UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
FORM 10-Q

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20172023
or
¨
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)
Delaware42-1547151
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
239 Washington StreetJersey CityNew Jersey07302
(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
CommonPFSNew 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 filerAccelerated FilerýAccelerated 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, 20172023 there were 83,209,29383,209,012 shares issued and 66,773,46475,606,533 shares outstanding of the Registrant’s Common Stock, par value $0.01 per share, including 296,04965,745 shares held by the First Savings Bank Directors’ Deferred Fee Plan not otherwise considered outstanding under U.S. generally accepted accounting principles.

1




PROVIDENT FINANCIAL SERVICES, INC.
INDEX TO FORM 10-Q
Item NumberPage Number
1
Consolidated Statements of Financial Condition as of September 30, 2023 (unaudited) and December 31, 2022
Consolidated Statements of Income for the three and nine months ended September 30, 2023 and 2022 (unaudited)
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022 (unaudited)
Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022 (unaudited)
Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)
2
3
4
1
1A.
2
3Defaults Upon Senior Securities
4
5
6Exhibits



2
Item NumberPage Number
 
   
1. 
   
 Consolidated Statements of Financial Condition as of September 30, 2017 (unaudited) and December 31, 2016
   
 Consolidated Statements of Income for the three and nine months ended September 30, 2017 and 2016 (unaudited)
   
 Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016 (unaudited)
   
 Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2017 and 2016 (unaudited)
   
 Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)
   
 
   
2.
   
3.
   
4.
 
   
1.
   
1A.
   
2.
   
3.Defaults Upon Senior Securities
   
4.
   
5.
   
6.
  




PART I—FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition
September 30, 20172023 (Unaudited) and December 31, 20162022
(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
September 30, 2023December 31, 2022
ASSETS
Cash and due from banks$188,573 $186,490 
Short-term investments696 18 
Total cash and cash equivalents189,269 186,508 
Available for sale debt securities, at fair value1,656,305 1,803,548 
Held to maturity debt securities, net (fair value of $343,082 at September 30, 2023 (unaudited) and $373,468 at December 31, 2022)370,416 387,923 
Equity securities, at fair value1,210 1,147 
Federal Home Loan Bank stock101,250 68,554 
Loans10,667,612 10,248,883 
Less allowance for credit losses107,563 88,023 
Net loans10,560,049 10,160,860 
Foreclosed assets, net16,487 2,124 
Banking premises and equipment, net71,453 79,794 
Accrued interest receivable55,741 51,903 
Intangible assets458,663 460,892 
Bank-owned life insurance241,406 239,040 
Other assets364,576 341,143 
Total assets$14,086,825 $13,783,436 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand deposits$7,872,901 $8,373,005 
Savings deposits1,200,377 1,438,583 
Certificates of deposit of $100,000 or more699,880 504,627 
Other time deposits368,241 246,809 
Total deposits10,141,399 10,563,024 
Mortgage escrow deposits41,319 35,705 
Borrowed funds2,022,249 1,337,370 
Subordinated debentures10,646 10,493 
Other liabilities248,242 239,141 
Total liabilities12,463,855 12,185,733 
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, 83,209,012 shares issued and 75,531,884 shares outstanding at September 30, 2023 and 76,169,196 outstanding at December 31, 2022832 832 
Additional paid-in capital988,001 981,138 
Retained earnings964,802 918,158 
Accumulated other comprehensive (loss) income(195,056)(165,045)
Treasury stock(127,818)(127,154)
Unallocated common stock held by the Employee Stock Ownership Plan(7,791)(10,226)
Common stock acquired by deferred compensation plans(3,013)(3,427)
Deferred compensation plans3,013 3,427 
Total stockholders’ equity1,622,970 1,597,703 
Total liabilities and stockholders’ equity$14,086,825 $13,783,436 
See accompanying notes to unaudited consolidated financial statements.

3




PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Consolidated Statements of Income
Three and nine months ended September 30, 20172023 and 20162022 (Unaudited)
(Dollars in Thousands, except per share data)
Three months ended September 30,Nine months ended September 30,
2023202220232022
Interest income:
Real estate secured loans$104,540 $80,273 $299,830 $213,181 
Commercial loans33,806 25,201 93,915 70,385 
Consumer loans4,746 3,785 13,419 10,268 
Available for sale debt securities, equity securities and Federal Home Loan Bank stock11,886 9,560 34,748 25,966 
Held to maturity debt securities2,334 2,416 7,059 7,501 
Deposits, Federal funds sold and other short-term investments885 496 2,678 1,705 
Total interest income158,197 121,731 451,649 329,006 
Interest expense:
Deposits44,923 9,560 108,880 20,322 
Borrowed funds16,765 2,518 38,329 4,790 
Subordinated debt273 164 774 403 
Total interest expense61,961 12,242 147,983 25,515 
Net interest income96,236 109,489 303,666 303,491 
Provision charge for credit losses11,009 8,413 27,407 5,004 
Net interest income after provision charge for credit losses85,227 101,076 276,259 298,487 
Non-interest income:
Fees6,132 7,203 18,294 21,516 
Wealth management income6,992 6,785 20,826 21,274 
Insurance agency income3,224 2,865 11,175 9,135 
Bank-owned life insurance1,820 1,237 4,838 3,978 
Net gains on securities transactions13 (3)37 154 
Other income1,139 10,358 5,691 13,466 
Total non-interest income19,320 28,445 60,861 69,523 
Non-interest expense:
Compensation and employee benefits35,702 38,079 109,724 112,582 
Net occupancy expense8,113 8,452 24,474 26,262 
Data processing expense5,312 5,575 16,536 16,551 
FDIC insurance1,628 1,400 5,688 3,955 
Amortization of intangibles720 779 2,231 2,511 
Advertising and promotion expense1,133 1,366 3,722 3,692 
Provision charge (benefit) for credit losses on off-balance sheet credit exposures1,532 1,575 1,624 (1,788)
Merger-related expenses2,289 2,886 5,349 2,886 
Other operating expenses10,728 9,331 31,761 28,522 
Total non-interest expense67,157 69,443 201,109 195,173 
Income before income tax expense37,390 60,078 136,011 172,837 
Income tax expense8,843 16,657 34,925 46,224 
Net income$28,547 $43,421 $101,086 $126,613 
Basic earnings per share$0.38 $0.58 $1.35 $1.69 
Weighted average basic shares outstanding74,909,083 74,297,237 74,793,530 74,808,358 
Diluted earnings per share$0.38 $0.58 $1.35 $1.69 
Weighted average diluted shares outstanding74,914,205 74,393,380 74,816,606 74,896,493 
  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.

4




PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Consolidated Statements of Comprehensive Income
Three and nine months ended September 30, 20172023 and 20162022 (Unaudited)
(Dollars in Thousands)
Three months ended September 30,Nine months ended September 30,
2023202220232022
Net income$28,547 $43,421 $101,086 $126,613 
Other comprehensive (loss) income, net of tax:
Unrealized gains and losses on available for sale debt securities:
Net unrealized (losses) arising during the period(31,224)(67,293)(25,086)(197,997)
Reclassification adjustment for gains included in net income— — — (42)
Total(31,224)(67,293)(25,086)(198,039)
Unrealized gains and losses on derivatives:
Net unrealized gains arising during the period2,352 5,998 5,385 18,225 
Reclassification adjustment for (gains) included in net income(3,430)(1,157)(9,519)(788)
Total(1,078)4,841 (4,134)17,437 
Amortization related to post-retirement obligations(261)(236)(791)(748)
Total other comprehensive (loss)(32,563)(62,688)(30,011)(181,350)
Total comprehensive (loss) income$(4,016)$(19,267)$71,075 $(54,737)
  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.




5



PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders’ Equity
NineFor the three and nine months ended September 30, 2017 and 20162022 (Unaudited)
(Dollars in Thousands)
For the three months ended September 30, 2022COMMON STOCKADDITIONAL PAID-IN CAPITALRETAINED EARNINGSACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOMETREASURYSTOCKUNALLOCATED ESOP SHARESCOMMON STOCK ACQUIRED BY DEFERRED COMP PLANSDEFERRED COMPENSATION PLANSTOTAL STOCKHOLDERS’ EQUITY
Balance at June 30, 2022$832 $976,067 $860,977 $(111,799)$(127,091)$(13,721)$(3,705)$3,705 $1,585,265 
Net income— — 43,421 — — — — — 43,421 
Other comprehensive loss, net of tax— — — (62,688)— — — — (62,688)
Cash dividends paid— — (18,066)— — — — — (18,066)
Distributions from deferred comp plans— 47 — — — — 168 (168)47 
Purchases of treasury stock— — — — — — — — — 
Purchase of employee restricted shares to fund statutory tax withholding— — — — (54)— — — (54)
Allocation of ESOP shares— 296 — — — 811 — — 1,107 
Allocation of Stock Award Plan ("SAP") shares— 1,904 — — — — — — 1,904 
Allocation of stock options— 49 — — — — — — 49 
Balance at September 30, 2022$832 $978,363 $886,332 $(174,487)$(127,145)$(12,910)$(3,537)$3,537 $1,550,985 

For the nine months ended September 30, 2022COMMONSTOCKADDITIONAL
PAID-IN CAPITAL
RETAINEDEARNINGSACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)TREASURYSTOCKUNALLOCATED
 ESOP SHARES
COMMON STOCK ACQUIRED BY DEFERRED COMP PLANSDEFERRED COMPENSATION PLANSTOTAL
STOCKHOLDERS’ EQUITY
Balance at December 31, 2021$832 $969,815 $814,533 $6,863 $(79,603)$(15,344)$(3,984)$3,984 $1,697,096 
Net income— — 126,613 — — — — — 126,613 
Other comprehensive loss, net of tax— — — (181,350)— — — — (181,350)
Cash dividends paid— — (54,814)— — — — — (54,814)
Distributions from deferred comp plans— 133 — — — — 447 (447)133 
Purchases of treasury stock— — — — (46,529)— — — (46,529)
Purchase of employee restricted shares to fund statutory tax withholding— — — — (1,013)— — — (1,013)
Stock option exercises— — — — — — — — — 
Allocation of ESOP shares— 878 — — — 2,434 — — 3,312 
Allocation of SAP shares— 7,389 — — — — — — 7,389 
Allocation of stock options— 148 — — — — — — 148 
Balance at September 30, 2022$832 $978,363 $886,332 $(174,487)$(127,145)$(12,910)$(3,537)$3,537 $1,550,985 
  
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.













6



PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders’ Equity
NineFor the three and nine months ended September 30, 2017 and 20162023 (Unaudited) (Continued)
(Dollars in Thousands)
For the three months ended September 30, 2023COMMON STOCKADDITIONAL PAID-IN CAPITALRETAINED EARNINGSACCUMULATED OTHER COMPREHENSIVE LOSSTREASURY STOCKUNALLOCATED ESOP SHARESCOMMON STOCK ACQUIRED BY DEFERRED COMP PLANSDEFERRED COMPENSATION PLANSTOTAL STOCKHOLDERS’ EQUITY
Balance at June 30, 2023832 986,150 954,403 (162,493)(127,818)(8,603)(3,150)3,150 1,642,471 
Net income— — 28,547 — — — — — 28,547 
Other comprehensive loss, net of tax— — — (32,563)— — — — (32,563)
Cash dividends paid— — (18,148)— — — — — (18,148)
Distributions from deferred comp plans— 36 — — — — 137 (137)36 
Purchases of treasury stock— — — — — — — — — 
Purchase of employee restricted shares to fund statutory tax withholding— — — — — — — — — 
Stock option exercises— — — — — — — — — 
Allocation of ESOP shares— (24)— — — 812 — — 788 
Allocation of SAP shares— 1,805 — — — — — — 1,805 
Allocation of stock options— 34 — — — — — — 34 
Balance at September 30, 2023$832 $988,001 $964,802 $(195,056)$(127,818)$(7,791)$(3,013)$3,013 $1,622,970 
For the nine months ended September 30, 2023COMMONSTOCKADDITIONAL
PAID-IN
CAPITAL
RETAINED EARNINGSACCUMULATED
OTHER
COMPREHENSIVE
LOSS
TREASURY
STOCK
UNALLOCATED
ESOP
SHARES
COMMON STOCK ACQUIRED BY DEFERRED COMP PLANSDEFERRED COMPENSATION PLANSTOTAL STOCKHOLDERS’ EQUITY
Balance at December 31, 2022$832 $981,138 $918,158 $(165,045)$(127,154)$(10,226)$(3,427)$3,427 $1,597,703 
Net income— — 101,086 — — — — — 101,086 
Other comprehensive loss, net of tax— — — (30,011)— — — — (30,011)
Cash dividends paid— — (54,875)— — — — — (54,875)
Cumulative effect of adopting Accounting Standards Update ("ASU") No. 2022-02, net of tax— — 433 — — — — — 433 
Distributions from deferred comp plans— 115 — — — — 414 (414)115 
Purchase of employee restricted shares to fund statutory tax withholding— — — — (1,671)— — — (1,671)
Stock option exercises— (217)— — 1,007 — — — 790 
Allocation of ESOP shares— 219 — — — 2,435 — — 2,654 
Allocation of SAP shares— 6,635 — — — — — — 6,635 
Allocation of stock options— 111 — — — — — — 111 
Balance at September 30, 2023$832 $988,001 $964,802 $(195,056)$(127,818)$(7,791)$(3,013)$3,013 $1,622,970 
  
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.

7





PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Nine months ended September 30, 20172023 and 20162022 (Unaudited)
(Dollars in Thousands)
Nine months ended September 30,
20232022
Cash flows from operating activities:
Net income$101,086 $126,613 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangibles8,835 9,845 
Provision charge for credit losses on loans and securities27,407 5,004 
Provision charge (benefit) for credit losses on off-balance sheet credit exposures1,624 (1,788)
Deferred tax benefit(2,332)(222)
Amortization of operating lease right-of-use assets7,890 8,006 
Income on Bank-owned life insurance(4,838)(3,978)
Net amortization of premiums and discounts on securities6,088 10,465 
Accretion of net deferred loan fees(6,653)(7,095)
Amortization of premiums on purchased loans, net170 234 
Originations of loans held for sale(12,227)(18,467)
Proceeds from sales of loans originated for sale13,056 16,978 
ESOP expense2,654 3,312 
Allocation of stock award expense6,635 7,389 
Allocation of stock option expense111 148 
Net gain on sale of loans(1,071)(1,306)
Net gain on securities transactions(37)(154)
Net gain on sale of premises and equipment(197)(22)
Net gain on sale of foreclosed assets(2,789)(8,590)
Increase in accrued interest receivable(3,838)(3,130)
Increase in other assets(23,596)(60,364)
Increase in other liabilities9,101 74,992 
Net cash provided by operating activities127,079 157,870 
Cash flows from investing activities:
Net increase in loans(420,331)(449,803)
Purchases of loans(7,876)(4,326)
Proceeds from sales of foreclosed assets3,485 16,188 
Proceeds from maturities, calls and paydowns of held to maturity debt securities28,576 62,597 
Purchases of investment securities held to maturity(11,978)(20,665)
Proceeds from maturities, calls and paydowns of available for sale debt securities146,965 227,975 
Purchases of available for sale debt securities(40,089)(279,395)
Proceeds from redemption of Federal Home Loan Bank stock151,472 89,244 
Purchases of Federal Home Loan Bank stock(184,168)(110,671)
BOLI claim benefits received2,347 — 
Proceeds from sales of premises and equipment62 22 
Purchases of premises and equipment(5,895)(7,879)
Net cash used in investing activities(337,430)(476,713)
Cash flows from financing activities:
Net decrease in deposits(421,625)(548,407)
Increase in mortgage escrow deposits5,614 5,183 
Cash dividends paid to stockholders(54,875)(54,814)
8


  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


Nine months ended September 30,
 Nine months ended September 30,20232022
 2017 2016
Purchases of treasury stock (443) (1,557)
Purchase of treasury stockPurchase of treasury stock— (46,529)
Purchase of employee restricted shares to fund statutory tax withholding (726) (1,161)Purchase of employee restricted shares to fund statutory tax withholding(1,671)(1,013)
Stock options exercised 2,534
 5,598
Stock options exercised790 — 
Proceeds from long-term borrowings 248,220
 291,653
Proceeds from long-term borrowings508,805 2,274,000 
Payments on long-term borrowings (345,387) (395,405)Payments on long-term borrowings(58,443)(1,826,556)
Net increase (decrease) in short-term borrowings 9,982
 (81,512)Net increase (decrease) in short-term borrowings234,517 (10,616)
Net cash (used in) provided by financing activities (84,819) 388,102
Net increase in cash and cash equivalents 4,486
 57,448
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities213,112 (208,752)
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents2,761 (527,595)
Cash and cash equivalents at beginning of period 144,297
 102,226
Cash and cash equivalents at beginning of period186,438 685,163 
Restricted cash at beginning of periodRestricted cash at beginning of period70 27,300 
Total cash, cash equivalents and restricted cash at beginning of periodTotal cash, cash equivalents and restricted cash at beginning of period186,508 712,463 
Cash and cash equivalents at end of period $148,783
 $159,674
Cash and cash equivalents at end of period189,199 183,068 
Restricted cash at end of periodRestricted cash at end of period70 1,800 
Total cash, cash equivalents and restricted cash at end of periodTotal cash, cash equivalents and restricted cash at end of period$189,269 $184,868 
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$143,223 $26,130 
Income taxes $27,411
 $25,546
Income taxes$38,861 $25,650 
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$15,131 $1,120 
See accompanying notes to unaudited consolidated financial statements.

9




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. (the "Company") and its wholly owned subsidiary, Provident Bank (the “Bank,” together with Provident Financial Services, Inc., the “Company”“Bank"). and its wholly owned subsidiaries.
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 loancredit losses the valuation of securities available for sale and the valuation of deferred tax assets areis a material estimatesestimate that areis 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 months ended September 30, 20172023 are not necessarily indicative of the results of operations that may be expected for all of 2017.2023.
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 inAdditionally, certain comparative balances on the interim unaudited consolidated financial statements have been reclassified to conform withto the current year classifications.year’s presentation.
These unaudited consolidated financial statements should be read in conjunction with the December 31, 20162022 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 months ended September 30, 20172023 and 20162022 (dollars in thousands, except per share amounts):
Three months ended September 30,
20232022
Net
Income
Weighted
Average
Common
Shares
Outstanding
Per
Share
Amount
Net
Income
Weighted
Average
Common
Shares
Outstanding
Per
Share
Amount
Net income$28,547 $43,421 
Basic earnings per share:
Income available to common stockholders$28,547 74,909,083 $0.38 $43,421 74,297,237 $0.58 
Dilutive shares5,122 96,143 
Diluted earnings per share:
Income available to common stockholders$28,547 74,914,205 $0.38 $43,421 74,393,380 $0.58 
10


  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, Nine months ended September 30,
 2017 2016 20232022
 
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$101,086 $126,613 
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$101,086 74,793,530 $1.35 $126,613 74,808,358 $1.69 
Dilutive shares   192,070
     182,658
   Dilutive shares23,076 88,135 
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$101,086 74,816,606 $1.35 $126,613 74,896,493 $1.69 
Anti-dilutive stock options and awards at September 30, 20172023 and 2016,2022, totaling 405,9581.2 million shares and 528,205921,834 shares, respectively, were excluded from the earnings per share calculations.
C. Loans Receivable and Allowance for Credit Losses
The impact of utilizing the current expected credit loss ("CECL") methodology approach to calculate the allowance for credit losses on loans is 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 nine months ended September 30, 2023, a worsened economic forecast and related deterioration in the projected commercial property price indices over the expected life of the loan portfolio within our CECL model led to increases to the provisions for credit losses and off-balance sheet credit exposures. See Notes 4 and 10 to the Consolidated Financial Statements for more information on the allowance for credit losses on loans and off-balance sheet credit exposures.
D. Goodwill
Goodwill represents the excess of the purchase price over the estimated fair value of identifiable net assets acquired through purchase acquisitions. In accordance with GAAP, goodwill with an indefinite useful life is not amortized, but is evaluated for impairment on an annual basis, or more frequently if events or changes in circumstances indicate potential impairment between annual measurement dates. Goodwill is analyzed for impairment at least once a year. As permitted by GAAP, the Company prepares a qualitative assessment in determining whether goodwill may be impaired. The factors considered in the assessment include macroeconomic conditions, industry and market conditions and overall financial performance of the Company, among others. The Company completed its most recent annual goodwill impairment test as of July 1, 2023. At September 30, 2023, the Company performed an analysis and concluded that no triggering events were identified and therefore a test for impairment between annual tests was not required.
Note 2. Business Combinations
Lakeland Bancorp, Inc. - Merger Agreement
On September 26, 2022, the Company entered into a definitive merger agreement pursuant to which it will merge (the “merger”) with Lakeland Bancorp, Inc. ("Lakeland"), and Lakeland Bank, a wholly owned subsidiary of Lakeland, will merge with and into Provident Bank, a wholly owned subsidiary of the Company. The merger agreement has been unanimously approved by the boards of both companies and shareholder approval has also been received for both companies. The actual value of the Company’s common stock to be recorded as consideration in the merger will be based on the closing price of Company’s common stock at the time of the merger completion date. Under the merger agreement, each share of Lakeland common stock will be exchanged for 0.8319 shares of the Company's common stock plus cash in lieu of fractional shares. Upon completion of the transaction, which remains subject to regulatory approvals and other closing conditions, Provident shareholders will own approximately 58% and Lakeland shareholders will own approximately 42% of the combined company. The combined company is expected to have more than $25 billion in total assets, $18 billion in total loans and $20 billion in total deposits.

11


Note 2.3. Investment Securities
At September 30, 2017,2023, the Company had $1.03$1.66 billion and $481.8$370.4 million in available for sale debt securities and held to maturity investmentdebt securities, respectively. Many factors, including lack of liquidity in the secondary market for certain securities, variations in pricing information, changes in interest rates, 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 saledebt securities in an unrealized loss position as ofat September 30, 20172023 totaled 253,1,065, compared with 419914 at December 31, 2016. All2022. The increase in the number of securities within an unrealized lossesloss position at September 30, 2017 were analyzed for other-than-temporary impairment. Based upon this analysis, the Company believes that as of September 30, 2017, such securities with unrealized losses do not represent impairments that are other-than-temporary.2023 was due to higher current market interest rates compared to rates at December 31, 2022.
Securities 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 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, 20172023 and December 31, 20162022 (in thousands):
September 30, 2023
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
U.S. Treasury obligations$276,364 — (31,037)245,327 
Agency obligations28,208 62 (22)28,248 
Mortgage-backed securities1,503,545 (240,409)1,263,144 
Asset-backed securities33,100 625 (211)33,514 
State and municipal obligations64,697 — (12,657)52,040 
Corporate obligations40,472 — (6,440)34,032 
$1,946,386 695 (290,776)1,656,305 
 
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, 2022
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
U.S. Treasury obligations$275,620 — (29,804)245,816 
Mortgage-backed securities1,636,913 209 (209,983)1,427,139 
Asset-backed securities37,706 278 (363)37,621 
State and municipal obligations67,706 — (10,842)56,864 
Corporate obligations40,540 50 (4,482)36,108 
$2,058,485 537 (255,474)1,803,548 
The amortized cost and fair value of investmentavailable for sale debt securities in the held to maturity portfolio at September 30, 20172023, 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, 2023
Amortized
cost
Fair
value
Due in one year or less$243,150 217,543 
Due after one year through five years83,964 70,558 
Due after five years through ten years54,419 43,298 
Due after ten years— — 
$381,533 331,399 
  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 securitiesInvestments which pay principal on a periodic basis totaling $475,000$1.56 billion at amortized cost and $492,000$1.32 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.
The following tables presentThere were no sales of securities from the fair valueavailable for sale debt securities portfolio for the three and gross unrealized losses for investment securities held to maturity with temporary impairment at nine months ended September 30, 20172023 and December 31, 2016 (in thousands):2022. For the three and nine months ended September 30, 2023, there were no proceeds from calls on
12


  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 uponsecurities in the review ofavailable for sale debt securities portfolio. For the held to maturitythree and nine months ended September 30, 2022, proceeds from calls on securities in the available for sale debt securities portfolio the Company believes that astotaled $5.4 million with gains of September 30, 2017, securities with unrealized loss positions shown above do not represent impairments that are other-than-temporary. The review$84,000 and $26,000 of the portfolio 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.losses recognized, respectively.
The number of held to maturityavailable for sale debt securities in an unrealized loss position at September 30, 20172023 totaled 171,474, compared with 332475 at December 31, 2016.2022. The decreasedecline in the number of securities in an unrealized loss position at September 30, 2017,2023 was due to a slight decrease in market interest rates from December 31, 2016maturities and a tighteningcalls of spreadssecurities in the municipal bond sector.quarter. All temporarily impaired investment securities in an unrealized loss position were investment grade at September 30, 2017.

2023.

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 September 30, 2023 and December 31, 2022 (in thousands):
September 30, 2023
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Treasury Obligations$1,135 — — 1,135 
Agency obligations12,098 — (897)11,201 
State and municipal obligations348,493 (25,905)322,590 
Corporate obligations8,724 — (568)8,156 
$370,450 (27,370)343,082 
December 31, 2022
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Agency obligations$9,997 — (1,033)8,964 
State and municipal obligations366,164 268 (13,015)353,417 
Corporate obligations11,789 (703)11,087 
$387,950 269 (14,751)373,468 
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 nine months ended September 30, 2023 and 2022. For the three and nine months ended September 30, 2023, proceeds from calls on securities in the held to maturity debt securities portfolio totaled $3.2 million and $9.8 million, respectively. As to these calls on securities, for the three months ended September 30, 2023, there were gross gains of $16,000 and gross losses of $3,000, while for the nine months ended September 30, 2023, gross gains totaled $45,000, with gross losses of $8,000. For the three and nine months ended September 30, 2022, proceeds from calls on securities in the held to maturity debt securities portfolio totaled $10.3 million and $36.4 million, respectively. As to these calls on securities, for the three months ended September 30, 2022, gross gains totaled $26,000, with gross losses of $29,000, while for the nine months ended September 30, 2022, gross gains totaled $129,000, with $33,000 of gross losses.
The amortized cost and fair value of investment securities in the held to maturity debt securities portfolio at September 30, 2023 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, 2023
Amortized
cost
Fair
value
Due in one year or less$30,561 30,363 
Due after one year through five years169,008 162,284 
Due after five years through ten years143,478 130,086 
Due after ten years27,403 20,349 
$370,450 343,082 
The allowance for credit losses on held to maturity debt securities at September 30, 2023 and December 31, 2022 was $34,000 and $27,000, respectively, and are excluded from amortized cost in the tables above.
13


The number of held to maturity debt securities in an unrealized loss position at September 30, 2023 totaled 591, compared with 439 at December 31, 2022. The increase in the number of securities in an unrealized loss position at September 30, 2023, was due to higher current market interest rates compared to rates at December 31, 2022.
Management measures expected credit losses 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 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 no credit losses. The majority of the state and municipal and corporate obligations carry credit ratings from the rating agencies at September 30, 2023 no lower than A and the Company had no securities rated BBB or worse by Moody’s Investors Service.
Credit Quality Indicators. The following table provides the amortized cost of held to maturity debt securities by credit rating at September 30, 2023 and December 31, 2022 (in thousands):
September 30, 2023
Total PortfolioAAAAAABBBNot RatedTotal
Treasury obligations$1,135 — — — — 1,135 
Agency obligations12,098 — — — — 12,098 
State and municipal obligations44,978 162,676 139,146 — 1,693 348,493 
Corporate obligations505 2,062 6,132 — 25 8,724 
$58,716 164,738 145,278 — 1,718 370,450 
December 31, 2022
Total PortfolioAAAAAABBBNot RatedTotal
Agency obligations$9,997 — — — — 9,997 
State and municipal obligations48,453 171,934 143,829 770 1,178 366,164 
Corporate obligations507 3,592 7,415 — 275 11,789 
$58,957 175,526 151,244 770 1,453 387,950 
Credit quality indicators are metrics that provide information regarding the relative credit risk of debt securities. At September 30, 2023, the held to maturity debt securities portfolio was comprised of 16% rated AAA, 44% rated AA, 39% 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, such as U.S. Government mortgage-backed securities, were grouped where possible under the credit rating of the issuer of the security.
14


Note 3.4. Loans Receivable and Allowance for LoanCredit Losses
Loans receivable at September 30, 20172023 and December 31, 20162022 are summarized as follows (in thousands):
  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
September 30, 2023December 31, 2022
Mortgage loans:
Commercial$4,411,099 4,316,185 
Multi-family1,790,039 1,513,818 
Construction667,462 715,494 
Residential1,167,570 1,177,698 
Total mortgage loans8,036,170 7,723,195 
Commercial loans2,340,080 2,233,670 
Consumer loans302,769 304,780 
Total gross loans10,679,019 10,261,645 
Premiums on purchased loans1,413 1,380 
Net deferred fees(12,820)(14,142)
Total loans$10,667,612 10,248,883 
The following tables summarize the aging of loans receivable by portfolio segment and class of loans excluding PCI loans (in thousands):
September 30, 2023
30-59 Days60-89 DaysNon-accrualRecorded
Investment
> 90 days
accruing
Total Past
Due
CurrentTotal Loans
Receivable
Non-accrual loans with no related allowance
Mortgage loans:
Commercial$— 587 11,667 — 12,254 4,398,845 4,411,099 8,676 
Multi-family5,473 — 2,258 — 7,731 1,782,308 1,790,039 2,258 
Construction— — 1,868 — 1,868 665,594 667,462 1,868 
Residential1,588 936 1,329 — 3,853 1,163,717 1,167,570 1,329 
Total mortgage loans7,061 1,523 17,122 — 25,706 8,010,464 8,036,170 14,131 
Commercial loans1,959 228 21,912 — 24,099 2,315,981 2,340,080 14,504 
Consumer loans1,207 168 495 — 1,870 300,899 302,769 495 
Total gross loans$10,227 1,919 39,529 — 51,675 10,627,344 10,679,019 29,130 
December 31, 2022
30-59 Days60-89 DaysNon-accrualRecorded
Investment
> 90 days
accruing
Total Past
Due
CurrentTotal Loans ReceivableNon-accrual loans with no related allowance
Mortgage loans:
Commercial$2,300 412 28,212 — 30,924 4,285,261 4,316,185 22,961 
Multi-family790 — 1,565 — 2,355 1,511,463 1,513,818 1,565 
Construction905 1,097 1,878 — 3,880 711,614 715,494 1,878 
Residential1,411 1,114 1,928 — 4,453 1,173,245 1,177,698 1,928 
Total mortgage loans5,406 2,623 33,583 — 41,612 7,681,583 7,723,195 28,332 
Commercial loans964 1,014 24,188 — 26,166 2,207,504 2,233,670 21,156 
Consumer loans885 147 738 — 1,770 303,010 304,780 739 
Total gross loans$7,255 3,784 58,509 — 69,548 10,192,097 10,261,645 50,227 
  September 30, 2017
  
30-59
Days
 
60-89
Days
 Non-accrual Recorded
Investment
> 90 days
accruing
 
Total Past
Due
 Current 
Total Loans
Receivable
Mortgage loans:              
Residential $5,973
 3,525
 8,820
 
 18,318
 1,138,993
 1,157,311
Commercial 608
 292
 8,070
 
 8,970
 2,013,606
 2,022,576
Multi-family 
 
 
 
 
 1,334,984
 1,334,984
Construction 
 
 
 
 
 324,692
 324,692
Total mortgage loans 6,581
 3,817
 16,890
 
 27,288
 4,812,275
 4,839,563
Commercial loans 1,870
 244
 17,523
 
 19,637
 1,689,205
 1,708,842
Consumer loans 2,307
 1,080
 2,035
 
 5,422
 475,840
 481,262
Total gross loans $10,758
 5,141
 36,448
 
 52,347
 6,977,320
 7,029,667
  December 31, 2016
  
30-59
Days
 
60-89
Days
 Non-accrual Recorded
Investment
> 90 days
accruing
 Total Past
Due
 Current 
Total Loans
Receivable
Mortgage loans:              
Residential $5,891
 6,563
 12,021
 
 24,475
 1,187,197
 1,211,672
Commercial 
 80
 7,493
 
 7,573
 1,970,996
 1,978,569
Multi-family 
 
 553
 
 553
 1,401,501
 1,402,054
Construction 
 
 2,517
 
 2,517
 262,297
 264,814
Total mortgage loans 5,891
 6,643
 22,584
 
 35,118
 4,821,991
 4,857,109
Commercial loans 1,656
 357
 16,787
 
 18,800
 1,611,644
 1,630,444
Consumer loans 2,561
 1,199
 3,030
 
 6,790
 509,965
 516,755
Total gross loans $10,108
 8,199
 42,401
 
 60,708
 6,943,600
 7,004,308


Included in loans receivable are loans for which the accrual of interest income has been discontinued due to deterioration in the financial condition of the borrowers. The principal amounts of these non-accrual loans were $36.4$39.5 million and $42.4$58.5 million at September 30, 20172023 and December 31, 2016,2022, respectively. Included in non-accrual loans were $9.1$6.4 million and $7.3$42.9 million of loans which were less than 90 days past due at September 30, 20172023 and December 31, 2016,2022, respectively. There were no loans 90 days or greater past due and still accruing interest at September 30, 2017 or2023 and December 31, 2016.2022.
15


The activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2023 and 2022 was as follows (in thousands):
Three months ended September 30,Mortgage loansCommercial loansConsumer loansTotal
2023
Balance at beginning of period$69,940 29,707 2,426 102,073 
Provision charge (benefit) to operations4,619 6,436 (55)11,000 
Recoveries of loans previously charged-off101 405 88 594 
Loans charged-off(3)(6,019)(82)(6,104)
Balance at end of period$74,657 30,529 2,377 107,563 
2022
Balance at beginning of period$55,064 21,387 2,566 79,017 
Provision charge to operations4,991 3,381 28 8,400 
Recoveries of loans previously charged-off167 1,421 129 1,717 
Loans charged-off— (410)(91)(501)
Balance at end of period$60,222 25,779 2,632 88,633 
Nine months ended September 30,Mortgage loansCommercial loansConsumer loansTotal
2023
Balance at beginning of period$58,218 27,413 2,392 88,023 
Cumulative effect of adopting Accounting Standards Update ("ASU") No. 2022-02(510)(43)(41)(594)
Provision charge (benefit) to operations17,573 9,898 (71)27,400 
Recoveries of loans previously charged-off107 706 347 1,160 
Loans charged-off(731)(7,445)(250)(8,426)
Balance at end of period$74,657 30,529 2,377 107,563 
2022
Balance at beginning of period$52,104 26,343 2,293 80,740 
Provision charge (benefit) charge to operations8,589 (3,734)145 5,000 
Recoveries of loans previously charged-off539 3,725 404 4,668 
Loans charged-off(1,010)(555)(210)(1,775)
Balance at end of period$60,222 25,779 2,632 88,633 
For the three and nine months ended September 30, 2023, the Company recorded an $11.0 million and a $27.4 million provision for credit losses on loans, respectively. The increase in provision was attributable to a worsened economic forecast and related deterioration in the projected commercial property price indices used in our CECL model. For the three months ended September 30, 2023, net charge-offs totaled $5.5 million, which was primarily attributable to one commercial loan. For the nine months ended September 30, 2023, net charge-offs totaled $7.3 million, which was primarily attributable to two commercial loans.





16



The following table summarizes the Company's gross charge-offs recorded during the three months ended September 30, 2023 by year of origination (in thousands):
20232022202120202019Prior to 2019Total Loans
Mortgage loans:
Residential$— — — — — 
Total mortgage loans— — — — — 
Commercial loans$— — — 5,000 — 1,019 6,019 
Consumer loans (1)
— — — — — 
Total gross loans$— — 5,000 — 1,022 6,029 
(1) Duringthe three months ended September 30, 2023, charge-offs on consumer overdraft accounts totaled $75,000, which are not included in the table above.
The following table summarizes the Company's gross charge-offs recorded during the nine months ended September 30, 2023 by year of origination (in thousands):
20232022202120202019Prior to 2019Total Loans
Mortgage loans:
Commercial$— — — — — 707 707 
Residential— — — — — 24 24 
Total mortgage loans— — — — — 731 731 
Commercial loans$— — — 5,000 — 2,445 7,445 
Consumer loans (1)
16 — — — — 13 29 
Total gross loans$16 — — 5,000 — 3,189 8,205 
(1) Duringthe nine months ended September 30, 2023, charge-offs on consumer overdraft accounts totaled $221,000, which are not included in the table above.
The Company defines an impaireda loan individually evaluated for impairment as a non-homogeneous loan greater than $1.0 million, for which, it is probable, based on current information, it is not expected to collect all amounts due under the contractual terms of the loan agreement will not be collected. Impairedagreement. At September 30, 2023, there were 18 loans also include alltotaling $30.4 million, compared to 10 loans modified as troubled debt restructurings (“TDRs”). totaling $42.8 million at December 31, 2022, that were individually evaluated for impairment.
A loanfinancial asset is deemedconsidered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be a TDR when a loan modification resulting in a concession is made in an effort to mitigate potential loss arising from a borrower’s financial difficulty. Smaller balance homogeneousprovided substantially through the sale or operation of the collateral. For all classes of loans including residential mortgages and other consumer loans, are evaluated collectively for impairment and are excluded fromdeemed collateral-dependent, the definition of impaired loans, unless modified as TDRs. The Company separately calculatesestimates expected credit losses based on the reserve for loan losses on impaired loans. The Company may recognize impairment of a loan based upon: (1) the present value of expected cash flows discounted at the effective interest rate; (2) if a loan is collateral dependent, thecollateral’s fair value less any selling costs. A specific allocation of collateral; or (3) the allowance for credit losses is established for each collateral-dependent loan with a carrying balance greater than the collateral’s fair value, ofless estimated selling costs. In most cases, the loan. Additionally, if impaired loans have risk characteristics in common, those loans may be aggregated and historical statistics may be used asCompany records a means of measuring those impaired loans.
partial charge-off to reduce the loan’s carrying value to the collateral’s fair value less estimated selling costs. The Company uses third-party appraisals to determine the fair value of the underlying collateral in its analysis of collateral dependent impairedcollateral-dependent loans. A third-party appraisal is generally ordered as soon as a loan is designated as a collateral dependent impairedcollateral-dependent loan and is updated annually, or more frequently if required.
A specific allocation of the allowance for loan losses is established for At each collateral dependent impaired loan with a carrying balance greater than the collateral’s fair value, less estimated costs to sell. Charge-offs are generally taken for the amount of the specific allocation when operations associated with the respective property cease and it is determined that collection of amounts due will be derived primarily from the disposition of the collateral. At eachfiscal quarter end, if a loan is designated as a collateral dependent impaired loancollateral-dependent and the third-party appraisal has not yet been received, an evaluation of all available collateral is made using the best information available at the time, including rent rolls, borrower financial statements and tax returns, prior appraisals, management’s knowledge of the market and collateral, and internally prepared collateral valuations based upon market assumptions regarding vacancy and capitalization rates, each as and where applicable. Once the appraisal is received and reviewed, the specific reserves are adjusted to reflect the appraised value.value and evaluated for charge offs. The Company believes there have been no significant time lapses in the recognition of changes in collateral values as a result ofresulting from this process.
At September 30, 2017, there were 145 impaired2023, the Company had collateral-dependent loans totaling $50.2 million. Included in this total were 126 TDRs related to 122 borrowers totaling $31.7with a fair value of $5.0 million that were performing in accordance with their restructured termssecured by business assets and which continued to accrue interest at September 30, 2017.$2.0 million secured by commercial real estate. At December 31, 2016, there were 141 impaired2022, the Company had collateral-dependent loans totaling $52.0with a fair value of $21.3 million. Included in this total were 114 TDRs to 110 borrowers totaling $29.9 secured by commercial real estate, $1.9 million that were performing in accordance with their restructured terms secured by business assets and which continued to accrue interest at December 31, 2016.
The following table summarizes loans receivable$800,000 secured by portfolio segment and impairment method, excluding PCI loans (in thousands):residential real estate.
17
 
September 30, 2017
 
Mortgage
loans

Commercial
loans

Consumer
loans

Total Portfolio
Segments
Individually evaluated for impairment
$28,578
 19,393
 2,210
 50,181
Collectively evaluated for impairment
4,810,985
 1,689,449
 479,052
 6,979,486
Total gross loans
$4,839,563
 1,708,842
 481,262
 7,029,667


 
December 31, 2016
 
Mortgage
loans

Commercial
loans

Consumer
loans

Total Portfolio
Segments
Individually evaluated for impairment
$29,551
 20,255
 2,213
 52,019
Collectively evaluated for impairment
4,827,558
 1,610,189
 514,542
 6,952,289
Total gross loans
$4,857,109
 1,630,444
 516,755
 7,004,308


The allowance for loan losses is summarized by portfolio segment and impairment classification as follows (in thousands):
 
September 30, 2017
 
Mortgage
loans

Commercial
loans

Consumer
loans

Total
Individually evaluated for impairment
$1,773
 1,028
 71
 2,872
Collectively evaluated for impairment
24,724
 30,423
 2,257
 57,404
Total gross loans
$26,497
 31,451
 2,328
 60,276
 
December 31, 2016
 
Mortgage
loans

Commercial
loans

Consumer
loans

Total
Individually evaluated for impairment
$1,986
 268
 80
 2,334
Collectively evaluated for impairment
27,640
 28,875
 3,034
 59,549
Total gross loans
$29,626
 29,143
 3,114
 61,883
Loan modifications to borrowers experiencing financial difficulties that are considered TDRs primarily involve lowering the monthly payments on such loans through either a reduction indifficulty may include interest rate below a market rate, an extension of the term of the loan without a corresponding adjustment to the risk premium reflected in the interest rate, or a combination of these two methods. These modifications generally do not result in the forgiveness ofreductions, principal or accrued interest.interest forgiveness, forbearance, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. In addition, the Companymanagement attempts to obtain additional collateral or guarantor support when modifying such loans. If the borrower has demonstrated performance under the previous terms and our underwriting process shows the borrower has the capacity to continue to perform under the restructured terms, the loan will continue to accrue interest. Non-accruing restructured loans may be returned to accrual status when there has been a sustained period of repayment performance (generally six consecutive months of payments) and both principal and interest are deemed collectible.
The following illustrates the most common loan modifications by loan classes offered by the Company that are required to be disclosed pursuant to the requirements of ASU 2022-02:
Loan ClassesModification types
CommercialTerm extension, interest rate reductions, payment delay, or combination thereof. These modifications extend the term of the loan, lower the payment amount, or otherwise delay payments during a defined period for the purpose of providing borrowers additional time to return to compliance with the original loan term.
Residential Mortgage/ Home EquityForbearance period greater than six months. These modifications require reduced or no payments during the forbearance period for the purpose of providing borrowers additional time to return to compliance with the original loan term. As well as, term extension and rate adjustment. These modifications extend the term of the loan and provides for an adjustment to the interest rate, which reduces the monthly payment requirement.
Automobile/ Direct InstallmentTerm extension greater than three months. These modifications extend the term of the loan, which reduces the monthly payment requirement.
Effective January 1, 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”), which eliminated the accounting guidance for troubled debt restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a modified retrospective basis. Upon adoption of this guidance, the Company no longer establishes a specific reserve for loan modifications to borrowers experiencing financial difficulty. Instead, these loan modifications are included in their respective pool and a historical loss rate is applied to the current loan balance to arrive at the quantitative and qualitative baseline portion of the allowance for credit losses. As a result, The Company recorded a $594,000 reduction to the allowance for credit losses, which resulted in a $433,000 cumulative effect adjustment increase, net of tax to retained earnings.
The following table presents the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2023 (in thousands):
For the three months ended September 30, 2023
Term ExtensionInterest Rate ReductionInterest Rate Reduction and Term Extension% of Total Class of Loans and Leases
Mortgage loans:
Multi-family$— — 1,508 0.08 %
Total mortgage loans— — 1,508 0.02 %
Total gross loans$— — 1,508 0.01 %
18


For the nine months ended September 30, 2023
Term ExtensionInterest Rate ReductionInterest Rate Reduction and Term Extension% of Total Class of Loans and Leases
Mortgage loans:
Multi-family$— — 1,508 0.08 %
Total mortgage loans— — 1,508 0.02 %
Commercial loans3,771 — 1,250 0.21 %
Total gross loans$3,771 — 2,758 0.06 %
The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three months ended September 30, 2023 (in thousands):
Weighted-Average Months of Term ExtensionWeighted-Average Rate Increase
Mortgage loans:
Multi-family22.23 %
Total mortgage loans22.23 %
Total gross loans22.23 %
The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the nine months ended September 30, 2023 (in thousands):
Weighted-Average Months of Term ExtensionWeighted-Average Rate Increase
Mortgage loans:
Multi-family22.23 %
Total mortgage loans22.23 %
Commercial loans100.20 %
Total gross loans90.61 %
There were no loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2023, that subsequently defaulted.
The following table presents the aging analysis of loan modifications made to borrowers experiencing financial difficulty during the three months ended September 30, 2023 (in thousands):
Current30-59 Days Past Due60-89 Days Past Due90 days or more Past DueNon- AccrualTotal
Mortgage loans:
Multi-family$1,508 — — — — 1,508 
Total mortgage loans1,508 — — — — 1,508 
Total gross loans$1,508 — — — — 1,508 




19


The following table presents the aging analysis of loan modifications made to borrowers experiencing financial difficulty during the nine months ended September 30, 2023 (in thousands):
Current30-59 Days Past Due60-89 Days Past Due90 days or more Past DueNon- AccrualTotal
Mortgage loans:
Multi-family$1,508 — — — — 1,508 
Total mortgage loans1,508 — — — — 1,508 
Commercial loans5,021 — — — — 5,021 
Total gross loans$6,529 — — — — 6,529 
Prior to our adoption of ASU 2022-02, we accounted for a modification to the contractual terms of a loan that resulted in granting a concession to a borrower experiencing financial difficulties as a TDR. However, our TDR accounting described herein was suspended for most of our loss mitigation activities through our election to account for certain eligible loss mitigation activities occurring between March 2020 and January 1, 2022 under the COVID-19 relief granted pursuant to the CARES Act and the Consolidated Appropriations Act of 2021. Effective January 1, 2023, we adopted ASU 2022-02, which eliminated TDR accounting prospectively for all restructurings occurring on or after January 1, 2023.
The following tables present the number of loans modified as TDRs during the three and nine months ended September 30, 2017 and 2016,2022, along with their balances immediately prior to the modification date and post-modification as of September 30, 2017 and 2016. There were no loans modified as TDRs during2022 (in thousands):
For the three months ended
September 30, 2022
Troubled Debt RestructuringsNumber of
Loans
Pre-Modification
Outstanding
Recorded 
Investment
Post-Modification
Outstanding
Recorded Investment
Consumer loans108 88 
Total restructured loans$108 88 

For the nine months ended
September 30, 2022
Troubled Debt RestructuringsNumber of
Loans
Pre-Modification
Outstanding
Recorded 
Investment
Post-Modification
Outstanding
Recorded Investment
Mortgage loans:
Residential$265 $204 
Multi-family1,618 1,583 
Total mortgage loans1,883 1,787 
Commercial loans378 273 
Consumer loans108 88 
Total restructured loans$2,369 $2,148 
During the three and nine months ended September 30, 2016.
 
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
 
 $
 $


  For the nine 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 7
 $3,436
 $3,202
 
 $
 $
Total mortgage loans 7
 3,436
 3,202
 
 
 
Commercial loans 1
 1,300
 1,210
 
 
 
Consumer loans 1
 70
 68
 
 
 
Total restructured loans 9
 $4,806
 $4,480
 
 $
 $
All TDRs are impaired loans, which are individually evaluated for impairment, as previously discussed. During the three and nine months ended September 30, 2017, $3.2 million and $4.4 million2022, $921,000 of charge-offs were recorded on collateral dependentcollateral-dependent impaired loans. There were no charge-offs recorded on collateral dependent impaired loans for the same periods last year. For the three and nine months ended September 30, 2017, the allowance forwas one loan losses associated with the TDRs presented in the preceding tables totaled $0 and $120,000, respectively, and were included in the allowance for loan losses for loans individually evaluated for impairment.
For the three and nine months ended September 30, 2017, the TDRs presented in the preceding tablestotaling $209,000 which had a weighted average modified interest rate of approximately 4.36% and 4.02%, respectively, compared to a weighted average rate of 4.33% and 3.93% prior to modification, respectively.
There were no payment defaultsdefault (90 days or more past due) for loansa loan modified as TDRsa TDR within the 12 month periodsperiod ending September 30, 2017and 2016.2023. For TDRs that subsequently default are considered collateral dependent impaired loans and are evaluated for impairment based ondefaulted, the estimated fair valueCompany determined the amount of the underlying collateral less expected selling costs.
PCI loans are loans acquired at a discount primarily due to deteriorated credit quality. As part of the May 30, 2014 acquisition of Team Capital, $5.2 million of the loans acquired were determined to be PCI loans. At the date of acquisition, PCI loans were accounted for at fair value, based upon the then present value of expected future cash flows, with no related allowance for loan losses. PCI loans totaled $1.0 million at September 30, 2017 and $1.3 million at December 31, 2016.
The following table summarizes the changes in the accretable yield for PCI loans during the three and nine months ended September 30, 2017 and 2016 (in thousands):
 Three months ended September 30, Nine months ended September 30,
 2017 2016 2017 2016
Beginning balance$158
 328
 200
 676
Accretion(154) (225) (299) (1,065)
Reclassification from non-accretable discount99
 209
 202
 701
Ending balance$103
 312
 103
 312


The activity in the allowance for loan losses by portfolio segmentthe respective loans in accordance with the accounting policy for the three and nine months ended September 30, 2017 and 2016 was as follows (in thousands):
Three months ended September 30,
Mortgage
loans

Commercial
loans

Consumer
loans

Total Portfolio
Segments

Unallocated
Total
2017











Balance at beginning of period
$28,826
 31,085
 2,951
 62,862
 
 62,862
Provision charged (credited) to operations
(2,301) 3,446
 (645) 500
 
 500
Recoveries of loans previously charged-off
4
 140
 291
 435
 
 435
Loans charged-off
(32) (3,220) (269) (3,521) 
 (3,521)
Balance at end of period
$26,497
 31,451
 2,328
 60,276
 
 60,276
             
2016











Balance at beginning of period
$31,634
 26,299
 3,000
 60,933
 
 60,933
Provision charged (credited) to operations
(1,599) 2,378
 221
 1,000
 
 1,000
Recoveries of loans previously charged-off
2
 68
 160
 230
 
 230
Loans charged-off
(383) (506) (186) (1,075) 
 (1,075)
Balance at end of period
$29,654
 28,239
 3,195
 61,088
 
 61,088
Nine months ended September 30, Mortgage
loans
 Commercial
loans
 Consumer
loans
 Total Portfolio
Segments
 Unallocated Total
2017            
Balance at beginning of period $29,626
 29,143
 3,114
 61,883
 
 61,883
Provision charged (credited) to operations (2,724) 6,840
 (416) 3,700
 
 3,700
Recoveries of loans previously charged-off 65
 671
 692
 1,428
 
 1,428
Loans charged-off (470) (5,203) (1,062) (6,735) 
 (6,735)
Balance at end of period $26,497
 31,451
 2,328
 60,276
 
 60,276
             
2016            
Balance at beginning of period $32,094
 25,829
 3,501
 61,424
 
 61,424
Provision charged (credited) to operations (2,294) 6,647
 (153) 4,200
 
 4,200
Recoveries of loans previously charged-off 575
 351
 697
 1,623
 
 1,623
Loans charged-off (721) (4,588) (850) (6,159) 
 (6,159)
Balance at end of period $29,654
 28,239
 3,195
 61,088
 
 61,088



The following table presentsallowance for credit losses on loans individually evaluated for impairmentimpairment.
20


As allowed by class and loan category, excluding PCICECL, loans (in thousands):
  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
Specific allocationsacquired by the Company that experience more-than-insignificant deterioration in credit quality after origination, are classified as Purchased Credit Deteriorated ("PCD") loans. At September 30, 2023, the balance of thePCD loans totaled $166.9 million with a related allowance for loancredit losses attributable to impairedof $1.5 million. The balance of PCD loans totaled $2.9 million at September 30, 2017 and $2.3 million at December 31, 2016. At September 30, 2017 and December 31, 2016, impaired loans for which there2022 was no$193.0 million with a related allowance for loancredit losses totaled $29.7 million and $31.8 million, respectively. The average balance of impaired loans for the nine months ended September 30, 2017 was $51.2$1.7 million.
The CompanyManagement utilizes an internal nine-point risk rating system to summarize its loan portfolio into categories with similar risk characteristics. Loans deemed to be “acceptable quality” are rated 1 through 4, with a rating of 1 established for loans with minimal risk. Loans that are deemed to be of “questionable quality” are rated 5 (watch) or 6 (special mention). Loans with adverse classifications (substandard, doubtful or loss) are rated 7, 8 or 9, respectively. Commercial mortgage, commercial, multi-family and construction loans are rated individually, and each lending officer is responsible for risk rating loans in their portfolio. These


risk ratings are then reviewed by the department manager and/or the Chief Lending Officer and by the Credit Department. The risk ratings are also confirmedreviewed periodically through periodic loan review examinations which are currently performed by an independent third-party. Reports by the independent third-party are presented directly to the Audit Committee of the Board of Directors.
LoansThe Company participated in the Paycheck Protection Program (“PPP”) through the United States Department of the Treasury and Small Business Administration. PPP loans were fully guaranteed by the SBA and were eligible for forgiveness by the SBA to the extent that the proceeds were used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of up to 24 weeks after the loan was made as long as certain conditions were met regarding employee retention and compensation levels. PPP loans deemed eligible for forgiveness by the SBA are to be repaid by the SBA to the Company. Eligibility ended for this program in May of 2021. PPP loans are included in our commercial loan portfolio. Under the PPP, the Company secured 2,067 PPP loans for its customers totaling $682.0 million. As of September 30, 2023, 2,054 PPP loans totaling $679.4 million were forgiven and repaid by the SBA. The balance of PPP loans at September 30, 2023 was $2.6 million.
The following table summarizes the Company's gross loans held for investment by year of origination and internally assigned credit grades as of September 30, 2023 and December 31, 2022 (in thousands):
Gross Loans Held for Investment by Year of Origination
at September 30, 2023
20232022202120202019Prior to 2019Revolving LoansRevolving loans to term loansTotal Loans
Commercial Mortgage
Special mention$— — — 2,693 7,829 30,424 4,985 — 45,931 
Substandard— — — 804 — 7,663 1,086 — 9,553 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — — 3,497 7,829 38,087 6,071 — 55,484 
Pass/Watch375,191 902,228 673,880 508,090 504,498 1,273,374 86,243 32,111 4,355,615 
Total commercial mortgage$375,191 902,228 673,880 511,587 512,327 1,311,461 92,314 32,111 4,411,099 
Multi-family
Special mention$— — — — — 9,555 — — 9,555 
Substandard— — — — — 3,153 — — 3,153 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — — — — 12,708 — — 12,708 
Pass/Watch244,713 170,119 219,988 293,764 231,678 609,460 5,992 1,617 1,777,331 
Total multi-family$244,713 170,119 219,988 293,764 231,678 622,168 5,992 1,617 1,790,039 
Construction
Special mention$— — — — 5,084 — — — 5,084 
Substandard— — — — 1,097 771 — — 1,868 
Doubtful— — — — — — — — — 
21


Gross Loans Held for Investment by Year of Origination
at September 30, 2023
20232022202120202019Prior to 2019Revolving LoansRevolving loans to term loansTotal Loans
Loss— — — — — — — — — 
Total criticized and classified— — — — 6,181 771 — — 6,952 
Pass/Watch16,828 303,723 250,777 70,086 3,652 13,434 2,010 660,510 
Total construction$16,828 303,723 250,777 70,086 9,833 14,205 — 2,010 667,462 
Residential (1)
Special mention$— — — — — 936 — — 936 
Substandard— — — — — 1,768 — — 1,768 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — — — — 2,704 — — 2,704 
Pass/Watch74,488 143,683 203,069 200,617 90,630 452,379 — — 1,164,866 
Total residential$74,488 143,683 203,069 200,617 90,630 455,083 — — 1,167,570 
Total Mortgage
Special mention$— — — 2,693 12,913 40,915 4,985 — 61,506 
Substandard— — — 804 1,097 13,355 1,086 — 16,342 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — — 3,497 14,010 54,270 6,071 — 77,848 
Pass/Watch711,220 1,519,753 1,347,714 1,072,557 830,458 2,348,647 92,235 35,738 7,958,322 
Total Mortgage$711,220 1,519,753 1,347,714 1,076,054 844,468 2,402,917 98,306 35,738 8,036,170 
Commercial
Special mention$— — — 2,973 50 17,034 7,640 — 27,697 
Substandard— — 28,166 9,504 1,783 9,797 23,178 524 72,952 
Doubtful— — — 1,903 — — — — 1,903 
Loss— — — — — — — — — 
Total criticized and classified— — 28,166 14,380 1,833 26,831 30,818 524 102,552 
Pass/Watch183,378 370,615 294,012 142,654 149,952 525,453 495,841 75,623 2,237,528 
Total commercial$183,378 370,615 322,178 157,034 151,785 552,284 526,659 76,147 2,340,080 
Consumer (1)
Special mention$— — — — 102 63 — 167 
Substandard— — — — — 400 90 494 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — — — 106 463 90 661 
Pass/Watch23,096 27,445 19,110 3,464 14,940 89,132 111,567 13,354 302,108 
Total consumer$23,096 27,445 19,112 3,464 14,940 89,238 112,030 13,444 302,769 
Total Loans
Special mention$— — 5,666 12,963 58,051 12,688 — 89,370 
Substandard— — 28,166 10,308 2,880 23,156 24,664 614 89,788 
Doubtful— — — 1,903 — — — — 1,903 
22


Gross Loans Held for Investment by Year of Origination
at September 30, 2023
20232022202120202019Prior to 2019Revolving LoansRevolving loans to term loansTotal Loans
Loss— — — — — — — — — 
Total criticized and classified— — 28,168 17,877 15,843 81,207 37,352 614 181,061 
Pass/Watch917,694 1,917,813 1,660,836 1,218,675 995,350 2,963,232 699,643 124,715 10,497,958 
Total gross loans$917,694 1,917,813 1,689,004 1,236,552 1,011,193 3,044,439 736,995 125,329 10,679,019 
(1) For residential and consumer loans, the Company assigns internal credit grades based on the delinquency status of each loan.

Gross Loans Held for Investment by Year of Origination
at December 31, 2022
20222021202020192018Prior to 2018Revolving LoansRevolving loans to term loansTotal Loans
Commercial Mortgage
Special mention$— — 3,071 26,809 52,509 14,740 — — 97,129 
Substandard— — — — 18,020 11,774 434 — 30,228 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — 3,071 26,809 70,529 26,514 434 — 127,357 
Pass/Watch951,367 630,584 567,448 546,474 218,620 1,164,854 94,716 14,765 4,188,828 
Total commercial mortgage$951,367 630,584 570,519 573,283 289,149 1,191,368 95,150 14,765 4,316,185 
Multi-family
Special mention$— — — — — 9,730 — — 9,730 
Substandard— — — — — 2,356 — — 2,356 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — — — — 12,086 — — 12,086 
Pass/Watch142,550 150,293 282,228 234,953 187,499 502,177 887 1,145 1,501,732 
Total multi-family$142,550 150,293 282,228 234,953 187,499 514,263 887 1,145 1,513,818 
Construction
Special mention$— — — — 19,728 905 — — 20,633 
Substandard— — — 2,197 777 — — — 2,974 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — — 2,197 20,505 905 — — 23,607 
Pass/Watch168,674 362,542 103,067 38,639 16,917 62 — 1,986 691,887 
Total construction$168,674 362,542 103,067 40,836 37,422 967 — 1,986 715,494 
Residential (1)
Special mention$— — — — — 1,114 — — 1,114 
23


Gross Loans Held for Investment by Year of Origination
at December 31, 2022
20222021202020192018Prior to 2018Revolving LoansRevolving loans to term loansTotal Loans
Substandard— — — — 264 4,417 — — 4,681 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — — — 264 5,531 — — 5,795 
Pass/Watch151,077 212,697 211,445 95,872 58,226 442,586 — — 1,171,903 
Total residential$151,077 212,697 211,445 95,872 58,490 448,117 — — 1,177,698 
Total Mortgage
Special mention$— — 3,071 26,809 72,237 26,489 — — 128,606 
Substandard— — — 2,197 19,061 18,547 434 — 40,239 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — 3,071 29,006 91,298 45,036 434 — 168,845 
Pass/Watch1,413,668 1,356,116 1,164,188 915,938 481,262 2,109,679 95,603 17,896 7,554,350 
Total Mortgage$1,413,668 1,356,116 1,167,259 944,944 572,560 2,154,715 96,037 17,896 7,723,195 
Commercial
Special mention$75 1,148 444 201 10,156 4,379 14,530 140 31,073 
Substandard— 7,605 10,230 4,391 3,561 13,734 7,604 364 47,489 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified75 8,753 10,674 4,592 13,717 18,113 22,134 504 78,562 
Pass/Watch377,662 320,334 162,175 161,150 87,396 522,798 492,717 30,876 2,155,108 
Total commercial$377,737 329,087 172,849 165,742 101,113 540,911 514,851 31,380 2,233,670 
Consumer (1)
Special mention$— — — — — 146 — — 146 
Substandard— — — 109 332 209 — 658 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified— — — 109 478 209 — 804 
Pass/Watch30,132 20,671 2,909 16,682 16,156 88,173 115,777 13,476 303,976 
Total consumer$30,132 20,671 2,917 16,682 16,265 88,651 115,986 13,476 304,780 
Total Loans
Special mention$75 1,148 3,515 27,010 82,393 31,014 14,530 140 159,825 
Substandard— 7,605 10,238 6,588 22,731 32,613 8,247 364 88,386 
Doubtful— — — — — — — — — 
Loss— — — — — — — — — 
Total criticized and classified75 8,753 13,753 33,598 105,124 63,627 22,777 504 248,211 
Pass/Watch1,821,462 1,697,121 1,329,272 1,093,770 584,814 2,720,650 704,097 62,248 10,013,434 
24


Gross Loans Held for Investment by Year of Origination
at December 31, 2022
20222021202020192018Prior to 2018Revolving LoansRevolving loans to term loansTotal Loans
Total gross loans$1,821,537 1,705,874 1,343,025 1,127,368 689,938 2,784,277 726,874 62,752 10,261,645 
(1) For residential and consumer loans, the Company assigns internal credit grades based on the delinquency status of each loan.
Note 5. Deposits
Deposits at September 30, 2023 and December 31, 2022 are summarized as follows (in thousands):
September 30, 2023December 31, 2022
Savings$1,200,377 1,438,583 
Money market2,217,493 2,542,160 
NOW3,467,712 3,186,926 
Non-interest bearing2,187,696 2,643,919 
Certificates of deposit1,068,121 751,436 
Total deposits$10,141,399 10,563,024 

Note 6. Borrowed Funds
Borrowed funds at September 30, 2023 and December 31, 2022 are summarized as follows (in thousands):
September 30, 2023December 31, 2022
Securities sold under repurchase agreements$79,967 98,000 
FHLB line of credit400,000 486,000 
FHLB advances1,542,282 753,370 
Total borrowed funds$2,022,249 1,337,370 
At September 30, 2023, FHLB advances were at fixed rates and mature between October 2023 and September 2027, and at December 31, 2022, FHLB advances were at fixed rates with maturities between January 2023 and July 2025. These advances are secured by loans receivable by credit quality risk rating indicator, excluding PCI loans,under a blanket collateral agreement.
Scheduled maturities of FHLB advances and overnight borrowings at September 30, 2023 are as follows (in thousands):
2023
Due in one year or less$1,133,477 
Due after one year through two years501,360 
Due after two years through three years82,445 
Due after three years through four years225,000 
Thereafter— 
Total FHLB advances and overnight borrowings$1,942,282 







25


 
At September 30, 2017
 
Residential
Commercial
mortgage

Multi-
family

Construction
Total
mortgages

Commercial
Consumer
Total loans
Special mention
$3,525
 19,437
 16
 
 22,978
 26,156
 1,080
 50,214
Substandard
8,820
 25,633
 
 
 34,453
 30,361
 2,034
 66,848
Doubtful

 
 
 
 
 771
 
 771
Loss

 
 
 
 
 
 
 
Total classified and criticized
12,345
 45,070
 16
 
 57,431
 57,288
 3,114
 117,833
Pass/Watch
1,144,966
 1,977,506
 1,334,968
 324,692
 4,782,132
 1,651,554
 478,148
 6,911,834
Total
$1,157,311
 2,022,576
 1,334,984
 324,692
 4,839,563
 1,708,842
 481,262
 7,029,667
                 
                 
 
At December 31, 2016
 
Residential
Commercial
mortgage

Multi-
family

Construction
Total
mortgages

Commercial
Consumer
Total loans
Special mention
$6,563
 25,329
 563
 
 32,455
 14,840
 1,242
 48,537
Substandard
12,021
 23,011
 553
 2,517
 38,102
 47,255
 2,940
 88,297
Doubtful

 
 
 
 
 
 
 
Loss

 
 
 
 
 
 
 
Total classified and criticized
18,584
 48,340
 1,116
 2,517
 70,557
 62,095
 4,182
 136,834
Pass/Watch
1,193,088
 1,930,229
 1,400,938
 262,297
 4,786,552
 1,568,349
 512,573
 6,867,474
Total
$1,211,672
 1,978,569
 1,402,054
 264,814
 4,857,109
 1,630,444
 516,755
 7,004,308

Note 4. Deposits
DepositsScheduled maturities of securities sold under repurchase agreements at September 30, 2017 and December 31, 20162023 are summarized as follows (in thousands):
2023
Due in one year or less$79,967 
Thereafter— 
Total securities sold under repurchase agreements$79,967 
The following tables set forth certain information as to borrowed funds for the periods ended September 30, 2023 and December 31, 2022 (in thousands):
Maximum
balance
Average
balance
Weighted average
interest rate
September 30, 2023
Securities sold under repurchase agreements$99,669 89,437 1.60 %
FHLB overnight borrowings500,000 243,943 5.16 
FHLB advances1,588,245 1,223,239 3.04 
December 31, 2022
Securities sold under repurchase agreements$125,506 113,550 0.38 %
FHLB overnight borrowings486,000 139,012 3.32 
FHLB advances753,370 503,713 0.85 
Securities sold under repurchase agreements include arrangements with deposit customers of the Bank to sweep funds into short-term borrowings. The Bank uses available for sale debt securities to pledge as collateral for the repurchase agreements.
At September 30, 2023 and December 31, 2022, available for sale debt securities pledged as collateral for repurchase agreements totaled $89.5 million and $116.5 million, respectively.
Interest expense on borrowings for the three and nine months ended September 30, 2023 amounted to $16.8 million and $38.3 million, respectively. Interest expense on borrowings for the three and nine months ended September 30, 2022 amounted to $2.5 million and $4.8 million, respectively.

  September 30, 2017 December 31, 2016
Savings $1,083,215
 1,099,020
Money market 1,539,064
 1,582,750
NOW 1,972,220
 1,871,298
Non-interest bearing 1,368,849
 1,349,378
Certificates of deposit 627,868
 651,183
Total deposits $6,591,216
 6,553,629
Note 5.7. Components of Net Periodic Benefit Cost
The Bank has a noncontributory defined benefit pension plan covering its full-time employees who had attained age 21 with at least one year of service as of April 1, 2003. The pension plan was frozen on April 1, 2003. All participants in the Plan are 100% vested. The pension plan’s assets are invested in investment funds and group annuity contracts currently managed by the Principal Financial Group and Allmerica Financial.


In addition to pension benefits, certain health care and life insurance benefits are currently made available to certain of the Bank’s retired employees. The costs of such benefits are accrued based on actuarial assumptions from the date of hire to the date the employee is fully eligible to receive the benefits. Effective January 1, 2003, eligibility for retiree health care benefits was frozen as to new entrants, and benefits were eliminated for employees with less than ten years of service as of December 31, 2002. Effective January 1, 2007, eligibility for retiree life insurance benefits was frozen as to new entrants and retiree life insurance benefits were eliminated for employees with less than ten years of service as of December 31, 2006.
Net periodic (increase)(benefit) increase cost for pension benefits and other post-retirement benefits for the three and nine months ended September 30, 2023 and 2022 includes the following components (in thousands):
26


Three months ended September 30,Nine months ended September 30,
Pension benefitsOther post-retirement benefitsPension benefitsOther post-retirement benefits
20232022202320222023202220232022
Service cost$— — $— — 21 
Interest cost302 214 150 111 906 642 450 333 
Expected return on plan assets(706)(864)— — (2,118)(2,592)— — 
Amortization of prior service cost— — — — — — — — 
Amortization of the net loss (gain)177 — (532)(326)531 — (1,598)(978)
Net periodic (decrease) increase in benefit cost$(227)(650)(379)(208)$(681)(1,950)(1,139)(624)
In its consolidated financial statements for the year ended December 31, 2022, the Company previously disclosed that it does not expect to contribute to the pension plan in 2023. As of September 30, 2023, no contributions have been made to the pension plan.
The changes in net periodic benefit cost for pension benefits and other post-retirement benefits for the three and nine months ended September 30, 2017 and 2016 includes the following components (in thousands):
 
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
In its consolidated financial statements for the year ended December 31, 2016, the Company previously disclosed that it does not expect to contribute to the pension plan in 2017. As of September 30, 2017, no contributions have been made to the pension plan.
The net periodic (increase) benefit cost for pension benefits and other post-retirement benefits for the three and nine months ended September 30, 20172023 were calculated using the actual January 1, 20172023 pension and other post-retirement benefits actuarial valuations.
Note 6.8. Impact of Recent Accounting Pronouncements

Accounting Pronouncements Adopted This Year
In August 2017,March 2022, the Financial Accounting Standards Board (“FASB”("FASB") issued Accounting Standards Update ("ASU") 2017-12,2022-02, "Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures," whichaddresses areas identified by the FASB as part of its post-implementation review of the credit losses standard (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan refinancing and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. For entities that have adopted ASU 2016-13, ASU 2022-02 was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption was permitted if an entity had adopted ASU 2016-13. The Company adopted this ASU on January 1, 2023 using the modified retrospective method for all financial assets measured at amortized cost. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be recorded with previously applicable GAAP. The Company recorded a $594,000 reduction to the allowance for credit losses, which resulted in a $433,000 cumulative effect adjustment increase, net of tax, to retained earnings.
In March 2022, the FASB issued Accounting Standards Update (ASU) 2022-01, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12)(Topic 815): Fair Value Hedging – Portfolio Layer Method. The purpose of this updated guidance is to betterfurther align a company’s financial reportingrisk management objectives with hedge accounting results on the application of the last-of-layer method, which was first introduced in ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for hedging activities with the economic objectives of those activities.Hedging Activities. ASU 2017-122022-01 is effective for public business entities for fiscal years beginning after December 15, 2018,2022, with early adoption including adoption in anthe interim period permitted. ASU 2017-12 requires a modified retrospective transition method in which the Company will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption. The Company is currently assessingadopted this standard on January 1, 2023 on a prospective basis, with no impact to the impact that the guidance will have on the Company’s consolidated financial statements.
In May 2017,March 2020, the FASB issued ASU 2017-09, “Compensation-Stock Compensation2020-04, "Reference Rate Reform (Topic 718): Scope848)," which provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of Modification Accounting”. This updatereference rate reform and that meet certain scope guidance: (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered "minor" so that any existing unamortized origination fees/costs would carry forward and continue to be amortized; and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or re-measurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides guidance about changes to terms or conditions of a share-based payment award which would require modificationnumerous optional expedients for derivative accounting. In particular, an entity is required to account for the effects of a modification if the fair value, vesting condition or the equity/liability classification of the modified award is not the same immediately before and after a change to the terms and conditions of the award. ASU 2017-09 is effective on a prospective basis for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company does not expect ASU 2017-09 to have a significant impact on the Company's consolidated financial statements.
In March 2017,addition, in January 2021, the FASB issued ASU 2017-08, “Receivables - Nonrefundable FeesNo. 2021-01 “Reference Rate Reform — Scope,” which clarified the scope of ASC 848 relating to contract modifications. The Company has reviewed all of its LIBOR-based products and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” This ASU shortens the amortization period for premiums on callable debt securities by requiring that premiumsall products have been adjusted to another index or are scheduled to be amortizedadjusted at their next repricing, as LIBOR ceased to be published after June 30,
27


2023. The Company adjusted its processes and procedures related to the first (or earliest) call date instead of as an adjustmentamendments and it did not have a material impact to the yield over the contractual life. This change more closely aligns the accounting with the economics of a callable debt securityCompany’s financial position and the amortization period with expectations that already are included in market pricing on callable debt securities. This ASU does not change the accounting for discounts on callable debt securities, which will continue to be amortized to the maturity date. This guidance includes only instruments that are held at a premiumresults and have explicit call features. It does not include instruments that contain prepayment features, such as mortgage backed securities; nor does it include call options that are contingent upon future events or in which the timing or amount to be paid is not fixed. The effective date for this ASU is fiscal years beginning after December 15, 2018, including interim periods within the reporting period, with early adoption permitted. Transition is on aoperations.



modified retrospective basis with an adjustment to retained earnings as of the beginning of the period of adoption. If early adopted in an interim period, adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. Note 9. Contingencies
The Company is currently assessinginvolved in various litigation and claims arising in the impactnormal course of business. Liabilities for loss contingencies arising from such litigation and claims are recorded when it is probable that the guidance will have on the Company’s consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Costa liability has been incurred and Net Periodic Post-retirement Benefit Cost", which requires that companies disaggregate the service cost component from other components of net benefit cost. This update calls for companies that offer post-retirement benefits to present the service cost, which is the amount an employer has to set aside each quarter or fiscal year to cover the benefits,can be reasonably estimated.
On May 2, 2022, a purported class action complaint was filed against Provident Bank in the same line item withSuperior Court of New Jersey, which alleges that Provident wrongfully assessed overdraft fees related to debit card transactions. The complaint asserts claims for breach of contract and breach of the covenant of good faith and fair dealing as well as an alleged violation of the New Jersey Consumer Fraud Act. Plaintiff seeks to represent a proposed class of all Provident Bank checking account customers who were charged overdraft fees on transactions that were authorized into a positive available balance. Plaintiff seeks unspecified damages, costs, attorneys’ fees, pre-judgment interest, an injunction, and other current employee compensation costs. Other components of net benefit cost will be presented inrelief as the income statement separately fromCourt deems proper for the service cost componentplaintiff and outside the subtotal of income from operations, if oneproposed class. Provident Bank denies the allegations and is presented. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.vigorously defending the matter. The Company does not expect ASU 2017-07 to have a significant impactparties had an initial mediation meeting on October 20, 2023, and the Company's consolidated financial statements.matter remains pending.
In January 2017,Although we are vigorously defending the FASB issued ASU 2017-04, “Simplifyinglitigation, the Test for Goodwill Impairment.” The main objectiveultimate outcome of this ASUlitigation described in this section, such as whether the likelihood of loss is to simplifyremote, reasonably possible, or probable, or if and when the accountingreasonably possible range of loss is estimable, is inherently uncertain. Therefore, if this matter was resolved against us, our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable, could be adversely affected.

Note 10. Allowance for goodwill impairment by requiring that impairment charges be based upon the first step in the current two-step impairment test under Accounting Standards Codification (ASC) 350. Currently, if the fair value of a reporting unit is lower than its carrying amount (Step 1), an entity calculates any impairment charge by comparing the implied fair value of goodwill with its carrying amount (Step 2). The implied fair value of goodwill is calculated by deducting the fair value of all assets and liabilities of the reporting unit from the reporting unit’s fair value as determined in Step 1. To determine the implied fair value of goodwill, entities estimate the fair value of any unrecognized intangible assets and any corporate-level assets or liabilities that were included in the determination of the carrying amount and fair value of the reporting unit in Step 1. Under ASU 2017-04, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. This standard eliminates the requirement to calculate a goodwill impairment charge using Step 2. ASU 2017-04 does not change the guidance on completing Step 1 of the goodwill impairment test. Under ASU 2017-04, an entity will still be able to perform the current optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. The standard will be applied prospectively and is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company does not expect ASU 2017-04 to have a significant impact on the Company's consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," a new standard which addresses diversity in practice related to eight specific cash flow issues: debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies), distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities will apply the standard’s provisions using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently assessing the impact that the guidance will have on the Company’s consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” The main objective of this ASU isOff-Balance Sheet Credit Exposures
Management analyzes the Company's exposure to provide financial statement users with more decision-useful information about the expected credit losses for both on-balance sheet and off-balance sheet activity using a consistent methodology for the quantitative framework as well as the qualitative framework. For purposes of estimating the allowance for credit losses for off-balance sheet credit exposures, the exposure that may default includes an estimated drawdown of unused credit based on financial instruments byhistorical credit utilization factors and current loss factors.
For the three and nine months ended September 30, 2023, the Company recorded a reporting entity at each reporting date.$1.5 million and a $1.6 million provision for credit losses for off-balance sheet credit exposures, respectively. For the three and nine months ended September 30, 2022, the Company recorded a $1.6 million provision for credit losses for off-balance sheet credit exposures and a $1.8 million provision benefit for credit losses for off-balance sheet credit exposures, respectively. The amendments$43,000 decrease in this ASU require financial assets measured at amortized costthe provision for the three months ended September 30, 2023, compared to be presented at the net amount expectedsame period in 2022, was primarily the result of the period-over-period relative change in line of credit utilization. The $3.4 million increase in the provision for the nine months ended September 30, 2023, compared to be collected. the nine months ended September 30, 2022, was primarily the result of the period-over-period relative change in line of credit utilization and an increase in loans approved and awaiting closing.
The allowance for credit losses would represent a valuation account that would be deducted from the amortized cost basis of the financial asset(s) to present the net carrying valuefor off-balance sheet credit exposures was $4.8 million at the amount expected to be collectedSeptember 30, 2023 and $3.2 million at December 31, 2022, and are included in other liabilities on the financial asset. The income statement would reflect the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses would be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity will be required to use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The amendments in ASU 2016-13 are effective for fiscal years, including interim periods, beginning after December 15, 2019. Early adoption of this ASU is permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating the potential impact of ASU 2016-13 on the consolidated financial statements. In that regard, the Company has formed a cross-functional working group, under the direction of the Chief Credit Officer, Chief Financial Officer and Chief Risk Officer. The working group is comprised of individuals from various functional areas including credit, risk management, finance and information technology, among others. The Company is currently developing an implementation plan


to include assessment of processes, portfolio segmentation, model development, system requirements and the identification of data and resource needs, among other things. Also, the Company is currently evaluating third-party vendor solutions to assist us in the application of the ASU 2016-13. The adoption of the ASU 2016-13 may result in an increase in the allowance for loan losses as a result of changing from an "incurred loss" model, which encompasses allowances for current known and inherent losses within the portfolio, to an "expected loss" model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. Furthermore, ASU 2016-13 will necessitate establishing an allowance for expected credit losses on debt securities. The Company is currently unable to reasonably estimate the impact of adopting ASU 2016-13, it is expected that the impact of adoption will be significantly influenced by the composition, characteristics and quality of our loan and securities portfolios as well as the prevailing economic conditions and forecasts as of the adoption date.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842).” This ASU requires all lessees to recognize a lease liability and a right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date. Lessor accounting remains largely unchanged under the new guidance. The guidance is effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period, with early adoption permitted. A modified retrospective approach must be applied for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently assessing the impact that the guidance will have on the Company's consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall: Recognition and MeasurementConsolidated Statements of Financial Assets and Liabilities." This ASU addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This amendment supersedes the guidance to classify equity securities with readily determinable fair values into different categories, requires equity securities, except equity method investments, to be measured at fair value with changes in the fair value recognized through net income, and simplifies the impairment assessment of equity investments without readily determinable fair values. The amendment requires public business entities that are required to disclose the fair value of financial instruments measured at amortized cost on the balance sheet to measure that fair value using the exit price notion. The amendment requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option. The amendment requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements. The amendment reduces diversity in current practice by clarifying that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available for sale securities in combination with the entity’s other deferred tax assets. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities should apply the amendment by means of a cumulative-effect adjustment as of the beginning of the fiscal year of adoption, with the exception of the amendment related to equity securities without readily determinable fair values, which should be applied prospectively to equity investments that exist as of the date of adoption. The Company is currently evaluating the impact that the guidance will have on the Company's consolidated financial statements.Condition.
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The objective of this amendment is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS. This update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are in the scope of other standards. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2017, and early adoption is permitted. Subsequently, the FASB issued the following standards related to ASU 2014-09: ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations;” ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing;” ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting;” and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” These amendments are intended to improve and clarify the implementation guidance of ASU 2014-09 and have the same effective date as the original standard. The Company's revenue is comprised of net interest income on interest earning assets and liabilities and non-interest income. The scope of guidance explicitly excludes net interest income as well as other revenues associated with financial assets and liabilities, including loans, leases, securities and derivatives. Accordingly, the majority of the Company's revenues will not be affected. The Company has formed a working group to guide implementation efforts including the identification of revenue within the scope of the guidance, as well as the evaluation of revenue contracts and the respective performance obligations within those contracts.  While the Company has not identified any material changes related to the timing or amount of revenue recognition, the Company will continue to evaluate disaggregation for significant categories of revenue in the scope of the guidance and the need for additional disclosures. The Company will adopt the standard in the first quarter of 2018 with a cumulative effect adjustment to opening retained earnings, if such adjustment is deemed to be significant.
Note 7.11. Fair Value Measurements

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The determination of fair values of financial instruments often requires the use of estimates. Where quoted market values in an active market are not readily available, the Companymanagement utilizes various valuation techniques to estimate fair value.
Fair value is an estimate of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. However, in many instances fair value estimates may not be substantiated by comparison to independent markets and may not be realized in an immediate sale of the financial instrument.
GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
28


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).
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The valuation techniques are based upon the unpaid principal balance only, and exclude any accrued interest or dividends at the measurement date. Interest income and expense and dividend income are recorded within the consolidated statements of income depending on the nature of the instrument using the effective interest method based on acquired discount or premium.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The valuation techniques described below were used to measure fair value of financial instruments in the table below on a recurring basis as of September 30, 20172023 and December 31, 2016.2022.
Securities Available for Sale Debt Securities, at Fair Value
For securities available for sale debt securities, fair value was estimated using a market approach. The majority of the Company’s securities are fixed income instruments that are not quoted on an exchange, but are traded in active markets. Prices for these instruments are obtained through third-party data service providers or dealer market participants with whichwhom the Company has historically transacted both purchases and sales of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing, a Level 2 input, is a mathematical technique used principally to value certain securities to benchmark or to comparable securities. The Company evaluates the quality of Level 2 matrix pricing through comparison to similar assets with greater liquidity and evaluation of projected cash flows. As the Companymanagement is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Companymanagement compares the prices received from the pricing service to a secondary pricing source. Additionally, the Companymanagement compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing services has generally not historically resulted in an adjustment in the prices obtained from the pricing service.
Equity Securities, at Fair Value
The Company also may holdholds equity securities and debt instruments issued by the U.S. government and U.S. government-sponsored agencies that are traded in active markets with readily accessible quoted market prices that are considered Level 1 inputs.
Derivatives
The Company records all derivatives on the statementstatements of financial condition at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. The Company has interest rate derivatives resulting from a service provided to certain qualified borrowers in a loan related transaction and,which, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. As such, all changes in fair value of the Company’s derivatives are recognized directly in earnings.

The Company also uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges, and which satisfy hedge accounting requirements, involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. These derivatives were used to hedge the variable cash outflows associated with FHLBNY borrowings.borrowings and brokered demand deposits. The effective portion of changeschange in the fair value of these derivatives areis recorded in accumulated other comprehensive income (loss), and areis subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of these derivatives are recognized directly intransactions affect earnings.
The fair value of the Company's derivatives areis determined using discounted cash flow analysis using observable market-based inputs, which are considered Level 2 inputs.
29


Assets Measured at Fair Value on a Non-Recurring Basis
The valuation techniques described below were used to estimate fair value of financial instruments measured on a non-recurring basis as of September 30, 20172023 and December 31, 2016.2022.
Collateral DependentCollateral-Dependent Impaired Loans
For loans measured for impairment based on the fair value of the underlying collateral, fair value was estimated using a market approach. The Company measures the fair value of collateral underlying impaired loans primarily through obtaining independent appraisals that rely upon quoted market prices for similar assets in active markets. These appraisals include adjustments, on an individual case-by-case basis, to comparable assets based on the appraisers’ market knowledge and experience, as well as adjustments for estimated costs to sell between 5% and 10%. The CompanyManagement classifies these loans as Level 3 within the fair value hierarchy.
Foreclosed Assets
Assets acquired through foreclosure or deed in lieu of foreclosure are carried at fair value, less estimated selling costs, which range between 5% and 10%. Fair value is generally based on independent appraisals that rely upon quoted market prices for similar assets in active markets. These appraisals include adjustments, on an individual case basis, to comparable assets based on the appraisers’ market knowledge and experience, and are classified as Level 3. When an asset is acquired, the excess of the loan balance over fair value less estimated selling costs is charged to the allowance for loancredit losses. A reserve for foreclosed assets may be established to provide for possible write-downs and selling costs that occur subsequent to foreclosure. Foreclosed assets are carried net of the related reserve. Operating results from real estate owned, including rental income, operating expenses, and gains and losses realized from the sales of real estate owned, are recorded as incurred.
There were no changes to the valuation techniques for fair value measurements as of September 30, 2017 and2023 or December 31, 2016.2022.

30


The following tables present the assets and liabilities reported on the consolidated statements of financial condition at their fair values as of September 30, 20172023 and December 31, 2016,2022, by level within the fair value hierarchy:hierarchy (in thousands):
Fair Value Measurements at Reporting Date Using:
September 30, 2023Quoted 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$245,327 245,327 — — 
Agency obligations28,248 — 28,248 — 
Mortgage-backed securities1,263,144 — 1,263,144 — 
Asset-backed securities33,514 — 33,514 — 
State and municipal obligations52,040 — 52,040 — 
Corporate obligations34,032 — 34,032 — 
Total available for sale debt securities1,656,305 245,327 1,410,978 — 
Equity securities1,210 1,210 — — 
Derivative assets151,103 — 151,103 — 
$1,808,618 246,537 1,562,081 — 
Derivative liabilities$129,271 — 129,271 — 
Measured on a non-recurring basis:
Loans measured for impairment based on the fair value of the underlying collateral$7,017 — — 7,017 
Foreclosed assets16,487 — — 16,487 
$23,504 — — 23,504 
 
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 Reporting Date Using:

Fair Value Measurements at Reporting Date Using:December 31, 2022Quoted Prices in Active  Markets for Identical Assets (Level 1)Significant Other Observable  Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(In thousands)
December 31, 2016
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:







Measured on a recurring basis:
Securities available for sale:







Available for sale debt securities:Available for sale debt securities:
U.S. Treasury obligations $8,008
 8,008
 
 
U.S. Treasury obligations$245,816 245,816 — — 
Agency obligations
57,188
 57,188
 
 
Mortgage-backed securities
951,861
 
 951,861
 
Mortgage-backed securities1,427,139 — 1,427,139 — 
Asset-backed securitiesAsset-backed securities37,621 — 37,621 — 
State and municipal obligations
3,743
 
 3,743
 
State and municipal obligations56,864 — 56,864 — 
Corporate obligations 19,037
 
 19,037
 
Corporate obligations36,108 — 36,108 — 
Equity securities
549
 549
 
 
Total securities available for sale
$1,040,386
 65,745
 974,641
 
Total available for sale debt securitiesTotal available for sale debt securities1,803,548 245,816 1,557,732 — 
Equity SecuritiesEquity Securities1,147 1,147 — — 
Derivative assets 7,441
 
 7,441
 
Derivative assets148,151 — 148,151 — 
 $1,047,827
 65,745
 982,082
 
$1,952,846 246,963 1,705,883 — 
        
Derivative liabilities $6,750
 
 6,750
 
Derivative liabilities$120,896 — 120,896 — 
        
Measured on a non-recurring basis:
       Measured on a non-recurring basis:
Loans measured for impairment based on the fair value of the underlying collateral
$11,001
 
 
 11,001
Loans measured for impairment based on the fair value of the underlying collateral$23,988 — — 23,988 
Foreclosed assets
7,991
 
 
 7,991
Foreclosed assets2,124 — — 2,124 


$18,992
 
 
 18,992
$26,112 — — 26,112 
There were no transfers between Level 1, Level 2 andinto or out of Level 3 during the three and nine months ended September 30, 2017.2023.

31


Other Fair Value Disclosures
The Company is required to disclose estimated fair value of financial instruments, both assets and liabilities onon- and offoff- the balance sheet, for which it is practicable to estimate fair value. The following is a description of valuation methodologies used for those assets and liabilities.
Cash and Cash Equivalents
For cash and due from banks, federal funds sold and short-term investments, the carrying amount approximates fair value. At September 30, 2023 and December 31, 2022, $70,000 was included in cash and cash equivalents, representing cash collateral pledged to secure loan level swaps, risk participation agreements and reserves required by banking regulations.
Investment Securities Held to Maturity Debt Securities
For investment securities held to maturity debt securities, fair value was estimated using a market approach. The majority of the Company’s securities are fixed income instruments that are not quoted on an exchange, but are traded in active markets. Prices for these instruments are obtained through third party data service providers or dealer market participants with whichwhom the Company has historically transacted both purchases and sales of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing, a Level 2 input, is a mathematical technique used principally to value certain securities to benchmark orto comparable securities. The CompanyManagement evaluates the quality of Level 2 matrix pricing through comparison to similar assets with greater liquidity and evaluation of projected cash flows. As the Companymanagement is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Companymanagement compares the prices received from the pricing service to a secondary pricing source. Additionally, the Companymanagement compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing services has generally not historically resulted in adjustment in the prices obtained from the pricing service. The Company also holds debt instruments issued by the U.S. government and U.S. government agencies that are traded in active markets with readily accessible quoted market prices that are considered Level 1 within the fair value hierarchy.
Federal Home Loan Bank of New York ("FHLBNY") Stock
The carrying value of FHLBNY stock wasis its cost. The fair value of FHLBNY stock is based on redemption at par value. The Company classifies the estimated fair value as Level 1 within the fair value hierarchy.
Loans
Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial mortgage, residential mortgage, commercial, construction and consumer. Each loan category is further segmented into fixed and adjustable rateadjustable-rate interest terms and into performing and non-performing categories. The fair value of performing loans was estimated using a combination of techniques, including a discounted cash flow model that utilizes a discount rate that reflects the Company’s current pricing for loans with similar characteristics and remaining maturity, adjusted by an amount for estimated credit losses inherent in the portfolio at the balance sheet date.date (i.e. exit pricing). The rates take into account the expected yield curve, as well as an adjustment for prepayment risk, when applicable. The Company classifies the estimated fair value of its loan portfolio as Level 3.
The fair value for significant non-performing loans was based on recent external appraisals of collateral securing such loans, adjusted for the timing of anticipated cash flows. The Company classifies the estimated fair value of its non-performing loan portfolio as Level 3.
Deposits
The fair value of deposits with no stated maturity, such as non-interest bearing demand deposits and savings deposits, was equal to the amount payable on demand and classified as Level 1. The estimated fair value of certificates of deposit was based on the discounted value of contractual cash flows. The discount rate was estimated using the Company’s current rates offered for deposits with similar remaining maturities. The Company classifies the estimated fair value of its certificates of deposit portfolio as Level 2.
32


Borrowed Funds
The fair value of borrowed funds was estimated by discounting future cash flows using rates available for debt with similar terms and maturities and is classified by the Company as Level 2 within the fair value hierarchy.

Commitments to Extend Credit and Letters of Credit
The fair value of commitments to extend credit and letters of credit was estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The Company classifies these commitments as Level 3 within the fair value estimates of commitments to extend credit and letters of credit are deemed immaterial.hierarchy.
Limitations
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.
Significant assets and liabilities that are not considered financial assets or liabilities include goodwill and other intangibles, deferred tax assets and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

The following tables present the Company’s financial instruments at their carrying and fair values as of September 30, 20172023 and December 31, 2016.2022. Fair values are presented by level within the fair value hierarchy.
33


   Fair Value Measurements at September 30, 2017 Using:Fair Value Measurements at September 30, 2023 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 valueFair valueQuoted 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$189,269 189,269 189,269 — — 
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 obligations245,327 245,327 245,327 — — 
Agency obligations 28,035
 28,035
 28,035
 
 
Agency obligations28,248 28,248 — 28,248 — 
Mortgage-backed securities 968,412
 968,412
 
 968,412
 
Mortgage-backed securities1,263,144 1,263,144 — 1,263,144 — 
Asset-backed securitiesAsset-backed securities33,514 33,514 — 33,514 — 
State and municipal obligations 3,807
 3,807
 
 3,807
 
State and municipal obligations52,040 52,040 — 52,040 — 
Corporate obligations 21,459
 21,459
 
 21,459
 
Corporate obligations34,032 34,032 — 34,032 — 
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:          
Total available for sale debt securitiesTotal available for sale debt securities$1,656,305 1,656,305 245,327 1,410,978 — 
Held to maturity debt securities, net of allowance for credit losses:Held to maturity debt securities, net of allowance for credit losses:
U.S. Treasury obligationsU.S. Treasury obligations1,135 1,135 1,135 — — 
Agency obligations 4,307
 4,252
 4,252
 
 
Agency obligations12,098 11,201 11,201 — — 
Mortgage-backed securities 475
 492
 
 492
 
State and municipal obligations 467,113
 475,759
 
 475,759
 
State and municipal obligations348,466 322,590 — 322,590 — 
Corporate obligations 9,950
 9,922
 
 9,922
 
Corporate obligations8,717 8,156 — 8,156 — 
Total securities held to maturity $481,845
 490,425
 4,252
 486,173
 
Total held to maturity debt securities, net of allowance for credit lossesTotal held to maturity debt securities, net of allowance for credit losses$370,416 343,082 12,336 330,746 — 
FHLBNY stock 70,896
 70,896
 70,896
 
 
FHLBNY stock101,250 101,250 101,250 — — 
Loans, net of allowance for loan losses 6,967,776
 6,955,183
 
 
 6,955,183
Equity SecuritiesEquity Securities1,210 1,210 1,210 — — 
Loans, net of allowance for credit lossesLoans, net of allowance for credit losses10,560,049 10,025,286 — — 10,025,286 
Derivative assets 8,035
 8,035
 
 8,035
 
Derivative assets151,103 151,103 — 151,103 — 
          
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$9,073,278 9,073,278 9,073,278 — — 
Certificates of deposit 627,868
 628,523
 
 628,523
 
Certificates of deposit1,068,121 1,065,195 — 1,065,195 — 
Total deposits $6,591,216
 6,591,871
 5,963,348
 628,523
 
Total deposits$10,141,399 10,138,473 9,073,278 1,065,195 — 
Borrowings 1,525,560
 1,530,444
 
 1,530,444
 
Borrowings2,022,249 2,003,575 — 2,003,575 — 
Subordinated debenturesSubordinated debentures10,646 9,166 — 9,166 — 
Derivative liabilities 7,595
 7,595
 
 7,595
 
Derivative liabilities129,271 129,271 — 129,271 — 
34


   Fair Value Measurements at December 31, 2016 Using:Fair Value Measurements at December 31, 2022 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 valueFair valueQuoted 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$186,508 186,508 186,508 — — 
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 obligations245,816 245,816 245,816 — — 
Agency obligations 57,188
 57,188
 57,188
 
 
Mortgage-backed securities 951,861
 951,861
 
 951,861
 
Mortgage-backed securities1,427,139 1,427,139 — 1,427,139 — 
Asset-backed securitiesAsset-backed securities37,621 37,621 — 37,621 — 
State and municipal obligations 3,743
 3,743
 
 3,743
 
State and municipal obligations56,864 56,864 — 56,864 — 
Corporate obligations 19,037
 19,037
 
 19,037
 
Corporate obligations36,108 36,108 — 36,108 — 
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:          
Total available for sale debt securitiesTotal available for sale debt securities$1,803,548 1,803,548 245,816 1,557,732 — 
Held to maturity debt securities:Held to maturity debt securities:
Agency obligations $4,306
 4,225
 4,225
 
 
Agency obligations$9,997 8,964 8,964 — — 
Mortgage-backed securities 893
 924
 
 924
 
State and municipal obligations 473,653
 474,852
 
 474,852
 
State and municipal obligations366,146 353,417 — 353,417 — 
Corporate obligations 9,331
 9,286
 
 9,286
 
Corporate obligations11,780 11,087 — 11,087 — 
Total securities held to maturity $488,183
 489,287
 4,225
 485,062
 
Total held to maturity debt securitiesTotal held to maturity debt securities$387,923 373,468 8,964 364,504 — 
FHLBNY stock 75,726
 75,726
 75,726
 
 
FHLBNY stock68,554 68,554 68,554 — — 
Loans, net of allowance for loan losses 6,941,603
 6,924,440
 
 
 6,924,440
Equity SecuritiesEquity Securities1,147 1,147 1,147 — — 
Loans, net of allowance for credit lossesLoans, net of allowance for credit losses10,160,860 9,768,460 — — 9,768,460 
Derivative assets 7,441
 7,441
 
 7,441
 
Derivative assets148,151 148,151 — 148,151 — 
          
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$9,811,588 9,811,588 9,811,588 — — 
Certificates of deposit 651,183
 653,772
 
 653,772
 
Certificates of deposit751,436 745,155 — 745,155 — 
Total deposits $6,553,629
 6,556,218
 5,902,446
 653,772
 
Total deposits$10,563,024 10,556,743 9,811,588 745,155 — 
Borrowings 1,612,745
 1,617,023
 
 1,617,023
 
Borrowings1,337,370 1,324,578 — 1,324,578 — 
Subordinated debenturesSubordinated debentures10,493 9,422 — 9,422 — 
Derivative liabilities 6,750
 6,750
 
 6,750
 
Derivative liabilities120,896 120,896 — 120,896 — 

35


Note 8.12. Other Comprehensive (Loss) Income (Loss)
The following table presents the components of other comprehensive income (loss), both gross and net of tax, for the three and nine months ended September 30, 20172023 and 20162022 (in thousands):
Three months ended September 30,
20232022
Before
Tax
Tax
Effect
After
Tax
Before
Tax
Tax
Effect
After
Tax
Components of Other Comprehensive Income:
Unrealized gains and losses on available for sale debt securities:
Net unrealized (losses) arising during the period$(42,784)11,560 (31,224)(91,930)24,637 (67,293)
Reclassification adjustment for gains included in net income— — — — — — 
Total(42,784)11,560 (31,224)(91,930)24,637 (67,293)
Unrealized gains and losses on derivatives (cash flow hedges):
Net unrealized gains arising during the period3,223 (871)2,3528,194 (2,196)5,998 
Reclassification adjustment for (gains) included in net income(4,700)1,270 (3,430)(1,580)423 (1,157)
Total(1,477)399 (1,078)6,614 (1,773)4,841 
Amortization related to post-retirement obligations(355)94 (261)(326)90 (236)
Total other comprehensive (loss)$(44,616)12,053 (32,563)(85,642)22,954 (62,688)
Nine months ended September 30,
20232022
Before
Tax
Tax
Effect
After
Tax
Before
Tax
Tax
Effect
After
Tax
Components of Other Comprehensive Income:
Unrealized gains and losses on available for sale debt securities:
Net unrealized (losses) arising during the period$(34,271)9,185 (25,086)(270,488)72,491 (197,997)
Reclassification adjustment for gains included in net income— — — (58)16 (42)
Total(34,271)9,185 (25,086)(270,546)72,507 (198,039)
Unrealized gains and losses on derivatives (cash flow hedges):
Net unrealized gains arising during the period7,380 (1,995)5,385 24,898 (6,673)18,225 
Reclassification adjustment for (gains) included in net income(13,043)3,524 (9,519)(1,077)289 (788)
Total(5,663)1,529 (4,134)23,821 (6,384)17,437 
Amortization related to post-retirement obligations(1,067)276 (791)(978)230 (748)
Total other comprehensive (loss)$(41,001)10,990 (30,011)(247,703)66,353 (181,350)
36


  Three months ended September 30,
  2017 2016
  
Before
Tax
 
Tax
Effect
 
After
Tax
 
Before
Tax
 
Tax
Effect
 
After
Tax
Components of Other Comprehensive Income:            
Unrealized gains and losses on securities available for sale:            
Net gains (losses) arising during the period $799
 (320) 479
 (2,575) 1,034
 (1,541)
Reclassification adjustment for gains included in net income 
 
 
 43
 (17) 26
Total 799
 (320) 479
 (2,532) 1,017
 (1,515)
Unrealized gains on derivatives (cash flow hedges) 90
 (36) 54
 384
 (154) 230
Amortization related to post-retirement obligations 61
 (25) 36
 236
 (95) 141
Total other comprehensive income (loss) $950
 (381) 569
 (1,912) 768
 (1,144)
  Nine months ended September 30,
  2017 2016
  Before
Tax
 Tax
Effect
 After
Tax
 Before
Tax
 Tax
Effect
 After
Tax
Components of Other Comprehensive Income:            
Unrealized gains and losses on securities available for sale:            
Net gains arising during the period $4,136
 (1,658) 2,478
 14,260
 (5,727) 8,533
Reclassification adjustment for gains included in net income 
 
 
 (54) 22
 (32)
Total 4,136
 (1,658) 2,478
 14,206
 (5,705) 8,501
Unrealized gains (losses) on derivatives (cash flow hedges) 177
 (71) 106
 (603) 242
 (361)
Amortization related to post-retirement obligations 183
 (78) 105
 635
 (255) 380
Total other comprehensive income $4,496
 (1,807) 2,689
 14,238
 (5,718) 8,520


The following tables present the changes in the components of accumulated other comprehensive income (loss), net of tax, for the three and nine months ended September 30, 20172023 and 20162022 (in thousands):
Changes in Accumulated Other Comprehensive (Loss) by Component, net of tax
for the three months ended September 30,
20232022
Unrealized
Losses on
Available for Sale Debt Securities
Post- Retirement
Obligations
Unrealized Gains on Derivatives (cash flow hedges)Accumulated
Other
Comprehensive
(Loss)
Unrealized Losses on
 Available for Sale Debt Securities
Post-  Retirement
Obligations
Unrealized Gains on Derivatives (cash flow hedges)Accumulated
Other
Comprehensive (Loss)
Balance at
June 30,
$(180,476)1,042 16,941 (162,493)(130,957)2,469 16,689 (111,799)
Current - period other comprehensive (loss)(31,224)(261)(1,078)(32,563)(67,293)(236)4,841 (62,688)
Balance at September 30,$(211,700)781 15,863 (195,056)(198,250)2,233 21,530 (174,487)
Changes in Accumulated Other Comprehensive (Loss) by Component, net of tax
for the nine months ended September 30,
20232022
Unrealized
Losses on
Available for Sale Debt Securities
Post-  Retirement
Obligations
Unrealized Gains on Derivatives (cash flow hedges)Accumulated
Other
Comprehensive
Income (Loss)
Unrealized Losses on
 Available for Sale Debt Securities
Post- Retirement
Obligations
Unrealized Gains on Derivatives (cash flow hedges)Accumulated
Other
Comprehensive Income (Loss)
Balance at December 31,$(186,614)1,572 19,997 (165,045)(211)2,981 4,093 6,863 
Current - period other comprehensive income (loss)(25,086)(791)(4,134)(30,011)(198,039)(748)17,437 (181,350)
Balance at September 30,$(211,700)781 15,863 (195,056)(198,250)2,233 21,530 (174,487)
37


  
Changes in Accumulated Other Comprehensive Income (Loss) by Component, net of tax
for the three months ended September 30,
  2017 2016
  
Unrealized
Gains on Securities
Available for 
Sale
 Post- Retirement
Obligations
 Unrealized gains on Derivatives (cash flow hedges) Accumulated
Other
Comprehensive
Income (Loss)
 
Unrealized
Gains on Securities
Available
 for 
Sale
 Post-  Retirement
Obligations
 Unrealized (losses) on Derivatives (cash flow hedges) Accumulated
Other
Comprehensive
Income (Loss)
Balance at
June 30,
 $1,489
 (2,987) 221
 (1,277) 13,967
 (6,185) (664) 7,118
Current period other comprehensive income (loss) 479
 36
 54
 569
 (1,515) 141
 230
 (1,144)
Balance at September 30, $1,968
 (2,951) 275
 (708) 12,452
 (6,044) (434) 5,974
  
Changes in Accumulated Other Comprehensive Income (Loss) by Component, net of tax
for the nine months ended September 30,
  2017 2016
  
Unrealized
Gains on Securities
Available for 
Sale
 Post-  Retirement
Obligations
 Unrealized gains on Derivatives (cash flow hedges) Accumulated
Other
Comprehensive
Income (Loss)
 
Unrealized
Gains on Securities
Available
 for 
Sale
 Post- Retirement
Obligations
 Unrealized (losses) on Derivatives (cash flow hedges) Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, $(510) (3,056) 169
 (3,397) 3,951
 (6,424) (73) (2,546)
Current period other comprehensive income (loss) 2,478
 105
 106
 2,689
 8,501
 380
 (361) 8,520
Balance at September 30, $1,968
 (2,951) 275
 (708) 12,452
 (6,044) (434) 5,974
The following tables summarize the reclassifications out offrom accumulated other comprehensive income(loss) to the consolidated statements of income for the three and nine months ended September 30, 20172023 and 20162022 (in thousands):
Reclassifications From Accumulated Other Comprehensive
Income ("AOCI")
Amount reclassified from AOCI for the three months ended September 30,Affected line item in the Consolidated
Statement of Income
20232022
Details of AOCI:
Available for sale debt securities:
Realized net gains on the sale of securities available for sale$— — Net gain on securities transactions
— — Income tax expense
$— — Net of tax
Cash flow hedges:
Realized net gains on derivatives$(4,700)(1,581)Interest expense
1,270 424 Income tax expense
$(3,430)(1,157)
Post-retirement obligations:
Amortization of actuarial gains$(355)(326)
Compensation and employee benefits (1)
94 90 Income tax expense
Total reclassification$(261)(236)Net of tax
Total reclassifications$(3,691)(1,393)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
20232022
Details of AOCI:
Available for sale debt securities:
Realized net gains on the sale of securities available for sale$— (58)Net gain on securities transactions
— 16 Income tax expense
$— (42)Net of tax
Cash flow hedges:
Realized net gains on derivatives$(13,043)(1,077)Interest expense
3,524 289 Income tax expense
$(9,519)(788)
Post-retirement obligations:
Amortization of actuarial gains$(1,067)(978)
Compensation and employee benefits (1)
276 230 Income tax expense
Total reclassification$(791)(748)Net of tax
Total reclassifications$(10,310)(1,578)Net of tax
(1)     This item is included in the computation of net periodic benefit cost. See Note 7. Components of Net Periodic Benefit Cost.

38
  Reclassifications From Accumulated Other Comprehensive
Income ("AOCI")
  Amount reclassified from AOCI for the three months ended September 30, Affected line item in the Consolidated
Statement of Income
  2017 2016 
Details of AOCI:      
Securities available for sale:      
Realized net losses on the sale of securities available for sale $
 (43) Net gain on securities transactions
  
 17
 Income tax expense
  
 (26) Net of tax
       
Post-retirement obligations:      
Amortization of actuarial losses 61
 236
 
Compensation and employee benefits (1)
  (25) (95) Income tax expense
  36
 141
 Net of tax
Total reclassifications $36
 115
 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 
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.



Note 9.13. Derivative and Hedging Activities
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through the management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities.
Non-designated Hedges. Derivatives not designated in qualifying hedging relationships are not speculative and result from a service the Company provides to certain qualified commercial borrowers in loan related transactions and,which, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The Company executesmay execute interest rate swaps with qualified commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. The interest rate swap agreement which the Company executes with the commercial borrower is collateralized by the borrower's commercial real estate financed by the Company. The collateral exceedsAs the maximum potential amount of future payments under the credit derivative. As theCompany has not elected to apply hedge accounting and these interest rate swaps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. At September 30, 20172023 and December 31, 2016,2022, the Company had 46152 loan related interest rate swaps with an aggregate notional amountamounts of $698.5 million$2.22 billion and 36$2.40 billion, respectively.
The Company periodically enters into risk participation agreements ("RPAs"), with the Company functioning as either the lead institution, or as a participant when another company is the lead institution on a commercial loan. These RPAs are entered into to manage the credit exposure on interest rate swapscontracts associated with an aggregate notional amount of $582.2 million, respectively,these loan participation agreements. Under the RPAs, the Company will either receive or make a payment in the event the borrower defaults on the related to this program.interest rate contract. The Company has minimum collateral posting thresholds with certain of its risk participation counterparties, and has posted collateral of $70,000 against the potential risk of default by the borrower under these agreements. For September 30, 2023 and December 31, 2022, the Company had 12 and 14 credit derivatives, resultingrespectively, with aggregate notional amounts of $143.3 million and $157.9 million, respectively, from participations in interest rate swaps provided to external lenders as part of these loan participation arrangements; therefore, they are not usedarrangements. At September 30, 2023, the asset and liability positions of these fair value credit derivatives totaled $9,000 and $4,000, respectively, compared to manage interest rate risk in the Company's assets or liabilities.$26,000 and $12,000, respectively, at December 31, 2022.
Cash Flow Hedges of Interest Rate Risk.The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable payment amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. 
The effective portion of changesChanges in the fair value of derivatives designated and that qualify as cash flow hedges of interest rate risk are recorded in accumulated other comprehensive (loss) income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three and nine months ended September 30, 20172023 and 2016,2022, such derivatives were used to hedge the variable cash outflows associated with Federal Home Loan Bank borrowings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the threeFHLBNY borrowings and nine months ended September 30, 2017 and 2016, the Company did not record any hedge ineffectiveness.brokered demand deposits.
Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt.borrowings or demand deposits. During the next twelve months, the Company estimates that $52,400$15.5 million will be reclassified as an increasea reduction to interest expense. As ofAt September 30, 2017,2023, the Company had two9 outstanding interest rate derivatives with an aggregate notional amount of $60.0$455.0 million that waswere each designated as a cash flow hedge of interest rate risk.risk, compared to 11 outstanding interest rate derivatives with an aggregate notional amount of $460.0 million, at December 31, 2022.
The table below presents the fair value of the Company’s derivativeAssets and liabilities relating to certain financial instruments, as well as their classification onincluding derivatives, may be eligible for offset in the Consolidated Statements of Financial Condition and/or subject to enforceable master netting arrangements or similar agreements. The Company does not offset asset and liabilities under such arrangements in the Consolidated Statements of Financial Condition.
The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s financial instruments that are eligible for offset in the Consolidated Statements of Condition at September 30, 20172023 and December 31, 20162022 (in thousands):.
39


 At September 30, 2017Fair Values of Derivative Instruments as of September 30, 2023
 Asset Derivatives Liability DerivativesAsset DerivativesLiability Derivatives
 Consolidated Statements of Financial Condition 
Fair
Value
 Consolidated Statements of Financial Condition 
Fair
Value
Notional AmountConsolidated Statements of Financial Condition
Fair
 value (2)
Notional AmountConsolidated Statements of Financial Condition
Fair
 value (2)
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$1,108,504 Other assets$131,113 1,108,504 Other liabilities131,203 
Credit contracts Other assets 2
 Other liabilities 
Credit contracts46,565 Other assets96,708 Other liabilities
Total derivatives not designated as a hedging instrument $7,577
 $7,595
Total derivatives not designated as a hedging instrument131,122 131,207 
    
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 products455,000 Other assets23,375 — Other liabilities— 
Total derivatives designated as a hedging instrument $458
 $
Total gross derivative amounts recognized on the balance sheetTotal gross derivative amounts recognized on the balance sheet154,497 131,207 
Gross amounts offset on the balance sheetGross amounts offset on the balance sheet— — 
Net derivative amounts presented on the balance sheetNet derivative amounts presented on the balance sheet$154,497 131,207 
Gross amounts not offset on the balance sheet:Gross amounts not offset on the balance sheet:
Financial instruments - institutional counterpartiesFinancial instruments - institutional counterparties$— — 
Cash collateral - institutional counterparties (1)
Cash collateral - institutional counterparties (1)
154,311 — 
Net derivatives not offsetNet derivatives not offset$186 131,207 
40


 At December 31, 2016Fair Values of Derivative Instruments as of December 31, 2022
 Asset Derivatives Liability DerivativesAsset DerivativesLiability Derivatives
 Consolidated Statements of Financial Condition 
Fair
Value
 Consolidated Statements of Financial Condition 
Fair
Value
Notional AmountConsolidated Statements of Financial Condition
Fair
 value (2)
Notional AmountConsolidated Statements of Financial Condition
Fair
 value (2)
Derivatives not designated as a hedging instrument:    Derivatives not designated as a hedging instrument:
Interest rate products Other assets $7,156
 Other liabilities $6,750
Interest rate products$1,198,191 Other assets$122,047 $1,198,191 Other liabilities122,378 
Credit contracts Other assets 3
 Other liabilities 
Credit contracts47,143 Other assets26 110,714 Other liabilities12 
Total derivatives not designated as a hedging instrument $7,159
 $6,750
Total derivatives not designated as a hedging instrument122,073 122,390 
    
Derivatives designated as a a hedging instrument:    
Derivatives designated as a hedging instrument:Derivatives designated as a hedging instrument:
Interest rate products Other assets $282
 Other liabilities $
Interest rate products460,000 Other assets29,119 — Other liabilities— 
Total derivatives designated as a hedging instrument $282
 $
Total gross derivative amounts recognized on the balance sheetTotal gross derivative amounts recognized on the balance sheet151,192 122,390 
Gross amounts offset on the balance sheetGross amounts offset on the balance sheet— — 
Net derivative amounts presented on the balance sheetNet derivative amounts presented on the balance sheet$151,192 122,390 
Gross amounts not offset on the balance sheet:Gross amounts not offset on the balance sheet:
Financial instruments - institutional counterpartiesFinancial instruments - institutional counterparties$— — 
Cash collateral - institutional counterparties (1)
Cash collateral - institutional counterparties (1)
149,800 — 
Net derivatives not offsetNet derivatives not offset$1,392 122,390 
(1) Cash collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The application of the cash collateral cannot reduce the net derivative position below zero. Therefore, excess cash collateral, if any, is not reflected above.
(2) The fair values related to interest rate products in the above net derivative tables show the total value of assets and liabilities, which include accrued interest receivable and accrued interest payable for the periods ended September 30, 2023 and December 31, 2022.
The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income during the three and nine months ended September 30, 20172023 and 20162022 (in thousands).
Gain (loss) recognized in income on derivatives for the three months ended
Consolidated Statements of IncomeSeptember 30, 2023September 30, 2022
Derivatives not designated as a hedging instrument:
Interest rate productsOther income$192 259 
Credit contractsOther income(8)(12)
Total$184 247 
Derivatives designated as a hedging instrument:
Interest rate productsInterest (benefit) expense$(4,670)(1,581)
Total$(4,670)(1,581)
41


    Gain (loss) recognized in Income on derivatives for the three months ended
  Consolidated Statements of Income September 30, 2017 September 30, 2016
Derivatives not designated as a hedging instrument:      
Interest rate products Other income (expense) $(36) $(95)
Credit contracts Other income (expense) 
 5
Total   $(36) $(90)
       
Derivatives designated as a hedging instrument:      
Interest rate products Other income (expense) $(59) $(129)
Total   $(59) $(129)
 Gain (loss) recognized in Income on derivatives for the nine months endedGain (loss) recognized in income on derivatives for the nine months ended
 Consolidated Statements of Income September 30, 2017 September 30, 2016Consolidated Statements of IncomeSeptember 30, 2023September 30, 2022
Derivatives not designated as a hedging instrument:    Derivatives not designated as a hedging instrument:
Interest rate products Other income (expense) $(428) $(1,060)Interest rate productsOther income$244 702 
Credit contracts Other income (expense) 1
 103
Credit contractsOther income(12)(47)
Total $(427) $(957)Total$232 655 
    
Derivatives designated as a hedging instrument:    Derivatives designated as a hedging instrument:
Interest rate products Other income (expense) $(166) $(366)Interest rate productsInterest (benefit) expense$(13,043)(1,077)
Total $(166) $(366)Total$(13,043)(1,077)
The Company has agreements with certain of its derivativedealer counterparties thatwhich contain a provision that if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declareddeemed in default on its derivative obligations.
In addition, the Company has agreements with certain of its derivativedealer counterparties thatwhich contain a provision that if the Company fails to maintain its status as a well/well or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

At September 30, 2023, the Company had four dealer counterparties. The Company had a net asset position with respect to all of its counterparties.

42


Note 14. Revenue Recognition
The Company generates revenue from several business channels. The guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606) does not apply to revenue associated with financial instruments, including interest income on loans and investments, which comprise the majority of the Company's revenue. For both the three and nine months ended September 30, 2023, the out-of-scope revenue related to financial instruments was 89.1% and 88.1% of the Company's total revenue, compared to 81.1% and 82.56% for the three and nine months ended September 30, 2022, respectively. Revenue-generating activities that are within the scope of Topic 606, are components of non-interest income. These revenue streams are generally classified into three categories: wealth management revenue, insurance agency income and banking service charges and other fees.
The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and nine months ended September 30, 2023 and 2022 (in thousands):
Three months ended September 30,Nine months ended September 30,
2023202220232022
Non-interest income
In-scope of Topic 606:
Wealth management fees$6,992 6,785 20,826 21,274 
Insurance agency income3,224 2,865 11,175 9,135 
Banking service charges and other fees:
Service charges on deposit accounts3,234 3,288 9,647 9,321 
Debit card and ATM fees745 756 2,210 2,372 
Total banking service charges and other fees3,979 4,044 11,857 11,693 
Total in-scope non-interest income14,195 13,694 43,858 42,102 
Total out-of-scope non-interest income5,125 14,751 17,003 27,421 
Total non-interest income$19,320 28,445 60,861 69,523 
Wealth management fee income represents fees earned from customers as consideration for asset management, investment advisory and trust services. The Company’s performance obligation is generally satisfied monthly and the resulting fees are recognized monthly. The fee is generally based upon the average market value of the assets under management ("AUM") for the month and the applicable fee rate. The monthly accrual of wealth management fees is recorded in other assets on the Company's Consolidated Statements of Financial Condition. Fees are received from the customer on a monthly basis. The Company does not earn performance-based incentives. To a lesser extent, optional services such as tax return preparation and estate settlement are also available to existing customers. The Company’s performance obligation for these transaction-based services are generally satisfied, and related revenue recognized, at either a point in time when the service is completed, or in the case of estate settlement, over a relatively short period of time, as each service component is completed.
Insurance agency income, consisting of commissions and fees, is generally recognized as of the effective date of the insurance policy. Commission revenues related to installment billings are recognized on the invoice date. Subsequent commission adjustments are recognized upon the receipt of notification from insurance companies concerning matters necessitating such adjustments. Profit-sharing contingent commissions are recognized when determinable, which is generally when such commissions are received from insurance companies, or when the Company receives formal notification of the amount of such payments.
Service charges on deposit accounts include account analysis fees and other deposit-related fees. These fees are generally transaction-based, or time-based services. The Company's performance obligation for these services are generally satisfied, and revenue recognized, at the time the transaction is completed, or the service rendered. Fees for these services are generally received from the customer either at the time of transaction, or monthly. Debit card and ATM fees are generally transaction-based. Debit card revenue is primarily comprised of interchange fees earned when a customer's Company card is processed through a card payment network. ATM fees are largely generated when a Company cardholder uses a non-Company ATM, or a non-Company cardholder uses a Company ATM. The Company's performance obligation for these services is satisfied when the service is rendered. Payment is generally received at the time of transaction or monthly.
43


Out-of-scope non-interest income primarily consists of Bank-owned life insurance and net fees on loan level interest rate swaps, along with gains and losses on the sale of loans and foreclosed real estate, loan prepayment fees and loan servicing fees. None of these revenue streams are subject to the requirements of Topic 606.
Note 15. Leases
The following table represents the consolidated statements of financial condition classification of the Company’s right-of use-assets and lease liabilities at September 30, 2023 and December 31, 2022 (in thousands):
ClassificationSeptember 30, 2023December 31, 2022
Lease Right-of-Use Assets:
Operating lease right-of-use assetsOther assets$59,031 60,577 
Lease Liabilities:
Operating lease liabilitiesOther liabilities$62,184 63,372 
The calculated amount of the right-of-use assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the right-of-use asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception based upon the term of the lease. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was applied.
All of the leases in which the Company is the lessee are classified as operating leases and are primarily comprised of real estate properties for branches and administrative offices with terms extending through 2040.
At September 30, 2023, the weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases were 8.1 years and 2.72%, respectively.
The following tables represent lease costs and other lease information for the Company's operating leases. The variable lease cost primarily represents variable payments such as common area maintenance and utilities (in thousands):
Three months ended September 30, 2023Three months ended September 30, 2022
Lease Costs
Operating lease cost$2,633 2,613 
Variable lease cost778 667 
Total lease cost$3,411 3,280 

Nine months ended September 30, 2023Nine months ended September 30, 2022
Lease Costs
Operating lease cost$7,890 8,006 
Variable lease cost2,500 2,103 
Total lease cost$10,390 10,109 

Cash paid for amounts included in the measurement of lease liabilities:Nine months ended September 30, 2023Nine months ended September 30, 2022
Operating cash flows from operating leases$7,346 6,328 

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Future minimum payments for operating leases with initial or remaining terms of one year or more as of September 30, 2017, the termination value of derivatives in a net liability position, which includes accrued interest, was $2.5 million. The Company has minimum collateral posting thresholds with certain of its derivative counterparties, and has posted collateral of $3.1 million against its obligations under these agreements. If the Company had breached any of these provisions at September 30, 2017, it could have been required to settle its obligations under the agreements at the termination value.2023, were as follows (in thousands):
Operating leases
Twelve months ended:
Remainder of 2023$2,558 
202410,020 
20259,540 
20268,647 
20277,813 
Thereafter30,775 
Total future minimum lease payments69,353 
Amounts representing interest7,169 
Present value of net future minimum lease payments$62,184 

Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements
Certain statements contained herein are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.1934, as amended. Such forward-looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” "project," "intend," “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those set forth in Item 1A of the Company's Annual Report on Form 10-K, oras supplemented by its Quarterly Reports on Form 10-Q, and those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, the effects of the recent turmoil in the banking industry (including the closing of three financial institutions), changes in accounting policies and practices that may be adopted by the regulatory agencies and the accounting standards setters, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, potential goodwill impairment, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets, and the availability of and costs associated with sources of liquidity.liquidity, the ability to complete, or any delays in completing, the pending merger between the Company and Lakeland; any failure to realize the anticipated benefits of the transaction when expected or at all; certain restrictions during the pendency of the transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the merger and integration of the companies; and the impact of a potential shutdown of the federal government.
The Company cautions readers not to place undue reliance on any such forward-looking statements which speak only as of the date they are made. The Company also advises readers that the factors listed above could affect the Company’sCompany's financial performance and could cause the Company’sCompany's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not haveassume any obligationduty, and does not undertake, to update any forward-looking statements to reflect any subsequent events or circumstances after the date of this statement.
Lakeland Bancorp, Inc. Merger Agreement
On September 26, 2022, the Company entered into a definitive merger agreement pursuant to which it will merge (the “merger”) with Lakeland Bancorp, Inc. ("Lakeland"), and Lakeland Bank, a wholly owned subsidiary of Lakeland, will merge with and into Provident Bank, a wholly owned subsidiary of the Company. The merger agreement has been unanimously approved by the boards of both companies and shareholder approval has also been received for both companies. The actual value of the Company’s common stock to be recorded as consideration in the merger will be based on the closing price of Company’s common stock at the time of the merger completion date. Under the merger agreement, each share of Lakeland common stock will be exchanged for 0.8319 shares of the Company's common stock plus cash in lieu of fractional shares.
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Upon completion of the transaction, which remains subject to regulatory approvals and other closing conditions, Provident shareholders will own approximately 58% and Lakeland shareholders will own approximately 42% of the combined company. The combined company is expected to have more than $25 billion in total assets, $18 billion in total loans and $20 billion in total deposits.
Critical Accounting Policies
The Company considers certain accounting policies to be critically important to the fair presentation of its financial condition and results of operations. These policies require management to make complex judgments on matters which by their nature have elements of uncertainty. The sensitivity of the Company’s consolidated financial statements to these critical accounting policies, and the assumptions and estimates applied, could have a significant impact on its financial condition and results of operations. These assumptions, estimates and judgments made by management can be influenced by a number of factors, including the general economic environment. The Company has identified the following as critical accounting policies:
Adequacy of the allowance for loancredit losses
Goodwill valuation and analysis for impairment
Valuation of securities available for sale and impairment analysis
Valuation of deferred tax assets
The calculation of the allowance for loan losses is on loans as a critical accounting policy of the Company. policy.
The allowance for loancredit losses is a valuation account that reflects management’s evaluation of the probablecurrent expected credit losses in the loan portfolio. The Company maintains the allowance for loancredit losses through provisions for loancredit losses that are charged to income. Charge-offs against the allowance for loancredit losses are taken on loans where management determines that the collection of loan principal and interest is unlikely. Recoveries made on loans that have been charged-off are credited to the allowance for loancredit losses.
Management's evaluation of the adequacyThe calculation of the allowance for credit losses is a critical accounting policy of the Company. Management estimates the allowance balance using relevant available information, from internal and external sources, related to past events, current conditions, and a reasonable and supportable forecast. Historical credit loss experience for both the Company and peers provides the basis for the estimation of expected credit losses, where observed credit losses are converted to probability of default rate (“PDR”) curves through the use of segment-specific loss given default (“LGD”) risk factors that convert default rates to loss severity based on industry-level, observed relationships between the two variables for each segment, primarily due to the nature of the underlying collateral. These risk factors were assessed for reasonableness against the Company’s own loss experience and adjusted in certain cases when the relationship between the Company’s historical default and loss severity deviate from that of the wider industry. The historical PDR curves, together with corresponding economic conditions, establish a quantitative relationship between economic conditions and loan performance through an economic cycle.
Using the historical relationship between economic conditions and loan performance, management’s expectation of future loan performance is incorporated using an externally developed economic forecast. This forecast is applied over a period that management has determined to be reasonable and supportable. Beyond the period over which management can develop or source a reasonable and supportable forecast, the model will revert to long-term average economic conditions using a straight-line, time-based methodology. The Company's current forecast period is six quarters, with a four-quarter reversion period to historical average macroeconomic factors. The Company's economic forecast is approved by the Company's Asset-Liability Committee.
The allowance for credit losses includesis measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk characteristics exist. The respective quantitative allowance for each loan segment is measured using an econometric, discounted PDR/LGD modeling methodology in which distinct, segment-specific multi-variate regression models are applied to an external economic forecast. Under the discounted cash flows methodology, expected credit losses are estimated over the effective life of the loans by measuring the difference between the net present value of modeled cash flows and amortized cost basis. Contractual cash flows over the contractual life of the loans are the basis for modeled cash flows, adjusted for modeled defaults and expected prepayments and discounted at the loan-level effective interest rate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies at the reporting date: management has a reasonable expectation that a modification will be executed with an individual borrower; or when an extension or renewal option is included in the original contract and is not unconditionally cancellable by the Company. Management will assess the likelihood of the option being exercised by the borrower and appropriately extend the maturity for modeling purposes.
The Company considers qualitative adjustments to credit loss estimates for information not already captured in the quantitative component of the loss estimation process. Qualitative factors are based on portfolio concentration levels, model imprecision, changes in industry conditions, changes in the Company’s loan review process, changes in the Company’s loan policies and procedures, and economic forecast uncertainty.
One of all loans on which the collectabilitymost significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate expected credit losses over the forecast period. As of principal may not be reasonably assured. For residential mortgage and consumer loans, this is determined primarily by delinquency status. For commercial real estate and commercial loans,September 30, 2023, the model
46


incorporated Moody’s baseline economic forecast, as adjusted for qualitative factors, as well as an extensive review of financialclassified loans and loans that were classified as impaired with a specific reserve assigned to those loans. This baseline outlook reflected a worsened economic forecast and related deterioration in the projected commercial property price indices used in our CECL model and resulted in recorded provisions of $11.0 million and $27.4 million for the three and nine months ended September 30, 2023, and a coverage ratio of 101 basis points. The Company applied qualitative adjustments to the projected commercial property price indices to account for differences in portfolio collateral composition versus the commercial real estate index and regional performance payment historydifferences compared with the national multi-family index used in our CECL model. Had the Company used the unadjusted baseline outlooks for the commercial property and multi-family property price indices over the expected lives of Commercial Real Estate and Multi-family loan portfolios, the provision would have increased by $8.5 million, resulting in a coverage ratio of 109 basis points.
Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Management developed segments for estimating loss based on type of borrower and collateral valueswhich is conductedgenerally based upon federal call report segmentation. The segments have been combined or sub-segmented as needed to ensure loans of similar risk profiles are appropriately pooled. As of September 30, 2023, the portfolio and class segments for the Company’s loan portfolio were:
Mortgage Loans – Residential, Commercial Real Estate, Multi-Family and Construction
Commercial Loans – Commercial Owner Occupied and Commercial Non-Owner Occupied
Consumer Loans – First Lien Home Equity and Other Consumer
The allowance for credit losses on a quarterly basis.loans individually evaluated for impairment is based upon loans that have been identified through the Company’s normal loan monitoring process. This process includes the review of delinquent and problem loans at the Company’s Delinquency, Credit, Credit Risk Management and Allowance Committees; or which may be identified through the Company’s loan review process. Generally, the Company only evaluates loans individually for impairment if the loan is non-accrual, non-homogeneous and the balance is at least $1.0 million.
As partFor all classes of loans deemed collateral-dependent, the Company estimates expected credit losses based on the fair value of the evaluation ofcollateral less any selling costs. If the adequacy ofloan is not collateral dependent, the allowance for loancredit losses each quarter management prepares an analysisrelated to individually assessed loans is based on discounted expected cash flows using the loan’s initial effective interest rate.
For loans acquired that categorizeshave experienced more-than-insignificant deterioration in credit quality since their origination are considered PCD loans. The Company evaluates acquired loans for deterioration in credit quality based on any of, but not limited to, the entire loan portfolio by certain risk characteristics such as loan type (residential mortgage, commercial mortgage, construction, commercial, etc.) and loan risk rating.
When assigning a risk rating to a loan, management utilizes a nine point internal risk rating system. Loans deemed to be “acceptable quality” are rated 1 through 4, with a rating of 1 established for loans with minimal risk. Loans deemed to be of “questionable


quality” are rated 5 (watch) or 6 (special mention). Loans with adverse classifications (substandard, doubtful or loss) are rated 7, 8 or 9, respectively. Commercial mortgage, commercial and construction loans are rated individually and each lending officer is responsible for risk rating loans in their portfolio. Thesefollowing: (1) non-accrual status; (2) modification designation; (3) risk ratings of special mention, substandard or doubtful; (4) watchlist credits; and (5) delinquency status, including loans that are then reviewed bycurrent on acquisition date, but had been previously delinquent. At the department manager and/or the Chief Lending Officer and the Credit Department. The risk ratings are also confirmed through periodic loan review examinations, which are currently performed byacquisition date, an independent third party, and periodically by the Credit Committee in theestimate of expected credit renewal or approval process. In addition, the Bank requires an annual review be performed for commercial and commercial real estate loans above certain dollar thresholds, depending on loan type, to help determine the appropriate risk rating.
Management estimates the amount of loan losses is made for groups of PCD loans by applying quantitative loss factorswith similar risk characteristics and individual PCD loans without similar risk characteristics. Subsequent to loan segments at the risk rating level, and applying qualitative adjustments to each loan segment atacquisition date, the portfolio level. Quantitative loss factors give consideration to historical loss experience by loan typeinitial allowance for credit losses on PCD loans will increase or decrease based upon an appropriate look back period and adjusted for a loss emergence period. Quantitative loss factors are evaluated at least annually. Management completed its annual evaluation of the quantitative loss factors for the quarter ended September 30, 2017. Qualitative adjustments give consideration to other qualitative or environmental factors such as trends and levels of delinquencies, impaired loans, charge-offs, recoveries and loan volumes, as well as national and local economic trends and conditions. Qualitative adjustments reflect riskson future evaluations, with changes recognized in the loan portfolio not captured by the quantitative loss factors and, as such, are evaluated from a risk level perspective relative to the risk levels present over the look back period. Qualitative adjustments are evaluated at least quarterly. The reserves resulting from the application of both of these sets of loss factors are combined to arrive at the allowanceprovision for loancredit losses.
Management believes the primary risks inherent in the portfolio are a general decline in the economy, a decline in real estate market values, rising unemployment or a protracted period of elevated unemployment, increasing vacancy rates in commercial investment properties and possible increases in interest rates in the absence of economic improvement. Any one or a combination of these events may adversely affect borrowers’ ability to repay the loans, resulting in increased delinquencies, loancredit losses and futurehigher levels of provisions. Accordingly, the Company has provided for loan losses at the current level to address the current risk in its loan portfolio. Management considers it important to maintain the ratio of the allowance for loancredit losses to total loans at an acceptable level given current and forecasted economic conditions, interest rates and the composition of the portfolio.
Although management believes that the Company has established and maintained the allowance for loancredit losses at appropriate levels, additions may be necessary if future economic and other conditions differ substantially from the current operating environment.environment and economic forecast. Management evaluates its estimates and assumptions on an ongoing basis giving consideration to forecasted economic factors, historical loss experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances.factors. Such estimates and assumptions are adjusted when facts and circumstances dictate. Illiquid credit markets, volatile securities markets, and declines in the housing and commercial real estate markets and the economy generally have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. In addition, various regulatory agencies periodically review the adequacy of the Company’s allowance for loancredit losses as an integral part of their examination process. Such agencies may require the Company to recognize additions to the allowance or additional write-downs based on their judgments about information available to them at the time of their examination. Although management uses the best information
47


available, the level of the allowance for loancredit losses remains an estimate that is subject to significant judgment and short-term change.
Additional critical accounting policies relateThe CECL approach to judgments about other asset impairments, including goodwill, investment securitiescalculate the allowance for credit losses on loans is significantly influenced by the composition, characteristics and deferred tax assets. Goodwill is evaluated for impairment on an annual basis, or more frequently if events or changes in circumstances indicate potential impairment between annual measurement dates.
Management qualitatively determines whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing Step 1quality of the goodwill impairment test. If an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would be required to perform Step 1 of the assessment and then, if needed, Step 2 to determine whether goodwill is impaired. However, if it is more likely than not that the fair value of the reporting unit is more than its carrying amount, the entity does not need to apply the two-step impairment test. For this analysis, the Reporting Unit is definedCompany’s loan portfolio, as well as the Bank, which includes all coreprevailing economic conditions and retail banking operations of the Company but excludes the assets, liabilities, equity, earnings and operations held exclusively at the Company level. The guidance provides certain factors an entity should consider in its qualitative assessment in determining whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The factors include:forecast utilized.
Macroeconomic conditions, such as deterioration in economic condition and limited accessMaterial changes to capital.
Industry and market considerations, such as increased competition, regulatory developments and decline in market-dependent multiples.


Cost factors, such as increased labor costs, cost of materialsthese and other operating costs.
Overall financial performance, such as declining cash flowsrelevant factors creates greater volatility to the allowance for credit losses, and decline in revenue ortherefore, greater volatility to the Company’s reported earnings.
Other relevant entity-specific events, such as changes in management, strategy or customers, litigation For the three and contemplation of bankruptcy.
Reporting unit events, such as selling or disposing a portion of a reporting unitnine months ended September 30, 2023, the provision for credit losses on loans totaled $11.0 million and $27.4 million, compared to an $8.4 million and a change in composition of assets.
Management may, based upon its qualitative assessment, or at its option, perform the two-step process to evaluate the potential impairment of goodwill. If, based upon Step 1, the fair value of the Reporting Unit exceeds its carrying amount, goodwill of the Reporting Unit is considered not impaired. However, if the carrying amount of the Reporting Unit exceeds its fair value, an additional test must be performed. The second step test compares the implied fair value of the Reporting Unit’s goodwill with the carrying amount of that goodwill. An impairment loss would be recorded to the extent that the carrying amount of goodwill exceeds its implied fair value.
The Company completed its annual goodwill impairment test as of September 30, 2017. Based upon its qualitative assessment of goodwill, the Company concluded it is more likely than not that the fair value of the reporting unit exceeds its carrying amount, goodwill was not impaired and no further quantitative analysis (Step 1) was warranted.
The Company’s available$5.0 million provision for sale securities portfolio is carried at estimated fair value, with any unrealized gains orcredit losses net of taxes, reported as accumulated other comprehensive income or loss in Stockholders’ Equity. Estimated fair values are based on market quotations or matrix pricing as discussed in Note 7 to the consolidated financial statements. Securities which the Company has the positive intent and ability to hold to maturity are classified as held to maturity and carried at amortized cost. Management conducts a periodic review and evaluation of the securities portfolio to determine if any declines in the fair values of securities are other-than-temporary. In this evaluation, if such a decline were deemed other-than-temporary, management would measure the total credit-related component of the unrealized loss, and recognize that portion of the loss as a charge to current period earnings. The remaining portion of the unrealized loss would be recognized as an adjustment to accumulated other comprehensive income. The fair value of the securities portfolio is significantly affected by changes in interest rates. In general, as interest rates rise, the fair value of fixed-rate securities decreases and as interest rates fall, the fair value of fixed-rate securities increases. The Company determines if it has the intent to sell these securities or if it is more likely than not that the Company would be required to sell the securities before the anticipated recovery. If either exists, the entire decline in value is considered other-than-temporary and would be recognized as an expense in the current period. In its evaluations, the Company did not recognize an other-than-temporary impairment charge on securities for the three and nine months ended September 30, 20172022. The increases in provision for both periods was primarily attributable to a worsened economic forecast and 2016.related deterioration in the projected commercial property price indices used in our CECL model.
The determination of whether deferred tax assets will be realizable is predicated on the reversal of existing deferred tax liabilities, utilization against carryback years and estimates of future taxable income. Such estimates are subject to management’s judgment. A valuation allowance is established when management is unable to conclude that it is more likely than not that it will realize deferred tax assets based on the nature and timing of these items. The Company did not require a valuation allowance at September 30, 2017 and December 31, 2016.
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 20172023 AND DECEMBER 31, 20162022
Total assets at September 30, 2017 totaled $9.502023 were $14.09 billion, a $5.3$303.4 million decreaseincrease from December 31, 2016.2022. The declineincrease in total assets was primarily due to a $23.2$418.7 million increase in total loans, partially offset by a $132.0 million decrease in total investments, a $5.5investments.
The Company’s loan portfolio increased $418.7 million decrease in premises and equipment and a $2.3 million decrease in foreclosed assets, partially offset by a $24.6 million increase in total loans.
Total loans increased $24.6 million, or 0.4%, to $7.03$10.67 billion at September 30, 2017,2023, from $7.00$10.25 billion at December 31, 2016.2022. For the nine months ended September 30, 2017,2023, loan originations,funding, including advances on lines of credit, totaled $2.56 billion.$2.53 billion, compared with $3.05 billion for the same period in 2022. During the nine months ended September 30, 2017,2023, the loan portfolio had net increases of $78.1$276.2 million in multi-family loans, $106.4 million in commercial loans $59.9 million in construction loans and $44.0$94.9 million in commercial mortgage loans, partially offset by net decreases of $67.1 million in multi-family mortgage loans, $54.4 million inconstruction, residential mortgage and consumer loans of $48.0 million, $10.1 million and $35.5$2.0 million, in consumer loans.respectively. Commercial loans, consisting of commercial real estate, multi-family, commercial and construction loans, represented 76.7%86.2% of the loan portfolio at September 30, 2017,2023, compared to 75.3%85.6% at December 31, 2016.2022.
The Company participates in loans originated by other banks, including participations designated as Shared National Credits (“SNCs”). The Company’s gross commitments and outstanding balances as a participant in SNCs were $311.3$172.7 million and $214.1$67.0 million, respectively, at September 30, 2017. No SNCs were2023, compared to $203.9 million and $87.3 million, respectively, at December 31, 2022. One SNC relationship, with an outstanding balance of $7.3 million (which represents approximately a 6% share of the total facility commitment) was 90 days or more delinquent at September 30, 2017.2023.
The Company had outstanding junior lien mortgages totaling $209.2$140.1 million at September 30, 2017.2023. Of this total, 22two loans totaling $1.3 million$237,900 were 90 days or more delinquent. These loans were allocated total loss reservesdelinquent with an allowance for credit losses of $238,000.$4,633.


The following table sets forth information regarding the Company’s non-performing assets as of September 30, 20172023 and December 31, 20162022 (in thousands):


September 30, 2017
December 31, 2016September 30, 2023December 31, 2022
Mortgage loans:



Mortgage loans:
Residential
$8,820
 12,021
Residential$1,329 1,928 
Commercial
8,070
 7,493
Commercial11,667 28,212 
Multi-family

 553
Multi-family2,258 1,565 
Construction

 2,517
Construction1,868 1,878 
Total mortgage loans
16,890
 22,584
Total mortgage loans17,122 33,583 
Commercial loans
17,523
 16,787
Commercial loans21,912 24,188 
Consumer loans
2,035
 3,030
Consumer loans495 738 
Total non-performing/non-accrual loans
36,448
 42,401
Total non-performing/accruing loans - 90 days or more delinquent 
 
Total non-performing loans 36,448
 42,401
Total non-performing loans39,529 58,509 
Foreclosed assets
5,703
 7,991
Foreclosed assets16,487 2,124 
Total non-performing assets
$42,151
 50,392
Total non-performing assets$56,016 60,633 
The following table sets forth information regarding the Company’s 60-89 day delinquent loans as of September 30, 20172023 and December 31, 20162022 (in thousands):
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 September 30, 2017 December 31, 2016September 30, 2023December 31, 2022
Mortgage loans:    Mortgage loans:
Residential $3,525
 6,563
Residential$936 1,114 
Commercial 292
 80
Commercial587 412 
Total mortgage loans 3,817
 6,643
Total mortgage loans1,523 2,623 
Commercial loans 244
 357
Commercial loans228 1,014 
Consumer loans 1,080
 1,199
Consumer loans168 147 
Total 60-89 day delinquent loans $5,141
 8,199
Total 60-89 day delinquent loans$1,919 3,784 
At September 30, 2017,2023, the Company’s allowance for credit losses related to the loan losses totaled $60.3 million, or 0.86%portfolio was 1.01% of total loans, compared to 0.88% at December 31, 2022 and September 30, 2022, respectively. The Company recorded a provision for credit losses on loans of $11.0 million and $27.4 million for the three and nine months ended September 30, 2023, compared with $61.9a provision of $8.4 million and $5.0 million for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2023, the Company had net charge-offs of $5.5 million and $7.3 million, respectively, compared to net recoveries of $1.2 million and net recoveries of $2.9 million, respectively, for the same periods in 2022. The allowance for credit losses increased $19.5 million to $107.6 million at September 30, 2023 from $88.0 million at December 31, 2022. The increases in provision for both periods was primarily attributable to a worsened economic forecast and related deterioration in the projected commercial property price indices used in our CECL model.
Total non-performing loans were $39.5 million, or 0.88%0.37% of total loans at September 30, 2023, compared to $58.5 million, or 0.57% of total loans at December 31, 2016. Total non-performing loans were $36.4 million, or 0.52% of total loans at September 30, 2017, compared to $42.4 million, or 0.61% of total loans at December 31, 2016.2022. The $6.0$19.0 million decrease in non-performing loans consisted of a $3.2$16.5 million decrease in non-performing commercial mortgage loans, a $2.3 million decrease in non-performing commercial loans, a $599,000 decrease in non-performing residential mortgage loans and a $995,000$243,000 decrease in non-performing consumer loans, and a $553,000 decrease in non-performing multi-family loans, partially offset by a $736,000$693,000 increase in non-performing commercial loans and a $577,000 increase in non-performing commercial mortgagemulti-family loans. Non-performing loans do not include $1.0 million of purchased credit impaired ("PCI") loans acquired from Team Capital.
At September 30, 20172023 and December 31, 2016,2022, the Company held $5.7foreclosed assets of $16.5 million and $8.0$2.1 million, of foreclosed assets, respectively. During the nine months ended September 30, 2017,2023, there were 12four additions to foreclosed assets with aan aggregate carrying value of $2.2$15.1 million, and 23three properties sold with aan aggregate carrying value of $3.8 million.$768,000. Foreclosed assets at September 30, 2017 consisted of $3.4 million2023 consisted primarily of commercial real estate and $2.3estate. Total non-performing assets at September 30, 2023 decreased $4.6 million to $56.0 million, or 0.40% of residential real estate.
Non-performingtotal assets, totaled $42.2from $60.6 million, or 0.44% of total assets at September 30, 2017, compared to $50.4 million, or 0.53% of total assets at December 31, 2016.2022.
Total investments decreased $23.2 million, or 1.4%, to $1.58investment securities were $2.13 billion at September 30, 2017,2023, a $132.0 million decrease from $1.60 billion at December 31, 2016, largely2022. This decrease was primarily due to principal repayments of mortgage-backed securities, an increase in unrealized losses on mortgage-backedavailable for sale debt securities and maturities and calls of certain municipal and agency bonds, partially offset by purchases of mortgage-backed and municipal securities, along with an increase in unrealized gains on securities available for sale.securities.
Total deposits increased $37.6decreased $421.6 million or 0.6%, during the nine months ended September 30, 2017,2023, to $6.59 billion from $6.55 billion at December 31, 2016.$10.14 billion. Total core deposits, which consist of savings and demand deposit accounts increased $60.9decreased $738.3 million to $5.96$9.07 billion at September 30, 2017, from $5.90 billion at December 31, 2016,2023, while total time deposits decreased $23.3increased $316.7 million to $627.9 million$1.07 billion at September 30, 2017, from $651.2 million at December 31, 2016.2023. The increasedecrease in coresavings and demand deposits was largely attributable to a $100.9$456.2 million increasedecrease in interestnon-interest bearing demand deposits, and a $19.5 million increase in non-interest bearing


demand deposits, partially offset by a $43.7$324.7 million decrease in money market deposits and a $15.8$238.2 million decrease in savings deposits, partially offset by a $280.8 million increase in interest bearing demand deposits. CoreDuring the nine months ended September 30, 2023, deposit balances from traditional non-interest and interest bearing demand deposits represented 90.5%transitioned into our insured cash sweep ("ICS") product, as a method to increase the level of totalcustomers' deposit insurance in light of recent deposit turmoil in the banking industry. The Bank's ICS deposits increased $441.8 million to $500.7 million at September 30, 2017, compared to 90.1%2023, from $58.9 million at December 31, 2016.2022. The increase in time deposits consisted of a $322.4 million increase in retail time deposits, partially offset by a $5.7 million decrease in brokered time deposits. The increase in time deposits was largely attributable to balances from lower-costing deposits transitioning into higher-costing certificates of deposits.
Borrowed funds decreased $87.2increased $684.9 million or 5.4%, during the nine months ended September 30, 2017,2023, to $1.53 billion, as wholesale$2.02 billion. The increase in borrowings was largely due to asset funding was replaced by net inflows of deposits and capital formation for the period.requirements. Borrowed funds represented 16.1%14.4% of total assets at September 30, 2017, a decrease2023, an increase from 17.0%9.7% at December 31, 2016.2022.
Stockholders’ equity increased $48.4$25.3 million or 3.9%, during the nine months ended September 30, 2017,2023, to $1.30$1.62 billion, primarily due to net income earned for the period, andpartially offset by an increase in unrealized gainslosses on securities available for sale partially offset bydebt securities and cash dividends paid to stockholders. CommonDuring the three months ended September 30, 2023, the Company did not repurchase shares under its stock repurchase program. During the nine months ended September 30, 2023, common stock repurchases totaled 71,357 shares at an average cost of $23.32 per share, all of which were made in connection with withholding to cover
49


income taxes on the vesting of stock-based compensation for the nine months ended September 30, 2017 totaled 43,090 shares at an average cost of $27.13.compensation. At September 30, 2017, 3.12023, approximately 1.1 million shares remained eligible for repurchase under the current stock repurchase authorization.
Book value per share and tangible book value per share at September 30, 2017 were $19.56 and $13.23, respectively, compared with $18.94 and $12.54, respectively, at December 31, 2016. Tangible book value per share is a non-GAAP financial measure.
The following table reconciles book value per share to tangible book value per share and the associated calculations (in thousands, except per share data):
  
September 30,
2017
December 31,
2016

Total stockholders' equity $1,300,172
 $1,251,781
Less: Total intangible assets 420,877
 422,937
Total tangible stockholders' equity $879,295
 $828,844
     
Shares outstanding at September 30, 2017 and December 31, 2016 66,467,819
 66,082,283
     
Book value per share (total stockholders' equity/shares outstanding) 
$19.56
 
$18.94
Tangible book value per share (total tangible stockholders' equity/shares outstanding) 
$13.23
 
$12.54
Liquidity and Capital Resources. Liquidity refers to the Company’s ability to generate adequate amounts of cash to meet financial obligations to its depositors, to fund loans and securities purchases deposit outflows and operating expenses. Sources of funds include scheduled amortization of loans, loan prepayments, scheduled maturities of unpledged investments, cash flows from mortgage-backed securities and the ability to borrow funds from the FHLBNY and approved broker-dealers.
Cash flows from loan payments and maturing investment securities are fairly predictable sources of funds. Changes in interest rates, local economic conditions and the competitive marketplace can influence loan prepayments, prepayments on mortgage-backed securities and deposit flows. For the nine months ended September 30, 2023 and 2022, loan repayments totaled $2.09 billion and $2.34 billion, respectively.

As deposits have declined, the Company has continued to monitor and focus on depositor behavior and borrowing capacity with the FHLBNY and FRBNY, with current borrowing capacity of $1.14 billion and $1.69 billion, respectively at September 30, 2023. Our estimated uninsured and uncollateralized deposits at September 30, 2023 totaled $2.49 billion, representing 25% of our total deposits. At September 30, 2023, Provident Bank had on balance sheet liquidity and borrowing capacity totaling $3.59 billion, representing 144% of estimated uninsured and uncollateralized deposits.
The Bank established the Bank Term Funding Program with the Federal Reserve Bank of New York in March 2023 and pledged approximately $521 million in unencumbered security collateral to the facility improving its access to immediate funding. Advances under the Program can be requested until March 11, 2024. As of September 30, 2023, the Company had not taken any advances under the Program, but has this option available as a short term liquidity source.
During the nine months ended September 30, 2023, deposit balances from traditional non-interest and interest bearing demand deposits transitioned into our ICS product, as a method to increase the level of customers' deposit insurance in light of recent banking turmoil. As of September 30, 2023, our ICS deposits totaled $500.7 million, compared to $58.9 million at December 31, 2022.
The Federal Deposit Insurance Corporation ("FDIC") and the other federal bank regulatory agencies issued a final rule that revised the leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act, that waswere effective January 1, 2015. Among other things, the rule established a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), adopted a uniform minimum leverage capital ratio at 4%, increased the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assignsassigned a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrualnon-accrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The rule also required unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital unless a one-time opt-out was exercised. The Company exercised the option to exclude unrealized gains and losses from the calculation of regulatory capital. Additional constraints were also imposed on the inclusion in regulatory capital of mortgage-servicing assets, deferred tax assets and minority interests. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer,” which when fully phased-in will consist of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The
In the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule providing banking institutions that adopted CECL during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital, conservation buffer was effectivefollowed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with its adoption of CECL on January 1, 2016, with a 0.625% requirement in that year, and will continue2020, the Company elected to be phased in through January 1, 2019, whenutilize the full capital requirement will be effective. For 2017, the capital conservation buffer requirement is 1.25%.five-year CECL transition.

50




As ofAt September 30, 2017,2023, the Bank and the Company exceeded all current minimum regulatory capital requirements as follows:
 
September 30, 2017
 
Required
Required with Capital Conservation Buffer Actual
 
Amount
Ratio
Amount Ratio Amount
Ratio
 
(Dollars in thousands)
Bank:(1)





    


Tier 1 leverage capital $363,062
 4.00% $363,062
 4.00% $828,349
 9.13%
Common equity Tier 1 risk-based capital
326,026
 4.50
 416,588
 5.75
 828,349
 11.43
Tier 1 risk-based capital
434,701
 6.00
 525,264
 7.25
 828,349
 11.43
Total risk-based capital
579,601
 8.00
 670,164
 9.25
 888,777
 12.27
             
Company:
           
Tier 1 leverage capital $363,072
 4.00% $363,072
 4.00% $880,995
 9.71%
Common equity Tier 1 risk-based capital
326,037
 4.50
 416,603
 5.75
 880,995
 12.16
Tier 1 risk-based capital
434,716
 6.00
 525,282
 7.25
 880,995
 12.16
Total risk-based capital
579,622
 8.00
 670,187
 9.25
 941,271
 12.99
September 30, 2023
RequiredRequired with Capital Conservation BufferActual
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
Bank:(1)
Tier 1 leverage capital$540,773 4.00 %540,773 4.00 %1,330,754 9.84 %
Common equity Tier 1 risk-based capital538,255 4.50 837,286 7.00 1,330,754 11.13 
Tier 1 risk-based capital717,674 6.00 1,016,705 8.50 1,330,754 11.13 
Total risk-based capital956,898 8.00 1,255,929 10.50 1,432,513 11.98 
Company:
Tier 1 leverage capital$541,113 4.00 %541,113 4.00 %1,382,126 10.22 %
Common equity Tier 1 risk-based capital538,508 4.50 837,679 7.00 1,369,239 11.44 
Tier 1 risk-based capital718,010 6.00 1,017,181 8.50 1,382,126 11.55 
Total risk-based capital957,347 8.00 1,256,518 10.50 1,483,885 12.40 
(1) Under the FDIC's prompt corrective action provisions, the Bank is considered well capitalized if it has: a leverage (Tier 1) capital ratio of at least 5.00%; a common equity Tier 1 risk-based capital ratio of 6.50%; a Tier 1 risk-based capital ratio of at least 8.00%; and a total risk-based capital ratio of at least 10.00%.
COMPARISON OF OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 20172023 AND 20162022
General.General. The Company reported net income of $26.6$28.5 million, or $0.41$0.38 per basic and diluted share for the three months ended September 30, 2017,2023, compared to net income of $22.9$43.4 million, or $0.36$0.58 per basic and diluted share, for the three months ended September 30, 2016.2022. For the nine months ended September 30, 2017,2023, the Company reported net income of $74.5$101.1 million, or $1.16$1.35 per basic share and $1.15 per diluted share, compared to net income of $65.2$126.6 million, or $1.03$1.69 per basic share and $1.02 per diluted share, for the same period last year.nine months ended September 30, 2022.
The increasesCompared with the prior year periods, net income for the three months ended September 30, 2023 was negatively impacted by decrease in net interest income attributable to increased funding costs and resulting net interest spread compression. Net income for the Company’sthree nine months ended September 30, 2023 was further impacted by increased provisions for credit losses due to a worsened economic forecast. Transaction costs related to our pending merger with Lakeland Bancorp, Inc. (“Lakeland”) totaled $2.3 million and $5.3 million for the three and nine months ended September 30, 2023, respectively, compared with transaction costs totaling $2.9 million for the respective 2022 periods. In addition, prior year earnings for the three and nine months ended September 30, 20172022, included an $8.6 million gain on the sale of a foreclosed property.
The following tables sets forth certain information for the three and nine months ended September 30, 2023. For the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities is expressed both in dollars and rates. No tax equivalent adjustments were driven by the period-over-period growth in average loans outstanding, growth in both average non-interest bearing and interest bearing core deposits, expansion of the net interest margin and an increase in non-interest income. The improvement in the net interest margin was largely the result of an increase in the yield on earning assets, combined with a relatively stable cost of funds.made. Average balances are daily averages.
51


For the three months ended
September 30, 2023September 30, 2022
Average BalanceInterestAverage
Yield/Cost
Average BalanceInterestAverage
Yield/Cost
(Dollars in Thousands) (Unaudited)
Interest Earning Assets:
Deposits$74,183 $884 4.73 %30,231 201 2.67 %
Federal funds sold and other short-term investments57 4.00 %46,707 295 2.54 %
Available for sale debt securities1,724,833 10,1272.35 %1,948,721 9,1152.42 %
Held to maturity debt securities, net (1)
373,681 2,3342.50 %399,370 2,4161.87 %
Equity securities, at fair value1,068 — — %949 — — %
Federal Home Loan Bank stock91,273 1,7597.71 %49,298 4453.61 %
Net loans: (2)
Total mortgage loans7,881,193 104,5405.21 %7,443,268 80,2734.28 %
Total commercial loans2,289,267 33,8065.81 %2,151,512 25,2014.66 %
Total consumer loans300,383 4,7466.27 %320,051 3,7854.74 %
Total net loans10,470,843 143,0925.37 %9,914,831 109,2594.38 %
Total interest earning assets$12,735,938 $158,197 4.89 %12,390,107 121,731 3.90 %
Non-Interest Earning Assets:
Cash and due from banks82,522 126,330 
Other assets1,158,150 1,106,117 
Total assets$13,976,610 13,622,554 
Interest Bearing Liabilities:
Demand deposits$5,741,052 $35,290 2.44 %5,906,679 7,990 0.54 %
Savings deposits1,240,951 5920.19 %1,515,926 2960.08 %
Time deposits1,052,793 9,0413.41 %669,639 1,2740.76 %
Total deposits8,034,796 44,9232.22 %8,092,244 9,5600.47 %
Borrowed funds1,780,655 16,7653.74 %908,841 2,5181.11 %
Subordinated debentures10,613 273 10.24 %10,407 164 6.35 %
Total interest bearing liabilities$9,826,064 61,9612.50 %9,011,492 12,2420.54 %
Non-Interest Bearing Liabilities:
Non-interest bearing deposits$2,230,199 2,750,746 
Other non-interest bearing liabilities265,427 246,794 
Total non-interest bearing liabilities2,495,626 2,997,540 
Total liabilities12,321,690 12,009,032 
Stockholders' equity1,654,920 1,613,522 
Total liabilities and stockholders' equity$13,976,610 13,622,554 
Net interest income$96,236 109,489 
Net interest rate spread2.39 %3.36 %
Net interest-earning assets$2,909,874 3,378,615 
Net interest margin (3)
2.96 %3.51 %
Ratio of interest-earning assets to total interest-bearing liabilities1.30x1.37x
(1)Average outstanding balance amounts shown are amortized cost, net of allowance for credit losses.
(2)Average outstanding balances are net of the allowance for loan losses, deferred loan fees and expenses, loan premiums and discounts and include non-accrual loans.
(3)Annualized net interest income divided by average interest-earning assets.

52



For the nine months ended
September 30, 2023September 30, 2022
Average BalanceInterestAverage
Yield/Cost
Average BalanceInterestAverage
Yield/Cost
(Dollars in Thousands) (Unaudited)
Interest Earning Assets:
Deposits$69,696 $2,676 5.13 %126,439 499 0.53 %
Federal funds sold and other short-term investments58 5.34 %113,498 1206 1.42 %
Available for sale debt securities1,777,861 30,8192.31 %2,028,645 24,7861.63 %
Held to maturity debt securities, net (1)
379,144 7,0592.48 %413,136 7,5012.42 %
Equity securities, at fair value1,022 — — %1,020 — — %
Federal Home Loan Bank stock77,634 3,9296.75 %37,363 1,1804.21 %
Net loans: (2)
Total mortgage loans7,740,591 299,8305.12 %7,253,822 213,1813.89 %
Total commercial loans2,225,725 93,9155.60 %2,119,637 70,3854.40 %
Total consumer loans302,706 13,4195.93 %321,357 10,2684.27 %
Total net loans10,269,022 407,1645.25 %9,694,816 293,8344.01 %
Total interest earning assets$12,574,437 $451,649 4.76 %12,414,917 329,006 3.51 %
Non-Interest Earning Assets:
Cash and due from banks121,801 126,392 
Other assets1,152,113 1,077,495 
Total assets$13,848,351 13,618,804 
Interest Bearing Liabilities:
Demand deposits$5,710,855 $85,822 2.01 %6,126,916 16,643 0.36 %
Savings deposits1,315,157 15820.16 %1,496,355 8710.08 %
Time deposits961,010 21,4762.99 %681,783 2,8080.55 %
Total deposits7,987,022 108,8801.82 %8,305,054 20,3220.33 %
Borrowed funds1,556,619 38,3293.29 %663,366 4,7900.97 %
Subordinated debentures10,563 774 9.80 %10,355 403 5.21 %
Total interest bearing liabilities$9,554,204 147,9832.07 %8,978,775 25,5150.38 %
Non-Interest Bearing Liabilities:
Non-interest bearing deposits$2,382,144 2,770,969 
Other non-interest bearing liabilities266,910 235,630 
Total non-interest bearing liabilities2,649,054 3,006,599 
Total liabilities12,203,258 11,985,374 
Stockholders' equity1,645,093 1,633,430 
Total liabilities and stockholders' equity$13,848,351 13,618,804 
Net interest income$303,666 303,491 
Net interest rate spread2.69 %3.13 %
Net interest-earning assets$3,020,233 3,436,142 
Net interest margin (3)
3.19 %3.24 %
Ratio of interest-earning assets to total interest-bearing liabilities1.32x1.38x
(1)Average outstanding balance amounts shown are amortized cost, net of allowance for credit losses.
(2)Average outstanding balances are net of the allowance for loan losses, deferred loan fees and expenses, loan premiums and discounts and include non-accrual loans.
(3)Annualized net interest income divided by average interest-earning assets.
53



Net Interest Income. Total netNet interest income increased $5.2decreased $13.3 million to $70.2$96.2 million for the quarterthree months ended September 30, 2017,2023, from $65.0$109.5 million for the quarter ended September 30, 2016.same period in 2022. For the nine months ended September 30, 2017,2023, total net interest income increased $14.4 million, or 7.5%,$175,000 to $206.3$303.7 million, from $192.0$303.5 million for the same period in 2016. Interest2022. The decrease in net interest income for the quarter ended September 30, 2017 increased $5.8 millioncomparative quarters was primarily due to $81.9 million, from $76.0 milliona decrease in lower-costing deposits and an increase in borrowings, combined with unfavorable repricing of both deposits and borrowings, partially offset by originations of new loans at higher market rates and the favorable repricing of adjustable-rate loans. The increase in net interest income for the same period in 2016. For the nine months ended September 30, 2017,2023 was primarily driven by the favorable repricing of adjustable rate loans, higher market rates on new loan originations and the originations of higher-yielding loans, partially offset by the unfavorable repricing of both deposits and borrowings, a decrease in lower-costing deposits and an increase in borrowings. Additionally, fees related to the forgiveness of PPP loans, which are recognized in interest income, increased $15.4 millionwere approximately $77,000 for the nine months ended September 30, 2023, compared to $240.3 million, from $224.8$1.4 million for the nine months ended September 30, 2016. Interest expense increased $608,000, or 5.5%,2022.
The net interest margin decreased 55 basis points to $11.7 million2.96% for the quarter ended September 30, 2017, from $11.1 million2023, compared to 3.51% for the quarter ended September 30, 2016. For the nine months ended September 30, 2017, interest expense increased $1.1 million to $33.9 million, from $32.9 million for the nine months ended September 30, 2016.
The net interest margin increased 17 basis points to 3.22% for the quarter ended September 30, 2017, compared with 3.05% for the quarter ended September 30, 2016.2022. The weighted average yield on interest-earning assets increased 1899 basis points to 3.75%4.89% for the quarter ended September 30, 2017,2023, compared with 3.57%to 3.90% for the quarter ended September 30, 2016,2022, while the weighted average cost of interest bearinginterest-bearing liabilities increased three196 basis points to 0.68% for the quarter ended September 30, 2017,2023, to 2.50%, compared to 0.54% for the third quarter of 2016.ended September 30, 2022. The average cost of interest bearinginterest-bearing deposits for the quarter ended September 30, 20172023, was 0.38%2.22%, compared with 0.34%to 0.47% for the same period last year. Average non-interest bearingnon-interest-bearing demand deposits totaled $1.36$2.23 billion for the quarter ended September 30, 2017,2023, compared with $1.25to $2.75 billion for the quarter ended September 30, 2016.2022. The average cost of total deposits, including non-interest-bearing deposits, was 1.74% for the quarter ended September 30, 2023, compared with 0.35% for the quarter ended September 30, 2022. The average cost of borrowed funds for the quarter ended September 30, 20172023, was 1.71%3.74%, compared with 1.70%to 1.11% for the same period last year.


For the nine months ended September 30, 2017,2023, the net interest margin increased ninedecreased five basis points to 3.19%, compared with 3.10%to 3.24% for the nine months ended September 30, 2016.2022. The weighted average yield on interest earninginterest-earning assets increased nine125 basis points to 3.72%4.76% for the nine months ended September 30, 2017,2023, compared with 3.63%to 3.51% for the nine months ended September 30, 2016,2022, while the weighted average cost of interest bearinginterest-bearing liabilities increased one169 basis pointpoints to 2.07% for the nine months ended September 30, 2017 to 0.67%,2023, compared to 0.38% for the nine months ended September 30, 2016.same period last year. The average cost of interest bearinginterest-bearing deposits increased 149 basis points to 1.82% for the nine months ended September 30, 2017 was 0.36%,2023, compared withto 0.33% for the same period last year. Average non-interest bearingnon-interest-bearing demand deposits totaled $1.34$2.38 billion for the nine months ended September 30, 2017,2023, compared with $1.22$2.77 billion for the nine months ended September 30, 2016.2022. The average cost of total deposits, including non-interest-bearing deposits, was 1.40% for the nine months ended September 30, 2023, compared with 0.25% for the nine months ended September 30, 2022. The average cost of borrowings for the nine months ended September 30, 20172023, was 1.67%3.29%, compared with 1.71%to 0.97% for the same period last year.
Interest income on loans secured by real estate increased $2.4$24.3 million to $47.7$104.5 million for the three months ended September 30, 2017,2023, from $45.3$80.3 million for the three months ended September 30, 2016.2022. Commercial loan interest income increased $2.9$8.6 million to $19.0$33.8 million for the three months ended September 30, 2017,2023, from $16.1$25.2 million for the three months ended September 30, 2016.2022. Consumer loan interest income decreased $544,000increased $1.0 million to $5.1$4.7 million for the three months ended September 30, 2017, compared to2023, from $3.8 million for the three months ended September 30, 2016.2022. For the three months ended September 30, 2017,2023, the average balance of total loans increased $206.6$556.0 million to $6.94$10.47 billion, from $6.73 billion forcompared to the same period in 2016.2022. The average loan yield on total loans for the three months ended September 30, 20172023, increased 1599 basis points to 4.08%5.37%, from 3.93%4.38% for the same period in 2016.2022.
Interest income on loans secured by real estate increased $6.3$86.6 million to $140.7$299.8 million for the nine months ended September 30, 2017,2023, from $134.4$213.2 million for the nine months ended September 30, 2016.2022. Commercial loan interest income increased $7.5$23.5 million to $53.9$93.9 million for the nine months ended September 30, 2017,2023, from $46.4$70.4 million for the nine months ended September 30, 2016.2022. Consumer loan interest income decreased $1.4increased $3.2 million to $15.3$13.4 million for the nine months ended September 30, 2017,2023, from $16.7$10.3 million for the nine months ended September 30, 2016.2022. For the nine months ended September 30, 2017,2023, the average balance of total loans increased $328.5$574.2 million to $6.94$10.27 billion, from $6.61compared with $9.69 billion for the same period in 2016.2022. The average loan yield on total loans for the nine months ended September 30, 20172023, increased five124 basis pointpoints to 4.01%5.25%, from 3.96%4.01% for the same period in 2016.2022.
Interest income on investment securities held to maturity debt securities decreased $77,000, or 2.3%,$82,000 to $3.3$2.3 million for the quarterthree months ended September 30, 2017,2023, compared to the same period last year. Average investment securities held to maturity increased $8.1debt securities decreased $25.7 million to $490.1$373.7 million for the quarterthree months ended September 30, 2017,2023, from $482.0$399.4 million for the same period last year. Interest income on investment securities held to maturity debt securities decreased $199,000, or 2.0%,$442,000 to $9.8$7.1 million for the nine months ended September 30, 2017,2023, compared to
54


the same period in 2016.2022. Average investment securities held to maturity increased $12.4debt securities decreased $34.0 million to $490.0$379.1 million for the nine months ended September 30, 2017,2023, from $477.6$413.1 million for the same period last year.
Interest income on securities available for sale and FHLBNY stockdebt securities increased $964,000, or 17.3%,$1.0 million to $6.5$10.1 million for the quarterthree months ended September 30, 2017,2023, from $5.6$9.1 million for the quarterthree months ended September 30, 2016.2022. The average balance of securities available for sale and FHLBNY stock increased $18.7debt securities decreased $223.9 million to $1.12$1.72 billion for the three months ended September 30, 2017,2023, compared to the same period in 2016.2022. Interest income on securities available for sale and FHLBNY stockdebt securities increased $2.6$6.0 million or 15.1%, to $19.7$30.8 million for the nine months ended September 30, 2017,2023, from $17.1$24.8 million for the same period last year. The average balance of securities available for sale and FHLBNY stock increased $51.8debt securities decreased $250.8 million to $1.12$1.78 billion for the nine months ended September 30, 2017,2023.
Interest income on FHLBNY stock increased $1.3 million to $1.8 million for the three months ended September 30, 2023, from $1.07 billion$445,000 for the three months ended September 30, 2022. The average balance of FHLBNY stock increased $42.0 million to $91.3 million for the three months ended September 30, 2023, compared to the same period in 2022. Interest income on FHLBNY stock increased $8.8 million to $34.7 million for the nine months ended September 30, 2023, from $26.0 million for the same period in 2016.last year. The average balance of FHLBNY stock increased $40.3 million to $77.6 million for the nine months ended September 30, 2023.
The average yield on total securities increased to 2.41%2.67% for the three months ended September 30, 2017,2023, compared with 2.14%2.36% for the same period in 2016.2022. For the nine months ended September 30, 2017,2023, the average yield on total securities was 2.53%increased to 2.57%, compared with 2.28%1.72% for the same period in 2016.2022.
Interest expense on deposit accounts increased $547,000, or 12.3%,$35.4 million to $5.0$44.9 million for the quarterthree months ended September 30, 2017, from $4.42023, compared with $9.6 million for the quarterthree months ended September 30, 2016.2022. For the nine months ended September 30, 2017,2023, interest expense on deposit accounts increased $1.7$88.6 million or 13.7%, to $14.1$108.9 million, from $12.4$20.3 million for the same period last year. The average cost of interest bearinginterest-bearing deposits increased to 0.38%2.22% and 1.82% for the third quarter of 2017three and 0.36% for the nine months ended September 30, 2017,2023, respectively, from 0.34%0.47% and 0.33% for the three and nine months ended September 30, 2016.2022, respectively. The average balance of interest bearinginterest-bearing core deposits, which consist of total savings and demand deposits, for the quarterthree months ended September 30, 2017 increased $78.02023, decreased $440.6 million to $4.57 billion, from $4.49 billion for the same period in 2016.$6.98 billion. For the nine months ended September 30, 2017,2023, average interest bearinginterest-bearing core deposits increased $298.3decreased $597.3 million, to $4.56$7.03 billion, from $4.26$7.62 billion for the same period in 2016.2022. Average time deposit account balances decreased $63.2increased $383.2 million to $639.9$1.05 billion for the three months ended September 30, 2023, from $669.6 million for the quarterthree months ended September 30, 2017, from $703.0 million for the quarter ended September 30, 2016.2022. For the nine months ended September 30, 2017,2023, average time deposit account balances decreased $87.9increased $279.2 million to $658.2$961.0 million, from $746.1$681.8 million for the same period in 2016.2022.
Interest expense on borrowed funds increased $61,000, or 0.9%,$14.2 million to $6.7$16.8 million for the quarterthree months ended September 30, 2017,2023, from $6.6$2.5 million for the quarterthree months ended September 30, 2016.2022. For the nine months ended September 30, 2017,2023, interest expense on borrowed funds decreased $622,000increased $33.5 million to $19.9$38.3 million, from $20.5$4.8 million for the nine months ended September 30, 2016.2022. The


average cost of borrowings increased to 1.71%3.74% for the three months ended September 30, 2017,2023, from 1.70%1.11% for the three months ended September 30, 2016.2022. The average cost of borrowings decreasedincreased to 1.67%3.29% for the nine months ended September 30, 2017,2023, from 1.71%0.97% for the same period last year. Average borrowings increased $3.2 million, or 0.2%,$0.87 billion to $1.55$1.78 billion for the quarterthree months ended September 30, 2017,2023, from $1.55 billion$908.8 million for the quarterthree months ended September 30, 2016.2022. For the nine months ended September 30, 2017,2023, average borrowings decreased $5.8increased $893.3 million to $1.59$1.56 billion, compared to $1.60 billion$663.4 million for the nine months ended September 30, 2016.2022.
Provision for LoanCredit Losses. Provisions for loancredit losses are charged to operations in order to maintain the allowance for loancredit losses at a level management considers necessary to absorb probableprojected credit losses inherentthat may arise over the expected term of each loan in the loan portfolio. In determining the level of the allowance for loancredit losses, management considersestimates the allowance balance using relevant available information from internal and external sources relating to past events, current conditions and current loss experience, evaluations of real estate collateral, currentreasonable and supportable economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay the loan and the levels of non-performing and other classified loans.forecasts. The amount of the allowance is based on estimates, and the ultimate losses may vary from such estimates as more information becomes available or later events change. Management assesses the adequacy of the allowance for loancredit losses on a quarterly basis and makes provisions for loancredit losses, if necessary, in order to maintain the adequacyvaluation of the allowance.
The Company recorded provisionsan $11.0 million and $27.4 million provision for loancredit losses on loans for the three and nine months ended September 30, 2023, respectively, compared with a provision of $500,000$8.4 million and $3.7a negative provision of $5.0 million for the three and nine months ended September 30, 2017,2022, respectively. This compared with provisionsThe increase in the provision for loancredit losses of $1.0 million and $4.2 million recorded for the three and nine months ended September 30, 2016, respectively. For2023 was largely a function of a worsened economic forecast and related deterioration in the three and nine months ended September 30, 2017, the Company had net charge-offs of $3.1 million and $5.3 million, respectively, compared with net charge-offs of $845,000 and $4.5 million, respectively, for the same periodsprojected commercial property price indices used in 2016. At September 30, 2017, the Company’s allowance for loan losses was $60.3 million, or 0.86% of total loans, compared with $61.9 million, or 0.88% of total loans at December 31, 2016.our CECL model.
55


Non-Interest Income.Income. Non-interest income totaled $15.1$19.3 million for the quarter ended September 30, 2017, an increase2023, a decrease of $1.0$9.1 million, or 7.4%, compared to the same period in 2016. Fee2022. Other income increased $1.5decreased $9.2 million to $7.7$1.1 million for the three months ended September 30, 2017,2023, compared to the same period in 2016, largelyquarter ended September 30, 2022, primarily due to an $8.6 million gain realized in the prior year on the sale of a $1.3 million increase inforeclosed commercial loan prepayment fee income andoffice property, combined with a $218,000 increase in debit card revenue, partially offset by a $56,000 decrease in the gains on sales of SBA loans. Fee income from non-deposit investment products. Also contributingdecreased $1.1 million to the increase in non-interest income, wealth management income increased $330,000 to $4.6$6.1 million for the three months ended September 30, 2017,2023, compared to the same period in 2016,prior year quarter, primarily due to stronger market conditions which positively impacteddecreases in commercial loan prepayment fees earned from assets under management and an increasedeposit fee income. Partially offsetting these decreases in tax preparation fees. Net gains on securities transactionsnon-interest income, BOLI income increased $79,000 for the$583,000 to $1.8 million three months ended September 30, 2017,2023, compared to the same periodprior year quarter, primarily due to an increase in 2016. Partially offsetting these increases in non-interestbenefit claims recognized. Additionally, insurance agency income other income decreased $877,000increased $359,000 to $1.5$3.2 million for the three months ended September 30, 2017,2023, compared to the quarter ended September 30, 2016,2022, largely due to strong retention revenue and new business activity.
For the nine months ended September 30, 2023, non-interest income totaled $60.9 million, a decrease of $8.7 million, compared to the same period in 2022. Other income decreased $7.8 million to $5.7 million for the nine months ended September 30, 2023, compared to $13.5 million for the same period in 2022, primarily due to an $853,000 decrease$8.6 million gain realized in net gainsthe prior year on the sale of loans and a $143,000foreclosed commercial office property, a decrease in net gains on the sale of foreclosed real estate, partially offset by a $116,000 increase in net fees on loan-level interest rate swap transactions.
Fortransactions and a decrease in the nine months ended September 30, 2017, non-interest income totaled $42.4gains on sales of SBA loans, partially offset by a $2.0 million an increase of $1.5 million, or 3.6%, comparedgain related to the same period in 2016.resolution of certain post-closing conditions following the September 2022 sale of a foreclosed commercial property. Fee income increased $1.6decreased $3.2 million to $18.3 million for the nine months ended September 30, 2017,2023, compared to the same period in 2016,2022, primarily due to a $1.3 million increasedecrease in commercial loan prepayment feefees, while wealth management income decreased $448,000 to $20.8 million for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to a $259,000 increasedecrease in deposit related feethe market value of assets under management. Partially offsetting these decreases to non-interest income, insurance agency income increased $2.0 million to $11.2 million for the nine months ended September 30, 2023, compared to $9.1 million for the same period in 2022, largely due to increases in contingent commissions, retention revenue and new business activity. Additionally, BOLI income increased $860,000 to $4.8 million for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to greater equity valuations.
Non-Interest Expense. For the three months ended September 30, 2023, non-interest expense totaled $67.2 million, a $139,000 increasedecrease of $2.3 million, compared to the three months ended September 30, 2022. Compensation and benefits expense decreased $2.4 million to $35.7 million for three months ended September 30, 2023, compared to $38.1 million for the same period in merchant fee income,2022. The decrease was principally due to decreases in the accrual for incentive compensation, employee medical expense and stock-based compensation, partially offset by an increase in salary expense. Additionally, merger-related expenses related to our pending merger with Lakeland decreased $597,000 to $2.3 million for the three months ended September 30, 2023, compared to the same period in 2022. Partially offsetting these decreases in non-interest expense, FDIC insurance expense increased $228,000 to $1.6 million for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to an increase in the assessment rate.
Non-interest expense totaled $201.1 million for the nine months ended September 30, 2023, an increase of $5.9 million, compared to $195.2 million for the nine months ended September 30, 2022. The Company recorded a $168,000 decrease$1.6 million provision for credit losses for off-balance sheet credit exposures for the nine months ended September 30, 2023, compared to a $1.8 million provision benefit for the same period in income from non-deposit investment products2022. The $3.4 million increase in the provision for credit losses for off-balance sheet credit exposures was primarily the result of the period-over-period relative change in line of credit utilization and an $86,000 decreaseincrease in projected loss factors as a result of a worsened economic forecast. Other operating expense increased $3.2 million to $31.8 million for the nine months ended September 30, 2023, compared to $28.5 million for the nine months ended September 30, 2022, largely due to increases in professional fees, combined with an increase in debit card revenue. Income from Bank-owned life insuranceexpense. Merger-related expenses increased $1.2$2.4 million to $5.3 million for the nine months ended September 30, 2017,2023, compared to the same period in 2016, primarily due to the recognition of death benefit claims. Wealth management income increased $230,000 to $13.3$2.9 million for the nine months ended September 30, 2017, due to stronger market conditions which positively impacted fees earned from assets under management and an increase in tax preparation fees. Partially offsetting these increases in non-interest income, other income decreased $1.62022. FDIC insurance expense increased $1.7 million to $2.8$5.7 million for the nine months ended September 30, 2017, compared to $4.4 million for the same period in 2016, principally due to a $1.2 million decrease in net gains on loan sales and a $335,000 gain recognized on the sale of deposits resulting from a strategic branch divestiture in the prior year.
Non-Interest Expense. For the three months ended September 30, 2017, non-interest expense totaled $46.3 million, an increase of $430,000, or 0.9%, compared to the three months ended September 30, 2016. Compensation and benefits expense increased $603,000 to $27.3 million for the three months ended September 30, 2017, compared to $26.7 million for the same period in 2016. This increase was principally due to additional salary expense related to annual merit increases, an increase in the accrual for incentive compensation and an increase in stock-based compensation, partially offset by a decrease in retirement benefit costs. Other operating expenses increased $128,000 to $7.0 million for the three months ended September 30, 2017,2023, compared to the same period in 2016, largely2022, primarily due to an increase in consulting costs, partially offset by decreases in loan collection expense and debit card maintenance expense. Advertising and promotion expenses increased $120,000 to $907,000 for the three months ended September 30, 2017, compared to the same period in 2016, largely due to the timing of the Company's advertising campaigns.assessment rate. Partially offsetting these increases, in non-interestcompensation and benefits expense amortization of intangibles decreased $135,000 for the three months ended September 30, 2017, compared with the same period in 2016, as a result of scheduled reductions in amortization. Additionally,


net occupancy costs decreased $122,000,$2.9 million to $6.1 million for three months ended September 30, 2017, compared to the same period in 2016, largely due to a decrease in depreciation expense.
Non-interest expense totaled $139.7$109.7 million for the nine months ended September 30, 2017, an increase of $3.1 million, or 2.3%,2023, compared to $136.6$112.6 million for the nine months ended September 30, 2016. Compensation2022, primarily due to decreases in the accrual for incentive compensation, employee medical expenses and benefitsstock-based compensation, partially offset by an increase in salary expense. Additionally, net occupancy expense increased $2.6decreased $1.8 million to $81.1$24.5 million for the nine months ended September 30, 2017,2023, compared to $78.5the same period in 2022, mainly due to decreases in maintenance and depreciation expenses.
Income Tax Expense. For the three months ended September 30, 2023, the Company's income tax expense was $8.8 million with an effective tax rate of 23.7%, compared with $16.7 million with an effective tax rate of 27.7% for the three months ended September 30, 2022. The decrease in tax expense for the three months ended September 30, 2023, compared with the same period last year was largely the result of a decrease in taxable income, while the decrease in the effective tax rate for the three
56


months ended September 30, 2023, compared with the three months ended September 30, 2022, was largely due to a decrease in the proportion of income derived from taxable sources.
For the nine months ended September 30, 2023, the Company's income tax expense was $34.9 million with an effective tax rate of 25.7%, compared with $46.2 million with an effective tax rate of 26.7% for the nine months ended September 30, 2016, primarily due to additional salary expense related to annual merit increases, an increase in the accrual for incentive compensation and an increase in stock-based compensation, partially offset by a2022. The decrease in retirement benefit costs. Net occupancy costs increased $526,000 to $19.3 milliontax expense for the nine months ended September 30, 2017,2023, compared towith the same period last year was largely the result of a decrease in 2016, principally due to an increase in snow removal costs, incurred earliertaxable income, while the decrease in the year, combined with an increase in facilities maintenance costs. Data processing expense increased $457,000 to $10.3 millioneffective tax rate for the nine months ended September 30, 2017,2023, compared to $9.8 million forwith the sameprior year period in 2016, primarily due to increases in telecommunication costs and software maintenance expense. In addition, other operating expenses increased $620,000 to $21.2 million for the nine months ended September 30, 2017, compared to the same period in 2016,was largely due to increases in legal, consulting and debit card maintenance expenses, partially offset by a decrease in loan collection expense. Partially offsetting these increases in non-interest expense, FDIC insurance expense decreased $667,000 to $3.1 million for the nine months ended September 30, 2017, compared to $3.7 million for the same period in 2016. This decrease was due to the FDIC's reduction of assessment rates for depository institutions with less than $10.0 billion in total assets that became effective for the quarter ended September 30, 2016. Additionally, amortization of intangibles decreased $549,000 for the nine months ended September 30, 2017, compared with the same period in 2016, as a result of scheduled reductions in amortization.
Income Tax Expense. For the three and nine months ended September 30, 2017, the Company’s income tax expense was $12.0 million and $30.8 million, respectively, compared with $9.3 million and $26.8 million, for the three and nine months ended September 30, 2016, respectively. The Company’s effective tax rates were 31.1% and 29.3% for the three and nine months ended September 30, 2017, respectively, compared to 28.8% and 29.1% for the three and nine months ended September 30, 2016, respectively, as a greater proportion of income in the current year periods was derived from taxable sources. The Company adopted ASU 2016-09, "Compensation - Stock Compensation (Topic 718)" in the third quarter of 2016. Under this guidance, all excess tax benefits and tax deficiencies associated with share-based compensation are recognized as income tax expense or benefit in the income statement. For the nine months ended September 30, 2017 and 2016, the application of this guidance resulted in decreases in income tax expense of $1.2 million and $158,000, respectively.
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Qualitative Analysis. Interest rate risk is the exposure of a bank’s current and future earnings and capital arising from adverse movements in interest rates. The guidelines of the Company’s interest rate risk policy seek to limit the exposure to changes in interest rates that affect the underlying economic value of assets and liabilities, earnings and capital. To minimize interest rate risk, the Company generally sells all 20- and 30-year fixed-rate residential mortgage loans at origination. The Company retains residential fixed rate mortgages with terms of 15 years or less and biweekly payment residential mortgages with a term of 30 years or less. Commercial real estate loans generally have interest rates that reset in five years, and other commercial loans such as construction loans and commercial lines of credit reset with changes in the Prime rate, the Federal Funds rate, LIBOR or LIBOR.SOFR. Investment securities purchases generally have maturities of five years or less, and mortgage-backed securities have weighted average lives between three and five years.
The Asset/Liability Committee meets on at least a monthly, basisor as needed, to review the impact of interest rate changes on net interest income, net interest margin, net income and the economic value of equity. The Asset/Liability Committee reviews a variety of strategies that project changes in asset or liability mix and the impact of those changes on projected net interest income and net income.
The Company’s strategy for liabilities has been to maintain a stable core-funding base by focusing on core deposit account acquisition and increasing products and services per household. The Company’s ability to retain maturing time deposit accounts is the result of its strategy to remain competitively priced within its marketplace. The Company’s pricing strategy may vary depending upon current funding needs and the ability of the Company to fund operations through alternative sources, primarily by accessing short-term lines of credit with the FHLBNY during periods of pricing dislocation.
Quantitative Analysis. Current and future sensitivity to changes in interest rates are measured through the use of balance sheet and income simulation models. The analysis captures changes in net interest income using flat rates as a base, a most likely rate forecast and rising and declining interest rate forecasts. Changes in net interest income and net income for the forecast period, generally twelve to twenty-four months, are measured and compared to policy limits for acceptable change. The Company periodically reviews historical deposit re-pricing activity and makes modifications to certain assumptions used in its income simulation model regarding the interest rate sensitivity of deposits without maturity dates. These modifications are made to more closely reflect the most likely results under the various interest rate change scenarios. Since it is inherently difficult to predict the
sensitivity of interest bearinginterest-bearing deposits to changes in interest rates, the changes in net interest income due to changes in interest rates cannot be precisely predicted. There are a variety of reasons that may cause actual results to vary considerably from the predictions presented below which include, but are not limited to, the timing, magnitude, and frequency of changes in interest rates, interest rate spreads, prepayments, and actions taken in response to such changes.
Specific assumptions used in the simulation model include:
Parallel yield curve shifts for market rates;
Current asset and liability spreads to market interest rates are fixed;
Traditional savings and interest-bearing demand accounts move at 10% of the rate ramp in either direction;
Retail Money Market and Business Money Market accounts move at 25% and 75% of the rate ramp in either direction respectively;respectively, subject to certain interest rate floors; and
Higher-balance demand deposit tiers and promotional demand accounts move at 50% to 75% of the rate ramp in either direction, subject to certain interest rate floors.
57


The following table sets forth the results of a twelve-month net interest income projection model as of September 30, 20172023 (dollars in thousands):
Change in Interest Rates in
Basis Points (Rate Ramp)
 Net Interest Income
Dollar
Amount
 
Dollar
Change
 
Percent
Change
-100 $267,114
 $(13,416) (4.8)%
Static 280,530
 
 
+100 279,080
 (1,450) (0.5)
+200 277,373
 (3,157) (1.1)
+300 276,840
 (3,690) (1.3)
Change in interest rates (basis points) - Rate RampNet Interest Income
Dollar AmountDollar ChangePercent Change
-300$389,217 $(5,550)(1.4)%
-200391,237 (3,530)(0.9)%
-100393,149 (1,618)(0.4)
Static394,767 — — 
+100396,106 1,339 0.3 
+200397,067 2,300 0.6 
The interest rate risk position of the Company remains slightly asset-sensitive. As a result, the preceding table indicates that, as of September 30, 2017,2023, in the event of a 300200 basis point increase in interest rates, whereby rates ramp up evenly over a twelve-month period, net interest income would decrease 1.3%increase 0.6%, or $3.7$2.3 million. In the event of a 100300 basis point decrease in interest rates, whereby rates ramp downward evenly over a twelve-month period, net interest income would decrease 4.8%1.4%, or $13.4$5.6 million over the same period. In this downward rate scenario, rates on deposits have a repricing floor of zero.


Another measure of interest rate sensitivity is to model changes in economic value of equity through the use of immediate and sustained interest rate shocks. The following table illustrates the result of the economic value of equity model as of September 30, 20172023 (dollars in thousands):
  
 Present Value of Equity 
Present Value of Equity
as Percent of Present
Value of Assets
Change in Interest
Rates (Basis Points)
 
Dollar
Amount
 
Dollar
Change
 
Percent
Change
 
Present
Value Ratio
 
Percent
Change
-100 $1,488,974
 $74,351
 5.3 % 15.3% 4.2 %
Flat 1,414,623
 
 
 14.7
 
+100 1,379,158
 (35,465) (2.5) 14.4
 (1.9)
+200 1,332,652
 (81,971) (5.8) 14.0
 (4.5)
+300 1,293,224
 (121,399) (8.6) 13.7
 (6.7)
  Present Value of EquityPresent Value of Equity as Percent of Present Value of Assets
Change in interest rates (basis points)Dollar AmountDollar ChangePercent
Change
Present Value
 Ratio
Percent
Change
-300$1,679,045 $(125,353)(6.9)%11.6 %(13.2)%
-2001,740,891 (63,507)(3.5)12.3 (7.9)
-1001,781,147 (23,251)(1.3)12.8 (3.6)
Flat1,804,398 — — 13.3 — 
+1001,817,890 13,492 0.7 13.7 3.1 
+2001,828,234 23,836 1.3 14.1 6.0 
The preceding table indicates that as of September 30, 2017,2023, in the event of an immediate and sustained 300200 basis point increase in interest rates, the present value of equity is projected to decrease 8.6%increase 1.3%, or $121.4$23.8 million. If rates were to decrease 100300 basis points, the model forecasts a 5.3%, or $74.4 million, increase in the present value of equity.equity would decrease 6.9%, or $125.4 million.
Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes in net interest income requires the use of certain assumptions regarding prepayment and deposit decay rates, which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. While management believes such assumptions are reasonable, there can be no assurance that assumed prepayment rates and decay rates will approximate actual future loan prepayment and deposit withdrawal activity. Moreover, the net interest income table presented assumes that the composition of interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the net interest income table provides an


indication of the Company’s interest rate risk exposure at a particular point in time, such measurement is not intended to and does not provide a precise forecast of the effect of changes in market interest rates on the Company’s net interest income and will differ from actual results.
 
Item 4.CONTROLS AND PROCEDURES.
Under the supervision and with the participation of management, including the Principal Executive Officer and the Principal Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) were evaluated at the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective. There has been no change in the Company’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



58


PART II—OTHER INFORMATION
 
Item 1.Legal Proceedings
The CompanyInformation regarding legal proceedings is involvedincorporated by reference from “Contingencies” in various legal actions and claims arisingNote 9 to our Consolidated Financial Statements (unaudited) set forth in the normal coursePart I of business. In the opinion of management, these legal actions and claims are not expected to have a material adverse impact on the Company’s financial condition.this report.

Item 1A.Risk Factors
There have been no material changes to theThe risk factors that were previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2022, were supplemented by the Company in its Form 10-Q for the quarter ended March 31, 2023.


Item 2.Unregistered Sales of Equity Securities, and Use of Proceeds.Proceeds, and Issuer Purchases of Equity Securities.
ISSUER PURCHASES OF EQUITY SECURITIES
Period 
(a) Total Number
of Shares
Purchased
 
(b) Average
Price Paid
per Share
 
(c) Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
 
(d) Maximum Number
of Shares that May Yet
Be Purchased under
the Plans or Programs (1)(2)
July 1, 2017 through July 31, 2017 
 
 
 3,149,237
August 1, 2017 through August 31, 2017 711
 $24.54
 711
 3,148,526
September 1, 2017 through September 30, 2017 
 
 
 3,148,526
Total 711
 
 711
  
(1)PeriodOn October 24, 2007,(a) Total Number of Shares
Purchased
(b) Average
Price Paid per Share
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
(d) Maximum Number of Shares that May Yet Be Purchased under the Company’s Board of Directors approved the purchase of up to 3,107,077 shares of its common stock under a seventh general repurchase program which commenced upon completion of the previous repurchase program. The repurchase program has no expiration date.Plans or Programs (1)
July 1, 2023 through July 31, 2023— $— — — 
(2)August 1, 2023 through August 31, 2023On December 20, 2012, the Company’s Board of Directors approved the purchase of up to 3,017,770 shares of its common stock under an eighth general repurchase program which will commence upon completion of the previous repurchase program. The repurchase program has no expiration date.— — — — 
September 1, 2023 through September 30, 2023— — — — 
Total— — — 


(1) On December 28, 2021, the Company’s Board of Directors approved the purchase of up to 3,900,000 shares of its common stock under a ninth general repurchase program to commence upon completion of the eighth repurchase program. The repurchase program has no expiration date.
Item 3.Defaults Upon Senior Securities.
Not Applicable
Item 4.Mine Safety Disclosures
Not Applicable
Item 5.Other Information.
None(a) During the three months ended September 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as that term is used in SEC regulations.


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Item 6.Exhibits.
The following exhibits are filed herewith:
2.1
3.1
3.2
4.1
31.1
31.1
31.2
32
101The following materialsfinancial statements from the Company’s Quarterly Report to Stockholders on Form 10-Q for the quarter ended September 30, 2017,2023, formatted in XBRLiXBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.INS XBRL Instance Document
101.SCH
101.SCH XBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, has been formatted in iXBRL.



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PROVIDENT FINANCIAL SERVICES, INC.
Date:November 9, 20178, 2023By:/s/ Christopher MartinAnthony J. Labozzetta
Christopher MartinAnthony J. Labozzetta
Chairman, President and Chief Executive Officer
(Principal (Principal Executive Officer)
Date:November 9, 20178, 2023By:/s/ Thomas M. Lyons
Thomas M. Lyons
Senior Executive Vice President and Chief Financial Officer
(Principal (Principal Financial Officer)
Date:November 9, 20178, 2023By:/s/ Frank S. MuzioAdriano M. Duarte
Frank S. MuzioAdriano M. Duarte
SeniorExecutive Vice President and Chief Accounting Officer



Exhibit Index
61
3.1
3.2
4.1
31.1
31.2
32
101The following materials from the Company’s Quarterly Report to Stockholders on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Labels Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document


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