

¨			For the quarterly period ended 6/30/2021


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

			For the transition period from to

Commission File Number: 001-31566

PROVIDENT FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

42-1547151

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

239 Washington Street

Jersey City

New Jersey

07302

(Address of Principal Executive Offices)

(City)

(State)

(Zip Code)

(732) 590-9200

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class

Trading Symbol

Symbol(s)

Name of each exchange on which registered

Common

PFS

New York Stock Exchange

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 twelve 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~~ Yes ý 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 twelve months (or for such shorter period that the Registrant was required to submit and post such files). ~~YES~~ Yes ý 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated Filer

☐

~~Accelerated Filer~~

Non-Accelerated Filer

¨☐

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 ý

As of ~~November 1, 2017~~August 2, 2021 there were ~~83,209,293~~83,209,012 shares issued and ~~66,773,464~~77,998,689 shares outstanding of the Registrant’s Common Stock, par value $0.01 per share, including ~~296,049~~152,109 shares held by the First Savings Bank Directors’ Deferred Fee Plan not otherwise considered outstanding under U.S. generally accepted accounting principles.

PROVIDENT FINANCIAL SERVICES, INC.

INDEX TO FORM 10-Q


Item Number		Page Number

PART I—FINANCIAL INFORMATION

1	Financial Statements:

	Consolidated Statements of Financial Condition as of June 30, 2021 (unaudited) and December 31, 2020	3

	Consolidated Statements of Income for the three and six months ended June 30, 2021 and 2020 (unaudited)	4

	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and 2020 (unaudited)	5

	Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021 and 2020 (unaudited)	6

	Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited)	8

	Notes to Unaudited Consolidated Financial Statements	10

2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

3	Quantitative and Qualitative Disclosures About Market Risk	54

4	Controls and Procedures	55

PART II—OTHER INFORMATION

1	Legal Proceedings	56

1A.	Risk Factors	56

2	Unregistered Sales of Equity Securities and Use of Proceeds	56

3	Defaults Upon Senior Securities	56

4	Mine Safety Disclosures	56

5	Other Information	56

6	Exhibits	56

Signatures		58

Item Number Page Number

PART I—FINANCIAL INFORMATION

1.
Financial Statements:

Consolidated Statements of Financial Condition as of September 30, 2017 (unaudited) and December 31, 2016
3

Consolidated Statements of Income for the three and nine months ended September 30, 2017 and 2016 (unaudited)
4

Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016 (unaudited)
5

Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2017 and 2016 (unaudited)
6

Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)
8

Notes to Unaudited Consolidated Financial Statements
10

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

3.
Quantitative and Qualitative Disclosures About Market Risk
44

4.
Controls and Procedures
45

PART II—OTHER INFORMATION

1.
Legal Proceedings
46

1A.
Risk Factors
46

2.
Unregistered Sales of Equity Securities and Use of Proceeds
46

3. Defaults Upon Senior Securities
47

4.
Mine Safety Disclosures
47

5.
Other Information
47

6.
Exhibits
47

Signatures
48

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY

Consolidated Statements of Financial Condition

~~September~~June 30, ~~2017~~2021 (Unaudited) and December 31, ~~2016~~2020

(Dollars in Thousands)

September 30, 2017 December 31, 2016
ASSETS
Cash and due from banks $ 97,298
$ 92,508
Short-term investments 51,485
51,789
Total cash and cash equivalents 148,783
144,297
Securities available for sale, at fair value 1,028,305
1,040,386
Investment securities held to maturity (fair value of $490,425 at September 30, 2017 (unaudited) and $489,287 at December 31, 2016) 481,845
488,183
Federal Home Loan Bank stock 70,896
75,726
Loans 7,028,052
7,003,486
Less allowance for loan losses 60,276
61,883
Net loans 6,967,776
6,941,603
Foreclosed assets, net 5,703
7,991
Banking premises and equipment, net 78,567
84,092
Accrued interest receivable 27,398
27,082
Intangible assets 420,877
422,937
Bank-owned life insurance 188,123
188,527
Other assets 76,873
79,641
Total assets $ 9,495,146
$ 9,500,465

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand deposits $ 4,880,133
$ 4,803,426
Savings deposits 1,083,215
1,099,020
Certificates of deposit of $100,000 or more 296,172
290,295
Other time deposits 331,696
360,888
Total deposits 6,591,216
6,553,629
Mortgage escrow deposits 25,186
24,452
Borrowed funds 1,525,560
1,612,745
Other liabilities 53,012
57,858
Total liabilities 8,194,974
8,248,684
Stockholders’ Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued —
—
Common stock, $0.01 par value, 200,000,000 shares authorized, 83,209,293 shares issued and 66,467,819 shares outstanding at September 30, 2017 and 66,082,283 outstanding at December 31, 2016 832
832
Additional paid-in capital 1,010,247
1,005,777
Retained earnings 586,575
550,768
Accumulated other comprehensive loss (708 ) (3,397 )
Treasury stock (260,910 ) (264,221 )
Unallocated common stock held by the Employee Stock Ownership Plan (35,864 ) (37,978 )
Common stock acquired by the Directors’ Deferred Fee Plan (5,343 ) (5,846 )
Deferred compensation – Directors’ Deferred Fee Plan 5,343
5,846
Total stockholders’ equity 1,300,172
1,251,781
Total liabilities and stockholders’ equity $ 9,495,146
$ 9,500,465


	June 30, 2021		December 31, 2020
ASSETS
Cash and due from banks	$	530,663	$	404,355
Short-term investments	179,490		127,998
Total cash and cash equivalents	710,153		532,353
Available for sale debt securities, at fair value	1,556,613		1,105,489
Held to maturity debt securities, net (fair value of $454,241 at June 30, 2021 (unaudited) and $472,529 at December 31, 2020)	437,704		450,965
Equity securities, at fair value	1,094		971
Federal Home Loan Bank stock	37,415		59,489
Loans	9,539,862		9,822,890
Less allowance for credit losses	80,959		101,466
Net loans	9,458,903		9,721,424
Foreclosed assets, net	2,350		4,475
Banking premises and equipment, net	76,800		75,946
Accrued interest receivable	42,219		46,450
Intangible assets	464,490		466,212
Bank-owned life insurance	236,632		234,607
Other assets	192,582		221,360
Total assets	$	13,216,955	$	12,919,741

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand deposits	$	8,329,578	$	7,395,508
Savings deposits	1,418,354		1,348,147
Certificates of deposit of $100,000 or more	421,179		717,216
Other time deposits	420,873		376,958
Total deposits	10,589,984		9,837,829
Mortgage escrow deposits	39,780		34,298
Borrowed funds	693,337		1,175,972
Subordinated debentures	25,211		25,135
Other liabilities	191,009		226,710
Total liabilities	11,539,321		11,299,944
Stockholders’ Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, NaN issued	0		0
Common stock, $0.01 par value, 200,000,000 shares authorized, 83,209,012 shares issued and 77,841,528 shares outstanding at June 30, 2021 and 77,611,107 outstanding at December 31, 2020	832		832
Additional paid-in capital	965,470		962,453
Retained earnings	775,235		718,090
Accumulated other comprehensive income	14,082		17,655
Treasury stock	(59,307)		(59,018)
Unallocated common stock held by the Employee Stock Ownership Plan	(18,678)		(20,215)
Common stock acquired by the Directors' Deferred Fee Plan	(4,213)		(4,549)
Deferred Compensation - Directors' Deferred Fee Plan	4,213		4,549
Total stockholders’ equity	1,677,634		1,619,797
Total liabilities and stockholders’ equity	$	13,216,955	$	12,919,741

See accompanying notes to unaudited consolidated financial statements.

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY

Consolidated Statements of Income

Three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 (Unaudited)

(Dollars in Thousands, except per share data)


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Interest income:
Real estate secured loans	$	62,877	$	49,297	$	124,893	$	103,738
Commercial loans	25,173		18,944		51,316		37,616
Consumer loans	3,412		3,547		6,904		7,719
Available for sale debt securities, equity securities and Federal Home Loan Bank stock	5,722		6,279		11,334		13,348
Held to maturity debt securities	2,700		2,885		5,484		5,825
Deposits, Federal funds sold and other short-term investments	660		585		1,144		1,460
Total interest income	100,544		81,537		201,075		169,706
Interest expense:
Deposits	6,782		7,641		14,199		18,599
Borrowed funds	2,553		4,068		5,362		9,258
Subordinated debt	304		0		609		0
Total interest expense	9,639		11,709		20,170		27,857
Net interest income	90,905		69,828		180,905		141,849
Provision for credit losses	(10,704)		10,900		(25,705)		25,617
Net interest income after provision for credit losses	101,609		58,928		206,610		116,232
Non-interest income:
Fees	8,467		4,914		15,659		11,443
Wealth management income	7,859		5,977		14,993		12,228
Insurance agency income	2,849		0		5,576		0
Bank-owned life insurance	1,523		1,859		4,090		2,646
Net gains on securities transactions	34		44		231		55
Other income	424		1,571		2,244		4,984
Total non-interest income	21,156		14,365		42,793		31,356
Non-interest expense:
Compensation and employee benefits	34,871		29,200		70,183		60,395
Net occupancy expense	7,907		6,166		17,208		12,369
Data processing expense	5,409		4,983		9,802		9,413
FDIC insurance	1,570		768		3,340		768
Amortization of intangibles	918		711		1,890		1,455
Advertising and promotion expense	927		632		1,804		2,001
Credit loss expense for off-balance sheet credit exposures	2,050		5,289		1,175		6,289
Other operating expenses	9,046		7,518		19,149		16,684
Total non-interest expense	62,698		55,267		124,551		109,374
Income before income tax expense	60,067		18,026		124,852		38,214
Income tax expense	15,278		3,715		31,504		8,972
Net income	$	44,789	$	14,311	$	93,348	$	29,242
Basic earnings per share	$	0.58	$	0.22	$	1.22	$	0.45
Weighted average basic shares outstanding	76,643,546		64,315,547		76,580,364		64,350,790
Diluted earnings per share	$	0.58	$	0.22	$	1.22	$	0.45
Weighted average diluted shares outstanding	76,753,442		64,400,548		76,667,471		64,428,854

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Interest income:
Real estate secured loans $ 47,692
$ 45,262
$ 140,712
$ 134,411
Commercial loans 18,964
16,093
53,884
46,419
Consumer loans 5,083
5,627
15,293
16,657
Securities available for sale and Federal Home Loan Bank Stock 6,540
5,576
19,651
17,074
Investment securities held to maturity 3,272
3,349
9,812
10,011
Deposits, Federal funds sold and other short-term investments 343
138
898
252
Total interest income 81,894
76,045
240,250
224,824
Interest expense:
Deposits 4,988
4,441
14,093
12,397
Borrowed funds 6,694
6,633
19,855
20,477
Total interest expense 11,682
11,074
33,948
32,874
Net interest income 70,212
64,971
206,302
191,950
Provision for loan losses 500
1,000
3,700
4,200
Net interest income after provision for loan losses 69,712
63,971
202,602
187,750
Non-interest income:
Fees 7,680
6,137
20,940
19,309
Wealth management income 4,592
4,262
13,314
13,084
Bank-owned life insurance 1,353
1,382
5,291
4,083
Net gain (loss) on securities transactions 36
(43 ) 47
54
Other income 1,451
2,328
2,804
4,378
Total non-interest income 15,112
14,066
42,396
40,908
Non-interest expense:
Compensation and employee benefits 27,328
26,725
81,086
78,496
Net occupancy expense 6,105
6,227
19,255
18,729
Data processing expense 3,314
3,328
10,302
9,845
FDIC insurance 967
1,117
3,065
3,732
Amortization of intangibles 632
767
2,079
2,628
Advertising and promotion expense 907
787
2,709
2,567
Other operating expenses 7,027
6,899
21,248
20,628
Total non-interest expense 46,280
45,850
139,744
136,625
Income before income tax expense 38,544
32,187
105,254
92,033
Income tax expense 11,969
9,281
30,788
26,798
Net income $ 26,575
$ 22,906
$ 74,466
$ 65,235
Basic earnings per share $ 0.41
$ 0.36
$ 1.16
$ 1.03
Weighted average basic shares outstanding 64,454,684
63,728,393
64,327,640
63,545,065
Diluted earnings per share $ 0.41
$ 0.36
$ 1.15
$ 1.02
Weighted average diluted shares outstanding 64,645,278
63,934,886
64,519,710
63,727,723

See accompanying notes to unaudited consolidated financial statements.

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY

Consolidated Statements of Comprehensive Income

Three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 (Unaudited)

(Dollars in Thousands)


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Net income	$	44,789	$	14,311	$	93,348	$	29,242
Other comprehensive income, net of tax:
Unrealized gains and losses on available for sale debt securities:
Net unrealized gains (losses) arising during the period	2,440		(930)		(6,579)		15,816
Reclassification adjustment for gains included in net income	0		0		(171)		0
Total	2,440		(930)		(6,750)		15,816
Unrealized (losses) gains on derivatives	(1,224)		(1,284)		3,397		(6,997)
Amortization related to post-retirement obligations	(111)		70		(220)		154
Total other comprehensive income (loss)	1,105		(2,144)		(3,573)		8,973
Total comprehensive income	$	45,894	$	12,167	$	89,775	$	38,215

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Net income $ 26,575
$ 22,906
$ 74,466
$ 65,235
Other comprehensive income, net of tax:
Unrealized gains and losses on securities available for sale:
Net unrealized gains (losses) arising during the period 479
(1,541 ) 2,478
8,533
Reclassification adjustment for gains included in net income —
26
—
(32 )
Total 479
(1,515 ) 2,478
8,501
Unrealized gains (losses) on derivatives 54
230
106
(361 )
Amortization related to post-retirement obligations 36
141
105
380
Total other comprehensive income (loss) 569
(1,144 ) 2,689
8,520
Total comprehensive income $ 27,144
$ 21,762
$ 77,155
$ 73,755

See accompanying notes to unaudited consolidated financial statements.

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders’ Equity

~~Nine~~For the three and six months ended ~~September~~June 30, ~~2017 and 2016~~2020 (Unaudited)

(Dollars in Thousands)


For the three months ended June 30, 2020	COMMON STOCK		ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS		ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)		TREASURYSTOCK		UNALLOCATED ESOP SHARES		COMMON STOCK ACQUIRED BY DEFERRED COMP PLANS		DEFERRED COMPENSATION PLANS		TOTAL STOCKHOLDERS’ EQUITY
Balance at March 31, 2020	$	832	$	1,008,582	$	686,397	$	14,938	$	(274,044)	$	(24,116)	$	(3,666)	$	3,666	$	1,412,589
Net income	—		—		14,311		—		—		—		—		—		14,311
Other comprehensive loss, net of tax	—		—		—		(2,144)		—		—		—		—		(2,144)
Cash dividends paid	—		—		(15,199)		—		—		—		—		—		(15,199)

Distributions from DDFP	—		15		—		—		—		—		168		(168)		15
Purchases of treasury stock	—		—		—		—		(1,310)		—		—		—		(1,310)
Purchase of employee restricted shares to fund statutory tax withholding	—		—		—		—		(5)		—		—		—		(5)
Shares issued dividend reinvestment plan	—		—		—		—		—		—		—		—		—
Stock option exercises	—		—		—		—		—		—		—		—		—
Allocation of ESOP shares	—		(168)		—		—		—		769		—		—		601
Allocation of Stock Award Plan ("SAP") shares	—		1,502		—		—		—		—		—		—		1,502

Allocation of stock options	—		47		—		—		—		—		—		—		47
Balance at June 30, 2020	$	832	$	1,009,978	$	685,509	$	12,794	$	(275,359)	$	(23,347)	$	(3,498)	$	3,498	$	1,410,407


For the six months ended June 30, 2020	COMMONSTOCK		ADDITIONAL PAID-IN CAPITAL		RETAINEDEARNINGS		ACCUMULATED OTHER COMPREHENSIVE INCOME		TREASURYSTOCK		UNALLOCATED ESOP SHARES		COMMON STOCK ACQUIRED BY DEFERRED COMP PLANS		DEFERRED COMPENSATION PLANS		TOTAL STOCKHOLDERS’ EQUITY
Balance at December 31, 2019	$	832	$	1,007,303	$	695,273	$	3,821	$	(268,504)	$	(24,885)	$	(3,833)	$	3,833	$	1,413,840
Net income	—		—		29,242		—		—		—		—		—		29,242
Other comprehensive income, net of tax	—		—		—		8,973		—		—		—		—		8,973
Cash dividends paid	—		—		(30,695)		—		—		—		—		—		(30,695)
Effect of adopting Accounting Standards Update No. 2016-13 ("CECL")	—		—		(8,311)		—		—		—		—		—		(8,311)
Distributions from DDFP	—		52		—		—		—		—		335		(335)		52
Purchases of treasury stock	—		—		—		—		(6,295)		—		—		—		(6,295)
Purchase of employee restricted shares to fund statutory tax withholding	—		—		—		—		(961)		—		—		—		(961)
Shares issued dividend reinvestment plan	—		50		—		—		401		—		—		—		451
Stock option exercises	—		—		—		—		—		—		—		—		—
Allocation of ESOP shares	—		(16)		—		—		—		1,538		—		—		1,522
Allocation of SAP shares	—		2,495		—		—		—		—		—		—		2,495

Allocation of stock options	—		94		—		—		—		—		—		—		94
Balance at June 30, 2020	$	832	$	1,009,978	$	685,509	$	12,794	$	(275,359)	$	(23,347)	$	(3,498)	$	3,498	$	1,410,407

COMMON
STOCK

ADDITIONAL
PAID-IN
CAPITAL

RETAINED
EARNINGS

ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS)

TREASURY
STOCK

UNALLOCATED
ESOP
SHARES

COMMON
STOCK
ACQUIRED
BY DDFP

DEFERRED
COMPENSATION
DDFP

TOTAL
STOCKHOLDERS’
EQUITY
Balance at December 31, 2015 $ 832
$ 1,000,810
$ 507,713
$ (2,546 ) $ (269,014 ) $ (41,730 ) $ (6,517 ) $ 6,517
$ 1,196,065
Net income —
—
65,235
—
—
—
—
—
65,235
Other comprehensive income, net of tax —
—
—
8,520
—
—
—
—
8,520
Cash dividends declared —
—
(35,141 ) —
—
—
—
—
(35,141 )
Effect of adopting Accounting Standards Update ("ASU") No. 2016-09 —
(622 ) 622
—
—
—
—
—
—
Distributions from DDFP —
91
—
—
—
—
503
(503 ) 91
Purchases of treasury stock —
—
—
—
(1,557 ) —
—
—
(1,557 )
Purchase of employee restricted shares to fund statutory tax withholding —
—
—
—
(1,161 ) —
—
—
(1,161 )
Shares issued dividend reinvestment plan —
180
—
—
996
—
—
—
1,176
Stock option exercises —
(60 ) —
—
5,658
—
—
—
5,598
Allocation of ESOP shares —
325
—
—
—
2,016
—
—
2,341
Allocation of SAP shares —
2,982
—
—
—
—
—
—
2,982
Allocation of stock options —
131
—
—
—
—
—
—
131
Balance at September 30, 2016 $ 832
$ 1,003,837
$ 538,429
$ 5,974
$ (265,078 ) $ (39,714 ) $ (6,014 ) $ 6,014
$ 1,244,280

See accompanying notes to unaudited consolidated financial statements.

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders’ Equity

~~Nine~~For the three and six months ended ~~September~~June 30, ~~2017 and 2016~~2021 (Unaudited) ~~(Continued)~~

(Dollars in Thousands)


For the three months ended June 30, 2021	COMMON STOCK		ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS		ACCUMULATED OTHER COMPREHENSIVE INCOME		TREASURY STOCK		UNALLOCATED ESOP SHARES		COMMON STOCK ACQUIRED BY DEFERRED COMP PLANS		DEFERRED COMPENSATION PLANS		TOTAL STOCKHOLDERS’ EQUITY
Balance at March 31, 2021	832		963,556		748,574		12,977		(59,261)		(19,447)		(4,381)		4,381		1,647,231
Net income	—		—		44,789		—		—		—		—		—		44,789
Other comprehensive income, net of tax	—		—		—		1,105		—		—		—		—		1,105
Cash dividends paid	—		—		(18,128)		—		—		—		—		—		(18,128)


Distributions from DDFP	—		41		—		—		—		—		168		(168)		41
Purchases of treasury stock	—		—		—		—		—		—		—		—		—
Purchase of employee restricted shares to fund statutory tax withholding	—		—		—		—		(46)		—		—		—		(46)
Shares issued dividend reinvestment plan	—		—		—		—		—		—		—		—		—
Stock option exercises	—		—		—		—		—		—		—		—		—
Allocation of ESOP shares	—		317		—		—		—		769		—		—		1,086
Allocation of SAP shares	—		1,507		—		—		—		—		—		—		1,507

Allocation of stock options	—		49		—		—		—		—		—		—		49
Balance at June 30, 2021	$	832	$	965,470	$	775,235	$	14,082	$	(59,307)	$	(18,678)	$	(4,213)	$	4,213	$	1,677,634


For the six months ended June 30, 2021	COMMONSTOCK		ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS		ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)		TREASURY STOCK		UNALLOCATED ESOP SHARES		COMMON STOCK ACQUIRED BY DEFERRED COMP PLANS		DEFERRED COMPENSATION PLANS		TOTAL STOCKHOLDERS’ EQUITY
Balance at December 31, 2020	$	832	$	962,453	$	718,090	$	17,655	$	(59,018)	$	(20,215)	$	(4,549)	$	4,549	$	1,619,797
Net income	—		—		93,348		—		—		—		—		—		93,348
Other comprehensive income, net of tax	—		—		—		(3,573)		—		—		—		—		(3,573)
Cash dividends paid	—		—		(36,203)		—		—		—		—		—		(36,203)


Distributions from DDFP	—		69		—		—		—		—		336		(336)		69
Purchases of treasury stock	—		—		—		—		(48)		—		—		—		(48)
Purchase of employee restricted shares to fund statutory tax withholding	—		—		—		—		(961)		—		—		—		(961)
Shares issued dividend reinvestment plan	—		0		—		—		0		—		—		—		0
Stock option exercises	—		(82)		—		—		720		—		—		—		638
Allocation of ESOP shares	—		462		—		—		—		1,537		—		—		1,999
Allocation of SAP shares	—		2,466		—		—		—		—		—		—		2,466

Allocation of stock options	—		102		—		—		—		—		—		—		102
Balance at June 30, 2021	$	832	$	965,470	$	775,235	$	14,082	$	(59,307)	$	(18,678)	$	(4,213)	$	4,213	$	1,677,634

COMMON
STOCK

ADDITIONAL
PAID-IN
CAPITAL

RETAINED
EARNINGS

ACCUMULATED
OTHER
COMPREHENSIVE
(LOSS) INCOME

TREASURY
STOCK

UNALLOCATED
ESOP
SHARES

COMMON
STOCK
ACQUIRED
BY DDFP

DEFERRED
COMPENSATION
DDFP

TOTAL
STOCKHOLDERS’
EQUITY
Balance at December 31, 2016 $ 832
$ 1,005,777
$ 550,768
$ (3,397 ) $ (264,221 ) $ (37,978 ) $ (5,846 ) $ 5,846
$ 1,251,781
Net income —
—
74,466
—
—
—
—
—
74,466
Other comprehensive income, net of tax —
—
—
2,689
—
—
—
—
2,689
Cash dividends declared —
—
(38,659 ) —
—
—
—
—
(38,659 )
Distributions from DDFP —
172
—
—
—
—
503
(503 ) 172
Purchases of treasury stock —
—
—
—
(443 ) —
—
—
(443 )
Purchase of employee restricted shares to fund statutory tax withholding —

—
—
(726 ) —
—
—
(726 )
Shares issued dividend reinvestment plan —
417
—
—
922
—
—
—
1,339
Stock option exercises —
(1,024 ) —
—
3,558
—
—
—
2,534
Allocation of ESOP shares —
1,053
—
—
—
2,114
—
—
3,167
Allocation of SAP shares —
3,702
—
—
—
—
—
—
3,702
Allocation of stock options —
150
—
—
—
—
—
—
150
Balance at September 30, 2017 $ 832
$ 1,010,247
$ 586,575
$ (708 ) $ (260,910 ) $ (35,864 ) $ (5,343 ) $ 5,343
�� $ 1,300,172

See accompanying notes to unaudited consolidated financial statements.

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

~~Nine~~Six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 (Unaudited)

(Dollars in Thousands)


	Six months ended June 30,
	2021		2020
Cash flows from operating activities:
Net income	$	93,348	$	29,242
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles	6,422		4,910
Provision (benefit) charge for credit losses on loans and securities	(25,705)		25,617
Credit loss expense for off-balance sheet credit exposure	1,175		6,289
Deferred tax expense (benefit)	6,211		(7,531)
Amortization of operating lease right-of-use assets	5,142		4,262

Income on Bank-owned life insurance	(4,090)		(2,646)
Net amortization of premiums and discounts on securities	6,613		4,016
Accretion of net deferred loan fees	(3,436)		(3,709)
Amortization of premiums on purchased loans, net	418		475
Net increase in loans originated for sale	(21,781)		(6,382)
Proceeds from sales of loans originated for sale	22,730		6,938
Proceeds from sales and paydowns of foreclosed assets	1,368		1,843
ESOP expense	1,999		1,552
Allocation of stock award shares	2,466		2,495
Allocation of stock options	102		94

Net gain on sale of loans	(949)		(556)
Net gain on securities transactions	(231)		(55)
Net gain on sale of premises and equipment	(35)		(647)
Net gain on sale of foreclosed assets	(199)		(582)
Increase in accrued interest receivable	(4,231)		(4,778)
Decrease (increase) in other assets	36,729		(93,832)
(Decrease) increase in other liabilities	(35,701)		96,638
Net cash provided by operating activities	88,365		63,653
Cash flows from investing activities:
Proceeds from maturities, calls and paydowns of held to maturity debt securities	29,046		30,713
Purchases of held to maturity debt securities	(16,630)		(17,523)
Proceeds from sales of securities	9,442		0
Proceeds from maturities and paydowns of available for sale debt securities	181,327		148,324
Purchases of available for sale debt securities	(656,314)		(101,619)
Proceeds from redemption of Federal Home Loan Bank stock	24,379		52,959
Purchases of Federal Home Loan Bank stock	(2,305)		(53,541)

BOLI claim benefits received	2,080		4,734
Purchases of loans	(1,500)		0
Net decrease (increase) in loans	287,111		(432,788)

Proceeds from sales of premises and equipment	35		1,412
Purchases of premises and equipment	(5,664)		(3,565)
Net cash used in investing activities	(148,993)		(370,894)
Cash flows from financing activities:
Net increase in deposits	752,155		557,457
Increase in mortgage escrow deposits	5,482		4,156

Nine months ended September 30,
2017 2016
Cash flows from operating activities:
Net income $ 74,466
$ 65,235
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles 8,864
9,711
Provision for loan losses 3,700
4,200
Deferred tax expense 640
323
Income on Bank-owned life insurance (5,291 ) (4,083 )
Net amortization of premiums and discounts on securities 7,504
7,908
Accretion of net deferred loan fees (3,673 ) (2,500 )
Amortization of premiums on purchased loans, net 800
936
Net increase in loans originated for sale (18,386 ) (32,734 )
Proceeds from sales of loans originated for sale 19,149
34,709
Proceeds from sales and paydowns of foreclosed assets 4,883
3,717
ESOP expense 3,167
2,341
Allocation of stock award shares 3,702
2,982
Allocation of stock options 150
131
Net gain on sale of loans (763 ) (1,975 )
Net gain on securities transactions (47 ) (54 )
Net gain on sale of premises and equipment (8 ) (14 )
Net gain on sale of foreclosed assets (768 ) (652 )
(Increase) decrease in accrued interest receivable (316 ) 461
Increase in other assets (2,407 ) (17,108 )
(Decrease) increase in other liabilities (4,846 ) 10,942
Net cash provided by operating activities 90,520
84,476
Cash flows from investing activities:
Proceeds from maturities, calls and paydowns of investment securities held to maturity 42,382
49,245
Purchases of investment securities held to maturity (38,074 ) (54,059 )
Proceeds from sales of securities —
3,401
Proceeds from maturities, calls and paydowns of securities available for sale 160,436
146,958
Purchases of securities available for sale (149,647 ) (209,666 )
Proceeds from redemption of Federal Home Loan Bank stock 96,040
46,757
Purchases of Federal Home Loan Bank stock (91,210 ) (39,595 )
Death benefit proceeds from bank-owned life insurance 4,428
—
Purchases of loans —
(28,590 )
Net increase in loans (23,888 ) (325,838 )
Proceeds from sales of premises and equipment 8
14
Purchases of premises and equipment (1,690 ) (3,757 )
Net cash used in investing activities (1,215 ) (415,130 )
Cash flows from financing activities:
Net increase in deposits 37,587
603,511
Increase in mortgage escrow deposits 734
940
Cash dividends paid to stockholders (38,659 ) (35,141 )
Shares issued through the dividend reinvestment plan 1,339
1,176


								Six months ended June 30,
	Nine months ended September 30,							2021		2020
	2017			2016
Purchases of treasury stock	(443		)	(1,557		)
Cash dividends paid to stockholders							Cash dividends paid to stockholders	(36,203)		(30,695)
Shares issued dividend reinvestment plan							Shares issued dividend reinvestment plan	0		451
Purchase of treasury stock							Purchase of treasury stock	(48)		(6,295)
Purchase of employee restricted shares to fund statutory tax withholding	(726		)	(1,161		)	Purchase of employee restricted shares to fund statutory tax withholding	(961)		(961)
Stock options exercised	2,534			5,598			Stock options exercised	638		0
Proceeds from long-term borrowings	248,220			291,653			Proceeds from long-term borrowings	550,000		1,172,553
Payments on long-term borrowings	(345,387		)	(395,405		)	Payments on long-term borrowings	(1,027,265)		(860,214)
Net increase (decrease) in short-term borrowings	9,982			(81,512		)
Net cash (used in) provided by financing activities	(84,819		)	388,102
Net decrease in short-term borrowings							Net decrease in short-term borrowings	(5,370)		(262,196)
Net cash provided by financing activities							Net cash provided by financing activities	238,428		574,256
Net increase in cash and cash equivalents	4,486			57,448			Net increase in cash and cash equivalents	177,800		267,015
Cash and cash equivalents at beginning of period	144,297			102,226			Cash and cash equivalents at beginning of period	532,353		186,748
Cash and cash equivalents at end of period	$	148,783		$	159,674		Cash and cash equivalents at end of period	$	710,153	$	453,763
Cash paid during the period for:							Cash paid during the period for:
Interest on deposits and borrowings	$	34,127		$	33,088		Interest on deposits and borrowings	$	19,962	$	27,631
Income taxes	$	27,411		$	25,546		Income taxes	$	18,210	$	4,835
Non-cash investing activities:							Non-cash investing activities:

Transfer of loans receivable to foreclosed assets	$	2,195		$	3,081		Transfer of loans receivable to foreclosed assets	$	434	$	2,516

See accompanying notes to unaudited consolidated financial statements.

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

A. Basis of Financial Statement Presentation

The accompanying unaudited consolidated financial statements include the accounts of Provident Financial Services, Inc. and its wholly owned subsidiary, Provident Bank (the “Bank,” together with Provident Financial Services, Inc., the “Company”).

In preparing the interim unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and the consolidated statements of income for the periods presented. Actual results could differ from these estimates. The allowance for ~~loan~~credit losses ~~the valuation of securities available for sale~~ and the valuation of deferred tax assets are material estimates that are particularly susceptible to near-term change.

The interim unaudited consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 are not necessarily indicative of the results of operations that may be expected for all of ~~2017.~~2021.

Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. ~~Certain reclassifications have been made in the consolidated financial statements to conform with current year classifications.~~

These unaudited consolidated financial statements should be read in conjunction with the December 31, ~~2016~~2020 Annual Report to Stockholders on Form 10-K.

B. Earnings Per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 (dollars in thousands, except per share amounts):


	Three months ended June 30,
	2021					2020
	Net Income		Weighted Average Common Shares Outstanding	Per Share Amount		Net Income		Weighted Average Common Shares Outstanding	Per Share Amount
Net income	$	44,789				$	14,311
Basic earnings per share:
Income available to common stockholders	$	44,789	76,643,546	$	0.58	$	14,311	64,315,547	$	0.22
Dilutive shares			109,896					85,001
Diluted earnings per share:
Income available to common stockholders	$	44,789	76,753,442	$	0.58	$	14,311	64,400,548	$	0.22

Three months ended September 30,
2017 2016

Net
Income

Weighted
Average
Common
Shares
Outstanding

Per
Share
Amount

Net
Income

Weighted
Average
Common
Shares
Outstanding

Per
Share
Amount

Net income $ 26,575
$ 22,906

Basic earnings per share:
Income available to common stockholders $ 26,575
64,454,684
$ 0.41
$ 22,906
63,728,393
$ 0.36

Dilutive shares 190,594
206,493

Diluted earnings per share:
Income available to common stockholders $ 26,575
64,645,278
$ 0.41
$ 22,906
63,934,886
$ 0.36


	Nine months ended September 30,											Six months ended June 30,
	2017					2016						2021					2020
	Net Income		Weighted Average Common Shares Outstanding	Per Share Amount		Net Income		Weighted Average Common Shares Outstanding	Per Share Amount			Net Income		Weighted Average Common Shares Outstanding	Per Share Amount		Net Income		Weighted Average Common Shares Outstanding	Per Share Amount
Net income	$	74,466				$	65,235				Net income	$	93,348				$	29,242
Basic earnings per share:											Basic earnings per share:
Income available to common stockholders	$	74,466	64,327,640	$	1.16	$	65,235	63,545,065	$	1.03	Income available to common stockholders	$	93,348	76,580,364	$	1.22	$	29,242	64,350,790	$	0.45
Dilutive shares			192,070					182,658			Dilutive shares			87,107					78,064
Diluted earnings per share:											Diluted earnings per share:
Income available to common stockholders	$	74,466	64,519,710	$	1.15	$	65,235	63,727,723	$	1.02	Income available to common stockholders	$	93,348	76,667,471	$	1.22	$	29,242	64,428,854	$	0.45

Anti-dilutive stock options and awards at ~~September~~June 30, ~~2017~~2021 and ~~2016,~~2020, totaling ~~405,958~~1.0 million shares and ~~528,205~~1.2 million shares, respectively, were excluded from the earnings per share calculations.

C. Loans Receivable and Allowance for Credit Losses

On January 1, 2020, the Company adopted ASU 2016-13, "Measurement of Credit Losses on Financial Instruments,” which replaced the incurred loss methodology with the current expected credit loss methodology (“CECL”). The Company used the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2020 are presented under CECL.

Going forward, the impact of utilizing the CECL approach to calculate the allowance for credit losses on loans will be significantly influenced by the composition, characteristics and quality of the Company’s loan portfolio, as well as the prevailing economic conditions and forecast utilized. Material changes to these and other relevant factors may result in greater volatility to the allowance for credit losses, and therefore, greater volatility to the Company’s reported earnings. For the three and six months ended June 30, 2021, the improved economic outlook and the resulting lower allowance requirements led to reductions to the provisions for credit losses and off-balance sheet credit exposures. See Note 4 to the Consolidated Financial Statements for more information on the allowance for credit losses on loans.

Note 2. Business Combinations

SB One Bancorp Acquisition

On July 31, 2020, the Company completed its acquisition of SB One Bancorp ("SB One"), which added $2.20 billion to total assets, $1.77 billion to total loans and $1.76 billion to total deposits, and 18 full-service banking offices in New Jersey and New York. As part of the acquisition, the addition of SB One Insurance Agency expanded the Company's product offerings to its customers to include an array of commercial and personal insurance products.

Under the merger agreement, each share of outstanding SB One common stock was exchanged for 1.357 shares of the Company's common stock. The Company issued 12.8 million shares of common stock from treasury stock, plus cash in lieu of fractional shares in the acquisition of SB One. The total consideration paid for the acquisition of SB One was $180.8 million. In connection with the acquisition, SB One Bank, a wholly owned subsidiary of SB One, was merged with and into Provident Bank, a wholly owned subsidiary of the Company.

The acquisition was accounted for under the acquisition method of accounting. Under this method of accounting, the purchase price has been allocated to the respective assets acquired and liabilities assumed based upon their estimated fair values, net of tax. The excess of consideration paid over the estimated fair value of the net assets acquired totaled $22.4 million and was recorded as goodwill.

The calculation of goodwill is subject to change for up to one year after the closing date of the transaction as additional information relative to closing date estimates and uncertainties becomes available. It is not anticipated that any material adjustment to the recorded carrying values will be made.

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition from SB One, net of cash consideration paid (in thousands):


	At July 31, 2020
Assets acquired:
Cash and cash equivalents, net	$	78,089
Available for sale debt securities	231,645
Held to maturity debt securities	12,381
Federal Home Loan Bank stock	11,216
Loans	1,766,115
Allowance for credit losses on PCD loans	(13,586)
Loans, net	1,752,529
Bank-owned life insurance	37,237
Banking premises and equipment	16,620
Accrued interest receivable	8,947
Goodwill	22,439
Other intangibles assets	9,965
Foreclosed assets, net	2,441
Other assets	12,199
Total assets acquired	$	2,195,708

Liabilities assumed:
Deposits	1,757,777

Borrowed funds	201,582
Subordinated debentures	25,074
Other liabilities	30,447
Total liabilities assumed	$	2,014,880

Net assets acquired	$	180,828

Fair Value Measurement of Assets Assumed and Liabilities Assumed

The methods used to determine the fair value of the assets acquired and liabilities assumed in the SB One acquisition were as follows:

Securities Available for Sale

The estimated fair values of the available for sale debt securities, primarily comprised of U.S. Government agency mortgage-backed securities and U.S. government agencies and municipal bonds carried on SB One's balance sheet was confirmed using open market pricing provided by multiple independent securities brokers. Management reviewed the open market quotes used in pricing the securities and a fair value adjustment was not recorded on the investments.

Held to Maturity Debt Securities

The estimated fair values of the held to maturity debt securities, primarily comprised of municipal bonds, were determined using open market pricing provided by multiple independent securities brokers. Management reviewed the open market quotes used in pricing the securities. A fair value premium of $133,000 was recorded on the investments.

Loans

Loans acquired in the SB One acquisition were recorded at fair value, and there was no carryover related allowance for loan and lease losses. The fair values of loans acquired from SB One were estimated using the discounted cash flow method based on the remaining maturity and repricing terms. Cash flows were adjusted for expected losses and prepayments. Projected cash flows were then discounted to present value based on: the relative risk of the cash flows, taking into account the loan type, liquidity risk, the maturity of the loans, servicing costs, and a required return on capital; and monthly principal and interest cash

flows were discounted to present value and summed to arrive at the calculated value of the loans. The fair value of the acquired loans receivable had a gross amortized cost basis of $1.77 billion.

For loans acquired without evidence of more-than-insignificant deterioration in credit quality since origination, the Company prepared the interest rate loan fair value and credit fair value adjustments. Loans were grouped into pools based on similar characteristics, such as loan type, fixed or adjustable interest rates, payment type, index rate and caps/floors, and non-accrual status. The loans were valued at the sub-pool level and were pooled at the summary level based on loan type. Market rates for similar loans were obtained from various internal and external data sources and reviewed by management for reasonableness. The average of these market rates was used as the fair value interest rate that a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value premium of $8.4 million.

Loans acquired that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. The Company evaluated acquired loans for deterioration in credit quality based on any of, but not limited to, the following: (1) non-accrual status; (2) troubled debt restructured designation; (3) risk ratings of special mention, substandard or doubtful; (4) watchlist credits; and (5) delinquency status, including loans that are current on acquisition date, but had been previously delinquent. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics.

Additionally for PCD loans, an allowance for credit losses was calculated using management's best estimate of projected losses over the remaining life of the loans in accordance with ASC 326-20. This represents the portion of the loan balances that has been deemed uncollectible based on the Company’s expectations of future cash flows for each respective PCD loan pool, given the outlook and forecasts inclusive of the impact of the COVID-19 pandemic and related fiscal and regulatory interventions. The expected lifetime losses were calculated using historical losses observed at the Bank, SB One and peer banks. A $13.6 million allowance for credit losses was recorded on PCD loans. The interest rate fair value adjustment related to PCD loans will be substantially recognized as interest income on a level yield amortization or straight line method over the expected life of the loans. Subsequent to the acquisition date, the initial allowance for credit losses on PCD loans will increase or decrease based on future evaluations, with changes recognized in the provision for credit losses.

The table below illustrates the fair value adjustments made to the amortized cost basis in order to present a fair value of the loans acquired (in thousands):


Gross amortized cost basis at July 31, 2020	$	1,787,057
Interest rate fair value adjustment on all loans	455
Credit fair value adjustment on non-PCD loans	(21,397)
Fair value of acquired loans at July 31, 2020	1,766,115
Allowance for credit losses on PCD loans	(13,586)
Fair value of acquired loans at July 31, 2020	$	1,752,529

The table below is a summary of the PCD loans accounted for in accordance with ASC 310-26 that were acquired in the SB One acquisition as of the closing date (in thousands):


Gross amortized cost basis at July 31, 2020	$	315,784
Interest component of expected cash flows (accretable difference)	(7,988)

Allowance for credit losses on PCD loans	(13,586)
Net PCD loans	$	294,210

Banking Premises and Equipment

The Company acquired 18 branches from SB One, 8 of which were owned premises. The fair value of properties acquired was derived by valuations prepared by an independent third party utilizing the sales comparison approach to value the property as improved.

Core Deposit Intangible and Customer Relationship Intangible

The fair value of the core deposit intangible was determined based on a discounted cash flow analysis using a discount rate commensurate with market participants. To calculate cash flows, deposit account servicing costs (net of deposit fee income) and interest expense on deposits were compared to the cost of alternative funding sources available through national brokered CD offering rates. The projected cash flows were developed using projected deposit attrition rates.

The fair value of the customer relationship intangible was determined based on a discounted cash flow analysis using the excess of the future cash inflows (i.e., revenue from existing customer relationships) over the related cash outflows (i.e., operating costs) generated over the useful life of the acquired customer base. These cash flows were discounted to present value using an asset-specific risk-adjusted discount rate. The projected cash flows were developed using projected customer revenue retention rates.

The core deposit intangible totaled $3.2 million and is being amortized over its estimated useful life of approximately 10 years based on dollar weighted deposit runoff on an annualized basis. The insurance agency customer relationship intangible totaled $6.8 million and is being amortized over its estimated useful life of approximately 13 years based on customer revenue attrition on an annualized basis.

Goodwill

The calculation of goodwill is subject to change for up to one year after the date of acquisition as additional information relative to the closing date estimates and uncertainties become available. It is not anticipated that any material adjustment to the recorded carrying values will be made. The goodwill will be evaluated annually for impairment. The goodwill is not deductible for tax purpose.

Bank Owned Life Insurance ("BOLI")

SB One's BOLI cash surrender value was $37.2 million with no fair value adjustment.

Time Deposits

The fair value adjustment for time deposits represents a discount from the value of the contractual repayments of fixed-maturity deposits using prevailing market interest rates for similar-term time deposits. The time deposit discount of approximately $4.3 million is being amortized into income on a level yield amortization method over the contractual life of the deposits.

Borrowings

The fair value of Federal Home Loan Bank of New York ("FHLBNY") advances was determined based on a discounted cash flow analysis using a discount rate commensurate with FHLBNY rates as of July 31, 2020. The cash flows of the advances were projected based on the scheduled payments of the fixed rate of each advance.

Subordinated Debentures

At the valuation date, SB One had one outstanding Trust Preferred and one subordinated debt issuance with an aggregate balance of $27.5 million. The fair value of Trust Preferred and subordinated debt issuances was determined based on a discounted cash flow analysis using a discount rate commensurate with yields and terms of comparable issuances. The cash flows were projected through the remaining contractual term of the Trust Preferred issuance and based on the call date for the subordinated debt issuance.

Note 2.3. Investment Securities

At ~~September~~June 30, ~~2017,~~2021, the Company had ~~$1.03~~$1.56 billion and ~~$481.8~~$437.7 million in available for sale debt securities and held to maturity ~~investment~~debt securities, respectively. Many factors, including lack of liquidity in the secondary market for certain securities, variations in pricing information, regulatory actions, changes in the business environment or any changes in the competitive marketplace could have an adverse effect on the Company’s investment ~~portfolio which could result in other-than-temporary impairment ("OTTI") in future periods.~~portfolio. The total number of available for sale and held to maturity ~~and available for sale~~debt securities in an unrealized loss position ~~as of September~~at June 30, ~~2017~~2021 totaled ~~253,~~100, compared with ~~419~~49 at December 31, ~~2016. All~~2020. The increase in the number of securities in an unrealized loss position at June 30, 2021 was due to higher current market interest rates compared to rates at December 31, 2020.

On January 1, 2020, the Company adopted CECL which replaces the incurred loss methodology with an expected loss methodology. The Company did not record an allowance for credit losses on available for sale debt securities as this portfolio consisted primarily of debt securities explicitly or implicitly backed by the U.S. Government for which credit risk is deemed immaterial. The impact going forward will depend on the composition, characteristics, and credit quality of the securities portfolio as well as the economic conditions at future reporting periods. The Company recorded a $70,000 increase to the allowance for credit losses on held to maturity debt securities with ~~unrealized~~a corresponding cumulative effect adjustment to decrease retained earnings by $52,000, net of income taxes. (See Adoption of CECL table below for additional detail.)

Management measures expected credit losses ~~at September 30, 2017 were analyzed for other-than-temporary impairment. Based upon this analysis,~~on held to maturity debt securities on a collective basis by security type. Management classifies the held to maturity debt securities portfolio into the following security types:

•Agency obligations;

•Mortgage-backed securities;

•State and municipal obligations; and

•Corporate obligations.

All of the agency obligations held by the Company ~~believes that as~~are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of ~~September~~no credit losses. The majority of the state and municipal, and corporate obligations carry no lower than A ratings from the rating agencies at June 30, ~~2017, such~~2021 and the Company had two securities rated with ~~unrealized losses do not represent impairments that are other-than-temporary.~~a triple-B by Moody’s Investors Service.

~~Securities~~ The Company adopted CECL using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to January 1, 2020. As a result, the amortized cost basis remains the same before and after the effective date of CECL.

Available for Sale Debt Securities

The following tables present the amortized cost, gross unrealized gains, gross unrealized losses and the fair value for ~~securities~~ available for sale debt securities at ~~September~~June 30, ~~2017~~ ~~and~~ ~~December 31, 2016~~ ~~(in thousands):~~

September 30, 2017

Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses Fair
value
U.S. Treasury obligations $ 5,995
—
(1 ) 5,994
Agency obligations
28,031

15

(11 ) 28,035
Mortgage-backed securities
965,863

7,477

(4,928 ) 968,412
State and municipal obligations
3,695

112

—
3,807
Corporate obligations 21,049
420
(10 ) 21,459
Equity securities
397

201

—
598

$ 1,025,030

8,225

(4,950 ) 1,028,305

December 31, 2016
Amortized
cost Gross
unrealized
gains Gross
unrealized
losses Fair
value
U.S. Treasury obligations $ 7,995
13
—
8,008
Agency obligations 57,123
90
(25 ) 57,188
Mortgage-backed securities 952,992
7,249
(8,380 ) 951,861
State and municipal obligations 3,727
19
(3 ) 3,743
Corporate obligations 19,013
35
(11 ) 19,037
Equity securities 397
152
—
549
$ 1,041,247
7,558
(8,419 ) 1,040,386

~~The amortized cost and fair value of securities available for sale at~~ ~~September 30, 2017, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities due to prepayment or early call privileges of the issuer.~~

September 30, 2017

Amortized
cost

Fair
value
Due in one year or less $ 35,452
35,445
Due after one year through five years 2,423
2,471
Due after five years through ten years 20,895
21,379
Due after ten years —
—
$ 58,770
59,295

Mortgage-backed securities totaling $965.9 million at amortized cost and $968.4 million at fair value are excluded from the table above as their expected lives are likely to be shorter than the contractual maturity date due to principal prepayments. Also excluded from the table above are equity securities of $397,000 at amortized cost and $598,000 at fair value.

For the three and nine months ended September 30, 2017, no securities were sold or called from the securities available for sale portfolio. For the three months ended September 30, 2016, proceeds from sales on securities available for sale totaled $1.2 million resulting in no gross gains and $45,000 of gross losses. Proceeds from the sale of securities available for sale, for the nine months ended September 30, 2016, totaled $3.4 million, resulting in gross gains of $95,000 and gross losses of $45,000. There were no calls of available for sale securities for the three and nine months ended September 30, 2016.

~~The Company did not incur an OTTI charge on securities in the available for sale portfolio for the three and nine months ended~~ ~~September 30, 2017~~ ~~and~~ ~~2016~~.

~~The following tables present the fair value and gross unrealized losses for securities available for sale with temporary impairment at~~ ~~September 30, 2017~~2021 and December 31, ~~2016~~2020 (in thousands):


	June 30, 2021
	Amortized cost		Gross unrealized gains	Gross unrealized losses	Fair value

U.S. Treasury obligations	$	99,437	532	0	99,969

Mortgage-backed securities	1,280,375		23,063	(4,470)	1,298,968
Asset-backed securities	46,653		1,897	0	48,550
State and municipal obligations	69,197		1,198	(32)	70,363
Corporate obligations	38,128		713	(78)	38,763

	$	1,533,790	27,403	(4,580)	1,556,613

September 30, 2017 Unrealized Losses

Less than 12 months 12 months or longer Total

Fair
value

Gross
unrealized
losses

Fair
value

Gross
unrealized
losses

Fair
value

Gross
unrealized
losses
U.S. Treasury obligations $ 5,994
(1 ) —
—
5,994
(1 )
Agency obligations
16,008
(11 ) —
—
16,008
(11 )
Mortgage-backed securities
424,627
(3,956 ) 50,881
(972 ) 475,508
(4,928 )
Corporate obligations —
—
991
(10 ) 991
(10 )

$ 446,629
(3,968 ) 51,872
(982 ) 498,501
(4,950 )

December 31, 2016 Unrealized Losses

Less than 12 months 12 months or longer Total

Fair
value

Gross
unrealized
losses

Fair
value

Gross
unrealized
losses

Fair
value

Gross
unrealized
losses
Agency obligations $ 14,000
(25 ) —
—
14,000
(25 )
Mortgage-backed securities 553,629
(8,377 ) 65
(3 ) 553,694
(8,380 )
State and municipal obligations 661
(3 ) —
—
661
(3 )
Corporate obligations —
—
990
(11 ) 990
(11 )

$ 568,290
(8,405 ) 1,055
(14 ) 569,345
(8,419 )

The temporary loss position associated with securities available for sale was the result of changes in market interest rates relative to the coupon of the individual security and changes in credit spreads. The Company does not have the intent to sell securities in a temporary loss position at ~~September 30, 2017, nor is it more likely than not that the Company will be required to sell the securities before their prices recover.~~

~~The number of available for sale securities in an unrealized loss position at~~ ~~September 30, 2017~~ ~~totaled~~ 82~~, compared with~~ 87 ~~at December 31, 2016. At~~ ~~September 30, 2017, there were two private label mortgage-backed securities in an unrealized loss position,~~

~~with an amortized cost of $50,000 and an unrealized loss of~~ ~~$2,000. Neither of these private label mortgage-backed securities were below investment grade at September 30, 2017.~~

The Company estimates the loss projections for each security by stressing the individual loans collateralizing the security and applying a range of expected default rates, loss severities, and prepayment speeds in conjunction with the underlying credit enhancement for each security. Based on specific assumptions about collateral and vintage, a range of possible cash flows was identified to determine whether OTTI existed during the nine months ended ~~September 30, 2017. The Company believes that~~ no ~~OTTI of the securities available for sale portfolio existed for the three and nine months ended September 30, 2017.~~

~~Investment Securities Held to Maturity~~

~~The following tables present the amortized cost, gross unrealized gains, gross unrealized losses and the estimated fair value for investment securities held to maturity at~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016~~ ~~(in thousands):~~

September 30, 2017

Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

Fair
value
Agency obligations
$ 4,307
—
(55 ) 4,252
Mortgage-backed securities
475
17
—
492
State and municipal obligations
467,113
10,407
(1,761 ) 475,759
Corporate obligations
9,950
6
(34 ) 9,922

$ 481,845
10,430
(1,850 ) 490,425

December 31, 2016

Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

Fair
value
Agency obligations $ 4,306
2
(83 ) 4,225
Mortgage-backed securities 893
31
—
924
State and municipal obligations 473,653
6,635
(5,436 ) 474,852
Corporate obligations 9,331
7
(52 ) 9,286
$ 488,183
6,675
(5,571 ) 489,287

The Company generally purchases securities for long-term investment purposes, and differences between amortized cost and fair values may fluctuate during the investment period. There were no sales of securities from the held to maturity portfolio for the three and nine months ended September 30, 2017 and 2016. For the three and nine months ended September 30, 2017, proceeds from calls on securities in the held to maturity portfolio totaled $8.1 million and $28.7 million, respectively, with gross gains totaling $39,000 and $50,000, respectively and gross losses of $3,000 in both the three and nine month periods. For the three and nine months ended September 30, 2016, proceeds from calls of securities in the held to maturity portfolio totaled $20.3 million and $35.2 million, respectively, with gross gains totaling $2,000 and $4,000, respectively and no gross losses recognized in either period.


	December 31, 2020
	Amortized cost		Gross unrealized gains	Gross unrealized losses	Fair value


Agency obligations	$	1,001	8	0	1,009
Mortgage-backed securities	910,393		28,872	(852)	938,413
Asset-backed securities	52,295		1,535	0	53,830
State and municipal obligations	69,687		1,666	(95)	71,258
Corporate obligations	40,194		809	(24)	40,979

	$	1,073,570	32,890	(971)	1,105,489

The amortized cost and fair value of ~~investment~~available for sale debt securities ~~in the held to maturity portfolio~~ at ~~September~~June 30, ~~2017~~2021, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities due to prepayment or early call privileges of the issuer.


	June 30, 2021
	Amortized cost		Fair value
Due in one year or less	$	0	0
Due after one year through five years	56,535		56,813
Due after five years through ten years	84,509		85,494
Due after ten years	65,718		66,788
	$	206,762	209,095

September 30, 2017

Amortized
cost

Fair
value
Due in one year or less
$ 14,723
14,755
Due after one year through five years
65,170
66,276
Due after five years through ten years
254,191
259,908
Due after ten years
147,286
148,994

$ 481,370
489,933

~~Mortgage-backed securities~~Investments which pay principal on a periodic basis totaling ~~$475,000~~$1.33 billion at amortized cost and ~~$492,000~~$1.35 billion at fair value are excluded from the table above as their expected lives are likely to be shorter than the contractual maturity date due to principal prepayments.

For the three months ended June 30, 2021, 0 securities were sold or called from the available for sale debt securities portfolio. For the six months ended June 30, 2021, proceeds from sales on securities in the available for sale debt securities portfolio totaled $9.4 million, with gains of $230,000 and 0 loss recognized. For the three and six months ended June 30, 2020, 0 securities were sold or called from the available for sale debt securities portfolio.

The following tables present the fair ~~value~~values and gross unrealized losses for ~~investment securities held to maturity with temporary impairment at~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016~~ ~~(in thousands):~~

September 30, 2017 Unrealized Losses
Less than 12 months 12 months or longer Total

Fair
value

Gross
unrealized
losses

Fair
value

Gross
unrealized
losses

Fair
value

Gross
unrealized
losses
Agency obligations
$ 3,853
(55 ) —
—
3,853
(55 )
State and municipal obligations
62,881
(938 ) 22,251
(823 ) 85,132
(1,761 )
Corporate obligations
6,646
(34 ) —
—
6,646
(34 )

$ 73,380
(1,027 ) 22,251
(823 ) 95,631
(1,850 )

December 31, 2016 Unrealized Losses
Less than 12 months 12 months or longer Total
Fair
value Gross
unrealized
losses Fair
value Gross
unrealized
losses Fair
value Gross
unrealized
losses
Agency obligations $ 3,525
(83 ) —
—
3,525
(83 )
State and municipal obligations 172,152
(5,132 ) 6,617
(304 ) 178,769
(5,436 )
Corporate obligations 4,697
(52 ) —
—
4,697
(52 )
$ 180,374
(5,267 ) 6,617
(304 ) 186,991
(5,571 )

~~Based upon the review of the held to maturity securities portfolio, the Company believes that as of~~ ~~September 30, 2017, securities with unrealized loss positions shown above do not represent impairments that are other-than-temporary. The review of the portfolio~~available for OTTI considers the percentage and length of time the fair value of an investment is below book value, as well as general market conditions, changes in interest rates, credit risks, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company would be required to sell the securities before their prices recover.

~~The number of held to maturity~~sale debt securities in an unrealized loss position at ~~September~~June 30, ~~2017~~2021 and December 31, 2020 (in thousands):


	June 30, 2021
	Less than 12 months			12 months or longer		Total
	Fair value		Gross unrealized losses	Fair value	Gross unrealized losses	Fair value	Gross unrealized losses


Mortgage-backed securities	$	480,614	(4,443)	7,268	(27)	487,882	(4,470)

State and municipal obligations	11,600		(32)	0	0	11,600	(32)
Corporate obligations	6,795		(78)	0	0	6,795	(78)
	$	499,009	(4,553)	7,268	(27)	506,277	(4,580)


	December 31, 2020
	Less than 12 months			12 months or longer		Total
	Fair value		Gross unrealized losses	Fair value	Gross unrealized losses	Fair value	Gross unrealized losses



Mortgage-backed securities	$	127,600	(824)	8,007	(28)	135,607	(852)
State and municipal obligations	5,275		(95)	0	0	5,275	(95)
Corporate obligations	0		0	2,000	(24)	2,000	(24)
	$	132,875	(919)	10,007	(52)	142,882	(971)

The number of available for sale debt securities in an unrealized loss position at June 30, 2021 totaled ~~171,~~62, compared with ~~332~~42 at December 31, ~~2016.~~2020. The ~~decrease~~increase in the number of securities in an unrealized loss position at ~~September~~June 30, ~~2017,~~2021 was due to ~~a slight decrease in~~higher current market interest rates ~~from~~compared to rates at December 31, ~~2016~~2020. At June 30, 2021, there was 1 private label mortgage-backed security in an unrealized loss position, with an amortized cost of $17,357 and ~~a tightening~~an unrealized loss of ~~spreads in the municipal bond sector. All temporarily impaired investment securities were~~$660. This private-label mortgage-backed security was investment grade at ~~September~~June 30, ~~2017~~.

2021.

Held to Maturity Debt Securities

The following tables present the amortized cost, gross unrealized gains, gross unrealized losses and the estimated fair value for held to maturity debt securities at June 30, 2021 and December 31, 2020 (in thousands):


	June 30, 2021
	Amortized cost		Gross unrealized gains	Gross unrealized losses	Fair value
Agency obligations	$	10,198	0	(55)	10,143
Mortgage-backed securities	38		1	0	39
State and municipal obligations	417,794		16,824	(302)	434,316
Corporate obligations	9,747		54	(58)	9,743
	$	437,777	16,879	(415)	454,241

At June 30, 2021, the allowance for credit losses on held to maturity debt securities totaled $73,000.


	December 31, 2020
	Amortized cost		Gross unrealized gains	Gross unrealized losses	Fair value
Agency obligations	$	7,600	6	(5)	7,601
Mortgage-backed securities	62		2	0	64
State and municipal obligations	433,655		21,442	(58)	455,039
Corporate obligations	9,726		101	(2)	9,825
	$	451,043	21,551	(65)	472,529

At December 31, 2020, the allowance for credit losses on held to maturity debt securities totaled $78,000.

The Company generally purchases securities for long-term investment purposes, and differences between amortized cost and fair value may fluctuate during the investment period. There were no sales of securities from the held to maturity debt securities portfolio for the three and six months ended June 30, 2021 and 2020. For the three and six months ended June 30, 2021, proceeds from calls on securities in the held to maturity debt securities portfolio totaled $6.1 million and $12.9 million, respectively. As to these calls of securities, for the three months ended June 30, 2021, there were gross gains of $33,500 and 0 gross losses, and for the six months ended June 30, 2021, there were gross gains of $1,000 and 0 gross losses. For the three and six months ended June 30, 2020, proceeds from calls of securities in the held to maturity debt securities portfolio totaled $12.6 million and $25.9 million, respectively. As to these calls of securities, there were gross gains of $44,000 and 0 gross losses for the three and six months ended June 30, 2020.

The amortized cost and fair value of investment securities in the held to maturity debt securities portfolio at June 30, 2021 by contractual maturity are shown below (in thousands). Expected maturities may differ from contractual maturities due to prepayment or early call privileges of the issuer.


	June 30, 2021
	Amortized cost		Fair value
Due in one year or less	$	0	0
Due after one year through five years	154,182		157,762
Due after five years through ten years	213,637		224,366
Due after ten years	69,920		72,074
	$	437,739	454,202

Mortgage-backed securities totaling $38,000 at amortized cost and $39,000 at fair value are excluded from the table above as their expected lives are likely to be shorter than the contractual maturity date due to principal prepayments. Additionally, the allowance for credit losses totaling $73,000 is excluded from the table above.

The following table illustrates the impact of the January 1, 2020 adoption of CECL on held to maturity debt securities (in thousands):


	January 1, 2020
	As reported under CECL		Prior to CECL	Impact of CECL adoption
Held to Maturity Debt Securities
Allowance for credit losses on corporate securities	$	6	0	6
Allowance for credit losses on municipal securities	64		0	64
Allowance for credit losses on held to maturity debt securities	$	70	0	70

The following tables present the fair values and gross unrealized losses for held to maturity debt securities in an unrealized loss position at June 30, 2021 and December 31, 2020 (in thousands):


	June 30, 2021 Unrealized Losses
	Less than 12 months			12 months or longer		Total
	Fair value		Gross unrealized losses	Fair value	Gross unrealized losses	Fair value	Gross unrealized losses
Agency obligations	$	7,843	(55)	0	0	7,843	(55)
State and municipal obligations	20,602		(287)	406	(15)	21,008	(302)
Corporate obligations	5,773		(58)	0	0	5,773	(58)
	$	34,218	(400)	406	(15)	34,624	(415)


	December 31, 2020 Unrealized Losses
	Less than 12 months			12 months or longer		Total
	Fair value		Gross unrealized losses	Fair value	Gross unrealized losses	Fair value	Gross unrealized losses
Agency obligations	$	1,995	(5)	0	0	1,995	(5)
State and municipal obligations	4,846		(41)	406	(17)	5,252	(58)
Corporate obligations	786		(2)	0	0	786	(2)
	$	7,627	(48)	406	(17)	8,033	(65)

The number of held to maturity debt securities in an unrealized loss position at June 30, 2021 totaled 38, compared with 7 at December 31, 2020. The increase in the number of securities in an unrealized loss position at June 30, 2021, was due to higher current market interest rates compared to rates at December 31, 2020.

Credit Quality Indicators. The following table provides the amortized cost of held to maturity debt securities by credit rating as of June 30, 2021 (in thousands):


	June 30, 2021
Total Portfolio	AAA		AA	A	BBB	Not Rated	Total
Agency obligations	$	10,198	0	0	0	0	10,198
Mortgage-backed securities	38		0	0	0	0	38
State and municipal obligations	59,101		306,168	49,426	1,115	1,984	417,794
Corporate obligations	0		2,334	7,088	300	25	9,747
	$	69,337	308,502	56,514	1,415	2,009	437,777

	December 31, 2020
Total Portfolio	AAA		AA	A	BBB	Not Rated	Total
Agency obligations	$	7,600	0	0	0	0	7,600
Mortgage-backed securities	62		0	0	0	0	62
State and municipal obligations	57,830		311,155	53,302	1,115	10,253	433,655
Corporate obligations	0		3,255	6,446	0	25	9,726
	$	65,492	314,410	59,748	1,115	10,278	451,043

Credit quality indicators are metrics that provide information regarding the relative credit risk of debt securities. At June 30, 2021, the held to maturity debt securities portfolio was comprised of 16% rated AAA, 70% rated AA, 13% rated A, and less than 1% either below an A rating or not rated by Moody’s Investors Service or Standard and Poor’s. Securities not explicitly rated were grouped where possible under the credit rating of the issuer of the security.

At June 30, 2021, the allowance for credit losses on held to maturity debt securities was $73,000, a decrease from $78,000 at December 31, 2020.

Note 3.4. Loans Receivable and Allowance for ~~Loan~~Credit Losses

On January 1, 2020, the Company adopted CECL, which replaced the incurred loss methodology with an expected loss methodology. The adoption of the new standard resulted in the Company recording a $7.9 million increase to the allowance for credit losses on loans with a corresponding cumulative effect adjustment to decrease retained earnings by $5.9 million, net of income taxes. (See Adoption of CECL table below for additional detail.)

Loans receivable at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016~~2020 are summarized as follows (in thousands):


	June 30, 2021		December 31, 2020
Mortgage loans:
Residential	$	1,253,824	1,294,702
Commercial	3,571,416		3,458,666
Multi-family	1,361,164		1,484,515
Construction	665,884		541,939
Total mortgage loans	6,852,288		6,779,822




Commercial loans	2,354,199		2,567,470
Consumer loans	348,485		492,566

Total gross loans	9,554,972		9,839,858
Premiums on purchased loans	1,257		1,566
Unearned discounts	(6)		(12)
Net deferred fees	(16,361)		(18,522)
Total loans	$	9,539,862	9,822,890

September 30, 2017 December 31, 2016
Mortgage loans:
Residential $ 1,157,311
1,211,672
Commercial 2,022,576
1,978,569
Multi-family 1,334,984
1,402,054
Construction 324,692
264,814
Total mortgage loans 4,839,563
4,857,109
Commercial loans 1,708,842
1,630,444
Consumer loans 481,262
516,755
Total gross loans 7,029,667
7,004,308
Purchased credit-impaired ("PCI") loans 991
1,272
Premiums on purchased loans 4,229
4,968
Unearned discounts (36 ) (39 )
Net deferred fees (6,799 ) (7,023 )
Total loans $ 7,028,052
7,003,486
In the first quarter of 2021, $101.7 million of loans acquired in the SB One transaction that were previously classified as consumer loans were classified as commercial mortgage loans, following further analysis of the underwriting documents and operational intent of the borrower. These loans are comprised of term loans and lines of credit secured by 1-4 family residential properties that are held by borrowers to generate rental income.

The following tables summarize the aging of loans receivable by portfolio segment and class of loans ~~excluding PCI loans~~ (in thousands):


	June 30, 2021
	30-59 Days		60-89 Days	Non-accrual	Recorded Investment > 90 days accruing	Total Past Due	Current	Total Loans Receivable	Non-accrual loans with no related allowance
Mortgage loans:
Residential	$	5,410	4,455	6,875	0	16,740	1,237,084	1,253,824	6,875
Commercial	2,109		0	36,312	0	38,421	3,532,995	3,571,416	22,473
Multi-family	0		0	0	0	0	1,361,164	1,361,164	0
Construction	0		0	2,967	0	2,967	662,917	665,884	2,967
Total mortgage loans	7,519		4,455	46,154	0	58,128	6,794,160	6,852,288	32,315
Commercial loans	660		175	32,023	0	32,858	2,321,341	2,354,199	27,101
Consumer loans	458		1,272	1,883	0	3,613	344,872	348,485	1,639
Total gross loans	$	8,637	5,902	80,060	0	94,599	9,460,373	9,554,972	61,055


	September 30, 2017									December 31, 2020
	30-59 Days		60-89 Days	Non-accrual	Recorded Investment > 90 days accruing	Total Past Due	Current	Total Loans Receivable		30-59 Days		60-89 Days	Non-accrual	Recorded Investment > 90 days accruing	Total Past Due	Current	Total Loans Receivable	Non-accrual loans with no related allowance
Mortgage loans:									Mortgage loans:
Residential	$	5,973	3,525	8,820	—	18,318	1,138,993	1,157,311	Residential	$	15,789	8,852	9,315	0	33,956	1,260,746	1,294,702	9,315
Commercial	608		292	8,070	—	8,970	2,013,606	2,022,576	Commercial	761		113	31,982	0	32,856	3,425,810	3,458,666	20,482
Multi-family	—		—	—	—	—	1,334,984	1,334,984	Multi-family	206		585	0	0	791	1,483,724	1,484,515	0
Construction	—		—	—	—	—	324,692	324,692	Construction	0		0	1,392	0	1,392	540,547	541,939	1,392
Total mortgage loans	6,581		3,817	16,890	—	27,288	4,812,275	4,839,563	Total mortgage loans	16,756		9,550	42,689	0	68,995	6,710,827	6,779,822	31,189
Commercial loans	1,870		244	17,523	—	19,637	1,689,205	1,708,842	Commercial loans	1,658		1,179	42,118	0	44,955	2,522,515	2,567,470	15,541
Consumer loans	2,307		1,080	2,035	—	5,422	475,840	481,262	Consumer loans	4,348		4,519	2,283	0	11,150	481,416	492,566	2,283
Total gross loans	$	10,758	5,141	36,448	—	52,347	6,977,320	7,029,667	Total gross loans	$	22,762	15,248	87,090	0	125,100	9,714,758	9,839,858	49,013


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

	~~For the quarterly period ended September 30, 2017~~



	September 30, 2017			December 31, 2016
ASSETS
Cash and due from banks	$	97,298		$	92,508
Short-term investments	51,485			51,789
Total cash and cash equivalents	148,783			144,297
Securities available for sale, at fair value	1,028,305			1,040,386
Investment securities held to maturity (fair value of $490,425 at September 30, 2017 (unaudited) and $489,287 at December 31, 2016)	481,845			488,183
Federal Home Loan Bank stock	70,896			75,726
Loans	7,028,052			7,003,486
Less allowance for loan losses	60,276			61,883
Net loans	6,967,776			6,941,603
Foreclosed assets, net	5,703			7,991
Banking premises and equipment, net	78,567			84,092
Accrued interest receivable	27,398			27,082
Intangible assets	420,877			422,937
Bank-owned life insurance	188,123			188,527
Other assets	76,873			79,641
Total assets	$	9,495,146		$	9,500,465

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand deposits	$	4,880,133		$	4,803,426
Savings deposits	1,083,215			1,099,020
Certificates of deposit of $100,000 or more	296,172			290,295
Other time deposits	331,696			360,888
Total deposits	6,591,216			6,553,629
Mortgage escrow deposits	25,186			24,452
Borrowed funds	1,525,560			1,612,745
Other liabilities	53,012			57,858
Total liabilities	8,194,974			8,248,684
Stockholders’ Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued	—			—
Common stock, $0.01 par value, 200,000,000 shares authorized, 83,209,293 shares issued and 66,467,819 shares outstanding at September 30, 2017 and 66,082,283 outstanding at December 31, 2016	832			832
Additional paid-in capital	1,010,247			1,005,777
Retained earnings	586,575			550,768
Accumulated other comprehensive loss	(708		)	(3,397		)
Treasury stock	(260,910		)	(264,221		)
Unallocated common stock held by the Employee Stock Ownership Plan	(35,864		)	(37,978		)
Common stock acquired by the Directors’ Deferred Fee Plan	(5,343		)	(5,846		)
Deferred compensation – Directors’ Deferred Fee Plan	5,343			5,846
Total stockholders’ equity	1,300,172			1,251,781
Total liabilities and stockholders’ equity	$	9,495,146		$	9,500,465



	Three months ended September 30,					Nine months ended September 30,
	2017		2016			2017		2016
Interest income:
Real estate secured loans	$	47,692	$	45,262		$	140,712	$	134,411
Commercial loans	18,964		16,093			53,884		46,419
Consumer loans	5,083		5,627			15,293		16,657
Securities available for sale and Federal Home Loan Bank Stock	6,540		5,576			19,651		17,074
Investment securities held to maturity	3,272		3,349			9,812		10,011
Deposits, Federal funds sold and other short-term investments	343		138			898		252
Total interest income	81,894		76,045			240,250		224,824
Interest expense:
Deposits	4,988		4,441			14,093		12,397
Borrowed funds	6,694		6,633			19,855		20,477
Total interest expense	11,682		11,074			33,948		32,874
Net interest income	70,212		64,971			206,302		191,950
Provision for loan losses	500		1,000			3,700		4,200
Net interest income after provision for loan losses	69,712		63,971			202,602		187,750
Non-interest income:
Fees	7,680		6,137			20,940		19,309
Wealth management income	4,592		4,262			13,314		13,084
Bank-owned life insurance	1,353		1,382			5,291		4,083
Net gain (loss) on securities transactions	36		(43		)	47		54
Other income	1,451		2,328			2,804		4,378
Total non-interest income	15,112		14,066			42,396		40,908
Non-interest expense:
Compensation and employee benefits	27,328		26,725			81,086		78,496
Net occupancy expense	6,105		6,227			19,255		18,729
Data processing expense	3,314		3,328			10,302		9,845
FDIC insurance	967		1,117			3,065		3,732
Amortization of intangibles	632		767			2,079		2,628
Advertising and promotion expense	907		787			2,709		2,567
Other operating expenses	7,027		6,899			21,248		20,628
Total non-interest expense	46,280		45,850			139,744		136,625
Income before income tax expense	38,544		32,187			105,254		92,033
Income tax expense	11,969		9,281			30,788		26,798
Net income	$	26,575	$	22,906		$	74,466	$	65,235
Basic earnings per share	$	0.41	$	0.36		$	1.16	$	1.03
Weighted average basic shares outstanding	64,454,684		63,728,393			64,327,640		63,545,065
Diluted earnings per share	$	0.41	$	0.36		$	1.15	$	1.02
Weighted average diluted shares outstanding	64,645,278		63,934,886			64,519,710		63,727,723



	COMMON STOCK		ADDITIONAL PAID-IN CAPITAL			RETAINED EARNINGS			ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)			TREASURY STOCK			UNALLOCATED ESOP SHARES			COMMON STOCK ACQUIRED BY DDFP			DEFERRED COMPENSATION DDFP			TOTAL STOCKHOLDERS’ EQUITY
Balance at December 31, 2015	$	832	$	1,000,810		$	507,713		$	(2,546	)	$	(269,014	)	$	(41,730	)	$	(6,517	)	$	6,517		$	1,196,065
Net income	—		—			65,235			—			—			—			—			—			65,235
Other comprehensive income, net of tax	—		—			—			8,520			—			—			—			—			8,520
Cash dividends declared	—		—			(35,141		)	—			—			—			—			—			(35,141		)
Effect of adopting Accounting Standards Update ("ASU") No. 2016-09	—		(622		)	622			—			—			—			—			—			—
Distributions from DDFP	—		91			—			—			—			—			503			(503		)	91
Purchases of treasury stock	—		—			—			—			(1,557		)	—			—			—			(1,557		)
Purchase of employee restricted shares to fund statutory tax withholding	—		—			—			—			(1,161		)	—			—			—			(1,161		)
Shares issued dividend reinvestment plan	—		180			—			—			996			—			—			—			1,176
Stock option exercises	—		(60		)	—			—			5,658			—			—			—			5,598
Allocation of ESOP shares	—		325			—			—			—			2,016			—			—			2,341
Allocation of SAP shares	—		2,982			—			—			—			—			—			—			2,982
Allocation of stock options	—		131			—			—			—			—			—			—			131
Balance at September 30, 2016	$	832	$	1,003,837		$	538,429		$	5,974		$	(265,078	)	$	(39,714	)	$	(6,014	)	$	6,014		$	1,244,280



	September 30, 2017 Unrealized Losses
	Less than 12 months				12 months or longer			Total
	Fair value		Gross unrealized losses		Fair value	Gross unrealized losses		Fair value	Gross unrealized losses
U.S. Treasury obligations	$	5,994	(1	)	—	—		5,994	(1	)
Agency obligations	16,008		(11	)	—	—		16,008	(11	)
Mortgage-backed securities	424,627		(3,956	)	50,881	(972	)	475,508	(4,928	)
Corporate obligations	—		—		991	(10	)	991	(10	)
	$	446,629	(3,968	)	51,872	(982	)	498,501	(4,950	)



	December 31, 2016 Unrealized Losses
	Less than 12 months				12 months or longer			Total
	Fair value		Gross unrealized losses		Fair value	Gross unrealized losses		Fair value	Gross unrealized losses
Agency obligations	$	14,000	(25	)	—	—		14,000	(25	)
Mortgage-backed securities	553,629		(8,377	)	65	(3	)	553,694	(8,380	)
State and municipal obligations	661		(3	)	—	—		661	(3	)
Corporate obligations	—		—		990	(11	)	990	(11	)
	$	568,290	(8,405	)	1,055	(14	)	569,345	(8,419	)


Three months ended June 30,	Mortgage loans		Commercial loans	Consumer loans	Total
2021
Balance at beginning of period	$	54,198	26,302	5,091	85,591
Provision (benefit) charge to operations	1,080		(10,814)	(966)	(10,700)

Recoveries of loans previously charged-off	191		5,790	198	6,179
Loans charged-off	0		(16)	(95)	(111)
Balance at end of period	$	55,469	21,262	4,228	80,959

2020
Balance at beginning of period	$	47,500	22,841	4,802	75,143
Provision charge to operations	7,355		2,285	1,260	10,900
Recoveries of loans previously charged-off	16		605	103	724
Loans charged-off	0		(447)	(61)	(508)
Balance at end of period	$	54,871	25,284	6,104	86,259


	June 30, 2021
	Mortgage loans		Commercial loans	Consumer loans	Total Portfolio Segments
Individually evaluated for impairment	$	55,390	25,292	1,317	81,999
Collectively evaluated for impairment	6,796,898		2,328,907	347,168	9,472,973
Total gross loans	$	6,852,288	2,354,199	348,485	9,554,972


	For the three months ended
	June 30, 2021					June 30, 2020
Troubled Debt Restructurings	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Mortgage loans:
Residential	1	$	171	$	170	1	$	342	$	283


Total mortgage loans	1	171		170		1	342		283
Commercial loans	1	1,580		1,089		2	736		714

Total restructured loans	2	$	1,751	$	1,259	3	$	1,078	$	997



	For the three months ended
	September 30, 2017					September 30, 2016
Troubled Debt Restructurings	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	($ in thousands)
Mortgage loans:
Residential	2	$	632	$	470	—	$	—	$	—
Total mortgage loans	2	632		470		—	—		—
Total restructured loans	2	$	632	$	470	—	$	—	$	—



~~FORM 10-Q~~


	For the nine months ended											For the six months ended
	September 30, 2017					September 30, 2016						June 30, 2021					June 30, 2020
Troubled Debt Restructurings	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Troubled Debt Restructurings	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	($ in thousands)
Mortgage loans:											Mortgage loans:
Residential	7	$	3,436	$	3,202	—	$	—	$	—	Residential	1	$	171	$	170	1	$	342	$	283

Total mortgage loans	7	3,436		3,202		—	—		—		Total mortgage loans	1	171		170		1	342		283
Commercial loans	1	1,300		1,210		—	—		—		Commercial loans	4	2,940		2,363		4	1,483		1,429
Consumer loans	1	70		68		—	—		—

Total restructured loans	9	$	4,806	$	4,480	—	$	—	$	—	Total restructured loans	5	$	3,111	$	2,533	5	$	1,825	$	1,712


Gross amortized cost basis at July 31, 2020	$	315,784
Interest component of expected ~~future~~ cash flows (accretable difference)	(7,988)
Fair value of PCD loans	307,796
Allowance for credit losses on PCD loans	(13,586)
Net PCD loans	$	294,210


	June 30, 2021						December 31, 2020
	Unpaid Principal Balance		Recorded Investment	Related Allowance	Average Recorded Investment	Interest Income Recognized	Unpaid Principal Balance	Recorded Investment	Related Allowance	Average Recorded Investment	Interest Income Recognized
Loans with no related allowance
Mortgage loans:
Residential	$	12,489	9,832	—	9,923	226	13,981	11,380	—	11,587	511
Commercial	20,500		19,752	—	19,774	48	17,414	17,414	—	16,026	60
Multi-family	0		0	—	0	0	0	0	—	0	0
Construction	2,200		2,190	—	2,127	23	0	0	—	0	0
Total	35,189		31,774	—	31,824	297	31,395	28,794	—	27,613	571
Commercial loans	23,131		17,677	—	17,976	11	15,895	14,009	—	12,791	46
Consumer loans	1,433		907	—	918	51	1,382	880	—	7	50
Total impaired loans	$	59,753	50,358	—	50,718	359	48,672	43,683	—	40,411	667

Loans with an allowance recorded
Mortgage loans:
Residential	$	8,059	7,725	861	7,773	137	7,950	7,506	806	7,604	307
Commercial	18,305		14,727	2,272	15,284	24	14,993	12,483	3,414	123	570
Multi-family	1,164		1,164	300	1,168	32	0	0	0	0	0

Total	27,528		23,616	3,433	24,225	193	22,943	19,989	4,220	7,727	877
Commercial loans	8,344		7,615	4,145	11,084	218	24,947	21,823	4,715	18,620	311
Consumer loans	416		410	35	413	11	565	551	39	5	20
Total impaired loans	$	36,288	31,641	7,613	35,722	422	48,455	42,363	8,974	26,352	1,208

Total impaired loans
Mortgage loans:
Residential	$	20,548	17,557	861	17,696	363	21,931	18,886	806	19,191	818
Commercial	38,805		34,479	2,272	35,058	72	32,407	29,897	3,414	16,149	630
Multi-family	1,164		1,164	300	1,168	32	0	0	0	0	0
Construction	2,200		2,190	0	2,127	23	0	0	0	0	0
Total	62,717		55,390	3,433	56,049	490	54,338	48,783	4,220	35,340	1,448
Commercial loans	31,475		25,292	4,145	29,060	229	40,842	35,832	4,715	31,411	357
Consumer loans	1,849		1,317	35	1,331	62	1,947	1,431	39	12	70
Total impaired loans	$	96,041	81,999	7,613	86,440	781	97,127	86,046	8,974	66,763	1,875



	September 30, 2017						December 31, 2016
	Unpaid Principal Balance		Recorded Investment	Related Allowance	Average Recorded Investment	Interest Income Recognized	Unpaid Principal Balance	Recorded Investment	Related Allowance	Average Recorded Investment	Interest Income Recognized
Loans with no related allowance
Mortgage loans:
Residential	$	13,035	10,277	—	10,391	340	10,691	7,881	—	8,027	484
Commercial	4,600		4,472	—	4,496	—	1,556	1,556	—	1,586	40
Construction	—		—	—	—	—	2,553	2,517	—	2,514	—
Total	17,635		14,749	—	14,887	340	14,800	11,954	—	12,127	524
Commercial loans	17,505		13,884	—	13,954	280	21,830	18,874	—	13,818	259
Consumer loans	1,606		1,067	—	1,186	51	1,493	981	—	1,026	59
Total impaired loans	$	36,746	29,700	—	30,027	671	38,123	31,809	—	26,971	842

Loans with an allowance recorded
Mortgage loans:
Residential	$	13,803	12,759	1,633	12,873	374	14,169	13,520	1,716	13,705	519
Commercial	1,071		1,070	140	1,083	40	4,138	4,077	270	4,111	55
Construction	—		—	—	—	—	—	—	—	—	—
Total	14,874		13,829	1,773	13,956	414	18,307	17,597	1,986	17,816	574
Commercial loans	6,158		5,509	1,028	6,045	52	1,381	1,381	268	5,956	4
Consumer loans	1,154		1,143	71	1,170	47	1,242	1,232	80	1,259	66
Total impaired loans	$	22,186	20,481	2,872	21,171	513	20,930	20,210	2,334	25,031	644

Total impaired loans
Mortgage loans:
Residential	$	26,838	23,036	1,633	23,264	714	24,860	21,401	1,716	21,732	1,003
Commercial	5,671		5,542	140	5,579	40	5,694	5,633	270	5,697	95
Construction	—		—	—	—	—	2,553	2,517	—	2,514	—
Total	32,509		28,578	1,773	28,843	754	33,107	29,551	1,986	29,943	1,098
Commercial loans	23,663		19,393	1,028	19,999	332	23,211	20,255	268	19,774	263
Consumer loans	2,760		2,210	71	2,356	98	2,735	2,213	80	2,285	125
Total impaired loans	$	58,932	50,181	2,872	51,198	1,184	59,053	52,019	2,334	52,002	1,486


	At June 30, 2021
Total portfolio	Residential		Commercial mortgage	Multi-family	Construction	Total mortgages	Commercial	Consumer	Total Loans (1)
Special mention	$	4,000	112,331	8,825	26,034	151,190	101,830	1,223	254,243
Substandard	14,461		91,640	2,598	2,967	111,666	121,959	1,914	235,539
Doubtful	0		335	0	0	335	5	0	340
Loss	0		0	0	0	0	0	0	0
Total criticized and classified	18,461		204,306	11,423	29,001	263,191	223,794	3,137	490,122
Pass/Watch	1,235,363		3,367,110	1,349,741	636,883	6,589,097	2,130,405	345,348	9,064,850
Total	$	1,253,824	3,571,416	1,361,164	665,884	6,852,288	2,354,199	348,485	9,554,972

2021
Special mention	$	0	0	0	0	0	0	0	0
Substandard (2)	0		0	0	0	0	8,598	0	8,598
Doubtful	0		0	0	0	0	0	0	0
Loss	0		0	0	0	0	0	0	0
Total criticized and classified	0		0	0	0	0	8,598	0	8,598
Pass/Watch	155,340		219,812	51,777	44,724	471,653	397,753	23,799	893,205
Total gross loans	$	155,340	219,812	51,777	44,724	471,653	406,351	23,799	901,803

2020
Special mention	$	0	0	0	1,980	1,980	313	0	2,293


	June 30, 2021		December 31, 2020
Savings	$	1,418,354	1,348,147
Money market	2,413,046		2,245,412
NOW	3,386,064		2,808,637
Non-interest bearing	2,530,468		2,341,459
Certificates of deposit	842,052		1,094,174
Total deposits	$	10,589,984	9,837,829



	Three months ended September 30,								Nine months ended September 30,
	Pension benefits					Other post- retirement benefits			Pension benefits					Other post- retirement benefits
	2017			2016		2017		2016	2017			2016		2017		2016
Service cost	$	—		—		26		37	$	—		—		78		112
Interest cost	306			312		218		285	920			936		654		854
Expected return on plan assets	(637		)	(612	)	—		—	(1,913		)	(1,836	)	—		—
Amortization of prior service cost	—			—		—		—	—			—		—		—
Amortization of the net loss	230			236		(169	)	—	690			708		(507	)	—
Net periodic (increase) benefit cost	$	(101	)	(64	)	75		322	$	(303	)	(192	)	225		966


	Three months ended June 30,					Six months ended June 30,
	Pension benefits			Other post-retirement benefits		Pension benefits			Other post-retirement benefits
	2021		2020	2021	2020	2021		2020	2021	2020
Service cost	$	0	0	9	20	$	0	0	18	40
Interest cost	198		250	106	178	396		500	212	356
Expected return on plan assets	(807)		(737)	0	0	(1,614)		(1,474)	0	0
Amortization of prior service cost	0		0	0	0	0		0	0	0
Amortization of the net loss (gain)	118		174	(268)	(62)	236		348	(536)	(124)
Net periodic (decrease) increase in benefit cost	$	(491)	(313)	(153)	136	$	(982)	(626)	(306)	272



Level 1:						Unadjusted quoted market prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2:						Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3:						Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).


	Fair Value Measurements at Reporting Date Using:
	June 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Measured on a recurring basis:
Available for sale debt securities:
U.S. Treasury obligations	$	99,969	99,969	0	0

Mortgage-backed securities	1,298,968		0	1,298,968	0
Asset-backed securities	48,550		0	48,550	0
State and municipal obligations	70,363		0	70,363	0
Corporate obligations	38,763		0	38,763	0
Total available for sale debt securities	1,556,613		99,969	1,456,644	0
Equity securities	1,094		1,094	0	0
Derivative assets	81,459		0	81,459	0
	$	1,639,166	101,063	1,538,103	0

Derivative liabilities	$	84,827	0	84,827	0

Measured on a non-recurring basis:
Loans measured for impairment based on the fair value of the underlying collateral	$	21,706	0	0	21,706
Foreclosed assets	2,350		0	0	2,350
	$	24,056	0	0	24,056



	Fair Value Measurements at Reporting Date Using:
(In thousands)	September 30, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Measured on a recurring basis:
Securities available for sale:
U.S. Treasury obligations	$	5,994	5,994	—	—
Agency obligations	28,035		28,035	—	—
Mortgage-backed securities	968,412		—	968,412	—
State and municipal obligations	3,807		—	3,807	—
Corporate obligations	21,459		—	21,459	—
Equity securities	598		598	—	—
Total securities available for sale	1,028,305		34,627	993,678	—
Derivative assets	8,035		—	8,035	—
	$	1,036,340	34,627	1,001,713	—

Derivative liabilities	$	7,595	—	7,595	—

Measured on a non-recurring basis:
Loans measured for impairment based on the fair value of the underlying collateral	$	5,525	—	—	5,525
Foreclosed assets	5,703		—	—	5,703
	$	11,228	—	—	11,228


			Fair Value Measurements at September 30, 2017 Using:							Fair Value Measurements at June 30, 2021 Using:
(Dollars in thousands)	Carrying value		Fair value	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	(Dollars in thousands)	Carrying value		Fair value	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Financial assets:							Financial assets:
Cash and cash equivalents	$	148,783	148,783	148,783	—	—	Cash and cash equivalents	$	710,153	710,153	710,153	0	0
Securities available for sale:
Available for sale debt securities:							Available for sale debt securities:
U.S. Treasury obligations	5,994		5,994	5,994	—	—	U.S. Treasury obligations	99,969		99,969	99,969	0	0
Agency obligations							Agency obligations	0		0	0	0	0
Mortgage-backed securities							Mortgage-backed securities	1,298,968		1,298,968	0	1,298,968	0
Asset-backed securities							Asset-backed securities	48,550		48,550		48,550
State and municipal obligations							State and municipal obligations	70,363		70,363	0	70,363	0
Corporate obligations							Corporate obligations	38,763		38,763	0	38,763	0
Total available for sale debt securities							Total available for sale debt securities	$	1,556,613	1,556,613	99,969	1,456,644	0
Held to maturity debt securities, net of allowance for credit losses:							Held to maturity debt securities, net of allowance for credit losses:
Agency obligations	28,035		28,035	28,035	—	—	Agency obligations	10,198		10,143	10,143	0	0
Mortgage-backed securities	968,412		968,412	—	968,412	—	Mortgage-backed securities	38		39	0	39	0
State and municipal obligations	3,807		3,807	—	3,807	—	State and municipal obligations	417,739		434,316	0	434,316	0
Corporate obligations	21,459		21,459	—	21,459	—	Corporate obligations	9,729		9,743	0	9,743	0
Equity securities	598		598	598	—	—
Total securities available for sale	$	1,028,305	1,028,305	34,627	993,678	—
Investment securities held to maturity:
Agency obligations	4,307		4,252	4,252	—	—
Mortgage-backed securities	475		492	—	492	—
State and municipal obligations	467,113		475,759	—	475,759	—
Corporate obligations	9,950		9,922	—	9,922	—
Total securities held to maturity	$	481,845	490,425	4,252	486,173	—
Total held to maturity debt securities, net of allowance for credit losses							Total held to maturity debt securities, net of allowance for credit losses	$	437,704	454,241	10,143	444,098	0
FHLBNY stock	70,896		70,896	70,896	—	—	FHLBNY stock	37,415		37,415	37,415	0	0
Loans, net of allowance for loan losses	6,967,776		6,955,183	—	—	6,955,183
Equity Securities							Equity Securities	1,094		1,094	1,094	0	0
Loans, net of allowance for credit losses							Loans, net of allowance for credit losses	9,458,903		9,623,991	0	0	9,623,991
Derivative assets	8,035		8,035	—	8,035	—	Derivative assets	81,459		81,459	0	81,459	0

Financial liabilities:							Financial liabilities:
Deposits other than certificates of deposits	$	5,963,348	5,963,348	5,963,348	—	—	Deposits other than certificates of deposits	$	9,747,932	9,747,932	9,747,932	0	0
Certificates of deposit	627,868		628,523	—	628,523	—	Certificates of deposit	842,052		845,410	0	845,410	0
Total deposits	$	6,591,216	6,591,871	5,963,348	628,523	—	Total deposits	$	10,589,984	10,593,342	9,747,932	845,410	0
Borrowings	1,525,560		1,530,444	—	1,530,444	—	Borrowings	693,337		697,982	0	697,982	0
Subordinated debentures							Subordinated debentures	25,211		30,088	0	30,088	0
Derivative liabilities	7,595		7,595	—	7,595	—	Derivative liabilities	84,827		84,827	0	84,827	0


			Fair Value Measurements at December 31, 2016 Using:							Fair Value Measurements at December 31, 2020 Using:
(Dollars in thousands)	Carrying value		Fair value	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	(Dollars in thousands)	Carrying value		Fair value	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Financial assets:							Financial assets:
Cash and cash equivalents	$	144,297	144,297	144,297	—	—	Cash and cash equivalents	$	532,353	532,353	532,353	0	0
Securities available for sale:
Available for sale debt securities:							Available for sale debt securities:
U.S. Treasury obligations	8,008		8,008	8,008	—	—	U.S. Treasury obligations	0		0	0	0	0
Agency obligations							Agency obligations	1,009		1,009	1,009	0	0
Mortgage-backed securities							Mortgage-backed securities	938,413		938,413	0	938,413	0
Asset-backed securities							Asset-backed securities	53,830		53,830	0	53,830	0
State and municipal obligations							State and municipal obligations	71,258		71,258	0	71,258	0
Corporate obligations							Corporate obligations	40,979		40,979	0	40,979	0
Total available for sale debt securities							Total available for sale debt securities	$	1,105,489	1,105,489	1,009	1,104,480	0
Held to maturity debt securities:							Held to maturity debt securities:

Agency obligations	57,188		57,188	57,188	—	—	Agency obligations	$	7,600	7,601	7,601	0	0
Mortgage-backed securities	951,861		951,861	—	951,861	—	Mortgage-backed securities	62		64	0	64	0
State and municipal obligations	3,743		3,743	—	3,743	—	State and municipal obligations	433,589		455,039	0	455,039	0
Corporate obligations	19,037		19,037	—	19,037	—	Corporate obligations	9,714		9,825	0	9,825	0
Equity securities	549		549	549	—	—
Total securities available for sale	$	1,040,386	1,040,386	65,745	974,641	—
Investment securities held to maturity:
Agency obligations	$	4,306	4,225	4,225	—	—
Mortgage-backed securities	893		924	—	924	—
State and municipal obligations	473,653		474,852	—	474,852	—
Corporate obligations	9,331		9,286	—	9,286	—
Total securities held to maturity	$	488,183	489,287	4,225	485,062	—
Total held to maturity debt securities							Total held to maturity debt securities	$	450,965	472,529	7,601	464,928	0
FHLBNY stock	75,726		75,726	75,726	—	—	FHLBNY stock	59,489		59,489	59,489	0	0
Loans, net of allowance for loan losses	6,941,603		6,924,440	—	—	6,924,440
Equity Securities							Equity Securities	971		971	971	0	0
Loans, net of allowance for credit losses							Loans, net of allowance for credit losses	9,721,424		9,969,330	0	0	9,969,330
Derivative assets	7,441		7,441	—	7,441	—	Derivative assets	101,079		101,079	0	101,079	0

Financial liabilities:							Financial liabilities:
Deposits other than certificates of deposits	$	5,902,446	5,902,446	5,902,446	—	—	Deposits other than certificates of deposits	$	8,743,655	8,743,655	8,743,655	0	0
Certificates of deposit	651,183		653,772	—	653,772	—	Certificates of deposit	1,094,174		1,097,993	0	1,097,993	0
Total deposits	$	6,553,629	6,556,218	5,902,446	653,772	—	Total deposits	$	9,837,829	9,841,648	8,743,655	1,097,993	0
Borrowings	1,612,745		1,617,023	—	1,617,023	—	Borrowings	1,175,972		1,193,024	0	1,193,024	0
Subordinated Debt							Subordinated Debt	25,135		24,375	0	24,375	0
Derivative liabilities	6,750		6,750	—	6,750	—	Derivative liabilities	109,148		109,148	0	109,148	0


	Changes in Accumulated Other Comprehensive Income (Loss) by Component, net of tax for the three months ended June 30,
	2021					2020
	Unrealized Gains (Losses) on Available for Sale Debt Securities		Post- Retirement Obligations	Unrealized (Losses) Gains on Derivatives (cash flow hedges)	Accumulated Other Comprehensive Income	Unrealized Gains on Available for Sale Debt Securities	Post- Retirement Obligations	Unrealized Gains (Losses) on Derivatives (cash flow hedges)	Accumulated Other Comprehensive(Loss) Income
Balance at March 31,	$	14,500	(1,190)	(333)	12,977	25,492	(5,156)	(5,398)	14,938
Current - period other comprehensive income (loss)	2,440		(111)	(1,224)	1,105	(930)	70	(1,284)	(2,144)
Balance at June 30,	$	16,940	(1,301)	(1,557)	14,082	24,562	(5,086)	(6,682)	12,794


	Reclassifications From Accumulated Other Comprehensive Income ("AOCI")
	Amount reclassified from AOCI for the three months ended June 30,			Affected line item in the Consolidated Statement of Income
	2021		2020
Details of AOCI:










Post-retirement obligations:
Amortization of actuarial (losses) gains	$	(150)	112	Compensation and employee benefits (1)
	39		(29)	Income tax expense
Total reclassification	$	(111)	83	Net of tax


	Reclassifications From Accumulated Other Comprehensive Income ("AOCI")
	Amount reclassified from AOCI for the six months ended June 30,			Affected line item in the Consolidated Statement of Income
	2021		2020
Details of AOCI:
Available for sale debt securities:
Realized net gains on the sale of securities available for sale	$	(230)	0	Net gain on securities transactions
	59		0	Income tax expense
	(171)		0	Net of tax






Post-retirement obligations:
Amortization of actuarial (losses) gains	$	(300)	224	Compensation and employee benefits (1)
	80		(58)	Income tax expense
Total reclassification	$	(220)	166	Net of tax



	Reclassifications From Accumulated Other Comprehensive Income ("AOCI")
	Amount reclassified from AOCI for the nine months ended September 30,					Affected line item in the Consolidated Statement of Income
	2017			2016		Affected line item in the Consolidated Statement of Income
Details of AOCI:
Securities available for sale:
Realized net gains on the sale of securities available for sale	$	—		54		Net gain on securities transactions
	—			(22	)	Income tax expense
	—			32		Net of tax

Post-retirement obligations:
Amortization of actuarial losses	183			708		Compensation and employee benefits ⁽¹⁾
	(78		)	(284	)	Income tax expense
	105			424		Net of tax
Total reclassifications	$	105		456		Net of tax


⁽¹⁾	~~This item is included in the computation of net periodic benefit cost. See Note 5. Components of Net Periodic Benefit Cost.~~


	At June 30, 2021
	Asset Derivatives			Liability Derivatives
	Consolidated Statements of Financial Condition	Fair value		Consolidated Statements of Financial Condition	Fair value
Derivatives not designated as a hedging instrument:
Interest rate products	Other assets	$	76,310	Other liabilities	77,716
Credit contracts	Other assets	131		Other liabilities	0
Total derivatives not designated as a hedging instrument		$	76,441		77,716

Derivatives designated as a hedging instrument:
Interest rate products	Other assets	$	5,018	Other liabilities	7,111

Total derivatives designated as a hedging instrument		$	5,018		7,111


	At September 30, 2017							At December 31, 2020
	Asset Derivatives			Liability Derivatives				Asset Derivatives			Liability Derivatives
	Consolidated Statements of Financial Condition	Fair Value		Consolidated Statements of Financial Condition	Fair Value			Consolidated Statements of Financial Condition	Fair value		Consolidated Statements of Financial Condition	Fair value
Derivatives not designated as a hedging instrument:							Derivatives not designated as a hedging instrument:
Interest rate products	Other assets	$	7,575	Other liabilities	$	7,595	Interest rate products	Other assets	$	107,652	Other liabilities	109,148
Credit contracts	Other assets	2		Other liabilities	—		Credit contracts	Other assets	97		Other liabilities	0
Total derivatives not designated as a hedging instrument		$	7,577		$	7,595	Total derivatives not designated as a hedging instrument		$	107,749		109,148

Derivatives designated as a a hedging instrument:
Derivatives designated as a hedging instrument:							Derivatives designated as a hedging instrument:
Interest rate products	Other assets	$	458	Other liabilities	$	—	Interest rate products	Other assets	$	(6,671)	Other liabilities	0

Total derivatives designated as a hedging instrument		$	458		$	—	Total derivatives designated as a hedging instrument		$	(6,671)		0