intangible assets		247		462		800		1,810
Other operating expenses		2,002		1,668		5,934		5,141
Total non-interest expense		21,271		19,204		62,573		58,552

Income before income taxes		14,146		13,514		40,979		40,302
Income tax expense		4,703		4,663		13,524		13,971
Net income	$	9,443	$	8,851	$	27,455	$	26,331
Basic earnings per share	$	0.48	$	0.50	$	1.39	$	1.50
Diluted earnings per share	$	0.48	$	0.50	$	1.39	$	1.50

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

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BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (unaudited)

(In thousands)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017			2016
Net Income	$	9,443	$	8,851		$	27,455		$	26,331
Other comprehensive income (losses):
Change in unrealized net gains (losses) on securities available for sale, net of reclassifications and deferred income taxes		152		(1,886	)		2,695			5,263
Adjustment to pension liability, net of reclassifications and deferred income taxes		67		57			230			176
Unrealized gains (losses) on cash flow hedges, net of reclassifications and deferred income taxes		303		595			(70	)		(709	)
Total other comprehensive income (losses)		522		(1,234	)		2,855			4,730
Comprehensive income	$	9,965	$	7,617		$	30,310		$	31,061

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

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BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity (unaudited)

(In thousands, except share and per share amounts)

	Common Stock		Surplus			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2016	$	191	$	329,427		$	91,594		$	(161	)	$	(13,064	)	$	407,987
Net income							27,455									27,455
Shares issued under the dividend reinvestment plan				721												721
Shares issued for trust preferred securities conversions (529,292 shares)		5		14,944												14,949
Stock awards granted and distributed		1		(417	)					416						-
Stock awards forfeited				131						(131	)					-
Repurchase of surrendered stock from vesting of restricted stock awards										(330	)					(330	)
Share based compensation expense				1,972												1,972
Cash dividend declared, $0.69 per share							(13,670	)								(13,670	)
Other comprehensive income, net of deferred income taxes													2,855			2,855
Balance at September 30, 2017	$	197	$	346,778		$	105,379		$	(206	)	$	(10,209	)	$	441,939

	Common Stock		Surplus			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2015	$	174	$	278,333		$	72,243		$	-		$	(9,622	)	$	341,128
Net income							26,331									26,331
Shares issued under the dividend reinvestment plan				688												688
Shares issued for trust preferred securities conversions (6,896 shares)				195												195
Stock awards granted and distributed		1		(176	)					175						-
Stock awards forfeited				173						(173	)					-
Repurchase of surrendered stock from vesting of restricted stock awards										(328	)					(328	)
Exercise of stock options				(29	)					29						-
Impact of modification of convertible trust preferred securities				356												356
Share based compensation expense				1,597												1,597
Cash dividend declared, $0.69 per share							(12,095	)								(12,095	)
Other comprehensive income, net of deferred income taxes													4,730			4,730
Balance at September 30, 2016	$	175	$	281,137		$	86,479		$	(297	)	$	(4,892	)	$	362,602

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

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BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(In thousands)

	Nine Months Ended
	September 30,
	2017			2016
Cash flows from operating activities:
Net income	$	27,455		$	26,331
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		3,650			4,150
Depreciation and (accretion)		(2,913	)		(5,011	)
Net amortization on securities		4,865			4,699
Increase in cash surrender value of bank owned life insurance		(1,690	)		(1,358	)
Amortization of intangible assets		800			1,810
Share based compensation expense		1,972			1,597
Net securities gains		(260	)		(449	)
Increase in accrued interest receivable		(772	)		(297	)
Small Business Administration ("SBA") loans originated for sale		(15,523	)		(7,220	)
Proceeds from sale of the guaranteed portion of SBA loans		17,290			8,042
Gain on sale of the guaranteed portion of SBA loans		(1,442	)		(670	)
Loss on sale of loans		33			-
(Increase) decrease in other assets		(664	)		2,468
Increase (decrease) in accrued expenses and other liabilities		3,824			(5,668	)
Net cash provided by operating activities		36,625			28,424

Cash flows from investing activities:
Purchases of securities available for sale		(87,916	)		(263,576	)
Purchases of securities, restricted		(404,267	)		(299,908	)
Purchases of securities held to maturity		(3,628	)		(43,489	)
Proceeds from sales of securities available for sale		26,685			264,358
Redemption of securities, restricted		404,776			300,181
Maturities, calls and principal payments of securities available for sale		89,630			137,821
Maturities, calls and principal payments of securities held to maturity		36,390			23,766
Net increase in loans		(319,312	)		(176,770	)
Proceeds from loan sale		2,574			-
Proceeds from sales of other real estate owned, net		-			278
Purchase of bank owned life insurance		-			(30,000	)
Purchase of premises and equipment		(2,595	)		(2,500	)
Net cash used in investing activities		(257,663	)		(89,839	)

Cash flows from financing activities:
Net increase in deposits		277,345			80,762
Net decrease in federal funds purchased		(50,000	)		(20,000	)
Net decrease in Federal Home Loan Bank advances		(19,733	)		(27,624	)
Repayment of junior subordinated debentures		(352	)		-
Net increase in repurchase agreements		172			203
Net proceeds from issuance of common stock		721			688
Repurchase of surrendered stock from vesting of restricted stock awards		(330	)		(328	)
Cash dividends paid		(13,670	)		(12,095	)
Net cash provided by financing activities		194,153			21,606

Net decrease in cash and cash equivalents		(26,885	)		(39,809	)
Cash and cash equivalents at beginning of period		113,838			104,558
Cash and cash equivalents at end of period	$	86,953		$	64,749

Supplemental Information-Cash Flows:
Cash paid for:
Interest	$	17,660		$	13,690
Income tax	$	4,195		$	17,082

Noncash investing and financing activities:
Conversion of junior subordinated debentures	$	15,350		$	-

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

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BRIDGE BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. BASIS OF PRESENTATION

Bridge Bancorp, Inc. (the “Company”) is a bank holding company incorporated under the laws of the State of New York. The Company’s business currently consists of the operations of its wholly-owned subsidiary, The Bridgehampton National Bank (the “Bank”). The Bank’s operations include its real estate investment trust subsidiary, Bridgehampton Community, Inc.; a financial title insurance subsidiary, Bridge Abstract LLC (“Bridge Abstract”); and an investment services subsidiary, Bridge Financial Services, Inc. (“Bridge Financial Services”). In addition to the Bank, the Company had another subsidiary, Bridge Statutory Capital Trust II (“the Trust”), which was formed in 2009 and sold $16.0 million of 8.5% cumulative convertible trust preferred securities (“TPS”) in a private placement to accredited investors. In accordance with accounting guidance, the Trust was not consolidated in the Company’s financial statements. The TPS were redeemed effective January 18, 2017 and the Trust was cancelled effective April 24, 2017.

The accompanying Unaudited Consolidated Financial Statements, which include the accounts of the Company and its wholly-owned subsidiary, the Bank, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The Unaudited Consolidated Financial Statements included herein reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. In preparing the interim financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported periods. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. Actual future results could differ significantly from those estimates. The annualized results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain reclassifications have been made to prior year amounts, and the related discussion and analysis, to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders’ equity. The Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

2. EARNINGS PER SHARE

Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) No. 260-10-45 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (“EPS”). The restricted stock awards and certain restricted stock units granted by the Company contain non-forfeitable rights to dividends and therefore are considered participating securities. The two-class method for calculating basic EPS excludes dividends paid to participating securities and any undistributed earnings attributable to participating securities.

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The following table presents the computation of EPS for the three and nine months ended September 30, 2017 and 2016:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
*(In thousands, except per share data)*	2017			2016			2017			2016
Net Income	$	9,443		$	8,851		$	27,455		$	26,331
Dividends paid on and earnings allocated to participating securities		(197	)		(188	)		(557	)		(542	)
Income attributable to common stock	$	9,246		$	8,663		$	26,898		$	25,789

Weighted average common shares outstanding, including participating securities		19,793			17,537			19,748			17,511
Weighted average participating securities		(412	)		(372	)		(405	)		(365	)
Weighted average common shares outstanding		19,381			17,165			19,343			17,146
Basic earnings per common share	$	0.48		$	0.50		$	1.39		$	1.50

Income attributable to common stock	$	9,246		$	8,663		$	26,898		$	25,789
Impact of assumed conversions - interest on 8.5% trust preferred securities		-			219			32			661
Income attributable to common stock including assumed conversions	$	9,246		$	8,882		$	26,930		$	26,450

Weighted average common shares outstanding		19,381			17,165			19,343			17,146
Incremental shares from assumed conversions of options and restricted stock units		25			15			21			11
Incremental shares from assumed conversions of 8.5% trust preferred securities		-			546			23			531
Weighted average common and equivalent shares outstanding		19,406			17,726			19,387			17,688
Diluted earnings per common share	$	0.48		$	0.50		$	1.39		$	1.50

There were no stock options outstanding for the nine months ended September 30, 2017. There were no stock options that were antidilutive for the nine months ended September 30, 2016. There were no restricted stock units that were antidilutive for the three and nine months ended September 30, 2017 and 2016. The $15.7 million in trust preferred securities outstanding at December 31, 2016 were redeemed effective January 18, 2017 and therefore were not included in the computation of diluted earnings per share for the three months ended September 30, 2017, but were dilutive for the nine months ended September 30, 2017 and therefore were included in the computation of diluted earnings per share for that period. The $15.8 million in trust preferred securities outstanding at September 30, 2016 were dilutive for the three and nine months ended September 30, 2016 and therefore were included in the computation of diluted earnings per share for those periods.

3. STOCK BASED COMPENSATION PLANS

The Compensation Committee of the Board of Directors determines restricted stock awarded under the Bridge Bancorp, Inc. Equity Incentive Plan (“Plan”) and the Company accounts for this Plan under FASB ASC No. 718. The Company’s 2012 Stock-Based Incentive Plan provides for the grant of stock-based and other incentive awards to officers, employees and directors of the Company.

The following table summarizes the status of the Company’s unvested restricted stock as of and for the nine months ended September 30, 2017:

				Weighted
				Average Grant-Date
	Shares			Fair Value
Unvested, January 1, 2017		301,991		$	24.59
Granted		70,981		$	35.62
Vested		(46,201	)	$	23.36
Forfeited		(5,001	)	$	26.79
Unvested, September 30, 2017		321,770		$	27.17

During the nine months ended September 30, 2017, restricted stock awards of 70,981 shares were granted. Of the 70,981 shares granted, 31,860 shares vest over seven years with a third vesting after years five, six and seven, 25,396 shares vest over five years with a third vesting after years three, four and five, 10,270 shares vest ratably over three years, and 3,455 shares vest over nine months. During the nine months ended September 30, 2016, restricted stock awards of 68,309 shares were granted. Of the 68,309 shares granted, 36,000 shares vest over seven years with a third vesting after years five, six and seven, 27,709 shares vest over five years with

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a third vesting after years three, four and five, and 4,600 shares vest ratably over three years. Compensation expense attributable to restricted stock awards was $432,000 and $1.3 million for the three and nine months ended September 30, 2017, respectively, and $352,000 and $1.1 million for the three and nine months ended September 30, 2016, respectively.

Effective in 2015, the Board revised the design of the Long Term Incentive Plan (“LTI Plan”) for Named Executive Officers to include performance-based awards. The LTI Plan includes 60% performance vested awards based on 3-year relative Total Shareholder Return to the proxy peer group and 40% time vested awards. The awards are in the form of restricted stock units which cliff vest after five years and require an additional two-year holding period before being delivered in shares of common stock. The Company recorded expense of $81,000 and $229,000 in connection with these awards for the three and nine months ended September 30, 2017, respectively, and $51,000 and $142,000 for the three and nine months ended September 30, 2016, respectively.

In April 2009, the Company adopted a Directors Deferred Compensation Plan (“Directors Plan”). Under the Directors Plan, independent directors may elect to defer all or a portion of their annual retainer fee in the form of restricted stock units. In addition, directors receive a non-election retainer in the form of restricted stock units. These restricted stock units vest ratably over one year and have dividend rights but no voting rights. In connection with the Directors Plan, the Company recorded expense of $135,000 and $395,000 for the three and nine months ended September 30, 2017, respectively, and $128,000 and $366,000 for the three and nine months ended September 30, 2016, respectively.

4. SECURITIES

The following tables summarize the amortized cost and estimated fair value of the available for sale and held to maturity investment securities portfolio at September 30, 2017 and December 31, 2016 and the corresponding amounts of unrealized gains and losses therein:

	September 30, 2017
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(In thousands)	Cost		Gains		Losses			Value
Available for sale:
U.S. GSE securities	$	64,994	$	-	$	(766	)	$	64,228
State and municipal obligations		91,359		430		(469	)		91,320
U.S. GSE residential mortgage-backed securities		195,062		112		(1,770	)		193,404
U.S. GSE residential collateralized mortgage obligations		323,427		75		(4,300	)		319,202
U.S. GSE commercial mortgage-backed securities		6,129		41		(17	)		6,153
U.S. GSE commercial collateralized mortgage obligations		51,211		-		(825	)		50,386
Other asset backed securities		24,250		-		(1,213	)		23,037
Corporate bonds		46,000		-		(1,672	)		44,328
Total available for sale		802,432		658		(11,032	)		792,058

Held to maturity:
State and municipal obligations		60,616		1,446		(36	)		62,026
U.S. GSE residential mortgage-backed securities		11,905		-		(175	)		11,730
U.S. GSE residential collateralized mortgage obligations		55,871		389		(348	)		55,912
U.S. GSE commercial mortgage-backed securities		28,202		158		(350	)		28,010
U.S. GSE commercial collateralized mortgage obligations		33,009		13		(595	)		32,427
Total held to maturity		189,603		2,006		(1,504	)		190,105
Total securities	$	992,035	$	2,664	$	(12,536	)	$	982,163

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	December 31, 2016
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(In thousands)	Cost		Gains		Losses			Value
Available for sale:
U.S. GSE securities	$	64,993	$	-	$	(1,344	)	$	63,649
State and municipal obligations		117,292		212		(1,339	)		116,165
U.S. GSE residential mortgage-backed securities		160,446		16		(2,414	)		158,048
U.S. GSE residential collateralized mortgage obligations		373,098		149		(5,736	)		367,511
U.S. GSE commercial mortgage-backed securities		6,337		6		(36	)		6,307
U.S. GSE commercial collateralized mortgage obligations		56,148		-		(956	)		55,192
Other asset backed securities		24,250		-		(1,697	)		22,553
Corporate bonds		32,000		-		(1,703	)		30,297
Total available for sale		834,564		383		(15,225	)		819,722

Held to maturity:
State and municipal obligations		66,666		1,085		(130	)		67,621
U.S. GSE residential mortgage-backed securities		13,443		-		(287	)		13,156
U.S. GSE residential collateralized mortgage obligations		61,639		352		(552	)		61,439
U.S. GSE commercial mortgage-backed securities		28,772		136		(509	)		28,399
U.S. GSE commercial collateralized mortgage obligations		41,717		93		(573	)		41,237
Corporate bonds		11,000		26		-			11,026
Total held to maturity		223,237		1,692		(2,051	)		222,878
Total securities	$	1,057,801	$	2,075	$	(17,276	)	$	1,042,600

The following table summarizes the amortized cost and estimated fair value by contractual maturity of the available for sale and held to maturity investment securities portfolio at September 30, 2017. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	September 30, 2017
			Estimated
(In thousands)	Amortized Cost		Fair Value
Maturity
Available for sale:
Within one year	$	8,897	$	8,900
One to five years		97,886		97,300
Five to ten years		130,905		128,893
Beyond ten years		564,744		556,965
Total	$	802,432	$	792,058

Held to maturity:
Within one year	$	3,537	$	3,534
One to five years		36,367		36,634
Five to ten years		55,308		56,280
Beyond ten years		94,391		93,657
Total	$	189,603	$	190,105

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The following tables summarize securities with gross unrealized losses at September 30, 2017 and December 31, 2016, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position:

	September 30, 2017
	Less than 12 months					Greater than 12 months
	Estimated		Gross			Estimated		Gross
	Fair		Unrealized			Fair		Unrealized
(In thousands)	Value		Losses			Value		Losses
Available for sale:
U.S. GSE securities	$	37,659	$	(334	)	$	26,568	$	(432	)
State and municipal obligations		27,585		(146	)		25,204		(323	)
U.S. GSE residential mortgage-backed securities		129,703		(1,162	)		25,682		(608	)
U.S. GSE residential collateralized mortgage obligations		178,035		(2,174	)		114,900		(2,126	)
U.S. GSE commercial mortgage-backed securities		2,455		(17	)		-		-
U.S. GSE commercial collateralized mortgage obligations		25,236		(364	)		25,151		(461	)
Other asset backed securities		-		-			23,037		(1,213	)
Corporate bonds		-		-			30,328		(1,672	)
Total available for sale		400,673		(4,197	)		270,870		(6,835	)

Held to maturity:
State and municipal obligations		2,828		(29	)		1,015		(7	)
U.S. GSE residential mortgage-backed securities		5,326		(57	)		6,404		(118	)
U.S. GSE residential collateralized mortgage obligations		14,488		(183	)		8,941		(165	)
U.S. GSE commercial mortgage-backed securities		12,806		(166	)		5,679		(184	)
U.S. GSE commercial collateralized mortgage obligations		13,785		(109	)		12,955		(486	)
Total held to maturity	$	49,233	$	(544	)	$	34,994	$	(960	)

	December 31, 2016
	Less than 12 months					Greater than 12 months
	Estimated		Gross			Estimated		Gross
	Fair		Unrealized			Fair		Unrealized
(In thousands)	Value		Losses			Value		Losses
Available for sale:
U.S. GSE securities	$	63,649	$	(1,344	)	$	-	$	-
State and municipal obligations		78,883		(1,338	)		240		(1	)
U.S. GSE residential mortgage-backed securities		140,514		(2,409	)		241		(5	)
U.S. GSE residential collateralized mortgage obligations		319,197		(5,221	)		15,627		(515	)
U.S. GSE commercial mortgage-backed securities		2,573		(36	)		-		-
U.S. GSE commercial collateralized mortgage obligations		48,901		(886	)		6,292		(70	)
Other asset backed securities		-		-			22,552		(1,697	)
Corporate bonds		17,834		(1,166	)		12,463		(537	)
Total available for sale		671,551		(12,400	)		57,415		(2,825	)

Held to maturity:
State and municipal obligations		21,867		(130	)		-		-
U.S. GSE residential mortgage-backed securities		13,156		(287	)		-		-
U.S. GSE residential collateralized mortgage obligations		31,297		(455	)		3,873		(97	)
U.S. GSE commercial mortgage-backed securities		12,860		(286	)		5,877		(223	)
U.S. GSE commercial collateralized mortgage obligations		22,666		(372	)		3,790		(201	)
Total held to maturity	$	101,846	$	(1,530	)	$	13,540	$	(521	)

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Other-Than-Temporary Impairment

Management evaluates securities for other-than-temporary impairment (“OTTI”) quarterly and more frequently when economic or market conditions warrant. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities classified as available for sale or held to maturity are generally evaluated for OTTI under FASB ASC 320, “Accounting for Certain Investments in Debt and Equity Securities”. In determining OTTI under the FASB ASC 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet these criteria, the amount of impairment is split into two components: (1) OTTI related to credit loss, which must be recognized in the income statement and (2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

At September 30, 2017, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment was directly related to changes in interest rates. The Company generally views changes in fair value caused by changes in interest rates as temporary, which is consistent with its experience. Other asset backed securities are comprised of student loan backed bonds which are guaranteed by the U.S. Department of Education for 97% to 100% of principal. Additionally, the bonds have credit support of 3% to 5% and have maintained their Aaa Moody’s rating during the time the Bank has owned them. The corporate bonds within the portfolio have all maintained an investment grade rating by either Moody’s or Standard and Poor’s. None of the unrealized losses is related to credit losses. The Company does not have the intent to sell these securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery. Therefore, the Company does not consider these securities to be other-than-temporarily impaired at September 30, 2017.

Sales and Calls of Securities

There were $26.7 million of proceeds from sales of securities with gross gains of approximately $0.3 million and gross losses of approximately $0.1 million for the three and nine months ended the September 30, 2017. There were no sales of securities for the three months ended September 30, 2016. There were $264.4 million of proceeds from sales of securities with gross gains of $1.6 million and gross losses of $1.2 million realized for the nine months ended September 30, 2016. There were no proceeds from calls of securities for the three and nine months ended the September 30, 2017. Proceeds from calls of securities were $13.3 million and $66.2 million for the three and nine months ended September 30, 2016, respectively.

Pledged Securities

Securities having a fair value of $522.7 million and $570.1 million at September 30, 2017 and December 31, 2016, respectively, were pledged to secure public deposits and Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) overnight borrowings.

Trading Securities

The Company did not hold any trading securities during the nine months ended September 30, 2017 or the year ended December 31, 2016.

Restricted Securities

The Bank is a member of the FHLB of New York. Members are required to own a particular amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. The Bank is a member of the Atlantic Central Banker’s Bank (“ACBB”) and is required to own ACBB stock. The Bank is also a member of the FRB system and required to own FRB stock. FHLB, ACBB and FRB stock is carried at cost and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. The Bank owned $34.2 million and $34.7 million in FHLB, ACBB and FRB stock at September 30, 2017 and December 31, 2016, respectively. These amounts were reported as restricted securities in the consolidated balance sheets.

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5. FAIR VALUE

FASB ASC No. 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

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

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

The following tables summarize assets and liabilities measured at fair value on a recurring basis:

	September 30, 2017
			Fair Value Measurements Using:
				Significant
			Quoted Prices In	Other		Significant
			Active Markets for	Observable		Unobservable
	Carrying		Identical Assets	Inputs		Inputs
(In thousands)	Value		(Level 1)	(Level 2)		(Level 3)
Financial assets:
Available for sale securities:
U.S. GSE securities	$	64,228		$	64,228
State and municipal obligations		91,320			91,320
U.S. GSE residential mortgage-backed securities		193,404			193,404
U.S. GSE residential collateralized mortgage obligations		319,202			319,202
U.S. GSE commercial mortgage-backed securities		6,153			6,153
U.S. GSE commercial collateralized mortgage obligations		50,386			50,386
Other asset backed securities		23,037			23,037
Corporate bonds		44,328			44,328
Total available for sale securities	$	792,058		$	792,058
Derivatives	$	2,447		$	2,447

Financial liabilities:
Derivatives	$	1,719		$	1,719

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	December 31, 2016
			Fair Value Measurements Using:
				Significant
			Quoted Prices In	Other		Significant
			Active Markets for	Observable		Unobservable
	Carrying		Identical Assets	Inputs		Inputs
(In thousands)	Value		(Level 1)	(Level 2)		(Level 3)
Financial assets:
Available for sale securities:
U.S. GSE securities	$	63,649		$	63,649
State and municipal obligations		116,165			116,165
U.S. GSE residential mortgage-backed securities		158,048			158,048
U.S. GSE residential collateralized mortgage obligations		367,511			367,511
U.S. GSE commercial mortgage-backed securities		6,307			6,307
U.S. GSE commercial collateralized mortgage obligations		55,192			55,192
Other asset backed securities		22,553			22,553
Corporate bonds		30,297			30,297
Total available for sale securities	$	819,722		$	819,722
Derivatives	$	2,510		$	2,510

Financial liabilities:
Derivatives	$	1,670		$	1,670

The following tables summarize assets measured at fair value on a non-recurring basis:

September 30, 2017

Fair Value Measurements Using:

Significant

Quoted Prices In

Other

Significant

Active Markets for

Observable

Unobservable

Carrying

Identical Assets

Inputs

(In thousands)

Value

(Level 1)

(Level 2)

(Level 3)

Impaired loans

4,196

December 31, 2016

Fair Value Measurements Using:

Significant

Quoted Prices In

Other

Significant

Active Markets for

Observable

Unobservable

Carrying

Identical Assets

Inputs

(In thousands)

Value

(Level 1)

(Level 2)

(Level 3)

Impaired loans

Impaired loans with an allocated allowance for loan losses at September 30, 2017 had a carrying amount of $4.2 million, which is made up of the outstanding balance of $6.2 million, net of a valuation allowance of $2.0 million. This resulted in an additional provision for loan losses of $2.0 million that is included in the amount reported on the Consolidated Statements of Income for the nine months ended September 30, 2017. Impaired loans with an allocated allowance for loan losses at December 31, 2016 had a carrying amount of $64 thousand, which is made up of the outstanding balance of $65 thousand, net of a valuation allowance of $1 thousand. This resulted in an additional provision for loan losses of $1 thousand that is included in the amount reported on the Consolidated Statement of Income for the year ended December 31, 2016. There was no other real estate owned at September 30, 2017 and December 31, 2016.

The Company used the following methods and assumptions in estimating the fair value of its financial instruments:

Cash and Due from Banks and Interest Earning Deposits with Banks: Carrying amounts approximate fair value, since these instruments are either payable on demand or have short-term maturities and as such are classified as Level 1.

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Securities Available for Sale and Held to Maturity: If available, the estimated fair values are based on independent dealer quotations on nationally recognized securities exchanges and are classified as Level 1. For securities where quoted prices are not available, fair value is based on matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities resulting in a Level 2 classification.

Restricted Securities: It is not practicable to determine the fair value of FHLB, ACBB and FRB stock due to restrictions placed on transferability.

Derivatives: Represents interest rate swaps for which the estimated fair values are based on valuation models using observable market data as of the measurement date resulting in a Level 2 classification.

Loans: The estimated fair values of real estate mortgage loans and other loans receivable are based on discounted cash flow calculations that use available market benchmarks when establishing discount factors for the types of loans resulting in a Level 3 classification. Exceptions may be made for adjustable rate loans with resets of one year or less, which would be discounted straight to their rate index plus or minus an appropriate spread. All nonaccrual loans are carried at their current fair value. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price and therefore, while permissible for presentation purposes under FASB ASC 825-10, do not conform to FASB ASC 820-10.

Impaired Loans and Other Real Estate Owned: For impaired loans, the Company evaluates the fair value of the loan in accordance with current accounting guidance. For loans that are collateral dependent, the fair value of the collateral is used to determine the fair value of the loan. The fair value of the collateral is determined based on recent appraised values. The fair value of other real estate owned is also evaluated in accordance with current accounting guidance and determined based on recent appraised values less the estimated cost to sell. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Adjustments may relate to location, square footage, condition, amenities, market rate of leases as well as timing of comparable sales. All appraisals undergo a second review process to insure that the methodology employed and the values derived are reasonable. The fair value of the loan is compared to the carrying value to determine if any write-down or specific reserve is required. Impaired loans are evaluated quarterly for additional impairment and adjusted accordingly.

Appraisals for collateral-dependent impaired loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, the Credit Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On a quarterly basis, the Company compares the actual sale price of collateral that has been sold to the most recent appraised value to determine what additional adjustments should be made to appraisal values to arrive at fair value. Management also considers the appraisal values for commercial properties associated with current loan origination activity. Collectively, this information is reviewed to help assess current trends in commercial property values. For each collateral dependent impaired loan, management considers information that relates to the type of commercial property to determine if such properties may have appreciated or depreciated in value since the date of the most recent appraisal. Adjustments to fair value are made only when the analysis indicates a probable decline in collateral values. Adjustments made in the appraisal process are not deemed material to the overall consolidated financial statements given the level of impaired loans measured at fair value on a nonrecurring basis.

Deposits: The estimated fair values of certificates of deposit are based on discounted cash flow calculations that use a replacement cost of funds approach to establishing discount rates for certificate of deposit maturities resulting in a Level 2 classification. Stated value is fair value for all other deposits resulting in a Level 1 classification.

Borrowed Funds: Represents federal funds purchased, repurchase agreements and FHLB advances for which the estimated fair values are based on discounted cash flow calculations that use a replacement cost of funds approach to establishing discount rates for funding maturities resulting in a Level 1 classification for overnight federal funds purchased, repurchase agreements and FHLB advances and a Level 2 classification for all other maturity terms.

Subordinated Debentures: The estimated fair value is based on valuation models using observable market data as of the measurement date resulting in a Level 2 classification.

Junior Subordinated Debentures: The estimated fair value is based on estimates using market data for similarly risk weighted items and takes into consideration the convertible features of the debentures into Company common stock which is an unobservable input resulting in a Level 3 classification.

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Accrued Interest Receivable and Payable: For these short-term instruments, the carrying amount is a reasonable estimate of the fair value resulting in a Level 1, 2 or 3 classification consistent with the underlying asset or liability the interest is associated with.

Off-Balance-Sheet Liabilities: The fair value of off-balance-sheet commitments to extend credit is estimated using fees currently charged to enter into similar agreements. The fair value is immaterial as of September 30, 2017 and December 31, 2016.

Fair value estimates are made at specific points in time and are based on existing on-and off-balance sheet financial instruments. These estimates are subjective in nature and dependent on a number of significant assumptions associated with each financial instrument or group of financial instruments, including estimates of discount rates, 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 Company’s entire holdings of a particular financial instrument, or the tax consequences of realizing gains or losses on the sale of financial instruments.

The following tables summarize the estimated fair values and recorded carrying amounts of the Company’s financial instruments at September 30, 2017 and December 31, 2016:

	September 30, 2017
			Fair Value Measurements Using:
					Significant
			Quoted Prices In		Other		Significant
			Active Markets for		Observable		Unobservable		Total
	Carrying		Identical Assets		Inputs		Inputs		Fair
(In thousands)	Amount		(Level 1)		(Level 2)		(Level 3)		Value
Financial assets:
Cash and due from banks	$	57,915	$	57,915	$	-	$	-	$	57,915
Interest earning deposits with banks		29,038		29,038		-		-		29,038
Securities available for sale		792,058		-		792,058		-		792,058
Securities restricted		34,234		n/a		n/a		n/a		n/a
Securities held to maturity		189,603		-		190,105		-		190,105
Loans, net		2,892,432		-		-		2,850,092		2,850,092
Derivatives		2,447		-		2,447		-		2,447
Accrued interest receivable		11,005		-		3,566		7,439		11,005

Financial liabilities:
Certificates of deposit		223,305		-		222,814		-		222,814
Demand and other deposits		2,980,003		2,980,003		-		-		2,980,003
Federal funds purchased		50,000		50,000		-		-		50,000
Federal Home Loan Bank advances		476,674		159,915		316,132		-		476,047
Repurchase agreements		846		-		846		-		846
Subordinated debentures		78,606		-		78,720		-		78,720
Derivatives		1,719		-		1,719		-		1,719
Accrued interest payable		432		-		420		12		432

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	December 31, 2016
			Fair Value Measurements Using:
					Significant
			Quoted Prices In		Other		Significant
			Active Markets for		Observable		Unobservable		Total
	Carrying		Identical Assets		Inputs		Inputs		Fair
(In thousands)	Amount		(Level 1)		(Level 2)		(Level 3)		Value
Financial assets:
Cash and due from banks	$	102,280	$	102,280	$	-	$	-	$	102,280
Interest earning deposits with banks		11,558		11,558		-		-		11,558
Securities available for sale		819,722		-		819,722		-		819,722
Securities restricted		34,743		n/a		n/a		n/a		n/a
Securities held to maturity		223,237		-		222,878		-		222,878
Loans, net		2,574,536		-		-		2,542,395		2,542,395
Derivatives		2,510		-		2,510		-		2,510
Accrued interest receivable		10,233		-		3,480		6,753		10,233

Financial liabilities:
Certificates of deposit		206,732		-		206,026		-		206,026
Demand and other deposits		2,719,277		2,719,277		-		-		2,719,277
Federal funds purchased		100,000		100,000		-		-		100,000
Federal Home Loan Bank advances		496,684		175,000		321,249		-		496,249
Repurchase agreements		674		-		674		-		674
Subordinated debentures		78,502		-		78,303		-		78,303
Junior subordinated debentures		15,244		-		-		15,258		15,258
Derivatives		1,670		-		1,670		-		1,670
Accrued interest payable		1,849		87		316		1,446		1,849

6. LOANS

The following table sets forth the major classifications of loans:

(In thousands)	September 30, 2017			December 31, 2016
Commercial real estate mortgage loans	$	1,261,369		$	1,091,752
Multi-family mortgage loans		570,181			518,146
Residential real estate mortgage loans		400,256			364,884
Commercial, industrial and agricultural loans		572,393			524,450
Real estate construction and land loans		93,393			80,605
Installment/consumer loans		19,671			16,368
Total loans		2,917,263			2,596,205
Net deferred loan costs and fees		4,442			4,235
Total loans held for investment		2,921,705			2,600,440
Allowance for loan losses		(29,273	)		(25,904	)
Loans, net	$	2,892,432		$	2,574,536

In June 2015, the Company completed the acquisition of Community National Bank (“CNB”) resulting in the addition of $729.4 million of acquired loans recorded at their fair value. There were approximately $386.9 million and $464.2 million of acquired CNB loans remaining as of September 30, 2017 and December 31, 2016, respectively.

In February 2014, the Company completed the acquisition of FNBNY Bancorp, Inc. and its wholly owned subsidiary First National Bank of New York (collectively “FNBNY”) resulting in the addition of $89.7 million of acquired loans recorded at their fair value. There were approximately $21.8 million and $26.5 million of acquired FNBNY loans remaining as of September 30, 2017 and December 31, 2016, respectively.

Lending Risk

The principal business of the Bank is lending in commercial real estate mortgage loans, multi-family mortgage loans, residential real estate mortgage loans, construction loans, home equity loans, commercial, industrial and agricultural loans, land loans and consumer loans. The Bank considers its primary lending area to be Nassau and Suffolk Counties located on Long Island and the New York City

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boroughs. A substantial portion of the Bank’s loans is secured by real estate in these areas. Accordingly, the ultimate collectability of the loan portfolio is susceptible to changes in market and economic conditions in this region.

Commercial Real Estate Mortgages

Loans in this classification include income producing investment properties and owner occupied real estate used for business purposes. The underlying properties are located largely in the Bank’s primary market area. The cash flows of the income producing investment properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on credit quality. Generally, management seeks to obtain annual financial information for borrowers with loans in excess of $250,000 in this category. In the case of owner-occupied real estate used for business purposes, a weakened economy and resultant decreased consumer and/or business spending will have an adverse effect on credit quality.

Multi-Family Mortgages

Loans in this classification include income producing residential investment properties of five or more families. The loans are usually made in areas with limited single-family residences generating high demand for these facilities. Loans are made to established owners with a proven and demonstrable record of strong performance. Loans are secured by a first mortgage lien on the subject property with a loan to value ratio generally not exceeding 75%. Repayment is derived generally from the rental income generated from the property and may be supplemented by the owners’ personal cash flow. Credit risk arises with an increase in vacancy rates, property mismanagement and the predominance of non-recourse loans that are customary in the industry.

Residential Real Estate Mortgages and Home Equity Loans

Loans in these classifications are generally secured by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, can have an effect on the credit quality in this loan class. The Bank generally does not originate loans with a loan-to-value ratio greater than 80% and does not grant subprime loans.

Commercial, Industrial and Agricultural Loans

Loans in this classification are made to businesses and include term loans, lines of credit, senior secured loans to corporations, equipment financing and taxi medallion loans. Generally, these loans are secured by assets of the business and repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer and/or business spending, will have an effect on the credit quality in this loan class.

Real Estate Construction and Land Loans

Loans in this classification primarily include land loans to local individuals, contractors and developers for developing the land for sale or for the purpose of making improvements thereon. Repayment is derived primarily from sale of the lots/units including any pre-sold units. Credit risk is affected by market conditions, time to sell at an adequate price and cost overruns. To a lesser extent, this class includes commercial development projects that the Company finances, which in most cases require interest only during construction, and then convert to permanent financing. Construction delays, cost overruns, market conditions and the availability of permanent financing, to the extent such permanent financing is not being provided by the Bank, all affect the credit risk in this loan class.

Installment and Consumer Loans

Loans in this classification may be either secured or unsecured. Repayment is dependent on the credit quality of the individual borrower and, if applicable, sale of the collateral securing the loan, such as automobiles. Therefore, the overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this loan class.

Credit Quality Indicators

The Company categorizes loans into risk categories of pass, special mention, substandard and doubtful based on relevant information about the ability of borrowers to service their debt including repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Assigned risk rating grades are continuously updated as new information is obtained. Loans risk rated special mention, substandard and doubtful are reviewed on a quarterly basis. The Company uses the following definitions for risk rating grades:

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Pass: Loans classified as pass include current loans performing in accordance with contractual terms, pools of homogenous residential real estate and installment/consumer loans that are not individually risk rated and loans which do not exhibit certain risk factors that require greater than usual monitoring by management.

Special mention: Loans classified as special mention, while generally not delinquent, have 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.

Substandard: Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. There is a distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in a substandard loan, and may also be in delinquency status and have defined weaknesses based on currently existing facts, conditions and values making collection or liquidation in full highly questionable and improbable.

The following tables represent loans categorized by class and internally assigned risk grades as of September 30, 2017 and December 31, 2016:

	September 30, 2017
(In thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Commercial real estate:
Owner occupied	$	449,761	$	1,334	$	20,081	$	-	$	471,176
Non-owner occupied		776,497		9,278		4,418		-		790,193
Multi-family		570,181		-		-		-		570,181
Residential real estate:
Residential mortgage		329,338		4,883		373		-		334,594
Home equity		64,134		825		703		-		65,662
Commercial and industrial:
Secured		68,934		16,111		12,009		-		97,054
Unsecured		456,964		10,838		7,537		-		475,339
Real estate construction and land loans		93,070		-		323		-		93,393
Installment/consumer loans		19,553		18		100				19,671
Total loans	$	2,828,432	$	43,287	$	45,544	$	-	$	2,917,263

At September 30, 2017, there were $1.9 million and $2.6 million of acquired CNB loans included in the special mention and substandard grades, respectively, and $0.2 million and $0.3 million of acquired FNBNY loans included in the special mention and substandard grades, respectively.

	December 31, 2016
(In thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Commercial real estate:
Owner occupied	$	404,584	$	18,909	$	722	$	-	$	424,215
Non-owner occupied		643,426		20,035		4,076		-		667,537
Multi-family		518,146		-		-		-		518,146
Residential real estate:
Residential mortgage		299,297		82		370		-		299,749
Home equity		64,195		563		377		-		65,135
Commercial and industrial:
Secured		75,837		31,143		2,254		-		109,234
Unsecured		409,879		2,493		2,844		-		415,216
Real estate construction and land loans		80,272		-		333		-		80,605
Installment/consumer loans		16,268		-		100		-		16,368
Total loans	$	2,511,904	$	73,225	$	11,076	$	-	$	2,596,205

At December 31, 2016, there were $0.01 million and $1.5 million of acquired CNB loans included in the special mention and substandard grades, respectively, and $0.2 million and $0.2 million of acquired FNBNY loans included in the special mention and substandard grades, respectively.

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Past Due and Nonaccrual Loans

The following tables represent the aging of the recorded investment in past due loans as of September 30, 2017 and December 31, 2016 by class of loans, as defined by FASB ASC 310-10:

	September 30, 2017
(In thousands)	30-59 Days Past Due		60-89 Days Past Due		>90 Days Past Due and Accruing		Nonaccrual Including 90 Days or More Past Due		Total Past Due and Nonaccrual		Current		Total Loans
Commercial real estate:
Owner occupied	$	480	$	-	$	563	$	145	$	1,188	$	469,988	$	471,176
Non-owner occupied		912		-		1,182		-		2,094		788,099		790,193
Multi-family		-		-		-		-		-		570,181		570,181
Residential real estate:
Residential mortgages		1,309		217		-		490		2,016		332,578		334,594
Home equity		145		-		263		199		607		65,055		65,662
Commercial and industrial:
Secured		32		-		436		1,568		2,036		95,018		97,054
Unsecured		75		559		-		5,049		5,683		469,656		475,339
Real estate construction and land loans		-		-		-		-		-		93,393		93,393
Installment/consumer loans		26		-		-		-		26		19,645		19,671
Total loans	$	2,979	$	776	$	2,444	$	7,451	$	13,650	$	2,903,613	$	2,917,263

	December 31, 2016
(In thousands)	30-59 Days Past Due		60-89 Days Past Due		>90 Days Past Due and Accruing		Nonaccrual Including 90 Days or More Past Due		Total Past Due and Nonaccrual		Current		Total Loans
Commercial real estate:
Owner occupied	$	222	$	-	$	467	$	184	$	873	$	423,342	$	424,215
Non-owner occupied		-		-		-		-		-		667,537		667,537
Multi-family		-		-		-		-		-		518,146		518,146
Residential real estate:
Residential mortgages		1,232		-		-		770		2,002		297,747		299,749
Home equity		532		-		238		265		1,035		64,100		65,135
Commercial and industrial:
Secured		27		-		204		-		231		109,003		109,234
Unsecured		115		-		118		22		255		414,961		415,216
Real estate construction and land loans		-		-		-		-		-		80,605		80,605
Installment/consumer loans		28		-		-		-		28		16,340		16,368
Total loans	$	2,156	$	-	$	1,027	$	1,241	$	4,424	$	2,591,781	$	2,596,205

There were $1.9 million and $1.0 million of acquired loans that were 30-89 days past due at September 30, 2017 and December 31, 2016, respectively. All loans 90 days or more past due that are still accruing interest represent loans acquired from CNB, FNBNY and Hamptons State Bank (“HSB”) which were recorded at fair value upon acquisition. These loans are considered to be accruing as management can reasonably estimate future cash flows and expects to fully collect the carrying value of these acquired loans. Therefore, the difference between the carrying value of these loans and their expected cash flows is being accreted into income.

Impaired Loans

At September 30, 2017 and December 31, 2016, the Company had individually impaired loans as defined by FASB ASC No. 310, “Receivables” of $18.4 million and $3.4 million, respectively. During the nine months ended September 30, 2017, the Bank modified certain commercial real estate mortgage loans as troubled debt restructurings (“TDRs”) totaling $7.8 million, which are classified as special mention, and certain taxi medallion loans totaling $2.8 million, which are classified as substandard, which, coupled with an increase in nonaccrual loans, caused the increase in impaired loans from December 31, 2016. For a loan to be considered impaired, management determines after review whether it is probable that the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. Management applies its normal loan review procedures in making these judgments. Impaired loans include individually classified nonaccrual loans and TDRs. For impaired loans, the Bank evaluates the impairment of the loan in accordance with FASB ASC 310-10-35-22. Impairment is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For loans that are collateral dependent, the fair value of the collateral is used to determine the fair value of the loan. The

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fair value of the collateral is determined based on recent appraised values. The fair value of the collateral or present value of expected cash flows is compared to the carrying value to determine if any write-down or specific loan loss allowance allocation is required.

The following tables set forth the recorded investment, unpaid principal balance and related allowance by class of loans at September 30, 2017 and December 31, 2016 for individually impaired loans. The tables also set forth the average recorded investment of individually impaired loans and interest income recognized while the loans were impaired during the three and nine months ended September 30, 2017 and 2016:

	September 30, 2017						Three Months Ended September 30, 2017				Nine Months Ended September 30, 2017
(In thousands)	Recorded Investment		Unpaid Principal Balance		Related Allocated Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial real estate:
Owner occupied	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Non-owner occupied		8,896		8,896		-		8,906		100		6,352		298
Residential real estate:
Residential mortgages		-		-		-		-		-		-		-
Home equity		-		-		-		-		-		-		-
Commercial and industrial:
Secured		3,023		3,023		-		3,030		5		1,459		66
Unsecured		333		333		-		342		4		367		12
Total with no related allowance recorded	$	12,252	$	12,252	$	-	$	12,278	$	109	$	8,178	$	376

With an allowance recorded:
Commercial real estate:
Owner occupied	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Non-owner occupied		-		-		-		-		-		-		-
Residential real estate:
Residential mortgages		-		-		-		-		-		-		-
Home equity		-		-		-		-		-		-		-
Commercial and industrial:
Secured		1,216		1,216		646		1,216		6		540		6
Unsecured		4,941		4,941		1,315		3,294		105		1,098		106
Total with an allowance recorded	$	6,157	$	6,157	$	1,961	$	4,510	$	111	$	1,638	$	112

Total:
Commercial real estate:
Owner occupied	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Non-owner occupied		8,896		8,896		-		8,906		100		6,352		298
Residential real estate:
Residential mortgages		-		-		-		-		-		-		-
Home equity		-		-		-		-		-		-		-
Commercial and industrial:
Secured		4,239		4,239		646		4,246		11		1,999		72
Unsecured		5,274		5,274		1,315		3,636		109		1,465		118
Total	$	18,409	$	18,409	$	1,961	$	16,788	$	220	$	9,816	$	488

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	December 31, 2016						Three Months Ended September 30, 2016				Nine Months Ended September 30, 2016
(In thousands)	Recorded Investment		Unpaid Principal Balance		Related Allocated Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial real estate:
Owner occupied	$	326	$	538	$	-	$	344	$	2	$	360	$	7
Non-owner occupied		1,213		1,213		-		1,224		20		1,232		57
Residential real estate:
Residential mortgages		520		558		-		555		-		437		-
Home equity		264		285		-		657		-		613		-
Commercial and industrial:
Secured		556		556		-		194		3		173		9
Unsecured		408		408		-		442		6		467		15
Total with no related allowance recorded	$	3,287	$	3,558	$	-	$	3,416	$	31	$	3,282	$	88

With an allowance recorded:
Commercial real estate:
Owner occupied	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Non-owner occupied		-		-		-		-		-		-		-
Residential real estate:
Residential mortgages		-		-		-		-		-		-		-
Home equity		-		-		-		-		-		-		-
Commercial and industrial:
Secured		-		-		-		-		-		-		-
Unsecured		66		66		1		203		1		132		5
Total with an allowance recorded	$	66	$	66	$	1	$	203	$	1	$	132	$	5

Total:
Commercial real estate:
Owner occupied	$	326	$	538	$	-	$	344	$	2	$	360	$	7
Non-owner occupied		1,213		1,213		-		1,224		20		1,232		57
Residential real estate:
Residential mortgages		520		558		-		555		-		437		-
Home equity		264		285		-		657		-		613		-
Commercial and industrial:
Secured		556		556		-		194		3		173		9
Unsecured		474		474		1		645		7		599		20
Total	$	3,353	$	3,624	$	1	$	3,619	$	32	$	3,414	$	93

The Bank had no other real estate owned at September 30, 2017 and December 31, 2016.

Troubled Debt Restructurings

The terms of certain loans were modified and are considered TDRs. The modification of the terms of such loans generally includes one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. The modification of these loans involved loans to borrowers who were experiencing financial difficulties.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed to determine if that borrower is currently in payment default under any of its obligations or whether there is a probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification.

During the three months ended September 30, 2017, there were no loans modified as TDRs, compared to one loan modified as a TDR totaling $0.3 million for the three months ended September 30, 2016. During the nine months ended September 30, 2017, the Bank modified certain commercial real estate mortgage loans totaling $7.8 million and certain taxi medallion loans totaling $2.8 million as TDRs compared to four loans as TDRs totaling $0.9 million for the nine months ended September 30, 2016. These modifications did not result in a change to the recorded investment of the loans and did not increase the allowance for loan losses for those periods. During the nine months ended September 30, 2017, there were no

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charge-offs relating to TDRs. During the nine months ended September 30, 2016, there were $0.06 million charge-offs relating to TDRs. During the nine months ended September 30, 2017 there were two loans modified as TDRs for which there was a payment default within twelve months following the modification and none during the nine months ended September 30, 2016. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

As of September 30, 2017 and December 31, 2016, the Company had $0.5 million and $0.3 million, respectively, of nonaccrual TDRs and $12.7 million and $2.4 million, respectively, of performing TDRs. At September 30, 2017 and December 31, 2016, total nonaccrual TDRs are secured with collateral that has an appraised value of $4.0 million and $1.3 million, respectively. The Bank has no commitment to lend additional funds to these debtors.

The terms of certain other loans were modified during the nine months ended September 30, 2017 that did not meet the definition of a TDR. These loans have a total recorded investment at September 30, 2017 of $41.0 million. These loans were to borrowers who were not experiencing financial difficulties.

Purchased Credit Impaired Loans

Loans acquired in a business combination are recorded at their fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for loan losses is not recorded at the acquisition date.

In determining the acquisition date fair value of purchased loans, acquired loans are aggregated into pools of loans with common characteristics. Each loan is reviewed at acquisition to determine if it should be accounted for as a loan that has experienced credit deterioration and it is probable that, at acquisition, the Company will not be able to collect all the contractual principal and interest due from the borrower. All loans with evidence of deterioration in credit quality are considered purchased credit impaired (“PCI”) loans unless the loan type is specifically excluded from the scope of FASB ASC 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality,” such as loans with active revolver features, or because management has minimal doubt about the collection of the loan.

The Bank makes an estimate of the loans’ contractual principal and contractual interest payments as well as the expected total cash flows from the pools of loans, which includes undiscounted expected principal and interest. The excess of contractual amounts over the total cash flows expected to be collected from the loans is referred to as non-accretable difference, which is not accreted into income. The excess of the expected undiscounted cash flows over the fair value of the loans is referred to as accretable discount. Accretable discount is recognized as interest income on a level-yield basis over the life of the loans. Management has not included prepayment assumptions in its modeling of contractual or expected cash flows. The Bank continues to estimate cash flows expected to be collected over the life of the loans. Subsequent increases in total cash flows expected to be collected are recognized as an adjustment to the accretable yield with the amount of periodic accretion adjusted over the remaining life of the loans. Subsequent decreases in cash flows expected to be collected over the life of the loans are recognized as impairment in the current period through the allowance for loan losses.

A PCI loan may be resolved either through a sale of the loan, by working with the customer and obtaining partial or full repayment, by short sale of the collateral, or by foreclosure. When a loan accounted for in a pool is resolved, it is removed from the pool at its carrying amount. Any differences between the amounts received and the outstanding balance are absorbed by the non-accretable difference of the pool. For loans not accounted for in pools, a gain or loss on resolution would be recognized based on the difference between the proceeds received and the carrying amount of the loan.

Payments received earlier than expected or in excess of expected cash flows from sales or other resolutions may result in the carrying value of a pool being reduced to zero even though outstanding contractual balances and expected cash flows remain related to loans in the pool. Once the carrying value of a pool is reduced to zero, any future proceeds from the remaining loans, representing further realization of accretable yield, are recognized as interest income upon receipt. These proceeds may include cash or real estate acquired in foreclosure.

At the acquisition date, the PCI loans acquired as part of the FNBNY acquisition had contractually required principal and interest payments receivable of $40.3 million, expected cash flows of $28.4 million, and a fair value (initial carrying amount) of $21.8 million. The difference between the contractually required principal and interest payments receivable and the expected cash flows of $11.9 million represented the non-accretable difference. The difference between the expected cash flows and fair value of $6.6 million represented the initial accretable yield. At September 30, 2017, the contractually required principal and interest payments receivable and carrying amount of the PCI loans was $6.1 million and $4.0 million, respectively, with a remaining non-accretable difference of $1.1 million. At December 31, 2016, the contractually required principal and interest payments receivable and carrying amount of the PCI loans was $12.2 million and $7.0 million, respectively, with a remaining non-accretable difference of $1.3 million.

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At the acquisition date, the PCI loans acquired as part of the CNB acquisition had contractually required principal and interest payments receivable of $23.4 million, expected cash flows of $10.1 million, and a fair value (initial carrying amount) of $8.7 million. The difference between the contractually required principal and interest payments receivable and the expected cash flows of $13.3 million represented the non-accretable difference. The difference between the expected cash flows and fair value of $1.4 million represented the initial accretable yield. At September 30, 2017, the contractually required principal and interest payments receivable and carrying amount of the PCI loans was $10.9 million and $3.2 million, respectively, with a remaining non-accretable difference of $6.2 million. At December 31, 2016, the contractually required principal and interest payments receivable and carrying amount of the PCI loans was $12.2 million and $2.3 million, respectively, with a remaining non-accretable difference of $6.9 million.

The following table summarizes the activity in the accretable yield for the PCI loans:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands)	2017			2016			2017			2016
Balance at beginning of period	$	3,966		$	5,963		$	6,915		$	7,113
Accretion		(1,067	)		(559	)		(3,970	)		(3,217	)
Reclassification (to) from nonaccretable difference during the period		(362	)		46			(408	)		1,138
Other		-			-			-			416
Accretable discount at end of period	$	2,537		$	5,450		$	2,537		$	5,450

7. ALLOWANCE FOR LOAN LOSSES

The Bank monitors its entire loan portfolio regularly, with consideration given to detailed analysis of classified loans, repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Additions to the allowance are charged to expense and realized losses, net of recoveries, are charged to the allowance.

Individual valuation allowances are established in connection with specific loan reviews and the asset classification process including the procedures for impairment testing under FASB ASC No. 310, “Receivables”. Such valuation, which includes a review of loans for which full collectability in accordance with contractual terms is not reasonably assured, considers the estimated fair value of the underlying collateral less the costs to sell, if any, or the present value of expected future cash flows, or the loan’s observable market value. Any shortfall that exists from this analysis results in a specific allowance for the loan. Pursuant to the Company’s policy, loan losses must be charged-off in the period the loans, or portions thereof, are deemed uncollectible. Assumptions and judgments by management, in conjunction with outside sources, are used to determine whether full collectability of a loan is not reasonably assured. These assumptions and judgments are also used to determine the estimates of the fair value of the underlying collateral or the present value of expected future cash flows or the loan’s observable market value. Individual valuation allowances could differ materially as a result of changes in these assumptions and judgments. Individual loan analyses are periodically performed on specific loans considered impaired. The results of the individual valuation allowances are aggregated and included in the overall allowance for loan losses.

Loan pool valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with the Bank’s lending activities, but which, unlike individual allowances, have not been allocated to particular problem assets. Pool evaluations are broken down into loans with homogenous characteristics by loan type and include commercial real estate mortgages, owner and non-owner occupied; multi-family mortgage loans; residential real estate mortgages; home equity loans; commercial, industrial and agricultural loans, secured and unsecured; real estate construction and land loans; and consumer loans. Management considers a variety of factors in determining the adequacy of the valuation allowance and has developed a range of valuation allowances necessary to adequately provide for probable incurred losses in each pool of loans. Management considers the Bank’s charge-off history along with the growth in the portfolio as well as the Bank’s credit administration and asset management philosophies and procedures when determining the allowances for each pool. In addition, management evaluates and considers the credit’s risk rating, which includes management’s evaluation of: cash flow, collateral, guarantor support, financial disclosures, industry trends and strength of borrowers’ management, the impact that economic and market conditions may have on the portfolio as well as known and inherent risks in the portfolio. Finally, management evaluates and considers the allowance ratios and coverage percentages of both peer group and regulatory agency data. These evaluations are inherently subjective because, even though they are based on objective data, it is management’s interpretation of that data that determines the amount of the appropriate allowance. If the evaluations prove to be incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in the loan portfolio, resulting in additions to the allowance for loan losses.

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For PCI loans, a valuation allowance is established when it is probable that the Bank will be unable to collect all the cash flows expected at acquisition plus additional cash flows expected to be collected arising from changes in estimate after acquisition. A specific allowance is established when subsequent evaluations of expected cash flows from PCI loans reflect a decrease in those estimates. The allowance established represents the excess of the recorded investment in those loans over the present value of the currently estimated future cash flow, discounted at the last effective accounting yield.

The Bank uses assumptions and methodologies that are relevant to estimating the level of impairment and probable losses in the loan portfolio. To the extent that the data supporting such assumptions has limitations, management's judgment and experience play a key role in recording the allowance estimates. Additions to the allowance for loan losses are made by provisions charged to earnings. Furthermore, an improvement in the expected cash flows related to PCI loans would result in a reduction of the required specific allowance with a corresponding credit to the provision.

The Credit Risk Management Committee (“CRMC”) is comprised of Bank management. The adequacy of the allowance is analyzed quarterly, with any adjustment to a level deemed appropriate by the CRMC, based on its risk assessment of the entire portfolio. Each quarter, members of the CRMC meet with the Credit Risk Committee of the Board to review credit risk trends and the adequacy of the allowance for loan losses. Based on the CRMC’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at September 30, 2017 and December 31, 2016, management believes the allowance for loan losses has been established at levels sufficient to cover the probable incurred losses in the Bank’s loan portfolio. Future additions or reductions to the allowance may be necessary based on changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance. In addition, various regulatory agencies, as an integral part of the examination process, periodically review the allowance for loan losses. Such agencies may require the Bank to recognize adjustments to the allowance based on their judgments of the information available to them at the time of their examination.

The following tables represent the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment, as defined under FASB ASC 310-10, and based on impairment method as of September 30, 2017 and December 31, 2016. The tables include loans acquired from CNB and FNBNY.

	September 30, 2017
(In thousands)	Commercial Real Estate Mortgage Loans		Multi- Family Loans		Residential Real Estate Mortgage Loans		Commercial, Industrial and Agricultural Loans		Real Estate Construction and Land Loans		Installment/ Consumer Loans		Total
Allowance for loan losses:
Individually evaluated for impairment	$	-	$	-	$	-	$	1,961	$	-	$	-	$	1,961
Collectively evaluated for impairment		10,470		4,840		1,660		9,463		745		134		27,312
Loans acquired with deteriorated credit quality		-		-		-		-		-		-		-
Total allowance for loan losses	$	10,470	$	4,840	$	1,660	$	11,424	$	745	$	134	$	29,273

Loans:
Individually evaluated for impairment	$	8,896	$	-	$	-	$	9,513	$	-	$	-	$	18,409
Collectively evaluated for impairment		1,250,042		567,189		399,677		561,521		93,393		19,671		2,891,493
Loans acquired with deteriorated credit quality		2,431		2,992		579		1,359		-		-		7,361
Total loans	$	1,261,369	$	570,181	$	400,256	$	572,393	$	93,393	$	19,671	$	2,917,263

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	December 31, 2016
(In thousands)	Commercial Real Estate Mortgage Loans		Multi- Family Loans		Residential Real Estate Mortgage Loans		Commercial, Industrial and Agricultural Loans		Real Estate Construction and Land Loans		Installment/ Consumer Loans		Total
Allowance for loan losses:
Individually evaluated for impairment	$	-	$	-	$	-	$	1	$	-	$	-	$	1
Collectively evaluated for impairment		9,225		6,264		1,495		7,836		955		128		25,903
Loans acquired with deteriorated credit quality		-		-		-		-		-		-		-
Total allowance for loan losses	$	9,225	$	6,264	$	1,495	$	7,837	$	955	$	128	$	25,904

Loans:
Individually evaluated for impairment	$	1,539	$	-	$	784	$	1,030	$	-	$	-	$	3,353
Collectively evaluated for impairment		1,088,332		514,853		363,230		519,686		80,605		16,368		2,583,074
Loans acquired with deteriorated credit quality		1,881		3,293		870		3,734		-		-		9,778
Total loans	$	1,091,752	$	518,146	$	364,884	$	524,450	$	80,605	$	16,368	$	2,596,205

The following tables represent the changes in the allowance for loan losses for the three and nine months ended September 30, 2017 and 2016, by portfolio segment, as defined under FASB ASC 310-10. The portfolio segments represent the categories that the Bank uses to determine its allowance for loan losses.

	Three Months Ended September 30, 2017
									Commercial,
	Commercial						Residential		Industrial			Real Estate
	Real Estate			Multi-			Real Estate		and			Construction		Installment/
	Mortgage			Family			Mortgage		Agricultural			and Land		Consumer
(In thousands)	Loans			Loans			Loans		Loans			Loans		Loans			Total
Allowance for loan losses:
Beginning balance	$	10,579		$	4,846		$	1,486	$	9,970		$	577	$	86		$	27,544
Charge-offs		-			-			-		(124	)		-		(49	)		(173	)
Recoveries		-			-			-		1			-		1			2
Provision		(109	)		(6	)		174		1,577			168		96			1,900
Ending balance	$	10,470		$	4,840		$	1,660	$	11,424		$	745	$	134		$	29,273

	Three Months Ended September 30, 2016
								Commercial,
	Commercial				Residential			Industrial			Real Estate
	Real Estate		Multi-		Real Estate			and			Construction			Installment/
	Mortgage		Family		Mortgage			Agricultural			and Land			Consumer
(In thousands)	Loans		Loans		Loans			Loans			Loans			Loans			Total
Allowance for loan losses:
Beginning balance	$	8,309	$	5,287	$	2,076		$	5,771		$	1,131		$	134		$	22,708
Charge-offs		-		-		(56	)		(377	)		-			-			(433	)
Recoveries		9		-		-			23			-			1			33
Provision		142		1,293		11			790			(219	)		(17	)		2,000
Ending balance	$	8,460	$	6,580	$	2,031		$	6,207		$	912		$	118		$	24,308

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	Nine Months Ended September 30, 2017
								Commercial,
	Commercial					Residential		Industrial			Real Estate
	Real Estate		Multi-			Real Estate		and			Construction			Installment/
	Mortgage		Family			Mortgage		Agricultural			and Land			Consumer
(In thousands)	Loans		Loans			Loans		Loans			Loans			Loans			Total
Allowance for loan losses:
Beginning balance	$	9,225	$	6,264		$	1,495	$	7,837		$	955		$	128		$	25,904
Charge-offs		-		-			-		(252	)		-			(49	)		(301	)
Recoveries		-		-			2		16			-			2			20
Provision		1,245		(1,424	)		163		3,823			(210	)		53			3,650
Ending balance	$	10,470	$	4,840		$	1,660	$	11,424		$	745		$	134		$	29,273

	Nine Months Ended September 30, 2016
								Commercial,
	Commercial				Residential			Industrial			Real Estate
	Real Estate		Multi-		Real Estate			and			Construction			Installment/
	Mortgage		Family		Mortgage			Agricultural			and Land			Consumer
(In thousands)	Loans		Loans		Loans			Loans			Loans			Loans			Total
Allowance for loan losses:
Beginning balance	$	7,850	$	4,208	$	2,115		$	5,405		$	1,030		$	136		$	20,744
Charge-offs		-		-		(56	)		(674	)		-			(2	)		(732	)
Recoveries		109		-		2			30			-			5			146
Provision		501		2,372		(30	)		1,446			(118	)		(21	)		4,150
Ending balance	$	8,460	$	6,580	$	2,031		$	6,207		$	912		$	118		$	24,308

8. EMPLOYEE BENEFITS

The Bank maintains a noncontributory pension plan covering all eligible employees. The Bank uses a December 31^st measurement date for this plan in accordance with FASB ASC 715-30 “Compensation – Retirement Benefits – Defined Benefit Plans – Pension.” During 2012, the Company amended the pension plan by revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered employees. Additionally, new employees hired on or after October 1, 2012 are not eligible for the pension plan.

During 2001, the Bank adopted the Bridgehampton National Bank Supplemental Executive Retirement Plan (“SERP”). As recommended by the Compensation Committee of the Board of Directors and approved by the full Board of Directors, the SERP provides benefits to certain employees, whose benefits under the pension plan are limited by the applicable provisions of the Internal Revenue Code. The benefit under the SERP is equal to the additional amount the employee would be entitled to under the Pension Plan and the 401(k) Plan in the absence of such Internal Revenue Code limitations. The assets of the SERP are held in a rabbi trust to maintain the tax-deferred status of the plan and are subject to the general, unsecured creditors of the Company. As a result, the assets of the rabbi trust are reflected on the Consolidated Balance Sheets of the Company.

There were $2.2 million of contributions to the pension plan during the nine months ended September 30, 2017 and 2016. There were no contributions to the SERP during the nine months ended September 30, 2017 and 2016. In accordance with the SERP, a retired executive received a distribution from the plan totaling $84,000 during the nine months ended September 30, 2017 and 2016, respectively.

The Company’s funding policy with respect to its benefit plans is to contribute at least the minimum amounts required by applicable laws and regulations.

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The following table sets forth the components of net periodic benefit cost:

	Three Months Ended September 30,										Nine Months Ended September 30,
	Pension Benefits						SERP Benefits				Pension Benefits						SERP Benefits
(In thousands)	2017			2016			2017		2016		2017			2016			2017		2016
Service cost	$	293		$	288		$	54	$	44	$	878		$	865		$	159	$	132
Interest cost		185			199			26		27		555			596			78		79
Expected return on plan assets		(521	)		(482	)		-		-		(1,561	)		(1,447	)		-		-
Amortization of net loss		113			102			12		6		338			305			38		20
Amortization of prior service credit		(20	)		(20	)		-		-		(58	)		(58	)		-		-
Amortization of transition obligation		-			-			7		7		-			-			21		21
Net periodic benefit cost	$	50		$	87		$	99	$	84	$	152		$	261		$	296	$	252

9. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase totaled $0.8 million at September 30, 2017 and $0.7 million at December 31, 2016. The repurchase agreements were collateralized by investment securities, of which 53% were U.S. GSE residential collateralized mortgage obligations and 47% were U.S. GSE residential mortgage-backed securities with a carrying amount of $1.9 million at September 30, 2017 and 49% were U.S. GSE residential collateralized mortgage obligations and 51% were U.S. GSE residential mortgage-backed securities with a carrying amount of $2.3 million at December 31, 2016.

Securities sold under agreements to repurchase are financing arrangements with $0.8 million maturing during the fourth quarter of 2017. At maturity, the securities underlying the agreements are returned to the Company. The primary risk associated with these secured borrowings is the requirement to pledge a market value based balance of collateral in excess of the borrowed amount. The excess collateral pledged represents an unsecured exposure to the lending counterparty. As the market value of the collateral changes, both through changes in discount rates and spreads as well as related cash flows, additional collateral may need to be pledged. In accordance with the Company’s policies, eligible counterparties are defined and monitored to minimize exposure.

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10. FEDERAL HOME LOAN BANK ADVANCES

The following tables set forth the contractual maturities and weighted average interest rates of FHLB advances over the next three years at September 30, 2017 and December 31, 2016:

	September 30, 2017
(Dollars in thousands)	Amount		Weighted Average Rate
Contractual Maturity
Overnight	$	160,000		1.29	%

2017		290,000		1.34	%
2018		25,170		1.06	%
2019		1,504		0.97	%
		316,674		1.32	%
Total FHLB advances	$	476,674		1.31	%

	December 31, 2016
(Dollars in thousands)	Amount		Weighted Average Rate
Contractual Maturity
Overnight	$	175,000		0.74	%

2017		294,113		0.82	%
2018		25,431		1.05	%
2019		2,140		1.04	%
		321,684		0.84	%
Total FHLB advances	$	496,684		0.80	%

Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The advances were collateralized by $1.05 billion and $923.9 million of residential and commercial mortgage loans under a blanket lien arrangement at September 30, 2017 and December 31, 2016, respectively. Based on this collateral and the Company’s holdings of FHLB stock, the Company is eligible to borrow up to a total of $1.29 billion at September 30, 2017.

11. BORROWED FUNDS

Subordinated Debentures

In September 2015, the Company issued $80.0 million in aggregate principal amount of fixed-to-floating rate subordinated debentures. $40.0 million of the subordinated debentures are callable at par after five years, have a stated maturity of September 30, 2025 and bear interest at a fixed annual rate of 5.25% per year, from and including September 21, 2015 until but excluding September 30, 2020. From and including September 30, 2020 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR plus 360 basis points. The remaining $40.0 million of the subordinated debentures are callable at par after ten years, have a stated maturity of September 30, 2030 and bear interest at a fixed annual rate of 5.75% per year, from and including September 21, 2015 until but excluding September 30, 2025. From and including September 30, 2025 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR plus 345 basis points. The subordinated debentures totaled $78.6 million and $78.5 million at September 30, 2017 and December 31, 2016, respectively.

The subordinated debentures are included in tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

Junior Subordinated Debentures

In December 2009, the Company completed the private placement of $16.0 million in aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (“TPS”), through its subsidiary, Bridge Statutory Capital Trust II (the “Trust”). The TPS had a liquidation amount of $1,000 per security, were convertible into the Company’s common stock, at a modified effective conversion price of $29 per share, matured in 2039 and were callable by the Company at par after September 30, 2014.

The Company issued $16.0 million of junior subordinated debentures (the “Debentures”) to the Trust in exchange for ownership of all of the common securities of the Trust and the proceeds of the TPS sold by the Trust. In accordance with accounting guidance, the

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Trust was not consolidated in the Company’s financial statements, but rather the Debentures were shown as a liability. The Debentures had the same interest rate, maturity and prepayment provisions as the TPS.

On December 15, 2016, the Company notified holders of the $15.8 million in outstanding TPS of the full redemption of the TPS on January 18, 2017. The redemption price equaled the liquidation amount, plus accrued but unpaid interest until but not including the redemption date. TPS not converted into shares of the Company’s common stock on or prior to January 17, 2017 were redeemed as of January 18, 2017. 15,450 shares of TPS with a liquidation amount of $15.5 million were converted into 532,740 shares of the Company’s common stock, which includes 100 shares of TPS with a liquidation amount of $100,000 which were converted into 3,448 shares of the Company’s common stock on December 28, 2016. The remaining 350 shares of TPS with a liquidation amount of $350,000 were redeemed on January 18, 2017. The Trust was cancelled effective April 24, 2017.

12. DERIVATIVES

Cash Flow Hedges of Interest Rate Risk

As part of its asset liability management, the Company utilizes interest rate swap agreements to help manage its interest rate risk position. The notional amount of the interest rate swap does not represent the amount exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.

Interest rate swaps with notional amounts totaling $290.0 million and $175.0 million at September 30, 2017 and December 31, 2016, respectively, were designated as cash flow hedges of certain FHLB advances. The swaps were determined to be fully effective during the periods presented and therefore no amount of ineffectiveness has been included in net income. The aggregate fair value of the swaps is recorded in other assets/(other liabilities), with changes in fair value recorded in other comprehensive income (loss). The amount included in accumulated other comprehensive income (loss) would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining term of the swaps.

The following table summarizes information about the interest rate swaps designated as cash flow hedges at September 30, 2017 and December 31, 2016:

(Dollars in thousands)	September 30, 2017			December 31, 2016
Notional amounts	$	290,000		$	175,000
Weighted average pay rates		1.78	%		1.61	%
Weighted average receive rates		1.33	%		0.95	%
Weighted average maturity		2.89 years			2.98 years

Interest expense recorded on these swap transactions totaled $369,000 and $1.1 million for the three and nine months ended September 30, 2017 and $236,000 and $725,000 for the three and nine months ended September 30, 2016, respectively, and is reported as a component of interest expense on FHLB advances. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income/expense as interest payments are made/received on the Company’s variable-rate assets/liabilities. During the nine months ended September 30, 2017, the Company had $1.1 million of reclassifications to interest expense. During the next twelve months, the Company estimates that $0.7 million will be reclassified as an increase in interest expense.

The following table presents the net gains (losses) recorded in accumulated other comprehensive income and the Consolidated Statements of Income relating to the cash flow derivative instruments for the three and nine months ended September 30, 2017 and 2016:

							Amount of loss
	Amount of gain (loss)			Amount of loss			recognized in other
(In thousands)	recognized in OCI			reclassified from OCI			non-interest income
Interest rate contracts	(Effective Portion)			to interest expense			(Ineffective Portion)
Three months ended September 30, 2017	$	144		$	(369	)	$	-
Nine months ended September 30, 2017	$	(1,216	)	$	(1,103	)	$	-
Three months ended September 30, 2016	$	764		$	(236	)	$	-
Nine months ended September 30, 2016	$	(1,920	)	$	(725	)	$	-

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The following table reflects the cash flow hedges included in the Consolidated Balance Sheets at the dates indicated:

	September 30, 2017							December 31, 2016
			Fair		Fair					Fair		Fair
(In thousands)	Notional		Value		Value			Notional		Value		Value
	Amount		Asset		Liability			Amount		Asset		Liability
Included in other assets/(liabilities):
Interest rate swaps related to FHLB advances	$	290,000	$	1,749	$	(1,021	)	$	175,000	$	1,994	$	(1,153	)

Non-Designated Hedges

Derivatives not designated as hedges may be used to manage the Company’s exposure to interest rate movements or to provide service to customers but do not meet the requirements for hedge accounting under U.S. GAAP. The Company executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that the Company executes with a third party in order to minimize the net risk exposure resulting from such transactions. These interest-rate swap agreements do not qualify for hedge accounting treatment, and therefore changes in fair value are reported in current period earnings.

The following table presents summary information about these interest rate swaps at September 30, 2017 and December 31, 2016:

(Dollars in thousands)	September 30, 2017			December 31, 2016
Notional amounts	$	80,939		$	62,472
Weighted average pay rates		3.84	%		3.50	%
Weighted average receive rates		3.84	%		3.50	%
Weighted average maturity		12.32 years			13.97 years
Fair value of combined interest rate swaps	$	-		$	-

Credit-Risk-Related Contingent Features

As of September 30, 2017, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $0.5 million and the termination value of derivatives in a net asset position was $0.8 million. The Company has minimum collateral posting thresholds with certain of its derivative counterparties. If the termination value of derivatives is a net liability position, the Company is required to post collateral against its obligations under the agreements. However, if the termination value of derivatives is a net asset position, the counterparty is required to post collateral to the Company. At September 30, 2017, the Company posted collateral of $0.8 million against its obligations under the agreements in a net liability position and received collateral of $0.6 million from its counterparty under the agreements in a net asset position. If the Company had breached any of these provisions at September 30, 2017, it could have been required to settle its obligations under the agreements at the termination value.

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13. OTHER COMPREHENSIVE INCOME

The following table summarizes the components of other comprehensive income and related income tax effects:

	Three Months Ended						Nine Months Ended
(In thousands)	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Unrealized holding gains (losses) on available for sale securities	$	517		$	(3,173	)	$	4,728		$	9,292
Reclassification adjustment for gains realized in income		(260	)		-			(260	)		(449	)
Income tax effect		(105	)		1,287			(1,773	)		(3,580	)
Net change in unrealized gains (losses) on available for sale securities		152			(1,886	)		2,695			5,263

Reclassification adjustment for amortization realized in income		112			95			339			288
Income tax effect		(45	)		(38	)		(109	)		(112	)
Net change in post-retirement obligation		67			57			230			176

Change in fair value of derivatives used for cash flow hedges		144			764			(1,216	)		(1,920	)
Reclassification adjustment for losses realized in income		369			236			1,103			725
Income tax effect		(210	)		(405	)		43			486
Net change in unrealized gains (losses) on cash flow hedges		303			595			(70	)		(709	)

Other comprehensive income (loss)	$	522		$	(1,234	)	$	2,855		$	4,730

The following is a summary of the accumulated other comprehensive loss balances, net of income taxes, at the dates indicated:

				Other Comprehensive
(In thousands)	December 31, 2016			Income			September 30, 2017
Unrealized losses on available for sale securities	$	(8,823	)	$	2,695		$	(6,128	)
Unrealized losses on pension benefits		(4,741	)		230			(4,511	)
Unrealized gains on cash flow hedges		500			(70	)		430
Accumulated other comprehensive loss	$	(13,064	)	$	2,855		$	(10,209	)

The following represents the reclassifications out of accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2017 and 2016:

	Three Months Ended						Nine Months Ended						Affected Line Item
	September 30,			September 30,			September 30,			September 30,			in the Consolidated
(In thousands)	2017			2016			2017			2016			Statements of Income
Realized gains on sale of available for sale securities	$	260		$	-		$	260		$	449		Net securities gains
Amortization of defined benefit pension plan and defined benefit plan component of the SERP:
Prior service credit		20			20			58			58		Salaries and employee benefits
Transition obligation		(7	)		(7	)		(21	)		(21	)	Salaries and employee benefits
Actuarial losses		(125	)		(108	)		(376	)		(325	)	Salaries and employee benefits
Realized losses on cash flow hedges		(369	)		(236	)		(1,103	)		(725	)	Interest expense
Total reclassifications, before income tax	$	(221	)	$	(331	)	$	(1,182	)	$	(564	)
Income tax benefit		91			134			484			229		Income tax expense
Total reclassifications, net of income tax	$	(130	)	$	(197	)	$	(698	)	$	(335	)

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14. RECENT ACCOUNTING PRONOUNCEMENTS

In August 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-12, “Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities.” The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. For public business entities, like the Company, ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. ASU 2017-12 requires a modified retrospective transition method in which the Company will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the consolidated balance sheet as of the date of adoption. While the Company continues to assess all potential impacts of the standard, ASU 2017-12 is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718) – Scope of Modification Accounting.” The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in ASU 2017-09. The amendments in ASU 2017-09 are effective for interim and annual reporting periods beginning after December 15, 2017. ASU 2017-09 is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) - Premium Amortization on Purchased Callable Debt Securities.” ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium to the earliest call date rather than to maturity to more closely align the amortization period to expectations incorporated in market pricing on the underlying securities. There is no change to callable securities held at a discount which continue to be amortized to maturity. For public business entities, like the Company, ASU 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018. ASU 2017-08 is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” ASU 2017-07 changes the reporting for the service cost component of net benefit cost from the reporting for the other components of net benefit cost. The service cost component must be reported in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. The line item used in the income statement to present the other components of net benefit cost must be disclosed. Additionally, only the service cost component of net benefit cost is eligible for capitalization, if applicable. For public business entities, like the Company, ASU 2017-07 is effective for interim and annual periods beginning after December 15, 2017. Since the provisions of ASU 2017-07, which are applicable to the Company, are disclosure related, adoption will not have a financial impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment.” ASU 2017-04 simplifies the test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. An entity should perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit to its carrying amount and recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. A public business entity that is an SEC filer, like the Company, should adopt ASU 2017-04 for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. ASU 2017-04 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model and also provides for recording credit losses on available for sale debt securities through an allowance account. ASU 2016-13 also requires certain incremental disclosures. ASU 2016-13 is effective for public entities that are SEC filers, like the Company, for interim and annual reporting periods beginning after December 15, 2019. The Company plans to adopt ASU 2016-13 in the first quarter of 2020 using the required modified retrospective method with a cumulative effect adjustment as of the beginning of the reporting period. The Company is currently assessing its data and system needs and evaluating the impact of adopting ASU 2016-13, but cannot yet determine the overall impact this guidance will have on the Company’s consolidated financial statements.

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In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU 2016-02 affects any entity that enters into a lease and is intended to increase the transparency and comparability of financial statements among organizations. ASU 2016-02 requires, among other changes, a lessee to recognize on its balance sheet a lease asset and a lease liability for those leases previously classified as operating leases. The lease asset would represent the right to use the underlying asset for the lease term and the lease liability would represent the discounted value of the required lease payments to the lessor. ASU 2016-02 would also require entities to disclose key information about leasing arrangements. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. The Company plans to adopt ASU 2016-02 in the first quarter of 2019 using the required modified retrospective approach, with a cumulative effect adjustment as of the beginning of the reporting period. Currently, the Bank leases properties as branch and back office locations. The Company is continuing to evaluate the potential effect of ASU 2016-02 on its consolidated financial statements by reviewing its existing operating lease contracts. The Company expects the adoption of ASU 2016-02 will result in an increase in the Company’s consolidated balance sheet as a result of recognizing right-of-use assets and lease liabilities.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The amendments in ASU 2014-09 are intended to improve financial reporting by providing a comprehensive framework for addressing revenue recognition issues that can be applied to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. For public entities, like the Company, ASU 2014-09, as amended, is effective for interim and annual reporting periods beginning after December 15, 2017. The Company will adopt ASU 2014-09 in the first quarter of 2018 using the modified retrospective approach with a cumulative effect adjustment as of the beginning of the reporting period along with supplementary disclosures. While the guidance in ASU 2014-09 supersedes most existing industry-specific revenue recognition accounting guidance, much of a bank’s revenue comes from financial instruments such as debt securities and loans which are scoped-out of the guidance. The amendments also include improved disclosures to enable users of financial statements to better understand the nature, amount, timing and uncertainty of revenue that is recognized. Most of the Company’s revenue comes from financial instruments, i.e. loans and securities, which are not within the scope of ASU 2014-09. The Company is in the process of evaluating the impact ASU 2014-09 will have on its current revenue recognition policies. The Company has not identified any material differences in the amount and timing of revenue recognition for the revenue streams that are within the scope of ASU 2014-09. Based on the analysis completed to date, the Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements.

15. SUBSEQUENT EVENTS

Charter Conversion

The Bank has filed an application with the New York State Department of Financial Services to convert from a national bank to a New York chartered commercial bank, and with the Federal Reserve Bank of New York to remain a member bank of the Federal Reserve System following the charter conversion. All regulatory approvals are expected to be received and the charter conversion is expected to become effective in the fourth quarter of 2017. The Company does not expect the Bank’s charter conversion to have a material impact on the Company’s consolidated financial statements.

Branch Rationalization

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

Private Securities Litigation Reform Act Safe Harbor Statement

This report may contain statements relating to the future results of the Company (including certain projections and business trends) that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Such forward-looking statements, in addition to historical information, which involve risk and uncertainties, are based on the beliefs, assumptions and expectations of management of the Company. Words such as “expects,” “believes,” “should,” “plans,” “anticipates,” “will,” “potential,” “could,” “intend,” “may,” “outlook,” “predict,” “project,” “would,” “estimated,” “assumes,” “likely,” and variations of such similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, possible or assumed estimates with respect to the financial condition, expected or anticipated revenue, and results of operations and business of the Company, including earnings growth; revenue growth in retail banking, lending and other areas; origination volume in the consumer, commercial and other lending businesses; current and future capital management programs; non-interest income levels, including fees from the title insurance subsidiary and banking services as well as product sales; tangible capital generation; market share; expense levels; and other business operations and strategies. The Company claims the protection of the safe harbor for forward-looking statements contained in the PSLRA.

Factors that could cause future results to vary from current management expectations include, but are not limited to, changing economic conditions; legislative and regulatory changes, including increases in Federal Deposit Insurance Corporation (“FDIC”) insurance rates; monetary and fiscal policies of the federal government; changes in tax policies; rates and regulations of federal, state and local tax authorities; changes in interest rates; deposit flows; the cost of funds; demand for loan products; demand for financial services; competition; the Company’s ability to successfully integrate acquired entities; the disapproval, or delay in the approval of our charter conversion application filed with the NYSDFS; changes in the quality and composition of the Bank’s loan and investment portfolios; changes in management’s business strategies; changes in accounting principles, policies or guidelines; changes in real estate values; expanded regulatory requirements as a result of the Dodd-Frank Act, which could adversely affect operating results; and the “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The forward-looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

Overview

Who The Company Is and How It Generates Income

Bridge Bancorp, Inc., a New York corporation, is a bank holding company formed in 1989. On a parent-only basis, the Company has had minimal results of operations. The Company is dependent on dividends from its wholly owned subsidiary, The Bridgehampton National Bank, its own earnings, additional capital raised, and borrowings as sources of funds. The information in this report reflects principally the financial condition and results of operations of the Bank. The Bank’s results of operations are primarily dependent on its net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowings. The Bank also generates non-interest income, such as fee income on deposit accounts and merchant credit and debit card processing programs, investment services, income from its title insurance subsidiary, and net gains on sales of securities and loans. The level of its non-interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and administrative expenses, expenses from its title insurance subsidiary, and income tax expense, further affects the Bank’s net income. Certain reclassifications have been made to prior year amounts and the related discussion and analysis to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders’ equity.

Principal Products and Services and Locations of Operations

Federally chartered in 1910, the Bank was founded by local farmers and merchants and now operates forty-four branches in its primary market areas of Suffolk and Nassau Counties on Long Island and the New York City boroughs, including forty-one in Suffolk and Nassau Counties, two in Queens and one in Manhattan. For over a century, the Bank has maintained its focus on building customer relationships in its market area. The mission of the Company is to grow through the provision of exceptional service to its customers, its employees, and the community. The Company strives to achieve excellence in financial performance and build long term shareholder value. The Bank engages in full service commercial and consumer banking business, including accepting time, savings and demand deposits from the consumers, businesses and local municipalities in its market area. These deposits, together with funds generated from operations and borrowings, are invested primarily in: (1) commercial real estate loans; (2) multi-family mortgage loans; (3) residential mortgage loans; (4) secured and unsecured commercial and consumer loans; (5) home equity loans; (6) construction loans; (7) FHLB, FNMA, GNMA and FHLMC mortgage-backed securities, collateralized mortgage obligations and other asset backed securities; (8) New York State and local municipal obligations; and (9) U.S. government sponsored entity (“U.S. GSE”) securities. The Bank also offers the Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”)

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programs, providing multi-millions of dollars of FDIC insurance on deposits to its customers. In addition, the Bank offers merchant credit and debit card processing, automated teller machines, cash management services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, and individual retirement accounts as well as investment services through Bridge Financial Services, which offers a full range of investment products and services through a third party broker dealer. Through its title insurance subsidiary, the Bank acts as a broker for title insurance services. The Bank’s customer base is comprised principally of small businesses, municipal relationships and consumer relationships.

Significant Recent Events

Charter Conversion

Branch Rationalization

Following an assessment of the Company’s branch network to ensure it is covering its markets efficiently, the Company has identified a number of branches that the Company plans to either close or consolidate into nearby locations. As a result, the Company expects to record a pre-tax charge in the three months ended December 31, 2017, related to existing lease obligations, employee severance, and other related charges of no more than $6.6 million. The impact on pre-tax income for the year ended December 31, 2018, in the form of cost savings and expected deposit runoff, is expected to be no less than $3.3 million, with an expected payback period of no more than 22 months.

Quarterly Highlights

Net income for the third quarter of 2017 was $9.4 million and $0.48 per diluted share, compared to $8.9 million and $0.50 per diluted share for the third quarter of 2016.

Net interest income increased to $32.3 million for the third quarter of 2017 compared to $30.7 million in 2016.

Net interest margin was 3.29% the third quarter of 2017 compared to 3.57% for the 2016 period.

Loans held for investment at September 30, 2017 totaled $2.92 billion, an increase of $321.3 million, or 12.4%, over December 31, 2016 and $335.4 million, or 13.0%, over September 30, 2016.

Total assets of $4.28 billion at September 30, 2017, increased $229.7 million compared to December 31, 2016 and $450.3 million compared to September 30, 2016.

Deposits of $3.20 billion at September 30, 2017, increased $277.3 million over December 31, 2016 and $279.6 million compared to September 30, 2016.

Allowance for loan losses was 1.00% of loans at September 30, 2017 and December 31, 2016.

A cash dividend of $0.23 per share was declared in October 2017 for the third quarter.

Challenges and Opportunities

In September 2017, the Federal Reserve decided to maintain the target range for the federal funds rate at 100 to 125 basis points. The Federal Open Market Committee’s (“FOMC”) stance on monetary policy remains accommodative, thereby supporting some further strengthening in labor market conditions and a sustained return to two percent inflation. In determining the timing and size of future adjustments to the target range for the federal funds rate, the FOMC will assess realized and expected economic conditions relative to its objectives of maximum employment and two percent inflation. The FOMC stated its expectation that economic conditions will evolve in a manner that would warrant gradual increases in the federal funds rate; the federal funds rate is likely to remain, for some time, below levels that are expected to prevail in the longer run. The FOMC will initiate the balance sheet normalization program in October 2017. This program will gradually reduce the Federal Reserve’s securities holdings by decreasing reinvestment of principal payments from those securities.

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Interest rates have been at or near historic lows for an extended period of time. Growth and service strategies have the potential to offset the compression on the net interest margin with volume as the customer base grows through expanding the Bank’s footprint, while maintaining and developing existing relationships. Since 2010, the Bank has opened fourteen new branches, including one in September 2017 in Astoria, New York, two in April 2017, in Riverhead and East Moriches, New York, and one in March 2017 in Sag Harbor, New York. The Bank has also grown through acquisitions including the June 2015 acquisition of Community National Bank (“CNB”), the February 2014 acquisition of First National Bank of New York (“FNBNY”), and the May 2011 acquisition of Hamptons State Bank (“HSB”). Management will continue to seek opportunities to expand its reach into other contiguous markets by network expansion, or through the addition of professionals with established customer relationships. Recent and pending acquisitions of local competitors may also provide additional growth opportunities.

The Bank continues to face challenges associated with ever-increasing regulations and the current low interest rate environment. Over time, additional rate increases should provide some relief to net interest margin compression as new loans are funded and securities are reinvested at higher rates. However, in the short term, the fair value of available for sale securities declines when rates increase, resulting in net unrealized losses and a reduction in stockholders’ equity. Strategies for managing for the eventuality of higher rates have a cost. Extending liability maturities or shortening the tenor of assets increases interest expense and reduces interest income. An additional method for managing in a higher rate environment is to grow stable core deposits, requiring continued investment in people, technology and branches. Over time, the costs of these strategies should provide long term benefits.

The key to delivering on the Company’s mission is combining its expanding branch network, improving technology, and experienced professionals with the critical element of local decision making. The successful expansion of the franchise’s geographic reach continues to deliver the desired results: increasing deposits and loans, and generating higher levels of revenue and income.

Corporate objectives for 2017 include: expanding the branch network through de novo branch openings; leveraging the Bank’s expanding branch network to build customer relationships and grow loans and deposits; rationalizing the branch footprint to ensure the Company is covering its markets efficiently; focusing on opportunities and processes that continue to enhance the customer experience at the Bank; improving operational efficiencies and prudent management of non-interest expense; and maximizing non-interest income. Management believes there remain opportunities to grow its franchise and that continued investments to generate core funding, quality loans, and new sources of revenue remain keys to continue creating long term shareholder value. The ability to attract, retain, train, and cultivate employees at all levels of the Company remains significant to meeting corporate objectives. The Company has made great progress toward the achievement of these objectives, and avoided many of the problems facing other financial institutions. This is a result of maintaining discipline in its underwriting, expansion strategies, investing, and general business practices. The Company has capitalized on opportunities presented by the market and diligently seeks opportunities to grow and strengthen the franchise. The Company recognizes the potential risks of the current economic environment and will monitor the impact of market events as management evaluates loans and investments and considers growth initiatives. Management and the Board have built a solid foundation for growth and the Company is positioned to adapt to anticipated changes in the industry resulting from new regulations and legislative initiatives.

Critical Accounting Policies

Allowance for Loan Losses

Management considers the accounting policy on the allowance for loan losses to be the most critical and requires complex management judgment. The judgments made regarding the allowance for loan losses can have a material effect on the results of operations of the Company.

The allowance for loan losses is established and maintained through a provision for loan losses based on probable incurred losses in the Bank’s loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis. The allowance is comprised of both individual valuation allowances and loan pool valuation allowances. The Bank monitors its entire loan portfolio on a regular basis, with consideration given to detailed analysis of classified loans, repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Additions to the allowance are charged to expense and realized losses, net of recoveries, are charged to the allowance. Refer to Note 7. “Allowance for Loan Losses” in the Condensed Notes to the Consolidated Financial Statements in Part I, Item 1 “Financial Statements” for further discussion of the allowance for loan losses.

Net Income

Net income for the three months ended September 30, 2017 was $9.4 million and $0.48 per diluted share as compared to $8.9 million and $0.50 per diluted share for the same period in 2016. Changes in net income for the three months ended September 30, 2017

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compared to September 30, 2016 include: (i) a $1.7 million, or 5.4%, increase in net interest income; (ii) a $0.1 million, or 5.0%, decrease in the provision for loan losses; (iii) a $0.9 million, or 23.3%, increase in non-interest income; and (iv) a $2.1 million, or 10.8%, increase in non-interest expense.

Net income for the nine months ended September 30, 2017 was $27.5 million and $1.39 per diluted share as compared to $26.3 million and $1.50 per diluted share for the same period in 2016. Changes in net income for the nine months ended September 30, 2017 compared to September 30, 2016 include: (i) a $2.9 million, or 3.2%, increase in net interest income; (ii) a $0.5 million, or 12.0%, decrease in the provision for loan losses; (iii) a $1.3 million, or 10.6%, increase in non-interest income; (iv) a $4.0 million, or 6.9%, increase in non-interest expense; and (v) a $0.4 million, or 3.2%, decrease in income taxes.

Weighted average common and common equivalent shares outstanding were higher for the three and nine months ended September 30, 2017 versus 2016 due in part to the $50 million common stock offering in November 2016.

Analysis of Net Interest Income

Net interest income, the primary contributor to earnings, represents the difference between income on interest earning assets and expenses on interest bearing liabilities. Net interest income depends on the volume of interest earning assets and interest bearing liabilities and the interest rates earned or paid on them.

The following table sets forth certain information relating to the Company’s average consolidated balance sheets and its consolidated statements of income for the periods indicated and reflects the average yield on assets and average cost of liabilities for those periods on a tax equivalent basis. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from daily average balances and include nonaccrual loans. The yields and costs include fees and costs, which are considered adjustments to yields. Interest on nonaccrual loans has been included only to the extent reflected in the consolidated statements of income. For purposes of this table, the average balances for investments in debt and equity securities exclude unrealized appreciation/depreciation due to the application of FASB ASC 320, “Investments - Debt and Equity Securities.”

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	Three Months Ended September 30,
	2017								2016
						Average								Average
	Average					Yield/			Average					Yield/
(Dollars in thousands)	Balance		Interest			Cost			Balance		Interest			Cost
Interest earning assets:
Loans, net ⁽¹⁾⁽²⁾	$	2,817,775	$	32,667			4.60	%	$	2,505,313	$	30,049			4.77	%
Mortgage-backed securities, CMOs and other asset-backed securities		740,766		3,777			2.02			578,542		2,840			1.95
Taxable securities		222,813		1,546			2.75			215,674		1,482			2.73
Tax exempt securities ⁽²⁾		87,232		696			3.17			86,615		683			3.14
Deposits with banks		26,243		91			1.38			31,683		43			0.54
Total interest earning assets ⁽²⁾		3,894,829		38,777			3.95			3,417,827		35,097			4.09
Non interest earning assets:
Cash and due from banks		67,332								60,962
Other assets		286,883								288,657
Total assets	$	4,249,044							$	3,767,446

Interest bearing liabilities:
Savings, NOW and money market deposits	$	1,746,819	$	2,161			0.49	%	$	1,588,786	$	1,321			0.33	%
Certificates of deposit of $100,000 or more		156,830		496			1.25			97,909		227			0.92
Other time deposits		73,470		195			1.05			85,797		190			0.88
Federal funds purchased and repurchase agreements		118,499		402			1.35			179,783		301			0.67
Federal Home Loan Bank advances		398,234		1,704			1.70			172,139		562			1.30
Subordinated debentures		78,583		1,135			5.73			78,444		1,134			5.75
Junior subordinated debentures		-		-			-			15,396		342			8.84
Total interest bearing liabilities		2,572,435		6,093			0.94			2,218,254		4,077			0.73
Non-interest bearing liabilities:
Demand deposits		1,196,179								1,150,187
Other liabilities		34,875								38,872
Total liabilities		3,803,489								3,407,313
Stockholders' equity		445,555								360,133
Total liabilities and stockholders' equity	$	4,249,044							$	3,767,446

Net interest income/interest rate spread ⁽²⁾⁽³⁾				32,684			3.01	%				31,020			3.36	%

Net interest earning assets/net interest margin ⁽²⁾⁽⁴⁾	$	1,322,394					3.33	%	$	1,199,573					3.61	%

Tax equivalent adjustment				(339	)		(0.04	)				(336	)		(0.04	)

Net interest income/net interest margin ⁽⁴⁾			$	32,345			3.29	%			$	30,684			3.57	%

Ratio of interest earning assets to interest bearing liabilities							151.41	%							154.08	%

(1)

Amounts are net of deferred origination costs/(fees) and the allowance for loan losses.

(2)

Presented on a tax equivalent basis.

(3)

Net interest rate spread represents the difference between the yield on average interest earning assets and the cost of average interest bearing liabilities.

(4)

Net interest margin represents net interest income divided by average interest earning assets.

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	Nine Months Ended September 30,
	2017								2016
						Average								Average
	Average					Yield/			Average					Yield/
(Dollars in thousands)	Balance		Interest			Cost			Balance		Interest			Cost
Interest earning assets:
Loans, net ^{(1) (2)}	$	2,703,634	$	92,493			4.57	%	$	2,475,665	$	87,423			4.72	%
Mortgage-backed securities, CMOs and other asset-backed securities		746,928		11,492			2.06			685,427		10,337			2.01
Taxable securities		226,251		4,589			2.71			217,919		4,231			2.59
Tax exempt securities ⁽²⁾		91,795		2,141			3.12			80,417		1,981			3.29
Deposits with banks		25,537		208			1.09			30,839		115			0.50
Total interest earning assets ⁽²⁾		3,794,145		110,923			3.91			3,490,267		104,087			3.98
Non interest earning assets:
Cash and due from banks		68,023								62,457
Other assets		284,163								275,428
Total assets	$	4,146,331							$	3,828,152

Interest bearing liabilities:
Savings, NOW and money market deposits	$	1,699,091	$	5,524			0.43	%	$	1,585,662	$	3,888			0.33	%
Certificates of deposit of $100,000 or more		142,770		1,306			1.22			126,821		558			0.59
Other time deposits		75,655		552			0.98			102,010		507			0.66
Federal funds purchased and repurchase agreements		129,006		1,073			1.11			156,346		779			0.67
Federal Home Loan Bank advances		401,292		4,382			1.46			264,821		2,233			1.13
Subordinated debentures		78,549		3,405			5.80			78,409		3,404			5.80
Junior subordinated debentures		893		48			7.19			15,715		1,026			8.72
Total interest bearing liabilities		2,527,256		16,290			0.86			2,329,784		12,395			0.71
Non-interest bearing liabilities:
Demand deposits		1,147,790								1,106,945
Other liabilities		32,378								37,714
Total liabilities		3,707,424								3,474,443
Stockholders' equity		438,907								353,709
Total liabilities and stockholders' equity	$	4,146,331							$	3,828,152

Net interest income/interest rate spread ⁽²⁾⁽³⁾				94,633			3.05	%			$	91,692			3.27	%

Net interest earning assets/net interest margin ⁽²⁾⁽⁴⁾	$	1,266,889					3.33	%	$	1,160,483					3.51	%

Tax equivalent adjustment				(1,034	)		(0.03	)				(986	)		(0.04	)

Net interest income/net interest margin ⁽⁴⁾			$	93,599			3.30	%			$	90,706			3.47	%

Ratio of interest earning assets to interest bearing liabilities							150.13	%							149.81	%

(1) Amounts are net of deferred origination costs/(fees) and the allowance for loan losses.

(2) Presented on a tax equivalent basis.

(3) Net interest rate spread represents the difference between the yield on average interest earning assets and the cost of average interest bearing liabilities.

(4) Net interest margin represents net interest income divided by average interest earning assets.

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Rate/Volume Analysis

Net interest income can be analyzed in terms of the impact of changes in rates and volumes. The following table illustrates the extent to which changes in interest rates and in the volume of average interest earning assets and interest bearing liabilities have affected the Bank’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate); (ii) changes attributable to changes in rates (changes in rates multiplied by prior volume); and (iii) the net changes. For purposes of this table, changes that are not due solely to volume or rate changes have been allocated to these categories based on the respective percentage changes in average volume and rate. Due to the numerous simultaneous volume and rate changes during the periods analyzed, it is not possible to precisely allocate changes between volume and rate. In addition, average earning assets include nonaccrual loans.

	Three Months Ended September 30,									Nine Months Ended September 30,
	2017 Over 2016									2017 Over 2016
	Changes Due To									Changes Due To
(In thousands)	Volume			Rate			Net Change			Volume			Rate			Net Change
Interest income on interest earning assets:
Loans, net ⁽¹⁾⁽²⁾	$	8,661		$	(6,043	)	$	2,618		$	9,208		$	(4,138	)	$	5,070
Mortgage-backed securities, CMOs and other asset-backed securities		831			106			937			916			239			1,155
Taxable securities		52			12			64			161			197			358
Tax exempt securities ⁽²⁾		6			7			13			319			(159	)		160
Deposits with banks		(48	)		96			48			(34	)		127			93
Total interest income on interest earning assets ⁽²⁾		9,502			(5,822	)		3,680			10,570			(3,734	)		6,836

Interest expense on interest bearing liabilities:
Savings, NOW and money market deposits		143			697			840			301			1,335			1,636
Certificates of deposit of $100,000 or more		169			100			269			78			670			748
Other time deposits		(122	)		127			5			(210	)		255			45
Federal funds purchased and repurchase agreements		(589	)		690			101			(228	)		522			294
Federal Home Loan Bank advances		925			217			1,142			1,372			777			2,149
Subordinated debentures		11			(10	)		1			6			(5	)		1
Junior subordinated debentures		(342	)		-			(342	)		(824	)		(154	)		(978	)
Total interest expense on interest bearing liabilities		195			1,821			2,016			495			3,400			3,895
Net interest income ⁽²⁾	$	9,307		$	(7,643	)	$	1,664		$	10,075		$	(7,134	)	$	2,941

(1) Amounts are net of deferred origination costs/(fees) and the allowance for loan losses.

(2) Presented on a tax equivalent basis.

Analysis of Net Interest Income for the Three Months Ended September 30, 2017 and 2016

Net interest income was $32.3 million for the three months ended September 30, 2017 compared to $30.7 million for the three months ended September 30, 2016. Average net interest earning assets increased $122.8 million to $1.32 billion for the three months ended September 30, 2017 compared to $1.20 billion for the three months ended September 30, 2016. The increase in average net interest earning assets reflects organic growth in loans and an increase in securities, partially offset by increases in average deposits and average borrowings. The net interest margin decreased to 3.29% for the three months ended September 30, 2017 compared to 3.57% for the three months ended September 30, 2016. The decrease in the net interest margin for 2017 compared to 2016 reflects the higher overall funding costs due in part to the Fed Funds rate increases in December 2016, March and June 2017, partially offset by the decrease in costs associated with the junior subordinated debentures which were redeemed in January 2017.

Interest income increased $3.6 million, or 10.6%, to $38.4 million for the three months ended September 30, 2017 from $34.8 million for the same period in 2016 as average interest earning assets increased $477.0 million, or 14.0%, to $3.89 billion for the three months ended September 30, 2017 compared to $3.42 billion for the same period in 2016. The increase in average interest earning assets for the three months ended September 30, 2017 compared to 2016 reflects organic growth in loans and an increase in securities. The tax adjusted average yield on interest earning assets was 3.95% for the quarter ended September 30, 2017 compared to 4.09% for the quarter ended September 30, 2016.

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Interest income on loans increased $2.6 million to $32.6 million for the three months ended September 30, 2017 over 2016, due to growth in the loan portfolio, partially offset by a decrease in the tax adjusted yield on average loans. For the three months ended September 30, 2017, average loans grew by $312.5 million, or 12.5%, to $2.82 billion as compared to $2.51 billion for the same period in 2016. The increase in average loans was the result of organic growth in multi-family mortgage loans, commercial real estate mortgage loans, commercial and industrial loans, and residential mortgage loans, partially offset by a decrease in real estate construction and land loans. The tax adjusted yield on average loans was 4.60% for the third quarter of 2017 and 4.77% for the same period in 2016. The Bank remains committed to growing loans with prudent underwriting, sensible pricing and limited credit and extension risk.

Interest income on investment securities was $5.8 million for the three months ended September 30, 2017 and $4.8 million for the three months ended September 30, 2016. Interest income on securities included net amortization of premiums on securities of $1.6 million for the three months ended September 30, 2017 compared to $1.5 million for the same period in 2016. For the three months ended September 30, 2017, average total investments increased by $170.0 million, or 19.3%, to $1.05 billion as compared to $880.8 million for the same period in 2016. The tax adjusted average yield on total securities was 2.27% for the three months ended September 30, 2017 and 2.26% for the three months ended September 30, 2016.

Total interest expense increased to $6.1 million for the three months ended September 30, 2017 as compared to $4.1 million for the same period in 2016. The increase in interest expense for the three months ended September 30, 2017 is a result of the increase in the cost of average interest bearing liabilities coupled with an increase in average interest bearing liabilities. The cost of average interest bearing liabilities was 0.94% for the three months ended September 30, 2017 and 0.73% for the three months ended September 30, 2016. The increase in the cost of average interest bearing liabilities is primarily due to higher overall funding costs due in part to the Fed Funds rate increases in December 2016, March 2017 and June 2017, partially offset by the decrease in costs associated with the junior subordinated debentures, which were redeemed in January 2017. Since the Company’s interest bearing liabilities generally reprice or mature more quickly than its interest earning assets, an increase in short term interest rates initially results in a decrease in net interest income. The Company began extending the terms of certain matured borrowings at the end of the 2017 first quarter in anticipation of further Fed Funds rate increases. Additionally, the large percentages of deposits in money market accounts reprice at short term market rates, making the balance sheet more liability sensitive. The Bank continues its prudent management of deposit pricing. Average total interest bearing liabilities increased $354.2 million, or 16.0%, to $2.57 billion for the three months ended September 30, 2017 compared to $2.22 billion for the same period in 2016 due to increases in both average deposits and average borrowings.

For the three months ended September 30, 2017, average total deposits increased by $250.6 million to $3.17 billion as compared to average total deposits of $2.92 billion for the three months ended September 30, 2016 due to increases in average savings, NOW and money market accounts, average demand deposits, and average certificates of deposit. The average balance of savings, NOW and money market accounts increased $158.0 million, or 9.9%, to $1.75 billion for the three months ended September 30, 2017 compared to $1.59 billion for the three months ended September 30, 2016. The cost of average savings, NOW and money market deposits was 0.49% for the 2017 third quarter compared to 0.33% for the 2016 third quarter. Average demand deposits increased $46.0 million, or 4.0%, to $1.20 billion for the three months ended September 30, 2017 as compared to $1.15 billion for the same period in 2016. Average balances in certificates of deposit increased $46.6 million, or 25.4%, to $230.3 million for the three months ended September 30, 2017 compared to $183.7 million for the three months ended September 30, 2016. The cost of average certificates of deposit increased to 1.19% for the three months ended September 30, 2017 compared to 0.90% for the same period in 2016. Average public fund deposits comprised 14.5% of total average deposits during the 2017 third quarter and 16.8% for the 2016 third quarter.

Average federal funds purchased and repurchase agreements decreased $61.3 million, or 34.1%, to $118.5 million for the three months ended September 30, 2017 compared to $179.8 million for the same period in 2016. The cost of average federal funds purchased and repurchase agreements was 1.35% for the 2017 third quarter compared to 0.67% for the 2016 third quarter. Average FHLB advances increased $226.1 million, or 131.3%, to $398.2 million for the three months ended September 30, 2017 compared to $172.1 million for the three months ended September 30, 2016. Average junior subordinated debentures for the three months ended September 30, 2017 was zero, compared to $15.4 million for the same period in 2016. The junior subordinated debentures were redeemed in January 2017.

Analysis of Net Interest Income for the Nine Months Ended September 30, 2017 and 2016

Net interest income was $93.6 million for the nine months ended September 30, 2017 compared to $90.7 million for the nine months ended September 30, 2016. Average net interest earning assets increased $106.4 million to $1.27 billion for the nine months ended September 30, 2017 compared to $1.16 billion for the nine months ended September 30, 2016. The increase in average net interest earning assets reflects organic growth in loans and an increase in securities, partially offset by increases in average deposits and average borrowings. The net interest margin decreased to 3.30% for the nine months ended September 30, 2017 compared to 3.47% for the nine months ended September 30, 2016. The decrease in the net interest margin for 2017 compared to 2016 reflects the higher

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overall funding costs due in part to the Fed Funds rate increases in December 2016, March 2017 and June 2017, partially offset by the decrease in costs associated with the junior subordinated debentures which were redeemed in January 2017.

Interest income increased $6.8 million, or 6.6%, to $109.9 million for the nine months ended September 30, 2017 from $103.1 million for the same period in 2016 as average interest earning assets increased $303.9 million, or 8.7%, to $3.79 billion for the nine months ended September 30, 2017 compared to $3.49 billion for the same period in 2016. The increase in average interest earning assets for the nine months ended September 30, 2017 compared to 2016 reflects organic growth in loans and an increase in securities. The tax adjusted average yield on interest earning assets was 3.91% for the nine months ended September 30, 2017 and 3.98% for the nine months ended September 30, 2016.

Interest income on loans increased $5.1 million to $92.2 million for the nine months ended September 30, 2017 over 2016, primarily due to growth in the loan portfolio. For the nine months ended September 30, 2017, average loans grew by $228.0 million, or 9.2%, to $2.70 billion as compared to $2.48 billion for the same period in 2016. The increase in average loans was the result of organic growth in multi-family mortgage loans, commercial real estate mortgage loans, and commercial and industrial loans partially offset by decreases in real estate construction and land loans and residential mortgage loans. The tax adjusted yield on average loans was 4.57% for the nine months ended September 30, 2017 and 4.72% for the same period in 2016.

Interest income on investment securities was $17.5 million for the nine months ended September 30, 2017 and $15.9 million for the nine months ended September 30, 2016. Interest income on securities included net amortization of premiums on securities of $4.9 million for the nine months ended September 30, 2017 compared to $4.7 million for the same period in 2016. For the nine months ended September 30, 2017, average total investments increased by $81.2 million, or 8.3%, to $1.06 billion as compared to $983.8 million for the same period in 2016. The tax adjusted average yield on total securities was 2.29% for the nine months ended September 30, 2017 and 2.25% for the nine months ended September 30, 2016.

Total interest expense increased to $16.3 million for the nine months ended September 30, 2017 as compared to $12.4 million for the same period in 2016. The increase in interest expense for the nine months ended September 30, 2017 is a result of the increase in the cost of average interest bearing liabilities coupled with an increase in average interest bearing liabilities. The cost of average interest bearing liabilities was 0.86% for the nine months ended September 30, 2017 and 0.71% for the nine months ended September 30, 2016. The increase in the cost of average interest bearing liabilities is primarily due to higher overall funding costs due in part to the Fed Funds rate increases in December 2016, March 2017 and June 2017, partially offset by the decrease in costs associated with the junior subordinated debentures which were redeemed in January 2017. The Company began extending the terms of certain matured borrowings at the end of the 2017 first quarter in anticipation of further Fed Funds rate increases. Average total interest bearing liabilities increased $197.5 million, or 8.5%, to $2.53 billion for the nine months ended September 30, 2017 compared to $2.33 billion for the same period in 2016 due to increases in both average borrowings and average deposits.

For the nine months ended September 30, 2017, average total deposits increased by $143.9 million to $3.07 billion as compared to average total deposits of $2.92 billion for the nine months ended September 30, 2016 due to increases in average savings, NOW and money market accounts and demand deposits offset by decreases in certificates of deposit. The average balance of savings, NOW and money market accounts increased $113.4 million, or 7.2%, to $1.70 billion for the nine months ended September 30, 2017 compared to $1.59 billion for the nine months ended September 30, 2016. The cost of average savings, NOW and money market deposits was 0.43% for the nine months ended September 30, 2017 compared to 0.33% for the nine months ended September 30, 2016. Average demand deposits increased $40.8 million or 3.7% to $1.15 billion for the nine months ended September 30, 2017 as compared to $1.11 billion for the same period in 2016. Average balances in certificates of deposit decreased $10.4 million, or 4.5%, to $218.4 million for the nine months ended September 30, 2017 compared to $228.8 million for the nine months ended September 30, 2016. The cost of average certificates of deposit increased to 1.14% for the nine months ended September 30, 2017 compared to 0.62% for the same period in 2016. Average public fund deposits comprised 16.9% of total average deposits during the nine months ended September 30, 2017 and 17.9% for the nine months ended September 30, 2016.

Average federal funds purchased and repurchase agreements decreased $27.3 million, or 17.5%, to $129.0 million for the nine months ended September 30, 2017 compared to $156.3 million for the same period in 2016. The cost of average federal funds purchased and repurchase agreements was 1.11% for the nine months ended September 30, 2017 compared to 0.67% for the nine months ended September 30, 2016. Average FHLB advances increased $136.5 million, or 51.5%, to $401.3 million for the nine months ended September 30, 2017 compared to $264.8 million for the nine months ended September 30, 2016. Average junior subordinated debentures decreased $14.8 million, or 94.3%, to $0.9 million for the nine months ended September 30, 2017 compared to $15.7 million for the same period in 2016. The junior subordinated debentures were redeemed in January 2017.

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Provision and Allowance for Loan Losses

The Bank’s loan portfolio consists primarily of real estate loans secured by commercial, multi-family and residential real estate properties located in the Bank’s principal lending areas of Nassau and Suffolk Counties on Long Island and the New York City boroughs. The interest rates charged by the Bank on loans are affected primarily by the demand for such loans, the supply of money available for lending purposes, the rates offered by its competitors, the Bank’s relationship with the customer, and the related credit risks of the transaction. These factors are affected by general and economic conditions including, but not limited to, monetary policies of the federal government, including the Federal Reserve Board, legislative policies and governmental budgetary matters.

Based on the Company’s continuing review of the overall loan portfolio, the current asset quality of the portfolio, the growth in the loan portfolio and the net charge-offs, a provision for loan losses of $1.9 million and $3.7 million was recorded during the three and nine months ended September 30, 2017, respectively, compared to a provision for loan losses of $2.0 million and $4.2 million, respectively, during the same period in 2016. Net charge-offs were $0.2 million for the quarter ended September 30, 2017 compared to $0.4 million for the quarter ended September 30, 2016. Net charge-offs were $0.3 million for the nine months ended September 30, 2017 compared to $0.6 million for the nine months ended September 30, 2016. The ratio of the allowance for loan losses to nonaccrual loans was 393%, 2,087% and 1,185%, at September 30, 2017, December 31, 2016, and September 30, 2016, respectively. The allowance for loan losses increased to $29.3 million at September 30, 2017 as compared to $25.9 million at December 31, 2016 and $24.3 million at September 30, 2016. The allowance as a percentage of total loans was 1.00% at September 30, 2017, compared to 1.00% at December 31, 2016 and 0.94% at September 30, 2016. The increase in the allowance for loan losses from December 31, 2016 and September 30, 2016 reflects loan portfolio growth, coupled with an increase in classified loans, and an increase in reserves on impaired loans and taxi medallion loans. Management continues to carefully monitor the loan portfolio as well as real estate trends in Nassau and Suffolk Counties and the New York City boroughs.

Loans totaling $88.8 million or 3.0% of total loans at September 30, 2017 were categorized as classified loans compared to $84.3 million or 3.2% at December 31, 2016 and $41.3 million or 1.6% at September 30, 2016. Classified loans include loans with credit quality indicators with the internally assigned grades of special mention, substandard and doubtful. These loans are categorized as classified loans because management has information that indicates the borrower may not be able to comply with the present repayment terms. These loans are subject to increased management attention and their classification is reviewed at least quarterly.

At September 30, 2017, $35.1 million of classified loans were commercial real estate (“CRE”) loans, which were well secured with real estate as collateral. Of the $35.1 million of CRE loans, $32.9 million were current and $2.2 million were past due. In addition, all the past due CRE loans have personal guarantees. At September 30, 2017, $6.8 million of classified loans were residential real estate loans with $6.1 million current and $0.7 million past due. Commercial, industrial, and agricultural loans represented $46.5 million of classified loans, with $39.4 million current and $7.1 million past due. Taxi medallion loans represented $25.8 million of the classified commercial, industrial and agricultural loans at September 30, 2017. The Bank’s taxi medallion loan portfolio was downgraded to special mention at December 31, 2016 due to weakening cash flows and declining collateral values and certain loans have been further downgraded to substandard during 2017. All of the Bank’s taxi medallion loans are collateralized by New York City – Manhattan medallions and have personal guarantees. All taxi medallion loans were current as of September 30, 2017 except one which was nonaccrual. No new originations of taxi medallion loans are currently planned and management expects these balances to decline through amortization and pay-offs. There was $0.3 million of classified real estate construction and land loans, all of which are current. The remaining $0.1 million in classified loans are consumer loans that are unsecured and current.

CRE loans, including multi-family loans, represented $1.83 billion or 62.8% of the total loan portfolio at September 30, 2017 compared to $1.61 billion or 62.0% at December 31, 2016 and $1.53 billion or 59.3% at September 30, 2016. The Bank’s underwriting standards for CRE loans require an evaluation of the cash flow of the property, the overall cash flow of the borrower and related guarantors as well as the value of the real estate securing the loan. In addition, the Bank’s underwriting standards for CRE loans are consistent with regulatory requirements with original loan to value ratios generally less than or equal to 75%. The Bank considers charge-off history, delinquency trends, cash flow analysis, and the impact of the local economy on commercial real estate values when evaluating the appropriate level of the allowance for loan losses.

As of September 30, 2017 and December 31, 2016, the Company had individually impaired loans as defined by FASB ASC No. 310, “Receivables” of $18.4 million and $3.4 million, respectively. For a loan to be considered impaired, management determines after review whether it is probable that the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. Management applies its normal loan review procedures in making these judgments. Impaired loans include individually classified nonaccrual loans and TDRs. For impaired loans, the Bank evaluates the impairment of the loan in accordance with FASB ASC 310-10-35-22. Impairment is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For loans that are collateral dependent, the fair value of the collateral less costs to sell is used to determine the fair value of the loan. The fair value of the collateral is determined based on recent appraised values. The fair value of the collateral less costs to sell or present value of expected cash flows is compared to the carrying value to determine if any write-down or specific

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loan loss allowance allocation is required. The increase in impaired loans from December 31, 2016 is the result of the modification of certain commercial real estate mortgage loans to one borrower totaling $7.8 million and certain taxi medallion loans to related borrowers as TDRs totaling $2.8 million, coupled with an increase in nonaccrual loans. The TDR loans are current and are classified as performing TDRs at September 30, 2017.

Nonaccrual loans were $7.5 million or 0.26% of total loans at September 30, 2017 and $1.2 million or 0.05% of total loans at December 31, 2016. The increase was primarily due to a $1.2 million taxi medallion loan, which became nonaccrual as of June 30, 2017 and $4.9 million in commercial, industrial and agricultural loans to one borrower which became nonaccrual during the quarter ended September 30, 2017. TDRs represent $0.5 million of the nonaccrual loans at September 30, 2017 compared to $0.3 million at December 31, 2016.

The Bank had no other real estate owned at September 30, 2017 and December 31, 2016.

The following table sets forth changes in the allowance for loan losses for the periods indicated:

	Nine Months Ended
(In thousands)	September 30, 2017			September 30, 2016
Beginning balance	$	25,904		$	20,744
Charge-offs:
Residential real estate mortgage loans		-			(56	)
Commercial, industrial and agricultural loans		(252	)		(674	)
Installment/consumer loans		(49	)		(2	)
Total		(301	)		(732	)
Recoveries:
Commercial real estate mortgage loans		-			109
Residential real estate mortgage loans		2			2
Commercial, industrial and agricultural loans		16			30
Installment/consumer loans		2			5
Total		20			146
Net charge-offs		(281	)		(586	)
Provision for loan losses charged to operations		3,650			4,150
Ending balance	$	29,273		$	24,308

Allocation of Allowance for Loan Losses

The following table sets forth the allocation of the total allowance for loan losses by loan classification at the dates indicated:

	September 30, 2017					December 31, 2016
			Percentage of Loans					Percentage of Loans
(Dollars in thousands)	Amount		to Total Loans			Amount		to Total Loans
Commercial real estate mortgage loans	$	10,470		43.2	%	$	9,225		42.0	%
Multi-family mortgage loans		4,840		19.6			6,264		20.0
Residential real estate mortgage loans		1,660		13.7			1,495		14.1
Commercial, industrial & agricultural loans		11,424		19.6			7,837		20.2
Real estate construction and land loans		745		3.2			955		3.1
Installment/consumer loans		134		0.7			128		0.6
Total	$	29,273		100.0	%	$	25,904		100.0	%

Non-Interest Income

Total non-interest income increased $0.9 million to $5.0 million for the three months ended September 30, 2017 compared to $4.0 million for the same period in 2016. The increase primarily reflects a $0.4 million increase in other operating income, a $0.3 million increase in title fee income and a $0.3 million increase in net securities gains, partially offset by lower gain on sale of Small Business Administration (“SBA”) loans of $0.1 million.

Total non-interest income increased $1.3 million to $13.6 million for the nine months ended September 30, 2017 compared to $12.3 million for the same period in 2016. The increase primarily reflects a $0.8 million increase in gain on sale of SBA loans, a $0.5 million increase in title fee income, a $0.3 million increase in BOLI income, and a $0.2 million increase in service charges and other

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fees, partially offset by lower other operating income of $0.3 million, and lower net securities gain of $0.2 million. The decrease in other operating income for the nine months ended September 30, 2017 was primarily due to a net recovery associated with certain identified FNBNY acquired problem loans recorded in 2016.

Non-Interest Expense

Total non-interest expense increased $2.1 million to $21.3 million during the three months ended September 30, 2017 compared to $19.2 million over the same period in 2016. The increase was primarily due to higher salaries and benefits, other operating expenses, occupancy and equipment, technology and communications, and marketing and advertising, partially offset by lower amortization of intangible assets, FDIC assessments, and professional services. Salaries and benefits increased $1.5 million to $11.8 million for the three months ended September 30, 2017 compared to $10.3 million for the same period in 2016, primarily due to additional staff related to new branches, business development, and risk management. Other operating expenses increased $0.3 million to $2.0 million for the three months ended September 30, 2017 compared to $1.7 million for the same period in 2016. Occupancy and equipment increased $0.2 million to $3.5 million for the three months ended September 30, 2017 compared to $3.3 million for the same period in 2016. Marketing and advertising increased $0.3 million to $1.3 million for the three months ended September 30, 2017 compared to $1.0 million for the same period in 2016. Technology and communications increased $0.3 million to $1.5 million for the three months ended September 30, 2017 compared to $1.2 million for the same period in the prior year. Amortization of other intangible assets decreased $0.3 million to $0.2 million compared to $0.5 million for the same period in 2016 resulting from the non-compete agreement entered into in connection with the CNB acquisition being fully amortized as of December 31, 2016. FDIC assessments decreased to $0.3 million for the three months ended September 30, 2017 from $0.4 million for the same period in 2016. Professional services decreased to $0.7 million for the three months ended September 30, 2017, compared to $0.8 million for the same period in 2016.

Total non-interest expense increased $4.0 million to $62.6 million during the nine months ended September 30, 2017 compared to $58.6 million over the same period in 2016. The increase was primarily due to higher salaries and benefits, occupancy and equipment, marketing and advertising, other operating expenses, technology and communications and the reversal of acquisition costs recorded in 2016, partially offset by lower amortization of intangible assets, professional services, and FDIC assessments. Salaries and benefits increased $3.0 million to $34.5 million for the nine months ended September 30, 2017 compared to $31.5 million for the same period in 2016, primarily due to additional staff related to new branches, business development, and risk management. Occupancy and equipment increased $1.0 million to $10.4 million for the nine months ended September 30, 2017 compared to $9.4 million for the same period in 2016. Other operating expenses increased $0.8 million to $5.9 million for the nine months ended September 30, 2017 compared to $5.1 million for the same period in 2016. Marketing and advertising increased $0.7 million to $3.7 million for the nine months ended September 30, 2017 compared to $3.0 million for the same period in 2016. Technology and communications increased to $0.6 million to $4.2 million for the nine months ended September 30, 2017 compared to $3.6 million for the same period in the prior year. Amortization of other intangible assets decreased $1.0 million to $0.8 million for the nine months ended September 30, 2017 compared to $1.8 million for the same period in 2016 resulting from the non-compete agreement entered into in connection with the CNB acquisition being fully amortized as of December 31, 2016. Professional services decreased to $2.1 million for the nine months ended September 30, 2017 from $2.8 million for the same period in 2016. FDIC assessments decreased to $1.0 million for the nine months ended September 30, 2017 from $1.5 million for the same period in 2016. The reversal of accrued acquisition costs in 2016 was due to the reversal of pending merger related liabilities recorded at the acquisition date which were subsequently settled.

Income Taxes

Income tax expense was $4.7 million for the three months ended September 30, 2017 and 2016. The effective tax rate for the three months ended September 30, 2017 was 33.2% compared to 34.5% for the same period last year. Income tax expense was $13.5 million for the nine months ended September 30, 2017 compared to $14.0 million for the nine months ended September 30, 2016. The effective tax rate for the nine months ended September 30, 2017 was 33.0% compared to 34.7% for the same period last year.

Financial Condition

Total assets of the Company at September 30, 2017 increased $229.7 million to $4.28 billion at September 30, 2017 compared to December 31, 2016. Cash and cash equivalents decreased $26.8 million, or 23.6%, to $87.0 million at September 30, 2017 compared to $113.8 million at December 31, 2016. Total securities decreased $61.8 million to $1.02 billion at September 30, 2017 compared to December 31, 2016. Net loans increased $317.9 million, or 12.3%, to $2.89 billion compared to December 31, 2016. The ability to grow the loan portfolio, while minimizing interest rate risk sensitivity and maintaining credit quality, remains a strong focus of management. Total deposits increased $277.3 million to $3.20 billion at September 30, 2017 compared to $2.93 billion at December 31, 2016. Savings, NOW and money market deposits increased $217.2 million to $1.79 billion at September 30, 2017 from $1.57 billion at December 31, 2016. Certificates of deposit increased $16.6 million to $223.3 million at September 30, 2017 from $206.7

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million at December 31, 2016. Demand deposits increased $43.6 million to $1.19 billion as of September 30, 2017 compared to $1.15 billion at December 31, 2016. Federal funds purchased were $50.0 million at September 30, 2017 compared to $100.0 million at December 31, 2016. Federal Home Loan Bank advances decreased $20.0 million to $476.7 million at September 30, 2017 compared to $496.7 million at December 31, 2016. Junior subordinated debentures decreased $15.2 million for the nine months ended September 30, 2017 due to the redemption in January 2017.

Stockholders’ equity was $441.9 million at September 30, 2017, an increase of $34.0 million, or 8.3%, from December 31, 2016, primarily due to net income of $27.5 million, the issuance of shares of common stock related to the trust preferred securities conversions of $14.9 million, a decrease in accumulated other comprehensive loss, net of deferred income taxes of $2.9 million, share based compensation of $2.0 million, and proceeds from the issuance of shares of common stock under the dividend reinvestment plan of $0.7 million, partially offset by $13.7 million in dividends. In October 2017, the Company declared a quarterly dividend of $0.23 per share and continues its long-term trend of uninterrupted dividends.

Liquidity

The objective of liquidity management is to ensure the sufficiency of funds available to respond to the needs of depositors and borrowers, and to take advantage of unanticipated opportunities for Company growth or earnings enhancement. Liquidity management addresses the ability of the Company to meet financial obligations that arise in the normal course of business. Liquidity is primarily needed to meet customer borrowing commitments and deposit withdrawals, either on demand or on contractual maturity, to repay borrowings as they mature, to fund current and planned expenditures and to make new loans and investments as opportunities arise.

The Company’s principal sources of liquidity included cash and cash equivalents of $11.9 million as of September 30, 2017, and dividend capabilities from the Bank. Cash available for distribution of dividends to shareholders of the Company is primarily derived from dividends paid by the Bank to the Company. For the nine months ended September 30, 2017, the Bank did not pay a cash dividend to the Company. Prior regulatory approval is required if the total of all dividends declared by the Bank in any calendar year exceeds the total of the Bank’s net income of that year combined with its retained net income of the preceding two years. As of September 30, 2017, the Bank has $67.3 million of retained net income available for dividends to the Company. In the event that the Company subsequently expands its current operations, in addition to dividends from the Bank, it will need to rely on its own earnings, additional capital raised and other borrowings to meet liquidity needs. The Company did not make any capital contributions to the Bank during the nine months ended September 30, 2017.

The Bank’s most liquid assets are cash and cash equivalents, securities available for sale and securities held to maturity due within one year. The levels of these assets are dependent on the Bank’s operating, financing, lending and investing activities during any given period. Other sources of liquidity include loan and investment securities principal repayments and maturities, lines of credit with other financial institutions including the FHLB and FRB, growth in core deposits and sources of wholesale funding such as brokered deposits. While scheduled loan amortization, maturing securities and short-term investments are a relatively predictable source of funds, deposit flows and loan and mortgage-backed securities prepayments are greatly influenced by general interest rates, economic conditions and competition. The Bank adjusts its liquidity levels as appropriate to meet funding needs such as seasonal deposit outflows, loans, and asset and liability management objectives. Historically, the Bank has relied on its deposit base, drawn through its full-service branches that serve its market area and local municipal deposits, as its principal source of funding. The Bank seeks to retain existing deposits and loans and maintain customer relationships by offering quality service and competitive interest rates to its customers, while managing the overall cost of funds needed to finance its strategies.

The Bank’s Asset/Liability and Funds Management Policy allows for wholesale borrowings of up to 25% of total assets. At September 30, 2017, the Bank had aggregate lines of credit of $349.5 million with unaffiliated correspondent banks to provide short-term credit for liquidity requirements. Of these aggregate lines of credit, $329.5 million is available on an unsecured basis. As of September 30, 2017, the Bank had $50.0 million in overnight borrowings outstanding under these lines. The Bank also has the ability, as a member of the FHLB system, to borrow against unencumbered residential and commercial mortgages owned by the Bank. The Bank also has a master repurchase agreement with the FHLB, which increases its borrowing capacity. As of September 30, 2017, the Bank had $160.0 million outstanding in FHLB overnight borrowings and $316.7 million outstanding in FHLB term borrowings. As of December 31, 2016, the Bank had $175.0 million outstanding in FHLB overnight borrowings and $321.7 million outstanding in FHLB term borrowings. As of September 30, 2017 and December 31, 2016, the Bank had $0.8 million and $0.7 million, respectively, of securities sold under agreements to repurchase outstanding with customers and nothing outstanding with brokers. In addition, the Bank has approved broker relationships for the purpose of issuing brokered deposits. As of September 30, 2017, the Bank had $4.0 million outstanding in brokered certificates of deposit and $149.5 million outstanding in brokered money market accounts. As of December 31, 2016, the Bank had $18.4 million outstanding in brokered certificates of deposit and $161.8 million outstanding in brokered money market accounts.

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Liquidity policies are established by senior management and reviewed and approved by the full Board of Directors at least annually. Management continually monitors the liquidity position and believes that sufficient liquidity exists to meet all of the Company’s operating requirements. The Bank’s liquidity levels are affected by the use of short term and wholesale borrowings and the amount of public funds in the deposit mix. Excess short-term liquidity is invested in overnight federal funds sold or in an interest earning account at the FRB.

Capital Resources

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital requirements that involve quantitative measures of the Company’s and Bank’s assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications also are subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total, tier 1 and common equity tier 1 capital to risk weighted assets and of tier 1 capital to average assets. Tier 1 capital, risk weighted assets and average assets are as defined by regulation. The required minimums for the Company and Bank are set forth in the tables that follow. The Company and the Bank met all capital adequacy requirements at September 30, 2017 and December 31, 2016.

On January 1, 2015, the Basel III Capital Rules became effective and include transition provisions through January 1, 2019. These rules provide for the following minimum capital to risk-weighted assets ratios as of January 1, 2015: a) 4.5% based on common equity tier 1 capital ("CET1"); b) 6.0% based on tier 1 capital; and c) 8.0% based on total regulatory capital. A minimum leverage ratio (tier 1 capital as a percentage of total average assets) of 4.0% is also required under the Basel III Capital Rules. When fully phased in, the Basel III Capital Rules will additionally require institutions to retain a capital conservation buffer, composed of CET1, of 2.5% above these required minimum capital ratio levels. The capital conservation buffer requirement is being phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increasing by 0.625% each subsequent January 1, until it reaches 2.5% on January 1, 2019. When the capital conservation buffer is fully phased in on January 1, 2019, the Company and the Bank will effectively have the following minimum capital to risk-weighted assets ratios: a) 7.0% based on CET1; b) 8.5% based on tier 1 capital; and c) 10.5% based on total regulatory capital.

The Company and the Bank made the one-time, permanent election to continue to exclude the effects of accumulated other comprehensive income or loss items included in stockholders' equity for the purposes of determining the regulatory capital ratios.

As of September 30, 2017, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, tier 1 risk-based, common equity tier 1 risk-based and tier 1 leverage ratios as set forth in the tables below. Since that notification, there are no conditions or events that management believes have changed the institution’s category.

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The following tables present actual capital levels and minimum required levels for the Company and the Bank under Basel III rules at September 30, 2017 and December 31, 2016:

	September 30, 2017
											Minimum Capital					Minimum To Be Well
						Minimum Capital					Adequacy Requirement with					Capitalized Under Prompt
	Actual Capital					Adequacy Requirement					Capital Conservation Buffer					Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Common equity tier 1 capital to risk weighted assets:
Consolidated	$	343,232		10.8	%	$	143,526		4.5	%	$	183,394		5.75	%		n/a		n/a
Bank		409,829		12.9			143,518		4.5			183,384		5.75		$	207,303		6.5	%
Total capital to risk weighted assets:
Consolidated		452,781		14.2			255,156		8.0			295,025		9.25			n/a		n/a
Bank		439,378		13.8			255,142		8.0			295,008		9.25			318,928		10.0
Tier 1 capital to risk weighted assets:
Consolidated		343,232		10.8			191,367		6.0			231,236		7.25			n/a		n/a
Bank		409,829		12.9			191,357		6.0			231,223		7.25			255,142		8.0
Tier 1 capital to average assets:
Consolidated		343,232		8.3			165,795		4.0			n/a		n/a			n/a		n/a
Bank		409,829		9.9			165,800		4.0			n/a		n/a			207,250		5.0

	December 31, 2016
											Minimum Capital					Minimum To Be Well
						Minimum Capital					Adequacy Requirement with					Capitalized Under Prompt
	Actual Capital					Adequacy Requirement					Capital Conservation Buffer					Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Common equity tier 1 capital to risk weighted assets:
Consolidated	$	312,731		10.8	%	$	130,065		4.5	%	$	148,129		5.125	%		n/a		n/a
Bank		378,352		13.1			130,054		4.5			148,117		5.125		$	187,856		6.5	%
Total capital to risk weighted assets:
Consolidated		434,184		15.0			231,226		8.0			249,290		8.625			n/a		n/a
Bank		404,532		14.0			231,208		8.0			249,271		8.625			289,010		10.0
Tier 1 capital to risk weighted assets:
Consolidated		328,004		11.3			173,419		6.0			191,484		6.625			n/a		n/a
Bank		378,352		13.1			173,406		6.0			191,469		6.625			231,208		8.0
Tier 1 capital to average assets:
Consolidated		328,004		8.6			152,391		4.0			n/a		n/a			n/a		n/a
Bank		378,352		9.9			152,382		4.0			n/a		n/a			190,478		5.0

Recent Regulatory and Accounting Developments

Refer to Note 14. “Recent Accounting Pronouncements” in the Condensed Notes to the Consolidated Financial Statements in Part I, Item 1 “Financial Statements” for details related to recent regulatory and accounting developments.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Asset/Liability Management

Management considers interest rate risk to be the most significant market risk for the Company. Market risk is the risk of loss from adverse changes in market prices and rates. Interest rate risk is the exposure to adverse changes in the net income of the Company as a result of changes in interest rates.

The Company’s primary earnings source is net interest income, which is affected by changes in the level of interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, the level and composition of deposits and liabilities, and the credit quality of earning assets. The Company’s objectives in its asset and liability management are to maintain a

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strong, stable net interest margin, to utilize its capital effectively without taking undue risks, to maintain adequate liquidity, and to reduce vulnerability of its operations to changes in interest rates.

The Company’s Asset and Liability Committee evaluates periodically, but at least four times a year, the impact of changes in market interest rates on assets and liabilities, net interest margin, capital and liquidity. Risk assessments are governed by policies and limits established by senior management, which are reviewed and approved by the full Board of Directors at least annually. The economic environment continually presents uncertainties as to future interest rate trends. The Asset and Liability Committee regularly utilizes a model that projects net interest income based on increasing or decreasing interest rates, in order to be better able to respond to changes in interest rates.

At September 30, 2017, $860.8 million or 87.7% of the Company’s available for sale and held to maturity securities had fixed interest rates. Changes in interest rates affect the value of the Company’s interest earning assets and in particular its securities portfolio. Generally, the value of securities fluctuates inversely with changes in interest rates. Increases in interest rates could result in decreases in the market value of interest earning assets, which could adversely affect the Company’s stockholders’ equity and its results of operations if sold. The Company is also subject to reinvestment risk associated with changes in interest rates. Changes in market interest rates also could affect the type (fixed-rate or adjustable-rate) and amount of loans originated by the Company and the average life of loans and securities, which can impact the yields earned on the Company’s loans and securities. In periods of decreasing interest rates, the average life of loans and securities held by the Company may be shortened to the extent increased prepayment activity occurs during such periods which, in turn, may result in the investment of funds from such prepayments in lower yielding assets. Under these circumstances, the Company is subject to reinvestment risk to the extent that it is unable to reinvest the cash received from such prepayments at rates that are comparable to the rates on existing loans and securities. Additionally, increases in interest rates may result in decreasing loan prepayments with respect to fixed rate loans (and therefore an increase in the average life of such loans), may result in a decrease in loan demand, and may make it more difficult for borrowers to repay adjustable rate loans.

The Company utilizes the results of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. Management routinely monitors simulated net interest income sensitivity over a rolling two-year horizon. The simulation model captures the impact of changing interest rates on the interest income received and the interest expense paid on all assets and liabilities reflected on the Company’s consolidated balance sheet. This sensitivity analysis is compared to the asset and liability policy limits that specify a maximum tolerance level for net interest income exposure over a one-year horizon given 100 and 200 basis point upward shifts in interest rates and a 100 basis point downward shift in interest rates. A parallel and pro-rata shift in rates over a twelve-month period is assumed.

In addition to the above scenarios, the Company considers other, non-parallel rate shifts that would also exert pressure on earnings. The current low interest rate environment presents the possibility for a flattening of the yield curve. This could happen if the FOMC began to raise short-term interest rates without there being a corresponding rise in long-term rates. This would have the effect of raising short-term borrowing costs without allowing longer-term assets to reprice higher.

The following reflects the Company’s net interest income sensitivity analysis at September 30, 2017:

	Potential Change
Change in Interest	in Future Net
Rates in Basis Points	Interest Income
(Dollars in thousands)	Year 1						Year 2
	$ Change			% Change			$ Change		% Change
200	$	(6,009	)		(4.82	)%	$	113		0.09	%
100	$	(3,069	)		(2.46	)%	$	726		0.58	%
Static		-			-			-		-
-100	$	1,322			1.06	%	$	438		0.35	%

As noted in the table above, a 200 basis point increase in interest rates is projected to decrease net interest income by 4.82 percent in year 1 and increase net interest income by 0.09 percent in year 2. The Company’s balance sheet sensitivity to such a move in interest rates at September 30, 2017 increased as compared to September 30, 2016 (which was a decrease of 4.56 percent in net interest income over a twelve-month period). This increase is the result of larger short term funding balances coupled with a short-term rate increase in comparison to the prior year. Overall, the strategy for the Bank remains focused on reducing its exposure to rising rates. Over the intervening year, the effective duration (a measure of price sensitivity to interest rates) of the bond portfolio increased slightly from 3.07 to 3.17, but decreased from 3.73 at December 31, 2016. Additionally, the Bank has increased its use of swaps to extend liabilities.

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The Company believes that its strong core funding profile also provides protection from rising rates due to the ability of the Bank to lag increases in the rates paid to on these accounts to market rates.

The preceding sensitivity analysis does not represent a Company forecast and should not be relied on as being indicative of expected operating results. These hypothetical estimates are based on numerous assumptions including, but not limited to, the nature and timing of interest rate levels and yield curve shapes, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability cash flows. While assumptions are developed based on perceived current economic and local market conditions, the Company cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences may change. Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to prepayment and refinancing levels likely deviating from those assumed, the varying impact of interest rate change caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals, prepayment penalties and product preference changes and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions that management might take in responding to, or anticipating, changes in interest rates and market conditions.

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of September 30, 2017. Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report. There has been no change in the Company’s internal control over financial reporting during the quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries are subject to certain pending and threatened legal actions that arise out of the normal course of business. In the opinion of management, the resolution of any such pending or threatened litigation is not expected to have a material adverse effect on the Company’s consolidated financial statements.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A., Risk Factors, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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

(c)

Stock Repurchases.

The following table sets forth information in connection with repurchases of our shares of common stock during the three months ended September 30, 2017:

	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (2)
July 1, 2017 through July 31, 2017		372	$	33.86		-		167,041
August 1, 2017 through August 31, 2017		1,142	$	31.20		-		167,041
September 1, 2017 through September 30, 2017		551	$	31.32		-		167,041
Total		2,065	$	31.71		-		167,041

(1)

Represents shares withheld by the Company to pay the taxes associated with the vesting of restricted stock awards.

(2)

The Board of Directors approved a stock repurchase program on March 27, 2006 that authorized the repurchase of 309,000 shares. No shares were purchased under this program during the quarter ended September 30, 2017. There is no expiration date for the stock repurchase plan. There is no stock repurchase plan that has expired or that has been terminated during the period ended September 30, 2017.

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Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

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)
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350
101	The following financial statements from Bridge Bancorp, Inc.'s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2017, filed on November 8, 2017, formatted in XBRL: (i) Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2017 and 2016, (iii) Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016, (iv) Consolidated Statements of Stockholders' Equity for the Nine Months Ended September 30, 2017 and 2016, (v) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016, and (vi) the Condensed Notes to Consolidated Financial Statements.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definitions Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BRIDGE BANCORP, INC.
	Registrant

November 8, 2017	/s/ Kevin M. O’Connor
	Kevin M. O’Connor
	President and Chief Executive Officer

November 8, 2017	/s/ John M. McCaffery
	John M. McCaffery
	Executive Vice President and Chief Financial Officer

Dime Community Bancshares, Inc. /NY/ - FORM 10-Q - November 8, 2017

Attached files

Dime Community Bancshares, Inc. /NY/ Reports