PEAPACK GLADSTONE FINANCIAL CORP - FORM 10-Q

Attached files

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EX-32 - EX-32 - PEAPACK GLADSTONE FINANCIAL CORP	ex32.htm
EX-31.2 - EX-31.2 - PEAPACK GLADSTONE FINANCIAL CORP	ex31-2.htm
EX-31.1 - EX-31.1 - PEAPACK GLADSTONE FINANCIAL CORP	ex31-1.htm
EX-10.D - EX-10.D - PEAPACK GLADSTONE FINANCIAL CORP	ex10-d.htm
EX-10.C - EX-10.C - PEAPACK GLADSTONE FINANCIAL CORP	ex10-c.htm
EX-10.B - EX-10.B - PEAPACK GLADSTONE FINANCIAL CORP	ex10-b.htm
EX-10.A - EX-10.A - PEAPACK GLADSTONE FINANCIAL CORP	ex10-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2017

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 001-16197

PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

New Jersey	22-3537895
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

500 Hills Drive, Suite 300
Bedminster, New Jersey 07921-0700
(Address of principal executive offices, including zip code)

(908)234-0700
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

Yes x No o.

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 or Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer (do not check if a smaller reporting company) o	Smaller reporting company o
Emerging growth company o

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. o

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

Number of shares of Common Stock outstanding as of November 2, 2017:

18,259,577

PEAPACK-GLADSTONE FINANCIAL CORPORATION

PART 1 FINANCIAL INFORMATION

Item 1	Financial Statements
	Consolidated Statements of Condition at September 30, 2017 and December 31, 2016	Page 3
	Consolidated Statements of Income for the three months and nine months ended September 30, 2017 and 2016	Page 4
	Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2017 and 2016	Page 5
	Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended September 30, 2017	Page 6
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016	Page 7
	Notes to Consolidated Financial Statements	Page 8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	Page 47
Item 3	Quantitative and Qualitative Disclosures about Market Risk	Page 68
Item 4	Controls and Procedures	Page 70

PART 2 OTHER INFORMATION

Item 1	Legal Proceedings	Page 70
Item 1A	Risk Factors	Page 70
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	Page 71
Item 3	Defaults Upon Senior Securities	Page 71
Item 4	Mine Safety Disclosures	Page 71
Item 5	Other Information	Page 71
Item 6	Exhibits	Page 71

Item 1. Financial Statements (Unaudited)

PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
(Dollars in thousands, except share and per share data)

	(unaudited)			(audited)
	September 30,			December 31,
	2017			2016
ASSETS
Cash and due from banks	$	4,446		$	24,580
Federal funds sold		101			101
Interest-earning deposits		88,793			138,010
Total cash and cash equivalents		93,340			162,691

Securities available for sale		315,112			305,388
FHLB and FRB stock, at cost		13,589			13,813
Loans held for sale, at fair value		2,240			1,200
Loans held for sale, at lower of cost or fair value		—			388
Loans		3,667,197			3,312,144
Less: Allowance for loan and lease losses		35,915			32,208
Net loans		3,631,282			3,279,936

Premises and equipment		29,832			30,371
Other real estate owned		137			534
Accrued interest receivable		6,803			8,153
Bank owned life insurance		44,380			43,806
Deferred tax assets, net		16,636			15,320
Goodwill and other intangible assets		15,064			3,157
Other assets		7,917			13,876
TOTAL ASSETS	$	4,176,332		$	3,878,633
LIABILITIES
Deposits:
Noninterest-bearing demand deposits	$	557,117		$	489,485
Interest-bearing deposits:
Interest-bearing deposits checking		1,144,714			1,023,081
Savings		121,830			120,056
Money market accounts		1,046,997			1,048,494
Certificates of deposit - Retail		528,251			457,000
Subtotal deposits		3,398,909			3,138,116
Interest-bearing demand – Brokered		180,000			180,000
Certificates of deposit - Brokered		83,788			93,721
Total deposits		3,662,697			3,411,837
Federal Home Loan Bank advances		49,898			61,795
Capital lease obligation		9,240			9,693
Subordinated debt, net		48,862			48,764
Accrued expenses and other liabilities		25,699			22,334
TOTAL LIABILITIES		3,796,396			3,554,423
SHAREHOLDERS’ EQUITY
Preferred stock (no par value; authorized 500,000 shares;
liquidation preference of $1,000 per share)		—			—
Common stock (no par value; stated value $0.83 per share; authorized
21,000,000 shares; issued shares, 18,622,937 at September 30, 2017 and
17,666,173 at December 31, 2016; outstanding shares, 18,214,759 at
September 30, 2017 and 17,257,995 at December 31, 2016		15,521			14,717
Surplus		268,951			238,708
Treasury stock at cost, 408,178 shares at both September 30, 2017 and
December 31, 2016		(8,988	)		(8,988	)
Retained earnings		104,797			81,304
Accumulated other comprehensive loss, net of income tax		(345	)		(1,531	)
TOTAL SHAREHOLDERS’ EQUITY		379,936			324,210
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	4,176,332		$	3,878,633

See accompanying notes to consolidated financial statements

Index

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except share data)

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
INTEREST INCOME
Interest and fees on loans	$	35,511	$	28,225	$	96,640	$	82,713
Interest on securities available for sale:
Taxable		1,564		976		4,545		2,816
Tax-exempt		117		128		353		377
Interest on loans held for sale		23		384		34		577
Interest on interest-earning deposits		276		131		716		294
Total interest income		37,491		29,844		102,288		86,777
INTEREST EXPENSE
Interest on savings and interest-bearing deposit
accounts		3,083		1,399		7,215		3,785
Interest on certificates of deposit		1,864		1,615		5,084		4,649
Interest on borrowed funds		439		380		1,096		1,432
Interest on capital lease obligation		112		119		341		361
Interest on subordinated debt		783		799		2,349		938
Subtotal - interest expense		6,281		4,312		16,085		11,165
Interest on interest-bearing demand – brokered		737		762		2,183		2,263
Interest on certificates of deposits – brokered		481		501		1,465		1,494
Total Interest expense		7,499		5,575		19,733		14,922
NET INTEREST INCOME BEFORE
PROVISION FOR LOAN AND LEASE LOSSES		29,992		24,269		82,555		71,855
Provision for loan and lease losses		400		2,100		4,200		6,000
NET INTEREST INCOME AFTER
PROVISION FOR LOAN AND LEASE LOSSES		29,592		22,169		78,355		65,855
OTHER INCOME
Wealth management fee income		5,790		4,436		15,694		13,630
Service charges and fees		816		812		2,402		2,437
Bank owned life insurance		343		340		1,015		1,027
Gains on loans held for sale at fair value (mortgage
banking)		141		383		279		813
Gains on loans held for sale at lower of cost or
fair value		34		256		34		880
Fee income related to loan level, back-to-back swaps		888		670		2,635		764
Gain on sale of SBA loans		493		243		790		502
Other income		326		395		1,172		1,074
Securities gains, net		—		—		—		119
Total other income		8,831		7,535		24,021		21,246
OPERATING EXPENSES
Compensation and employee benefits		13,996		11,515		38,660		33,523
Premises and equipment		2,945		2,736		8,794		8,342
FDIC insurance expense		583		814		1,871		3,954
Other operating expense		4,437		3,101		12,035		10,328
Total operating expenses		21,961		18,166		61,360		56,147
INCOME BEFORE INCOME TAX EXPENSE		16,462		11,538		41,016		30,954
Income tax expense		6,256		4,422		14,888		11,785
NET INCOME	$	10,206	$	7,116	$	26,128	$	19,169

EARNINGS PER SHARE
Basic	$	0.57	$	0.43	$	1.49	$	1.19
Diluted	$	0.56	$	0.43	$	1.47	$	1.17
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING
Basic		17,800,153		16,467,654		17,478,293		16,167,153
Diluted		18,123,268		16,673,596		17,753,731		16,347,255

See accompanying notes to consolidated financial statements

Index

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016

Net income	$	10,206		$	7,116		$	26,128		$	19,169
Comprehensive income:
Unrealized gains/(loss) on available for sale
securities:
Unrealized holding gains/(loss) arising
during the period		99			(350	)		934			1,081
Less: Reclassification adjustment for net gains
included in net income		—			—			—			119
		99			(350	)		934			962
Tax effect		(37	)		135			(353	)		(361	)
Net of tax		62			(215	)		581			601

Unrealized gains/(loss) on cash flow hedges:
Unrealized holding gains/(loss)		222			1,591			1,023			(3,380	)
		222			1,591			1,023			(3,380	)
Tax effect		(91	)		(650	)		(418	)		1,381
Net of tax		131			941			605			(1,999	)


Total other comprehensive income/(loss)		193			726			1,186			(1,398	)

Total comprehensive income	$	10,399		$	7,842		$	27,314		$	17,771

See accompanying notes to consolidated financial statements

Index

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)

Nine Months Ended September 30, 2017

													Accumulated
													Other
(In thousands, except	Common						Treasury			Retained			Comprehensive
per share data)	Stock			Surplus			Stock			Earnings			Loss			Total

Balance at January 1, 2017
17,257,995 common shares
outstanding	$	14,717		$	238,708		$	(8,988	)	$	81,304		$	(1,531	)	$	324,210
Net income		—			—			—			26,128			—			26,128
Comprehensive income		—			—			—			—			1,186			1,186
Restricted stock units issued
61,610 shares		51			(51	)		—			—			—			—
Restricted stock awards forfeitures,
(400) shares		(1	)		1			—			—			—			—
Restricted stock units/awards
repurchased on vesting to pay
taxes, (46,884) shares		(39	)		(1,376	)		—			—			—			(1,415	)
Amortization of restricted
awards/units		—			2,536			—			—			—			2,536
Cash dividends declared on
common stock ($0.15 per share)		—			—			—			(2,635	)		—			(2,635	)
Common stock option expense		—			6			—			—			—			6
Common stock options exercised,
33,862 net of 8,744 used to
exercise, 25,118 shares		28			307			—			—			—			335
Sales of shares (Dividend
Reinvestment Program),
867,377 shares		723			25,354			—			—			—			26,077
Issuance of shares for
Employee Stock Purchase
Plan, 19,820 shares		17			602			—			—			—			619
Issuance of shares for employee,
saving and investment plan
30,123 shares		25			864			—			—			—			889
Common stock to be issued in
wealth acquisition		—			2,000			—			—			—			2,000
Balance at September 30, 2017
18,214,759 common shares
outstanding	$	15,521		$	268,951		$	(8,988	)	$	104,797		$	(345	)	$	379,936

See accompanying notes to consolidated financial statements

Index

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2017			2016
OPERATING ACTIVITIES:
Net income	$	26,128		$	19,169
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		2,473			2,280
Amortization of premium and accretion of discount on securities, net		1,276			1,090
Amortization of restricted stock		2,536			2,154
Amortization of intangible		93			93
Amortization of subordinated debt costs		98			38
Provision of loan and lease losses		4,200			6,000
Deferred tax (benefit)/expense		(2,087	)		1,837
Stock-based compensation and employee stock purchase plan expense		—			128
Gains on securities, available for sale, net		—			(119	)
Loans originated for sale (1)		(27,925	)		(53,412	)
Proceeds from sales of loans held for sale (1)		28,342			52,770
Gain on loans held for sale (1)		(1,069	)		(813	)
Gain on loans held for sale at lower of cost or fair value		(34	)		(880	)
Gain on sale of other real estate owned		—			(5	)
Gain on death benefit		(62	)		—
Increase in cash surrender value of life insurance, net		(612	)		(656	)
Decrease in accrued interest receivable		1,350			437
Decrease/(increase) in other assets		8,816			(391	)
Increase in accrued expenses, capital lease obligations and other liabilities		1,084			2,732
NET CASH PROVIDED BY OPERATING ACTIVITIES		44,607			32,452
INVESTING ACTIVITIES:
Principal repayments, maturities and calls of securities available for sale		51,739			43,997
Redemptions for FHLB & FRB stock		31,568			61,155
Call of securities available for sale		—			10,035
Sales of securities available for sale		—			5,499
Purchase of securities available for sale		(61,805	)		(106,524	)
Purchase of FHLB & FRB stock		(31,344	)		(61,264	)
Proceeds from sales of loans held for sale at lower of cost or fair value		78,800			182,763
Net increase in loans, net of participations sold		(434,449	)		(451,101	)
Sales of other real estate owned		534			568
Purchase of premises and equipment		(1,934	)		(2,257	)
Proceeds from death benefit		100			—
Purchase of wealth management company		(10,000	)		—
NET CASH USED IN INVESTING ACTIVITIES		(376,791	)		(317,129	)
FINANCING ACTIVITIES:
Net increase in deposits		250,860			364,590
Net increase/(decrease) in overnight borrowings		—			(40,700	)
Repayments of Federal Home Loan Bank advances		(11,897	)		(11,897	)
Dividends paid on common stock		(2,635	)		(2,452	)
Exercise of Stock Options, net of stock swaps		335			246
Restricted stock repurchased on vesting to pay taxes		(1,415	)		(496	)
Proceeds from issuance of subordinated debt		—			48,693
Sales of common shares (Dividend Reinvestment Program)		26,077			15,532
Issuance of shares for employee saving and investment plan		889			—
Issuance of shares for employee stock purchase plan		619			556
NET CASH PROVIDED BY IN FINANCING ACTIVITIES		262,833			374,072
Net (decrease)/increase in cash and cash equivalents		(69,351	)		89,395
Cash and cash equivalents at beginning of period		162,691			70,160
Cash and cash equivalents at end of period	$	93,340		$	159,555
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	18,501		$	13,492
Income tax, net		8,107			10,880
Transfer of loans to loans held for sale		—			159,804
Transfer of loans held for sale to loans		—			30,121
Transfer of loans to other real estate owned		137			534
Security purchases settled in subsequent period		—			7,003
Acquisition
Goodwill		12,000			—

(1)

Includes mortgage loans originated with the intent to sell which are carried at fair value. In addition, this includes the guaranteed portion of SBA loans which are carried at the lower of cost or fair value.

See accompanying notes to consolidated financial statements

Index

PEAPACK-GLADSTONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Certain information and footnote disclosures normally included in the audited consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the period ended December 31, 2016 for Peapack-Gladstone Financial Corporation (the “Corporation” or the “Company”). In the opinion of the management of the Corporation, the accompanying unaudited Consolidated Interim Financial Statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2017, the results of operations and comprehensive income for the three and nine months ended September 30, 2017 and 2016, shareholders’ equity for the nine months ended September 30, 2017 and cash flow statements for the nine months ended September 30, 2017 and 2016.The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for any future period.

Principles of Consolidation and Organization: The consolidated financial statements of the Company are prepared on the accrual basis and include the accounts of the Company and its wholly-owned subsidiary, Peapack-Gladstone Bank (the “Bank”). The consolidated statements also include the Bank’s wholly-owned subsidiaries, PGB Trust & Investments of Delaware, Peapack Capital Corporation (formed in the second quarter of 2017), Murphy Capital Management (“MCM”) (acquired in the third quarter of 2017), and Peapack-Gladstone Mortgage Group, Inc. and Peapack-Gladstone Mortgage Group’s wholly-owned subsidiary, PG Investment Company of Delaware, Inc. and its wholly-owned subsidiary, Peapack-Gladstone Realty, Inc., a New Jersey Real Estate Investment Company. While the following footnotes include the collective results of the Company and the Bank, these footnotes primarily reflect the Bank’s and its subsidiaries’ activities. All significant intercompany balances and transactions have been eliminated from the accompanying consolidated financial statements.

Basis of Financial Statement Presentation: The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the statement of condition and revenues and expenses for that period. Actual results could differ from those estimates.

Segment Information: The Company’s business is conducted through its banking subsidiary and involves the delivery of loan and deposit products and wealth management services to customers. Management uses certain methodologies to allocate income and expense to the business segments.

The Banking segment includes commercial, commercial real estate, multifamily, residential and consumer lending activities; deposit generation; operation of ATMs; telephone and internet banking services; merchant credit card services and customer support services.

Peapack-Gladstone Bank’s Private Wealth Management Division includes asset management services provided for individuals and institutions; personal trust services, including services as executor, trustee, administrator, custodian and guardian; corporate trust services including services as trustee for pension and profit sharing plans; and other financial planning and advisory services. This segment also includes the activity from the Delaware subsidiary, PGB Trust and Investments of Delaware and MCM. Income is recognized as earned.

Index

Cash and Cash Equivalents: For purposes of the statements of cash flows, cash and cash equivalents include cash and due from banks, interest-earning deposits and federal funds sold. Generally, federal funds are sold for one-day periods. Cash equivalents are of original maturities of 90 days or less. Net cash flows are reported for customer loan and deposit transactions and overnight borrowings.

Interest-Earning Deposits in Other Financial Institutions: Interest-earning deposits in other financial institutions mature within one year and are carried at cost.

Securities: All securities are classified as available for sale and are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

Interest income includes amortization of purchase premiums and discounts. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated and premiums on callable debt securities which will be amortized to the earliest call date. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

Management evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, Management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) other-than-temporary impairment related to credit loss, which must be recognized in the income statement and 2) other-than-temporary impairment related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.

Federal Home Loan Bank (FHLB) and Federal Reserve Bank (FRB) Stock: The Bank is a member of the FHLB system. Members are required to own a certain amount of FHLB stock, based on the level of borrowings and other factors. FHLB stock is carried at cost, classified as a restricted security and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

The Bank is also a member of the Federal Reserve Bank System and required to own a certain amount of FRB stock. FRB stock is carried at cost and classified as a restricted security. Both cash and stock dividends are reported as income.

Loans Held for Sale: Mortgage loans originated with the intent to sell in the secondary market are carried at fair value, as determined by outstanding commitments from investors.

Mortgage loans held for sale are generally sold with servicing rights released; therefore, no servicing rights are recorded. Gains and losses on sales of mortgage loans, shown as gain on sale of loans at fair value on the Statements of Income, are based on the difference between the selling price and the carrying value of the related loan sold.

SBA loans originated with the intent to sell in the secondary market are carried at the lower of cost or fair value. SBA loans are generally sold with the servicing rights retained. Gains and losses on the sale of SBA loans are based on the difference between the selling price and the carrying value of the related loan sold. Total SBA loans serviced totaled $13.4 million and $5.8 million as of September 30, 2017 and December 31, 2016, respectively. There were no SBA loans held for sale at September 30, 2017. SBA Loans held for sale totaled $388 thousand as of December 31, 2016.

Index

Loans originated with the intent to hold and subsequently transferred to loans held for sale are carried at the lower of cost or fair value. These are loans that the Company no longer has the intent to hold for the foreseeable future.

Loans: Loans that Management has the intent and ability to hold for the foreseeable future or until maturity are stated at the principal amount outstanding. Interest on loans is recognized based upon the principal amount outstanding. Loans are stated at face value, less purchased premium and discounts and net deferred fees. Loan origination fees and certain direct loan origination costs are deferred and recognized over the life of the loan as an adjustment, on a level-yield method, to the loan’s yield. The definition of recorded investment in loans includes accrued interest receivable and deferred fees/cost, however, for the Company’s loan disclosures, accrued interest and deferred fees/cost was excluded as the impact was not material.

Loans are considered past due when they are not paid in accordance with contractual terms. The accrual of income on loans, including impaired loans, is discontinued if, in the opinion of Management, principal or interest is not likely to be paid in accordance with the terms of the loan agreement, or when principal or interest is past due 90 days or more and collateral, if any, is insufficient to cover principal and interest. All interest accrued but not received for loans placed on nonaccrual are reversed against interest income. Payments received on nonaccrual loans are recorded as principal payments. A nonaccrual loan is returned to accrual status only when interest and principal payments are brought current and future payments are reasonably assured, generally when the Bank receives contractual payments for a minimum of six months. Commercial loans are generally charged off after an analysis is completed which indicates that collectability of the full principal balance is in doubt. Consumer loans are generally charged off after they become 120 days past due. Subsequent payments are credited to income only if collection of principal is not in doubt. If principal and interest payments are brought contractually current and future collectability is reasonably assured, loans are returned to accrual status. Nonaccrual mortgage loans are generally charged off when the value of the underlying collateral does not cover the outstanding principal balance. The majority of the Company’s loans are secured by real estate in the States of New Jersey and New York.

Allowance for Loan and Lease Losses: The allowance for loan and lease losses is a valuation allowance for credit losses that is management’s estimate of incurred losses in the loan portfolio. The process to determine reserves utilizes analytic tools and management judgement and is reviewed on a quarterly basis. When Management is reasonably certain that a loan balance is not fully collectable, an impairment analysis is completed whereby a specific reserve may be established or a full or partial charge off is recorded against the allowance. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations, estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans via a specific reserve, but the entire allowance is available for any loan that, in Management’s judgment, should be charged off.

The allowance consists of specific and general components. The specific component of the allowance relates to loans that are individually classified as impaired.

A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Factors considered by Management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Index

Loans are individually evaluated for impairment when they are classified as substandard by Management. If a loan is considered impaired, a portion of the allowance may be allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or if repayment is expected solely from the underlying collateral, the loan principal balance is compared to the fair value of collateral less estimated disposition costs to determine the need, if any, for a charge off.

A troubled debt restructuring (“TDR”) is a modified loan with concessions made by the lender to a borrower who is experiencing financial difficulty. TDRs are impaired and are generally measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral, less estimated disposition costs. For TDRs that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan and lease losses.

The general component of the allowance covers non-impaired loans and is based primarily on the Bank’s historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experience by the Company on a weighted average basis over the previous three years. This actual loss experience is adjusted by other qualitative factors based on the risks present for each portfolio segment. These qualitative factors include consideration of the following: levels of and trends in delinquencies and impaired loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures and practices; experience, ability and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. For loans that are graded as non-impaired, the Company allocates a higher general reserve percentage than pass-rated loans using a multiple that is calculated annually through a migration analysis. At September 30, 2017 and at December 31, 2016 the multiple was 4.0 times for non-impaired substandard loans and 2.0 times for non-impaired special mention loans.

In determining an appropriate amount for the allowance, the Bank segments and evaluates the loan portfolio based on Federal call report codes, which are based on collateral or purpose. The following portfolio classes have been identified:

Primary Residential Mortgages. The Bank originates one to four family residential mortgage loans in the Tri-State area (New York, New Jersey and Connecticut), Pennsylvania and Florida. Loans are secured by first liens on the primary residence or investment property. Primary risk characteristics associated with residential mortgage loans typically involve major living or lifestyle changes to the borrower, including unemployment or other loss of income; unexpected significant expenses, such as for major medical issues or catastrophic events; and divorce or death. In addition, residential mortgage loans that have adjustable rates could expose the borrower to higher debt service requirements in a rising interest rate environment. Further, real estate value could drop significantly and cause the value of the property to fall below the loan amount, creating additional potential exposure for the Bank.

Home Equity Lines of Credit. The Bank provides revolving lines of credit against one to four family residences in the Tri-State area. Primary risk characteristics associated with home equity lines of credit typically involve major living or lifestyle changes to the borrower, including unemployment or other loss of income; unexpected significant expenses, such as for major medical issues or catastrophic events; and divorce or death. In addition, home equity lines of credit typically are made with variable or floating interest rates, such as the Prime Rate, which could expose the borrower to higher debt service requirements in a rising interest rate environment. Further, real estate value could drop significantly and cause the value of the property to fall below the loan amount, creating additional potential exposure for the Bank.

Index

Junior Lien Loan on Residence. The Bank provides junior lien loans (“JLL”) against one to four family properties in the Tri-State area. JLLs can be either in the form of an amortizing home equity loan or a revolving home equity line of credit. These loans are subordinate to a first mortgage which may be from another lending institution. Primary risk characteristics associated with JLLs typically involve major living or lifestyle changes to the borrower, including unemployment or other loss of income; unexpected significant expenses, such as for major medical issues or catastrophic events; and divorce or death. Further, real estate value could drop significantly and cause the value of the property to fall below the loan amount, creating additional potential exposure for the Bank.

Multifamily and Commercial Real Estate Loans. The Bank provides mortgage loans for multifamily properties (i.e. buildings which have five or more residential units) and other commercial real estate that is either owner occupied or managed as an investment property (non-owner occupied) in the Tri-State area and Pennsylvania. Commercial real estate properties primarily include retail buildings/shopping centers, hotels, office/medical buildings and industrial/warehouse space. Some properties are considered “mixed use” as they are a combination of building types, such as a building with retail space on the ground floor and either residential apartments or office suites on the upper floors. Multifamily loans are expected to be repaid from the cash flow of the underlying property so the collective amount of rents must be sufficient to cover all operating expenses, property management and maintenance, taxes and debt service. Increases in vacancy rates, interest rates or other changes in general economic conditions can have an impact on the borrower and its ability to repay the loan. Commercial real estate loans are generally considered to have a higher degree of credit risk than multifamily loans as they may be dependent on the ongoing success and operating viability of a fewer number of tenants who are occupying the property and who may have a greater degree of exposure to economic conditions.

Commercial and Industrial Loans. The Bank provides lines of credit and term loans to operating companies for business purposes. The loans are generally secured by business assets such as accounts receivable, inventory, business vehicles and equipment. In addition, these loans often include commercial real estate as collateral to strengthen the Bank’s position and further mitigate risk. Commercial and industrial loans are typically repaid first by the cash flow generated by the borrower’s business operation. The primary risk characteristics are specific to the underlying business and its ability to generate sustainable profitability and resulting positive cash flow. Factors that may influence a business’s profitability include, but are not limited to, demand for its products or services, quality and depth of management, degree of competition, regulatory changes, and general economic conditions. Commercial and industrial loans are generally secured by business assets; however, the ability of the Bank to foreclose and realize sufficient value from the assets is often highly uncertain. To mitigate the risk characteristics of commercial and industrial loans, the Bank will often require more frequent reporting requirements from the borrower in order to better monitor its business performance.

Leasing and Equipment Finance. Peapack Capital Corporation (“PCC”), a subsidiary of the Bank, offers a range of finance solutions nationally. PCC provides term loans and leases secured by assets financed for U.S. based mid-size and large companies. Facilities tend to be fully drawn under fixed rate terms. PCC serves a broad range of industries including transportation, manufacturing, heavy construction and utilities.

Agricultural Production. These are loans to finance agricultural production and other loans to farmers. The Bank does not currently engage in this type of lending.

Index

Commercial Construction. The Bank has discontinued its commercial construction activity. Dollar amounts within this segment are immaterial.

Consumer and Other. These are loans to individuals for household, family and other personal expenditures as well as obligations of states and political subdivisions in the U.S. This also represents all other loans that cannot be categorized in any of the previous mentioned loan segments.

Derivatives: At the inception of a derivative contract, the Company designates the derivative as one of three types based on the Company’s intentions and belief as to likely effectiveness as a hedge. These three types are (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), or (3) an instrument with no hedging designation. For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item, are recognized in current earnings as fair values change. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. For both types of hedges, changes in the fair value of derivatives that are not highly effective in hedging the changes in fair value or expected cash flows of the hedged item are recognized immediately in current earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as non-interest income.

Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.

The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminated, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended.

When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.

Stock-Based Compensation: The Company’s 2006 Long-Term Stock Incentive Plan and 2012 Long-Term Stock Incentive Plan allow the granting of shares of the Company’s common stock as incentive stock options, nonqualified stock options, restricted stock awards, restricted stock units and stock appreciation rights to directors, officers and employees of the Company and its subsidiaries. The options granted under these plans are, in general, exercisable not earlier than one year after the date of grant, at a price equal to the fair value of common stock on the date of grant, and expire not more than ten years after the date of grant. Stock options may vest during a period of up to five years after the date of grant. Some options granted to officers at or above the senior vice president level were immediately exercisable at the date of grant. The Company has a policy of using new shares to satisfy option exercises.

Index

For the three months ended September 30, 2017 and 2016, the Company recorded total compensation cost for stock options of less than $1 thousand and $11 thousand, respectively. There was no recognized tax benefit for the quarter ended September 30, 2017. There was a recognized tax benefit of $1 thousand for the quarter ended September 30, 2016. The Company recorded total compensation cost for stock options for the nine months ended September 30, 2017 and 2016 of $6 thousand and $45 thousand, respectively. There was no recognized tax benefit for the nine months ended September 30, 2017. There was a recognized tax benefit of $4 thousand for the nine months ended September 30, 2016. There was less than $1 thousand of compensation cost related to non-vested share-based compensation arrangements granted under the Company’s stock incentive plans at September 30, 2017. That cost is expected to be recognized over a weighted average period of 0.10 years.

Upon adoption of Accounting Standards Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting” the Company has elected to account for forfeitures as they occur, rather than estimate expected forfeitures.

For the Company’s stock option plans, changes in options outstanding during the nine months ended September 30, 2017 were as follows:

						Weighted
				Weighted		Average		Aggregate
				Average		Remaining		Intrinsic
	Number of			Exercise		Contractual		Value
	Options			Price		Term		(In thousands)
Balance, January 1, 2017		179,159		$	16.27
Granted during 2017		—			—
Exercised during 2017		(33,862	)		17.93
Expired during 2017		(7,722	)		26.90
Forfeited during 2017		(581	)		14.73
Balance, September 30, 2017		136,994			15.27		3.30 years	$	2,530
Vested and expected to vest		136,990			15.27		3.30 years	$	2,530
Exercisable at September 30, 2017		136,934			15.27		3.30 years	$	2,529

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter of 2017 and the exercise price, multiplied by the number of in-the-money options). The Company’s closing stock price on September 30, 2017 was $33.74.

There were no stock options granted in the nine months ended September 30, 2017.

The Company has previously granted performance based and service based restricted stock awards/units. Service based awards/units vest ratably over a one, three or five-year period. There were 3,900 restricted stock units granted in the third quarter of 2017.

The performance based awards that were granted in previous periods are dependent upon the Company meeting certain performance criteria and cliff vest at the end of the performance period. Total unrecognized compensation expense for performance based awards was $1.7 million as of September 30, 2017.

Changes in nonvested shares dependent on performance criteria for the nine months ended September 30, 2017 were as follows:

Index

			Weighted
			Average
	Number of		Grant Date
	Shares		Fair Value
Balance, January 1, 2017		92,767	$	18.12
Granted during 2017		—		—
Vested during 2017		—		—
Forfeited during 2017		—		—
Balance, September 30, 2017		92,767	$	18.12

Changes in service based restricted stock awards/units for the nine months ended September 30, 2017 were as follows:

				Weighted
				Average
	Number of			Grant Date
	Shares			Fair Value
Balance, January 1, 2017		368,130		$	19.26
Granted during 2017		136,708			30.13
Vested during 2017		(148,619	)		18.52
Forfeited during 2017		(5,938	)		25.30
Balance, September 30, 2017		350,281		$	23.71

As of September 30, 2017, there was $1.2 million of total unrecognized compensation cost related to service based awards. That cost is expected to be recognized over a weighted average period of 0.59 years. As of September 30, 2017, there was $4.5 million of total unrecognized compensation cost related to service based units. That cost is expected to be recognized over a weighted average period of 1.27 years. Stock compensation expense recorded for the third quarters of 2017 and 2016 totaled $864 thousand and $725 thousand, respectively. For the nine months ended September 30, 2017 and 2016, the Company recorded total compensation cost of $2.5 million and $2.2 million, respectively.

Employee Stock Purchase Plan: On April 22, 2014, the shareholders of the Company approved the 2014 Employee Stock Purchase Plan (“ESPP”). The ESPP provides for the granting of purchase rights of up to 150,000 shares of Corporation common stock. Subject to certain eligibility requirements and restrictions, the ESPP allows employees to purchase shares during four three-month offering periods (“Offering Periods”). Each participant in the Offering Period is granted an option to purchase a number of shares and may contribute between 1% and 15% of their compensation. At the end of each Offering Period on the purchase date, the number of shares to be purchased by the employee is determined by dividing the employee’s contributions accumulated during the Offering Period by the applicable purchase price. The purchase price is an amount equal to 85% of the closing market price of a share of Company common stock on the purchase date. Participation in the ESPP is entirely voluntary and employees can cancel their purchases at any time during the Offering period without penalty. The fair value of each share purchase right is determined using the Black-Scholes option pricing model.

The Company recorded $33 thousand and $19 thousand of expense in salaries and employee benefits expense for the three months ended September 30, 2017 and 2016, respectively, related to the ESPP. Total shares issued under the ESPP during the third quarter of 2017 and 2016 were 6,987 and 7,155, respectively.

The Company recorded $105 thousand and $83 thousand of expense in salaries and employee benefits expense for the nine months ended September 30, 2017 and 2016, respectively, related to the ESPP. Total shares issued under the ESPP for the nine months ended September 30, 2017 and 2016 were 19,820 and 26,913, respectively.

Index

Earnings per share – Basic and Diluted: The following is a reconciliation of the calculation of basic and diluted earnings per share. Basic net income per share is calculated by dividing net income available to shareholders by the weighted average shares outstanding during the reporting period. Diluted net income per share is computed similarly to that of basic net income per share, except that the denominator is increased to include the number of additional shares that would have been outstanding utilizing the Treasury stock method if all shares underlying potentially dilutive stock options were issued and all restricted stock, stock warrants or restricted stock units were to vest during the reporting period.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands, except per share data)	2017		2016		2017		2016

Net income to shareholders	$	10,206	$	7,116	$	26,128	$	19,169

Basic weighted-average shares outstanding		17,800,153		16,467,654		17,478,293		16,167,153
Plus: common stock equivalents		323,115		205,942		275,438		180,102
Diluted weighted-average shares outstanding		18,123,268		16,673,596		17,753,731		16,347,255
Net income per share
Basic	$	0.57	$	0.43	$	1.49	$	1.19
Diluted		0.56		0.43		1.47		1.17

For the three and nine months ended September 30, 2017 all stock options and warrants were included in the computation of diluted earnings per share because they were all dilutive. Stock options and warrants totaling 218,079 shares were not included in the computation of diluted earnings per share in the third quarter of 2016 because they were considered antidilutive. Stock options and warrants totaling 223,832 shares were not included in the computation of diluted earnings per share in the nine months ended September 30, 2016 because they were considered antidilutive. Antidilutive shares are common stock equivalents with weighted average exercise prices in excess of the weighted average market value for the period presented.

Income Taxes: The Company files a consolidated Federal income tax return. Separate state income tax returns are filed for each subsidiary based on current laws and regulations.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in its financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on the enacted tax rates. Such tax assets and liabilities are adjusted for the effect of a change in tax rates in the period of enactment.

The Company recognizes a tax position as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

The Company is no longer subject to examination by the U.S. Federal tax authorities for years prior to 2013 or by New Jersey tax authorities for years prior to 2012.

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

The Company’s effective rate was positively affected by the adoption of ASU 2016-09 which simplified certain aspects of accounting for share-based compensation.

Index

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonable estimated. Management does not believe there are any such matters that will have a material effect on the financial statements.

Restrictions on Cash: Cash on hand or on deposit with the FRB was required to meet regulatory reserve and clearing requirements.

Comprehensive Income: Comprehensive income consists of net income and the change during the period in the Company’s net unrealized gains or losses on securities available for sale and unrealized gains and losses on cash flow hedge, net of tax, less adjustments for realized gains and losses.

Transfers of Financial Assets: Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Goodwill and Other Intangible Assets: Goodwill is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquired company (if any), over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed. The Company has selected December 31 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill and assembly workforce are the intangible assets with an indefinite life on our balance sheet.

Other intangible assets which primarily consist of customer relationship intangible assets arising from acquisition, are amortized on an accelerated method over their estimated useful lives, which range up to 15 years.

2. INVESTMENT SECURITIES AVAILABLE FOR SALE

A summary of amortized cost and approximate fair value of investment securities available for sale included in the consolidated statements of condition as of September 30, 2017 and December 31, 2016 follows:

	September 30, 2017
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
(In thousands)	Cost		Gains		Losses			Value
U.S. government-sponsored agencies	$	36,988	$	—	$	(513	)	$	36,475
Mortgage-backed securities – residential		237,547		960		(1,126	)		237,381
SBA pool securities		6,002		—		(66	)		5,936
State and political subdivisions		24,400		156		(46	)		24,510
Corporate bond		3,000		94		—			3,094
Single-issuer trust preferred security		2,999		—		(142	)		2,857
CRA investment fund		5,000		—		(141	)		4,859
Total	$	315,936	$	1,210	$	(2,034	)	$	315,112

	December 31, 2016
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
(In thousands)	Cost		Gains		Losses			Value
U.S. government-sponsored agencies	$	21,991	$	—	$	(474	)	$	21,517
Mortgage-backed securities – residential		238,271		860		(1,514	)		237,617
SBA pool securities		6,778		—		(65	)		6,713
State and political subdivisions		29,107		160		(274	)		28,993
Corporate bond		3,000		113		—			3,113
Single-issuer trust preferred security		2,999		—		(389	)		2,610
CRA investment fund		5,000		—		(175	)		4,825
Total	$	307,146	$	1,133	$	(2,891	)	$	305,388

Index

The following tables present the Corporation’s available for sale securities with continuous unrealized losses and the approximate fair value of these investments as of September 30, 2017 and December 31, 2016.

	September 30, 2017
	Duration of Unrealized Loss
	Less Than 12 Months					12 Months or Longer					Total
	Approximate					Approximate					Approximate
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(In thousands)	Value		Losses			Value		Losses			Value		Losses

U.S. government-
sponsored agencies	$	31,662	$	(330	)	$	4,813	$	(183	)	$	36,475	$	(513	)
Mortgage-backed
securities-residential		97,456		(611	)		30,603		(515	)		128,059		(1,126	)
SBA pool securities		—		—			5,936		(66	)		5,936		(66	)
State and political
subdivisions		7,631		(40	)		993		(6	)		8,624		(46	)
Single-issuer trust
preferred security		—		—			2,858		(142	)		2,858		(142	)
CRA investment fund		—		—			4,859		(141	)		4,859		(141	)
Total	$	136,749	$	(981	)	$	50,062	$	(1,053	)	$	186,811	$	(2,034	)

	December 31, 2016
	Duration of Unrealized Loss
	Less Than 12 Months					12 Months or Longer					Total
	Approximate					Approximate					Approximate
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(In thousands)	Value		Losses			Value		Losses			Value		Losses
U.S. government-
sponsored agencies	$	21,517	$	(474	)	$	—	$	—		$	21,517	$	(474	)
Mortgage-backed
securities-residential		151,114		(1,472	)		5,147		(42	)		156,261		(1,514	)
SBA pool securities		—		—			6,713		(65	)		6,713		(65	)
State and political
subdivisions		9,412		(274	)		—		—			9,412		(274	)
Single-issuer trust
preferred security		—		—			2,610		(389	)		2,610		(389	)
CRA investment fund		1,930		(70	)		2,894		(105	)		4,824		(175	)
Total	$	183,973	$	(2,290	)	$	17,364	$	(601	)	$	201,337	$	(2,891	)

Management believes that the unrealized losses on investment securities available for sale are temporary and are due to interest rate fluctuations and/or volatile market conditions rather than the creditworthiness of the issuers. As of September 30, 2017, the Company does not intend to sell these securities nor is it likely that it will be required to sell the securities before their anticipated recovery; therefore, none of the securities in an unrealized loss position were determined to be other-than-temporarily impaired.

At September 30, 2017, the unrealized loss on the single-issuer trust preferred security of $142 thousand was related to a debt security issued by a large bank holding company. The security was downgraded to below investment grade by Moody’s and is currently rated Ba1. Management monitors the performance of the issuer on a quarterly basis to determine if there are any credit events that could result in deferral or default of the security. Management believes the depressed valuation is a result of the nature of the security, a trust preferred bond, and the bond’s very low yield. As Management does not intend to sell this security nor is it likely that it will be required to sell the security before its anticipated recovery, the security is not considered other-than-temporarily impaired at September 30, 2017.

Index

3. LOANS

Loans outstanding, excluding those held for sale, by general ledger classification, as of September 30, 2017 and December 31, 2016, consisted of the following:

			% of					% of
	September 30,		Totals			December 31,		Total
(In thousands)	2017		Loans			2016		Loans
Residential mortgage	$	602,775		16.44	%	$	527,370		15.92	%
Multifamily mortgage		1,441,852		39.32			1,459,594		44.07
Commercial mortgage		625,466		17.05			551,233		16.65
Commercial loans		845,831		23.06			636,714		19.23
Construction loans		—		—			1,405		0.04
Home equity lines of credit		68,787		1.88			65,682		1.98
Consumer loans, including fixed
rate home equity loans		81,671		2.23			69,654		2.10
Other loans		815		0.02			492		0.01
Total loans	$	3,667,197		100.00	%	$	3,312,144		100.00	%

In determining an appropriate amount for the allowance, the Bank segments and evaluates the loan portfolio based on federal call report codes. The following portfolio classes have been identified as of September 30, 2017 and December 31, 2016:

			% of					% of
	September 30,		Totals			December 31,		Total
(In thousands)	2017		Loans			2016		Loans
Primary residential mortgage	$	631,632		17.23	%	$	557,970		16.86	%
Home equity lines of credit		68,787		1.88			65,683		1.98
Junior lien loan on residence		7,082		0.19			9,206		0.28
Multifamily property		1,441,852		39.34			1,459,594		44.09
Owner-occupied commercial real estate		253,605		6.92			176,123		5.32
Investment commercial real estate		876,282		23.91			752,258		22.73
Commercial and industrial		257,124		7.01			213,983		6.47
Lease Financing		36,184		0.99			—		—
Farmland/agricultural production		162		0.01			169		0.01
Commercial construction loans		93		0.01			1,497		0.04
Consumer and other loans		92,055		2.51			73,621		2.22
Total loans	$	3,664,858		100.00	%	$	3,310,104		100.00	%
Net deferred costs		2,339					2,040
Total loans including net deferred costs	$	3,667,197				$	3,312,144

Index

The following tables present the loan balances by portfolio class, based on impairment method, and the corresponding balances in the allowance for loan and lease losses (ALLL) as of September 30, 2017 and December 31, 2016:

	September 30, 2017
	Total		Ending ALLL		Total		Ending ALLL
	Loans		Attributable		Loans		Attributable
	Individually		To Loans		Collectively		To Loans
	Evaluated		Individually		Evaluated		Collectively				Total
	For		Evaluated for		For		Evaluated for		Total		Ending
(In thousands)	Impairment		Impairment		Impairment		Impairment		Loans		ALL
Primary residential
mortgage	$	12,161	$	572	$	619,471	$	3,772	$	631,632	$	4,344
Home equity lines
of credit		27		—		68,760		229		68,787		229
Junior lien loan
on residence		98		—		6,984		13		7,082		13
Multifamily
property		—		—		1,441,852		11,246		1,441,852		11,246
Owner-occupied
commercial
real estate		1,576		—		252,029		2,270		253,605		2,270
Investment
commercial
real estate		11,130		205		865,152		11,752		876,282		11,957
Commercial and
industrial		54		54		257,070		5,181		257,124		5,235
Lease financing		—		—		36,184		275		36,184		275
Secured by
farmland and
agricultural
production		—		—		162		2		162		2
Commercial
construction		—		—		93		1		93		1
Consumer and
other		—		—		92,055		343		92,055		343
Total ALLL	$	25,046	$	831	$	3,639,812	$	35,084	$	3,664,858	$	35,915

	December 31, 2016
	Total		Ending ALLL		Total		Ending ALLL
	Loans		Attributable		Loans		Attributable
	Individually		To Loans		Collectively		To Loans
	Evaluated		Individually		Evaluated		Collectively				Total
	For		Evaluated for		For		Evaluated for		Total		Ending
(In thousands)	Impairment		Impairment		Impairment		Impairment		Loans		ALLL
Primary residential
mortgage	$	15,814	$	456	$	542,156	$	3,210	$	557,970	$	3,666
Home equity lines
of credit		53		—		65,630		233		65,683		233
Junior lien loan
on residence		229		—		8,977		16		9,206		16
Multifamily
Property		—		—		1,459,594		11,192		1,459,594		11,192
Owner-occupied
Commercial
real estate		1,486		—		174,637		1,774		176,123		1,774
Investment
commercial
real estate		11,335		214		740,923		10,695		752,258		10,909
Commercial and
Industrial		154		154		213,829		4,010		213,983		4,164
Secured by
farmland and
agricultural production
production		—		—		169		2		169		2
Commercial
construction		—		—		1,497		9		1,497		9
Consumer and
Other		—		—		73,621		243		73,621		243
Total ALLL	$	29,071	$	824	$	3,281,033	$	31,384	$	3,310,104	$	32,208

Index

Impaired loans include nonaccrual loans of $15.4 million at September 30, 2017 and $11.3 million at December 31, 2016. Impaired loans also include performing TDR loans of $9.7 million at September 30, 2017 and $17.8 million at December 31, 2016. At September 30, 2017, the allowance allocated to TDR loans totaled $439 thousand, of which $184 thousand was allocated to nonaccrual loans. At December 31, 2016, the allowance allocated to TDR loans totaled $550 thousand of which $314 thousand was allocated to nonaccrual loans. All accruing TDR loans were paying in accordance with restructured terms as of September 30, 2017. The Company has not committed to lend additional amounts as of September 30, 2017 to customers with outstanding loans that are classified as TDR loans.

The following tables present loans individually evaluated for impairment by class of loans as of September 30, 2017 and December 31, 2016 (The average impaired loans on the following tables represent year to date impaired loans.):

	September 30, 2017
	Unpaid						Average
	Principal		Recorded		Specific		Impaired
(In thousands)	Balance		Investment		Reserves		Loans
With no related allowance recorded:
Primary residential mortgage	$	9,998	$	8,820	$	—	$	11,329
Owner-occupied commercial real estate		1,756		1,576		—		1,467
Investment commercial real estate		9,601		9,537		—		10,035
Home equity lines of credit		29		27		—		42
Junior lien loan on residence		156		98		—		96
Total loans with no related allowance	$	21,541	$	20,058	$	—	$	22,969
With related allowance recorded:
Primary residential mortgage	$	4,159	$	3,341	$	572	$	1,296
Investment commercial real estate		1,609		1,593		205		1,202
Commercial and industrial		110		54		54		79
Total loans with related allowance	$	5,878	$	4,988	$	831	$	2,577
Total loans individually evaluated for
Impairment	$	27,419	$	25,046	$	831	$	25,546

	December 31, 2016
	Unpaid						Average
	Principal		Recorded		Specific		Impaired
(In thousands)	Balance		Investment		Reserves		Loans
With no related allowance recorded:
Primary residential mortgage	$	16,015	$	14,090	$	—	$	10,038
Owner-occupied commercial real estate		1,597		1,486		—		1,450
Investment commercial real estate		9,711		9,711		—		9,974
Home equity lines of credit		56		53		—		143
Junior lien loan on residence		280		229		—		339
Total loans with no related allowance	$	27,659	$	25,569	$	—	$	21,944
With related allowance recorded:
Primary residential mortgage	$	1,787	$	1,724	$	456	$	1,678
Investment commercial real estate		1,640		1,624		214		1,642
Commercial and industrial		204		154		154		145
Total loans with related allowance	$	3,631	$	3,502	$	824	$	3,465
Total loans individually evaluated for
impairment	$	31,290	$	29,071	$	824	$	25,409

Interest income recognized on impaired loans for the quarters ended September 30, 2017 and 2016 was not material. The Company did not recognize any income on nonaccruing impaired loans for the three and nine months ended September 30, 2017 and 2016.

Index

The following tables present the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of September 30, 2017 and December 31, 2016:

	September 30, 2017
			Loans Past Due
			Over 90 Days
			And Still
(In thousands)	Nonaccrual		Accruing Interest
Primary residential mortgage	$	8,318	$	—
Home equity lines of credit		6		—
Junior lien loan on residence		98		—
Owner-occupied commercial real estate		1,576		—
Investment commercial real estate		5,315		—
Commercial and industrial		54		—
Total	$	15,367	$	—

	December 31, 2016
			Loans Past Due
			Over 90 Days
			And Still
(In thousands)	Nonaccrual		Accruing Interest
Primary residential mortgage	$	9,071	$	—
Home equity lines of credit		30		—
Junior lien loan on residence		115		—
Owner-occupied commercial real estate		1,486		—
Investment commercial real estate		408		—
Commercial and industrial		154		—
Total	$	11,264	$	—

Index

The following tables present the aging of the recorded investment in past due loans as of September 30, 2017 and December 31, 2016 by class of loans, excluding nonaccrual loans:

	September 30, 2017
	30-59		60-89		Greater Than
	Days		Days		90 Days		Total
(In thousands)	Past Due		Past Due		Past Due		Past Due
Primary residential mortgage	$	589	$	—	$	—	$	589
Total	$	589	$	—	$	—	$	589


	December 31, 2016
	30-59		60-89		Greater Than
	Days		Days		90 Days		Total
(In thousands)	Past Due		Past Due		Past Due		Past Due
Primary residential mortgage	$	620	$	480	$	—	$	1,100
Junior lien loan on residence		—		25		—		25
Owner-occupied commercial real estate		209		—		—		209
Commercial and industrial		22		—		—		22
Total	$	851	$	505	$	—	$	1,356

Credit Quality Indicators:

The Company places all commercial loans into various credit risk rating categories based on an assessment of the expected ability of the borrowers to properly service their debt. The assessment considers numerous factors including, but not limited to, debt service capacity, current financial information on the borrower, historical payment experience, strength of any guarantor, nature of and value of any collateral, acceptability of the loan structure and documentation, relevant public information and current economic trends. This credit risk rating analysis is performed when the loan is initially underwritten and then annually based on set criteria in the loan policy.

In addition, the Bank has engaged an independent loan review firm to validate risk ratings and to ensure compliance with our policies and procedures. This review of the following types of loans is performed quarterly:

All new relationships or new lending to existing relationships greater than $1,000,000;

All criticized and classified rated borrowers with relationship exposure of more than $500,000;

A large sample of borrowers with total relationship commitments in excess of $1,000,000;

A random sample of borrowers with relationships less than $1,000,000;

Any other credits requested by Bank senior management or a member of the Board of Directors and any borrower for which the reviewer determines a review is warranted based upon knowledge of the portfolio, local events, industry stresses etc.

The Company uses the following regulatory definitions for criticized and classified risk ratings:

Special Mention: These loans have a potential weakness that deserves Management’s close attention. If left uncorrected, the potential weaknesses may result in deterioration of the repayment prospects for the loans or of the institution’s credit position at some future date.

Substandard: These loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Index

Doubtful: These loans have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable, based on currently existing facts, conditions and values.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans.

Loans that are considered to be impaired are individually evaluated for potential loss and allowance adequacy. Loans not deemed impaired are collectively evaluated for potential loss and allowance adequacy.

As of September 30, 2017, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

			Special
(In thousands)	Pass		Mention		Substandard		Doubtful
Primary residential mortgage	$	618,544	$	795	$	12,293	$	—
Home equity lines of credit		68,760		—		27		—
Junior lien loan on residence		6,984		—		98		—
Multifamily property		1,424,637		15,381		1,834		—
Owner-occupied commercial real estate		248,504		—		5,101		—
Investment commercial real estate		847,966		6,233		22,083		—
Commercial and industrial		249,323		6,991		810		—
Lease financing		36,184		—		—		—
Farmland		162		—		—		—
Commercial construction		—		93		—		—
Consumer and other loans		90,131		—		1,924		—
Total	$	3,591,195	$	29,493	$	44,170	$	—

As of December 31, 2016, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

			Special
(In thousands)	Pass		Mention		Substandard		Doubtful
Primary residential mortgage	$	541,359	$	660	$	15,951	$	—
Home equity lines of credit		65,630		—		53		—
Junior lien loan on residence		8,977		—		229		—
Multifamily property		1,456,328		2,867		399		—
Owner-occupied commercial real estate		170,851		—		5,272		—
Investment commercial real estate		724,203		5,116		22,939		—
Commercial and industrial		208,617		4,411		955		—
Secured by farmland and agricultural		169		—		—		—
Commercial construction		1,400		97		—		—
Consumer and other loans		73,621		—		—		—
Total	$	3,251,155	$	13,151	$	45,798	$	—

At September 30, 2017, $23.9 million of substandard loans were also considered impaired compared to December 31, 2016, when $27.9 million of substandard loans were also impaired.

Index

The activity in the allowance for loan and lease losses for the three months ended September 30, 2017 is summarized below:

	July 1,										September 30,
	2017										2017
	Beginning							Provision			Ending
(In thousands)	ALLL		Charge-offs			Recoveries		(Credit)			ALLL
Primary residential mortgage	$	4,223	$	(261	)	$	59	$	323		$	4,344
Home equity lines of credit		211		—			2		16			229
Junior lien loan on residence		14		—			6		(7	)		13
Multifamily property		11,606		—			—		(360	)		11,246
Owner-occupied commercial real estate		2,147		(30	)		—		153			2,270
Investment commercial real estate		11,727		—			1		229			11,957
Commercial and industrial		5,333		—			9		(107	)		5,235
Lease financing		178		—			—		97			275
Secured by farmland and agricultural		2		—			—		—			2
Commercial construction		1		—			—		—			1
Consumer and other loans		309		(24	)		2		56			343
Total ALLL	$	35,751	$	(315	)	$	79	$	400		$	35,915

The activity in the allowance for loan and lease losses for the nine months ended September 30, 2017 is summarized below:

	January 1,										September 30,
	2017										2017
	Beginning							Provision			Ending
(In thousands)	ALLL		Charge-offs			Recoveries		(Credit)			ALLL
Primary residential mortgage	$	3,666	$	(591	)	$	128	$	1,141		$	4,344
Home equity lines of credit		233		(23	)		61		(42	)		229
Junior lien loan on residence		16		(57	)		19		35			13
Multifamily property		11,192		—			—		54			11,246
Owner-occupied commercial real estate		1,774		(30	)		—		526			2,270
Investment commercial real estate		10,909		—			23		1,025			11,957
Commercial and industrial		4,164		(25	)		61		1,035			5,235
Lease financing		—		—			—		275			275
Secured by farmland and agricultural		2		—			—		—			2
Commercial construction		9		—			—		(8	)		1
Consumer and other loans		243		(62	)		3		159			343
Total ALLL	$	32,208	$	(788	)	$	295	$	4,200		$	35,915

The activity in the allowance for loan and lease losses for the three months ended September 30, 2016 is summarized below:

	July 1,										September 30,
	2016										2016
	Beginning							Provision			Ending
(In thousands)	ALLL		Charge-offs			Recoveries		(Credit)			ALLL
Primary residential mortgage	$	2,783	$	(729	)	$	4	$	972		$	3,030
Home equity lines of credit		223		—			3		(2	)		224
Junior lien loan on residence		19		—			2		(3	)		18
Multifamily property		11,639		—			—		204			11,843
Owner-occupied commercial real estate		1,733		—			—		90			1,823
Investment commercial real estate		9,621		—			2		231			9,854
Commercial and industrial		2,951		(4	)		8		613			3,568
Secured by farmland and agricultural production		2		—			—		—			2
Commercial construction		1		—			—		3			4
Consumer and other loans		247		—			11		(8	)		250
Total ALLL	$	29,219	$	(733	)	$	30	$	2,100		$	30,616

Index

The activity in the allowance for loan and lease losses for the nine months ended September 30, 2016 is summarized below:

	January 1,										September 30,
	2016										2016
	Beginning							Provision			Ending
(In thousands)	ALLL		Charge-offs			Recoveries		(Credit)			ALLL
Primary residential mortgage	$	2,297	$	(1,027	)	$	25	$	1,735		$	3,030
Home equity lines of credit		86		(91	)		11		218			224
Junior lien loan on residence		66		—			72		(120	)		18
Multifamily property		11,813		—			—		30			11,843
Owner-occupied commercial real estate		1,679		—			—		144			1,823
Investment commercial real estate		7,590		(258	)		8		2,514			9,854
Commercial and industrial		2,209		(7	)		20		1,346			3,568
Secured by farmland and agricultural production		2		—			—		—			2
Commercial construction		2		—			—		2			4
Consumer and other loans		112		(5	)		12		131			250
Total ALLL	$	25,856	$	(1,388	)	$	148	$	6,000		$	30,616

Troubled Debt Restructurings:

The Company has allocated $439 thousand and $550 thousand of specific reserves on TDRs to customers whose loan terms have been modified in TDRs as of September 30, 2017 and December 31, 2016, respectively. There were no unfunded commitments to lend additional amounts to customers with outstanding loans that are classified as TDRs.

The terms of certain loans were modified as TDRs when one or a combination of the following occurred: a reduction of the stated interest rate of the loan; a deferral of scheduled payments with an extension of the maturity date; or some other modification or extension which would not be readily available in the market.

No loans were modified as TDRs during the three-month period ended September 30, 2017.

The following table presents loans by class modified as TDRs during the nine-month period ended September 30, 2017:

			Pre-Modification		Post-Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
(Dollars in thousands)	Contracts		Investment		Investment
Primary residential mortgage		5	$	1,148	$	1,148
Total		5	$	1,148	$	1,148

The identification of the TDRs did not have a significant impact on the allowance for loan and lease losses.

The following table presents loans by class modified as TDRs during the three-month period ended September 30, 2016:

			Pre-Modification		Post-Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
(Dollars in thousands)	Contracts		Investment		Investment
Primary residential mortgage		1	$	368	$	368
Total		1	$	368	$	368

The following table presents loans by class modified as TDRs during the nine-month period ended September 30, 2016:

Index

			Pre-Modification		Post-Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
(Dollars in thousands)	Contracts		Investment		Investment
Primary residential mortgage		7	$	4,924	$	4,924
Junior lien on residence		1		66		66
Investment commercial real estate		1		79		79
Total		9	$	5,069	$	5,069

There were no loans that were modified as TDRs for which there was a payment default, within twelve months of modification, during the three and nine months ended September 30, 2017 and 2016.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy. The modification of the terms of such loans may include one or more of the following: (1) a reduction of the stated interest rate of the loan to a rate that is lower than the current market rate for new debt with similar risk; (2) an extension of an interest only period for a predetermined period of time; (3) an extension of the maturity date; or (4) an extension of the amortization period over which future payments will be computed. At the time a loan is restructured, the Bank performs a full re-underwriting analysis, which includes, at a minimum, obtaining current financial statements and tax returns, copies of all leases, and an updated independent appraisal of the property. A loan will continue to accrue interest if it can be reasonably determined that the borrower should be able to perform under the modified terms, that the loan has not been chronically delinquent (both to debt service and real estate taxes) or in nonaccrual status since its inception, and that there have been no charge-offs on the loan. Restructured loans with previous charge-offs would not accrue interest at the time of the TDR. At a minimum, six months of contractual payments would need to be made on a restructured loan before returning it to accrual status. Once a loan is classified as a TDR, the loan is reported as a TDR until the loan is paid in full, sold or charged-off. In rare circumstances, a loan may be removed from TDR status if it meets the requirements of ASC 310-40-50-2.

4. DEPOSITS

Certificates of deposit, excluding brokered certificates of deposit over $250,000, totaled $158.9 million and $118.7 million at September 30, 2017 and December 31, 2016, respectively.

Index

The following table sets forth the details of total deposits as of September 30, 2017 and December 31, 2016:

	September 30,					December 31,
	2017					2016
(In thousands)	$		%			$		%
Noninterest-bearing demand deposits	$	557,117		15.21	%	$	489,485		14.35	%
Interest-bearing checking (1)		1,144,714		31.25			1,023,081		29.99
Savings		121,830		3.33			120,056		3.52
Money market		1,046,997		28.59			1,048,494		30.73
Certificates of deposit		528,251		14.42			457,000		13.39
Subtotal deposits		3,398,909		92.80			3,138,116		91.98
Interest-bearing demand - Brokered		180,000		4.91			180,000		5.27
Certificates of deposit - Brokered		83,788		2.29			93,721		2.75
Total deposits	$	3,662,697		100.00	%	$	3,411,837		100.00	%

(1)

Interest-bearing checking includes $373.7 million at September 30, 2017 and $393.0 million at December 31, 2016 of reciprocal balances in the Reich & Tang or Promontory Demand Deposit Marketplace program.

The scheduled maturities of certificates of deposit, including brokered certificates of deposit, as of September 30,2017 are as follows:

(In thousands)
2017	$	56,898
2018		316,436
2019		102,167
2020		39,510
2021		13,858
Over 5 Years		83,710
Total	$	612,039

5. FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

Advances from the FHLB totaled $49.9 million with a weighted average interest rate of 2.14 percent and $61.8 million with a weighted average interest rate of 2.02 percent at September 30, 2017 and December 31, 2016, respectively.

At September 30, 2017, advances totaling $37.9 million with a weighted average interest rate of 1.87 percent had fixed maturity dates. The fixed maturity date advances at December 31, 2016 totaled $49.8 million with a weighted average interest rate of 1.78 percent. The fixed rate advances are secured by blanket pledges of certain 1-4 family residential mortgages totaling $509.0 million and multifamily mortgages totaling $939.8 million at September 30, 2017, while at December 31, 2016 the fixed rate advances are secured by blanket pledges of certain 1-4 family residential mortgages totaling $468.3 million and multifamily mortgages totaling $1.2 billion.

At both September 30, 2017 and at December 31, 2016, the Company had $12.0 million in variable rate advances, with a weighted average interest rate of 3.01 percent, that are noncallable for two or three years and then callable quarterly with final maturities of ten years from the original date of the advance. All of these advances are beyond their initial noncallable periods. These advances are secured by pledges of investment securities totaling $12.9 million at September 30, 2017.

Index

The final maturity dates of the FHLB advances are scheduled as follows:

(In thousands)
2017	$	12,000
2018		34,898
2019		3,000
2020		—
2021		—
Over 5 years		—
Total	$	49,898

There were no overnight borrowings as of September 30, 2017 or December 31, 2016. At September 30, 2017, unused short-term overnight borrowing commitments totaled $1.2 billion from FHLB, $22.0 million from correspondent banks and $728.2 million at the FRB.

6. BUSINESS SEGMENTS

The Corporation assesses its results among two operating segments, Banking and Peapack-Gladstone Bank’s Private Wealth Management Division. Management uses certain methodologies to allocate income and expense to the business segments. A funds transfer pricing methodology is used to assign interest income and interest expense. Certain indirect expenses are allocated to segments. These include support unit expenses such as technology and operations and other support functions. Taxes are allocated to each segment based on the effective rate for the period shown.

Banking

Private Wealth Management Division

Index

The following tables present the statements of income and total assets for the Corporation’s reportable segments for the three and nine months ended September 30, 2017 and 2016.

	Three Months Ended September 30, 2017
			Wealth
			Management
(In thousands)	Banking		Division		Total
Net interest income	$	28,687	$	1,305	$	29,992
Noninterest income		2,928		5,903		8,831
Total income		31,615		7,208		38,823

Provision for loan and lease losses		400		—		400
Compensation and benefits		10,992		3,004		13,996
Premises and equipment expense		2,619		326		2,945
Other noninterest expense		3,167		1,853		5,020
Total noninterest expense		17,178		5,183		22,361
Income before income tax expense		14,437		2,025		16,462
Income tax expense		5,474		782		6,256
Net income	$	8,963	$	1,243	$	10,206


	Three Months Ended September 30, 2016
			Wealth
			Management
(In thousands)	Banking		Division		Total
Net interest income	$	23,194	$	1,075	$	24,269
Noninterest income		2,974		4,561		7,535
Total income		26,168		5,636		31,804

Provision for loan and lease losses		2,100		—		2,100
Compensation and benefits		9,138		2,377		11,515
Premises and equipment expense		2,484		252		2,736
Other noninterest expense		2,688		1,227		3,915
Total noninterest expense		16,410		3,856		20,266
Income before income tax expense		9,758		1,780		11,538
Income tax expense		3,738		684		4,422
Net income	$	6,020	$	1,096	$	7,116

	Nine Months Ended September 30, 2017
			Wealth
			Management
(In thousands)	Banking		Division		Total
Net interest income	$	78,372	$	4,183	$	82,555
Noninterest income		7,975		16,046		24,021
Total income		86,347		20,229		106,576

Provision for loan and lease losses		4,200		—		4,200
Compensation and benefits		30,792		7,868		38,660
Premises and equipment expense		7,891		903		8,794
Other noninterest expense		8,559		5,347		13,906
Total noninterest expense		51,442		14,118		65,560
Income before income tax expense		34,905		6,111		41,016
Income tax expense		12,670		2,218		14,888
Net income	$	22,235	$	3,893	$	26,128

Total assets for period end	$	4,148,222	$	28,110	$	4,176,332

Index



	Nine Months Ended September 30, 2016
			Wealth
			Management
(In thousands)	Banking		Division		Total
Net interest income	$	67,962	$	3,893	$	71,855
Noninterest income		7,286		13,960		21,246
Total income		75,248		17,853		93,101

Provision for loan and lease losses		6,000		—		6,000
Compensation and benefits		26,744		6,779		33,523
Premises and equipment expense		7,583		759		8,342
Other noninterest expense		10,047		4,235		14,282
Total noninterest expense		50,374		11,773		62,147
Income before income tax expense		24,874		6,080		30,954
Income tax expense		9,470		2,315		11,785
Net income	$	15,404	$	3,765	$	19,169

Total assets for period end	$	3,729,004	$	45,379	$	3,774,383

7. FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

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

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

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

The Company used the following methods and significant assumptions to estimate the fair value:

Investment Securities: The fair values for investment securities are determined by quoted market prices (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

Loans Held for Sale, at Fair Value: The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors (Level 2).

Derivatives: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). Our derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.

Index

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan and lease losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Other Real Estate Owned: Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned (OREO) are measured at fair value, less costs to sell. Fair values are based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by Management. Once received, a third party conducts a review of the appraisal for compliance with the Uniform Standards of Professional Appraisal Practice and appropriate analysis methods for the type of property. Subsequently, a member of the Credit Department reviews the assumptions and approaches utilized in the appraisal, as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Appraisals on collateral dependent impaired loans and other real estate owned (consistent for all loan types) are obtained on an annual basis, unless a significant change in the market or other factors warrants a more frequent appraisal. On an annual basis, Management compares the actual selling price of any collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value for other properties. The most recent analysis performed indicated that a discount up to 15 percent should be applied to appraisals on properties. The discount is determined based on the nature of the underlying properties, aging of appraisals and other factors. For each collateral-dependent impaired loan, we consider other factors, such as certain indices or other market information, as well as property specific circumstances to determine if an adjustment to the appraised value is needed. In situations where there is evidence of change in value, the Bank will determine if there is a need for an adjustment to the specific reserve on the collateral dependent impaired loans. When the Bank applies an interim adjustment, it generally shows the adjustment as an incremental specific reserve against the loan until it has received the full updated appraisal. All collateral-dependent impaired loans and other real estate owned valuations were supported by an appraisal less than 12 months old or in the process of obtaining an appraisal as of September 30, 2017.

Index

The following table summarizes, for the periods indicated, assets measured at fair value on a recurring basis, including financial assets for which the Corporation has elected the fair value option:

Assets Measured on a Recurring Basis

				Fair Value Measurements Using
				Quoted
				Prices in
				Active
				Markets		Significant
				For		Other			Significant
				Identical		Observable			Unobservable
	September 30,			Assets		Inputs			Inputs
(In thousands)	2017			(Level 1)		(Level 2)			(Level 3)
Assets:
Available for sale:
U.S. government-sponsored
agencies	$	36,475		$	—	$	36,475		$	—
Mortgage-backed securities-
residential		237,381			—		237,381			—
SBA pool securities		5,936			—		5,936			—
State and political subdivisions		24,510			—		24,510			—
Corporate bond		3,094			—		3,094			—
Single-issuer trust preferred security		2,857			—		2,857			—
CRA investment fund		4,859			4,859		—			—
Loans held for sale, at fair value		2,240			—		2,240			—
Derivatives:
Cash flow hedges		383			—		383			—
Loan level swaps		4,136			—		4,136			—
Total	$	321,871		$	4,859	$	317,012		$	—

Liabilities:
Derivatives:
Cash flow hedges	$	(104	)	$	—	$	(104	)	$	—
Loan level swaps		(4,136	)		—		(4,136	)		—
Total	$	(4,240	)	$	—	$	(4,240	)	$	—

Index

Assets Measured on a Recurring Basis

				Fair Value Measurements Using
				Quoted
				Prices in
				Active
				Markets		Significant
				For		Other			Significant
				Identical		Observable			Unobservable
	December 31,			Assets		Inputs			Inputs
(In thousands)	2016			(Level 1)		(Level 2)			(Level 3)
Assets:
Securities available for sale:
U.S. government-sponsored agencies	$	21,517		$	—	$	21,517		$	—
Mortgage-backed securities-residential		237,617			—		237,617			—
SBA pool securities		6,713			—		6,713			—
State and political subdivisions		28,993			—		28,993			—
Corporate bond		3,113			—		3,113			—
Single-issuer trust preferred security		2,610			—		2,610			—
CRA investment fund		4,825			4,825		—			—
Loans held for sale, at fair value		1,200			—		1,200			—
Derivatives:
Cash flow hedges		123			—		123			—
Loan level swaps		1,543			—		1,543			—
Total	$	308,254		$	4,825	$	303,429		$	—

Liabilities:
Derivatives:
Cash flow hedges	$	(867	)		—		(867	)		—
Loan level swaps		(1,543	)		—		(1,543	)		—
Total	$	(2,410	)	$	—	$	(2,410	)	$	—

The Company has elected the fair value option for certain loans held for sale. These loans are intended for sale and the Company believes that the fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on loans held for investment. None of these loans are 90 days or more past due nor on nonaccrual as of September 30, 2017 and December 31, 2016.

The following tables present residential loans held for sale, at fair value for the periods indicated:

(In thousands)	September 30, 2017		December 31, 2016
Residential loans contractual balance	$	2,214	$	1,181
Fair value adjustment		26		19
Total fair value of residential loans held for sale	$	2,240	$	1,200

There were no transfers between Level 1 and Level 2 during the three or nine months ended September 30, 2017.

Index

The following table summarizes, for the periods indicated, assets measured at fair value on a non-recurring basis (Quantitative disclosures for non-recurring Level 3 assets have been omitted due to immateriality):

Assets Measured on a Non-Recurring Basis

			Fair Value Measurements Using
			Quoted
			Prices in
			Active
			Markets		Significant
			For		Other		Significant observable
			Identical		Observable		Unobservable
	September 30,		Assets		Inputs		Inputs
(In thousands)	2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired loans:
Primary residential mortgage	$	1,828	$	—	$	—	$	1,828
Investment commercial real estate		239		—		—		239

	December 31,
(In thousands)	2016
Assets:
Impaired loans:
Investment commercial real estate	$	245	$	—	$	—	$	245

Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans had a recorded investment of $2.6 million, with a valuation allowance of $523 thousand at September 30, 2017 and $408 thousand, with a valuation allowance of $163 thousand, at December 31, 2016.

The carrying amounts and estimated fair values of financial instruments at September 30, 2017 are as follows:

			Fair Value Measurements at September 30, 2017 using
	Carrying
(In thousands)	Amount		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	93,340	$	93,340	$	—	$	—	$	93,340
Securities available for sale		315,112		4,859		310,253		—		315,112
FHLB and FRB stock		13,589		—		—		—		N/A
Loans held for sale, at fair value		2,240		—		2,240		—		2,240
Loans, net of allowance for loan and lease losses		3,631,282		—		—		3,613,704		3,613,704
Accrued interest receivable		6,803		—		1,106		5,697		6,803
Cash flow hedges		383		—		383		—		383
Loan level swaps		4,136		—		4,136		—		4,136
Financial liabilities
Deposits	$	3,662,697	$	3,050,658	$	611,881	$	—	$	3,662,539
Federal home loan bank advances		49,898		—		50,044		—		50,044
Subordinated debt		48,862		—		—		48,862		48,862
Accrued interest payable		2,019		151		1,118		750		2,019
Cash flow hedge		104		—		104		—		104
Loan level swap		4,136		—		4,136		—		4,136

Index

The carrying amounts and estimated fair values of financial instruments at December 31, 2016 are as follows:

			Fair Value Measurements at December 31, 2016 using
	Carrying
(In thousands)	Amount		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	162,691	$	162,691	$	—	$	—	$	162,691
Securities available for sale		305,388		4,825		300,563		—		305,388
FHLB and FRB stock		13,813		—		—		—		N/A
Loans held for sale, at fair value		1,200		—		1,200		—		1,200
Loans held for sale, at lower of cost
or fair value		388		—		428		—		428
Loans, net of allowance for loan and lease losses		3,279,936		—		—		3,256,837		3,256,837
Accrued interest receivable		8,153		—		899		7,254		8,153
Cash flow Hedges		123		—		123		—		123
Loan level swaps		1,543		—		1,543		—		1,543
Financial liabilities
Deposits	$	3,411,837	$	2,861,116	$	549,332	$	—	$	3,410,448
Federal home loan bank advances		61,795		—		62,286		—		62,286
Subordinated debt		48,764		—		—		48,768		48,768
Accrued interest payable		1,127		161		966		—		1,127
Cash flow hedges		867		—		867		—		867
Loan level swaps		1,543		—		1,543		—		1,543

The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

Cash and cash equivalents: The carrying amounts of cash and short-term instruments approximate fair values and are classified as either Level 1 or Level 2. Cash and due from banks is classified as Level 1. Certificates of deposit are classified as Level 2.

FHLB and FRB stock: The fair value of FHLB or FRB stock is their cost basis due to restrictions placed on its transferability.

Loans held for sale, at lower of cost or fair value: The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors. Loans held for sale are classified as Level 2.

Loans: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

Deposits: The fair values disclosed for demand deposits (e.g., interest and noninterest checking, savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date, (i.e., the carrying amount) resulting in a Level 1 classification. The carrying amounts of certificates of deposit approximate the fair values at the reporting date resulting in Level 2 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

Overnight borrowings: The carrying amounts of overnight borrowings approximate fair values and are classified as Level 2.

Index

Federal Home Loan Bank advances: The fair values of the Corporation’s long-term borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.

Subordinated debentures: The fair values of the Corporation’s subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification.

Accrued interest receivable/payable: The carrying amounts of accrued interest approximate fair value resulting in a Level 2 or Level 3 classification. Accrued interest on deposits and securities are included in Level 2. Accrued interest on loans is included in Level 3.

Off-balance sheet instruments: Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

8. OTHER OPERATING EXPENSES

The following table presents the major components of other operating expenses for the periods indicated:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands)	2017		2016		2017		2016
Wealth management division
other expense	$	533	$	490	$	1,865	$	1,593
Professional and legal fees		1,452		801		3,100		2,544
Other operating expenses		2,452		1,810		7,070		6,191
Total other operating expenses	$	4,437	$	3,101	$	12,035	$	10,328

9. ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME

The following is a summary of the accumulated other comprehensive (loss)/income balances, net of tax, for the three months ended September 30, 2017 and 2016:

						Amount		Other
						Reclassified		Comprehensive
				Other		From		Income
				Comprehensive		Accumulated		Three Months
	Balance at			Income		Other		Ended		Balance at
	July 1,			Before		Comprehensive		September 30,		September 30,
(In thousands)	2017			Reclassifications		Income		2017		2017

Net unrealized holding (loss)
on securities available for sale,
net of tax	$	(572	)	$	62	$	—	$	62	$	(510	)

Gains on cash flow hedges		34			131		—		131		165

Accumulated other
comprehensive loss,
net of tax	$	(538	)	$	193	$	—	$	193	$	(345	)

Index

							Amount		Other
							Reclassified		Comprehensive
				Other			From		Income/(Loss)
				Comprehensive			Accumulated		Three Months
	Balance at			Income/(Loss)			Other		Ended			Balance at
	July 1,			Before			Comprehensive		September 30,			September 30,
(In thousands)	2016			Reclassifications			Loss		2016			2016

Net unrealized holding gain
on securities available for sale,
net of tax	$	1,224		$	(215	)	$	—	$	(215	)	$	1,009

Losses on cash flow hedges		(3,727	)		941			—		941			(2,786	)

Accumulated other
comprehensive loss,
net of tax	$	(2,503	)	$	726		$	—	$	726		$	(1,777	)

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

	Three Months Ended
	September 30,
(In thousands)	2017		2016		Affected Line Item in Income
Unrealized gains on
securities available for sale:
Realized net gain on securities sales	$	—	$	—	Securities gains, net
Income tax expense		—		—	Income tax expense
Total reclassifications, net of tax	$	—	$	—

The following is a summary of the accumulated other comprehensive (loss)/income balances, net of tax, for the nine months ended September 30, 2017 and 2016:

						Amount		Other
						Reclassified		Comprehensive
				Other		From		Income
				Comprehensive		Accumulated		Nine Months
	Balance at			Income		Other		Ended		Balance at
	January 1,			Before		Comprehensive		September 30,		September 30,
(In thousands)	2017			Reclassifications		Income		2017		2017

Net unrealized holding (loss)
on securities available for sale,
net of tax	$	(1,091	)	$	581	$	—	$	581	$	(510	)

Gains on cash flow hedges		(440	)		605		—		605		165

Accumulated other
comprehensive loss,
net of tax	$	(1,531	)	$	1,186	$	—	$	1,186	$	(345	)

Index

							Amount			Other
							Reclassified			Comprehensive
				Other			From			Income/(Loss)
				Comprehensive			Accumulated			Nine Months
	Balance at			Income/(Loss)			Other			Ended			Balance at
	January 1,			Before			Comprehensive			September 30,			September 30,
(In thousands)	2016			Reclassifications			Loss			2016			2016

Net unrealized holding gain
on securities available for sale,
net of tax	$	408		$	676		$	(75	)	$	601		$	1,009

Losses on cash flow hedges		(787	)		(1,999	)		—			(1,999	)		(2,786	)

Accumulated other
comprehensive loss,
net of tax	$	(379	)	$	(1,323	)	$	(75	)	$	(1,398	)	$	(1,777	)

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

	Nine Months Ended
	September 30,
(In thousands)	2017		2016			Affected Line Item in Income
Unrealized gains on
securities available for sale:
Realized net gain on securities sales	$	—	$	119		Securities gains, net
Income tax expense		—		(44	)	Income tax expense
Total reclassifications, net of tax	$	—	$	75

10. DERIVATIVES

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

Interest Rate Swaps Designated as Cash Flow Hedges: Interest rate swaps with a notional amount of $180.0 million as of September 30, 2017 and December 31, 2016 were designated as cash flow hedges of certain interest-bearing demand brokered deposits and were determined to be fully effective during the three and nine months ended September 30, 2017. As such, no amount of ineffectiveness has been included in net income during the three and nine months ended September 30, 2017. Therefore, the aggregate fair value of the swaps is recorded in other assets/liabilities with changes in fair value recorded in other comprehensive income. The amount included in accumulated other comprehensive income would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining terms of the swaps.

Index

The following information about the interest rate swaps designated as cash flow hedges as of September 30, 2017 and December 31, 2016 is presented in the following table:

(Dollars in thousands)	September 30, 2017			December 31, 2016
Notional amount	$	180,000		$	180,000
Weighted average pay rate		1.64	%		1.64	%
Weighted average receive rate		1.30	%		0.58	%
Weighted average maturity		2.50	years		3.25	years
Unrealized gain/(loss), net	$	279		$	(744	)

Number of contracts		9			9

Net interest expense recorded on these swap transactions totaled $150 thousand and $763 thousand for the three and nine months ended September 30, 2017, respectively, and is reported as a component of interest expense. Net interest expense recorded on these swap transactions totaled $494 thousand and $1.5 million for the three and nine months ended September 30, 2016, respectively, and is reported as a component of interest expense.

Cash Flow Hedges

The following table presents the net gain recorded in accumulated other comprehensive (loss)/income and the consolidated financial statements relating to the cash flow derivative instruments for the three months ended September 30, 2017 (after tax):

Amount of

Gain/(Loss)

Recognized in

Recognized

Reclassified

Other Non-Interest

In OCI

From OCI to

Expense

(In thousands)

(Effective Portion)

Interest Expense

(Ineffective Portion)

Interest rate contracts

131

—

Amount of

Gain/(Loss)

Recognized in

Recognized

Reclassified

Other Non-Interest

In OCI

From OCI to

Expense

(In thousands)

(Effective Portion)

Interest Expense

(Ineffective Portion)

Interest rate contracts

941

—

Index

Amount of

Gain/(Loss)

Recognized in

Recognized

Reclassified

Other Non-Interest

In OCI

From OCI to

Expense

(In thousands)

(Effective Portion)

Interest Expense

(Ineffective Portion)

Interest rate contracts

605

—

The following table presents the net loss recorded in accumulated other comprehensive (loss)/income and the consolidated financial statements relating to the cash flow derivative instruments for the nine months ended September 30, 2016 (after tax):

Amount of

Gain/(Loss)

Recognized in

Recognized

Reclassified

Other Non-Interest

In OCI

From OCI to

Expense

(In thousands)

(Effective Portion)

Interest Expense

(Ineffective Portion)

Interest rate contracts

(1,999

)

—

The following tables reflect the cash flow hedges included in the financial statements as of September 30, 2017 and December 31, 2016:

	September 30, 2017
	Notional		Fair
(In thousands)	Amount		Value
Interest rate swaps related to interest-bearing
demand brokered deposits	$	180,000	$	279
Total included in other assets	$	110,000	$	383
Total included in other liabilities	$	70,000	$	(104	)

	December 31, 2016
	Notional		Fair
(In thousands)	Amount		Value
Interest rate swaps related to interest-bearing
demand brokered deposits	$	180,000	$	(744	)
Total included in other assets	$	30,000	$	123
Total included in other liabilities	$	150,000	$	(867	)

Derivatives Not Designated as Accounting Hedges: The Company offers facility specific/loan level swaps to its customers and offsets its exposure from such contracts by entering into mirror image swaps with a financial institution / swap counterparty (loan level / back to back swap program). The customer accommodations and any offsetting swaps are treated as non-hedging derivative instruments which do not qualify for hedge accounting (“standalone derivatives”). The notional amount of the swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual contracts. The fair value of the swaps is recorded as both an asset and a liability, in other assets and other liabilities, respectively, in equal amounts for these transactions.

Index

Information about these swaps is as follows:

(Dollars in thousands)	September 30, 2017			December 31, 2016
Notional amount	$	315,689		$	126,810
Fair value	$	4,136		$	1,543
Weighted average pay rates		4.10	%		3.75	%
Weighted average receive rates		3.27	%		2.65	%
Weighted average maturity		7.7	years		9.4	years

Number of contracts		41			14

11. SUBORDINATED DEBT

During June 2016, the Company issued $50.0 million in aggregate principal amount of fixed-to-floating subordinated notes (the “Notes”) to certain institutional investors. The Notes are non-callable for five years, have a stated maturity of June 30, 2026, and bear interest at a fixed rate of 6.0% per year until June 30, 2021. From June 30, 2021 to the maturity date or early redemption date, the interest rate will reset quarterly to a level equal to the then current three-month LIBOR rate plus 485 basis points, payable quarterly in arrears. Debt issuance costs incurred totaled $1.3 million and are being amortized to maturity. Subordinated debt is presented net of issuance cost on the Consolidated Statements of Condition.

The subordinated debt issuance benefited the Company’s regulatory total capital amount and ratio. Approximately $40.0 million of the net proceeds from the sale of the Notes were used by the Company to contribute capital to the Bank in the second quarter of 2016. The remaining funds (approximately $9 million) were retained by the Company and are intended to cover future subordinated debt interest payments.

In connection with the issuance of the Notes, the Company obtained ratings from Kroll Bond Rating Agency (“KBRA”). KBRA assigned investment grade rating of BBB- for the Company’s subordinated debt. KBRA reaffirmed such rating in June 2017.

12. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In July 2015, FASB deferred the effective date of the ASU by one year which means ASU 2014-09 will be effective for the Company on January 1, 2018. In March 2016, FASB issued ASU 2016-08 which amended illustrative examples to clarify how to apply the implementation guidance on principal versus agent considerations. The Company completed its initial assessment of revenue streams and determined that, in accordance with the standard, interest income, income from bank owned life insurance, gains on sales of loans and securities and derivatives income are all out of scope of the ASU. We reviewed contracts potentially affected by the ASU including wealth management fee income, service charges and fees, and other income. Based on the initial assessment, the Company does not expect the guidance will have a material impact on its financial statements. However, the Company is reviewing at a contract level in order to finalize the evaluation.

Index

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments”. This guidance amends existing guidance to improve accounting standards for financial instruments including clarification and simplification of accounting and disclosure requirements and the requirement for public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The Company expects to record a cumulative effect adjustment for its sole equity instrument to the balance sheet as of the beginning of the fiscal year of adoption. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company does not expect the guidance will have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. For lessees, virtually all leases will be required to be recognized on the balance sheet by recording a right-of-use asset and lease liability. Subsequent accounting for leases varies depending on whether the lease is an operating lease or a finance lease. The ASU requires additional qualitative and quantitative disclosures with the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Company continues to evaluate the effect that ASU 2016-02 will have on its financial position, results of operations, and its financial statement disclosures. The adoption of ASU 2016-02 is expected to result in leased assets and related lease liabilities to be included on its balance sheet, along with the related leasehold amortization and interest expense included in its statement of income.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting”. Under the ASU, an entity recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. This change eliminates the notion of the additional paid in capital (“APIC”) pool and reduces the complexity and cost of accounting for excess tax benefits and tax deficiencies. Excess tax benefits and tax deficiencies are considered discrete items in the reporting period they occur and are not included in the estimate of an entity’s annual effective tax rate. Additionally, this update permits an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. This accounting guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The Company adopted the provisions of this standard during the quarter ended March 31, 2017. Upon adoption, excess tax benefits and tax deficiencies are recognized in the provision for income taxes on the consolidated statement of operations and are presented within operating activities on the consolidated statement of cash flows for the nine months ended September 30, 2017. The adoption of ASU 2016-09 resulted in an income tax benefit of $792 thousand and a reduction in our effective tax rate for the nine months ended September 30, 2017.

Index

On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This ASU replaces the incurred loss model with an expected loss model, referred to as “current expected credit loss” (CECL) model. It will significantly change estimates for credit losses related to financial assets measured at amortized cost, including loans receivable, held-to-maturity (HTM) debt securities and certain other contracts. The largest impact will be on lenders and the allowance for loan and lease losses (ALLL). This ASU will be effective for public business entities (PBEs) in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has reviewed the potential impact to our securities portfolio, which primarily consists of U.S. government sponsored entities, mortgage-backed securities and municipal securities which have no history of credit loss and have strong credit ratings. The Company does not expect the standard to have an impact on its financial statements as it relates to the Company’s securities portfolio. The Company is also currently evaluating the impact the CECL model will have on our accounting and allowance for loans losses. The Company is in the process of evaluating third party firms to assist in the development of a CECL program, and has selected an in-house software model to assist in the calculation of the allowance for loan and lease losses in preparation for the change to the expected loss model. The Company expects to recognize a one-time cumulative-effect adjustment to our allowance for loan and lease losses as of the beginning of the first reporting period in which the new standard is effective, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. The Company cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on our financial condition or results of operations.

On August 26, 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments)”. This ASU addresses the following eight specific cash flow issues: debt prepayment or debt 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 (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This amendment is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. There is no material impact on our statement of cash flows as a result of this ASU.

In January 2017, the FASB issued ASU 2017-04: “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. This accounting standard updated simplifies the subsequent measurement of goodwill, by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity should apply the amendments in this update on a prospective basis. A public business entity that is a SEC filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this ASU will not have a material impact to the consolidated financial statements at this time.

In March 2017, the FASB issued ASU 2017-08: “Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”. This Accounting Standards update amends guidance on the amortization period of premiums on certain purchased callable debt securities. Specifically, the amendments shorten the amortization period of premiums on certain purchased callable debt securities to the earliest call date. The amendments affect all entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not currently hold any callable debt securities with a premium. As a result, the adoption of this ASU will not have a material impact to the consolidated financial statements.

Index

Also in March 2017, the FASB issued ASU 2017-07: “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”. This ASU requires an entity to present net periodic pension cost and net periodic postretirement benefit cost as a net amount that may be capitalized as part of an asset where appropriate. Generally, the service cost component is analyzed differently from the other components of net periodic pension cost and net periodic postretirement benefit cost. To improve consistency, transparency, and usefulness of financial information, the amendments in this update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in this update are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company’s current accounting treatment and presentation of net periodic postretirement benefit cost is consistent with the provisions in ASU-2017. As a result, the adoption of this ASU will not have a material impact to the consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09: “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”. The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following are met: 1.) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2.) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3.) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this update. The amendments in this update are effective for public business entities for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The Company does not anticipate a material impact to the consolidated financial statements at this time.

In August 2017, the FASB issued ASU 2017-12: “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The Company plans to adopt ASU 2017-12 on January 1, 2019. 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. While the Company continues to assess all potential impacts of the standard, the Company does not anticipate a material impact to the consolidated financial statements at this time.

13. ACQUISITION

Effective August 1, 2017 the Company closed the previously announced acquisition of MCM. The acquisition is consistent with the Company’s strategy to grow its wealth management business both organically and through strategic acquisitions. The purchase price included equity of $2 million as well as cash. The Company is still in the process of evaluating the final purchase accounting allocation. Any adjustment resulting from the evaluation is not expected to be material. In accordance with FASB ASC 805-10 (Subtopic 25-15), the Company has up to one year from date of acquisition to complete this assessment. The increase in the Company’s goodwill and other intangible assets during the quarter ended September 30, 2017 was due to this acquisition.

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14. DEFINITIVE AGREEMENT

On September 14, 2017, the Company announced that it had entered into a definitive agreement to acquire Fairfield, NJ-based Quadrant Capital Management, LLC. (“Quadrant”). The transaction closed on October 31, 2017. The purchase price includes equity of $3.1 million as well as cash. The Company is still in the process of evaluating the final purchase accounting allocation. Any adjustment resulting from the evaluation is not expected to be material. In accordance with FASB ASC 805-10 (Subtopic 25-15), the Company has up to one year from date of acquisition to complete this assessment.

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Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS: This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about Management’s view of future financial condition and results of operations, Management’s confidence and strategies and Management’s expectations about new and existing programs and products, relationships, opportunities and market conditions. These statements may be identified by such forward-looking terminology as “expect”, “look”, “believe”, “anticipate”, “may”, “will”, or similar statements or variations of such terms. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, those risk factors identified in the Company’s Form 10-K for the year ended December 31, 2016, in addition to/which include the following:

inability to successfully grow our business and implement our strategic plan, including an inability to generate revenues to offset the increased personnel and other costs related to the strategic plan;

the impact of anticipated higher operating expenses in 2017 and beyond;

inability to successfully integrate wealth acquisitions;

inability to manage our growth;

inability to successfully integrate our expanded employee base;

an unexpected decline in the economy, in particular in our New Jersey and New York market areas;

declines in our net interest margin caused by the low interest rate environment and highly competitive market;

declines in value in our investment portfolio;

higher than expected increases in our allowance for loan and lease losses;

higher than expected increases in loan and lease losses or in the level of nonperforming loans;

unexpected changes in interest rates;

an unexpected decline in real estate values within our market areas;

legislative and regulatory actions (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Basel III and related regulations) subject us to additional regulatory oversight, which may result in increased compliance costs;

successful cyberattacks against our IT infrastructure and that of our IT providers;

higher than expected FDIC insurance premiums;

adverse weather conditions;

inability to successfully generate new business in new geographic markets;

inability to execute upon new business initiatives;

lack of liquidity to fund our various cash obligations;

reduction in our lower-cost funding sources;

our inability to adapt to technological changes;

claims and litigation pertaining to fiduciary responsibility, environmental laws and other matters; and

other unexpected material adverse changes in our operations or earnings.

Except as required by law, the Company assumes no responsibility to update such forward-looking statements in the future. Although we believe that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES: Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Note 1 to the Company’s Audited Consolidated Financial Statements for the year ended December 31, 2016 contains a summary of the Company’s significant accounting policies.

Management believes that the Company’s policy with respect to the methodology for the determination of the allowance for loan and lease losses involves a higher degree of complexity and requires Management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could materially impact results of operations. This critical policy and its application are periodically reviewed with the Audit Committee and the Board of Directors.

The provision for loan and lease losses is based upon Management’s evaluation of the adequacy of the allowance, including an assessment of known and inherent risks in the portfolio, giving consideration to the size and composition of the loan portfolio, actual loan loss experience, level of delinquencies, detailed analysis of individual loans for which full collectability may not be assured, the existence and estimated fair value of any underlying collateral and guarantees securing the loans, and current economic and market conditions. Although Management uses the best information available, the level of the allowance for loan and lease losses remains an estimate, which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan and lease losses. Such agencies may require the Company to make additional provisions for loan and lease losses based upon information available to them at the time of their examination. Furthermore, the majority of the Company’s loans are secured by real estate in New Jersey and, to a lesser extent, New York City. Accordingly, the collectability of a substantial portion of the carrying value of the Company’s loan portfolio is susceptible to changes in local market conditions and any adverse economic conditions. Future adjustments to the provision for loan and lease losses and allowance for loan and lease losses may be necessary due to economic, operating, regulatory and other conditions beyond the Company’s control.

The Company accounts for its securities in accordance with “Accounting for Certain Investments in Debt and Equity Securities,” which was codified into Accounting Standards Codification (“ASC”) 320. All securities are classified as available for sale and are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

Management evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, Management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) other-than-temporary impairment related to credit loss, which must be recognized in the income statement and 2) other-than-temporary impairment related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. No impairment charges were recognized in the three or nine months ended September 30, 2017 and 2016. For equity securities, the entire amount of impairment is recognized through earnings.

Index

EXECUTIVE SUMMARY: The following table presents certain key aspects of our performance for the three months ended September 30, 2017 and 2016.

	Three Months Ended September 30,						Change
(Dollars in thousands, except share and per share data)	2017			2016			2017 vs 2016
Results of Operations:
Net interest income	$	29,992		$	24,269		$	5,723
Provision for loan and lease losses		400			2,100			(1,700	)
Net interest income after provision
for loan and lease losses		29,592			22,169			7,423
Wealth management fee income		5,790			4,436			1,354
Other income		3,041			3,099			(58	)
Operating expense		21,961			18,166			3,795
Income before income tax expense		16,462			11,538			4,924
Income tax expense		6,256			4,422			1,834
Net income	$	10,206		$	7,116		$	3,090

Total revenue (Net interest income plus wealth
management fee income and other income)	$	38,823		$	31,804		$	7,019

Diluted earnings per share	$	0.56		$	0.43		$	0.13

Diluted average shares outstanding		18,123,268			16,673,596			1,449,672

Return on average assets annualized (ROAA)		0.97	%		0.77	%		0.20	%
Return on average equity
annualized (ROAE)		11.09			9.44			1.65

The following table presents certain key aspects of our performance for the nine months ended September 30, 2017 and 2016.

	Nine Months Ended September 30,						Change
(Dollars in thousands, except share and per share data)	2017			2016			2017 vs 2016
Results of Operations:
Net interest income	$	82,555		$	71,855		$	10,700
Provision for loan and lease losses		4,200			6,000			(1,800	)
Net interest income after provision
for loan and lease losses		78,355			65,855			12,500
Wealth management fee income		15,694			13,630			2,064
Other income		8,327			7,616			711
Operating expense		61,360			56,147			5,213
Income before income tax expense		41,016			30,954			10,062
Income tax expense		14,888			11,785			3,103
Net income	$	26,128		$	19,169		$	6,959

Total revenue (Net interest income plus wealth
management fee income and other income)	$	106,576		$	93,101		$	13,475

Diluted earnings per share	$	1.47		$	1.17		$	0.30

Diluted average shares outstanding		17,753,731			16,347,255			1,406,476

Return on average assets annualized (ROAA)		0.86	%		0.71	%		0.15	%
Return on average equity
annualized (ROAE)		9.94			8.79			1.15

	September 30,			December 31,			Change
	2017			2016			2017 vs 2016
Selected Balance Sheet Ratios:
Total capital (Tier I + II) to risk-weighted assets		13.28	%		13.25	%		.03	%
Tier I leverage ratio		8.75			8.35			.40
Loans to deposits		100.12			97.08			3.04
Allowance for loan and lease losses to total
loans		0.98			0.97			0.01
Allowance for loan and lease losses to
nonperforming loans		233.72			285.94			(52.22	)
Nonperforming loans to total loans		0.42			0.34			0.08

For the third quarter of 2017, the Company recorded net income of $10.2 million compared to $7.1 million for the same quarter of 2016. For the three months ended September 30, 2017 and 2016, diluted earnings per share were $0.56 and $0.43, respectively. Annualized return on average assets was 0.97 percent and annualized return on average equity was 11.09 percent for the third quarter of 2017, compared to 0.77 percent and 9.44 percent, respectively, for the same quarter of 2016.

The third quarter of 2017, when compared to the third quarter of 2016, reflected: increased net interest income (partially due to $1.2 million of recognition of deferred fees and prepayment income on two commercial loans); greater wealth management fee income (partially due to two months of fee income related to the recently acquired MCM); and a reduced provision for loan and lease losses (due to low charge-off levels and $79 million of loan sales). These positive effects were partially offset by higher operating expenses in the 2017 third quarter (partially due to two months of expenses related to MCM, as well as a full quarter of expenses related to Peapack Capital, the Bank’s Equipment Finance subsidiary, which began operations in May 2017).

For the nine months ended September 30, 2017, the Company recorded net income of $26.1 million compared to $19.2 million for the same period of 2016. Diluted earnings per common share were $1.47 and $1.17 for the first nine months of 2017 and 2016, respectively. Annualized return on average assets was 0.86 percent and annualized return on average common equity was 9.94 percent for the first nine months of 2017, compared to 0.71 percent and 8.79 percent, respectively, for the nine months ending September 30, 2016.

CONTRACTUAL OBLIGATIONS: For a discussion of our contractual obligations, see the information set forth in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations.”

OFF-BALANCE SHEET ARRANGEMENTS: For a discussion of our off-balance sheet arrangements, see the information set forth in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Off-Balance Sheet Arrangements.”

EARNINGS ANALYSIS

NET INTEREST INCOME/AVERAGE BALANCE SHEET:

The primary source of the Company’s operating income is net interest income, which is the difference between interest and dividends earned on earning assets and fees earned on loans, and interest paid on interest-bearing liabilities. Earning assets include loans to individuals and businesses, investment securities, interest-earning deposits and federal funds sold. Interest-bearing liabilities include interest-bearing checking, savings and time deposits, Federal Home Loan Bank advances, subordinated debt and other borrowings. Net interest income is determined by the difference between the yields earned on earning assets and the rates paid on interest-bearing liabilities (“net interest spread”) and the relative amounts of earning assets and interest-bearing liabilities. The Company’s net interest spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows and general levels of nonperforming assets.

The following table summarizes the Company’s net interest income and related spread and margin, on a fully tax-equivalent basis, for the periods indicated:

	Three Months Ended September 30,
(Dollars in thousands)	2017			2016
Net interest income	$	30,277		$	24,510
Interest rate spread		2.76	%		2.59	%
Net interest margin		2.95			2.74

Index

	Nine Months Ended September 30,
(Dollars in thousands)	2017			2016
Net interest income	$	83,348		$	72,534
Interest rate spread		2.63	%		2.64	%
Net interest margin		2.81			2.78

Net interest income, on a fully tax-equivalent basis for the three months ended September 30, 2017 grew $5.8 million, or 24 percent, from the three months ended September 30, 2016. Net interest income on a fully tax equivalent basis for the nine months ended September 30, 2017 increased $10.8 million, or 15 percent, when compared to the same period in 2016. The growth in net interest income for both the three and nine month periods was due to increases in the average balance and yield on the Company’s interest-earning assets, especially commercial and industrial (C&I) loans, which typically have higher yields. This increase was partially offset by increases in interest-bearing liabilities and the Company’s cost of funds. Net interest income and margin for the third quarter of 2017 benefitted from $1.2 million of recognition of deferred fees and prepayment premiums on two commercial loans and from loan growth during 2016 and into 2017, as well as benefitting slightly from the recent Federal Reserve rate hikes. The September 2017 quarter also included approximately $1.2 million of prepayment premiums received on the prepayment of certain multifamily loans, reflecting an increase from $507 thousand for the September 2016 quarter.

Index

The following table summarizes the Company’s loans closed for the periods indicated:

	For the Three Months Ended
	September 30,		September 30,
(In thousands)	2017		2016
Residential mortgage loans originated for portfolio	$	22,322	$	43,284
Residential mortgage loans originated for sale		10,596		25,128
Total residential mortgage loans		32,918		68,412

Commercial real estate loans		24,870		56,799
Multifamily properties		85,488		74,450
Commercial and industrial (C&I) loans (A) (B)		131,321		59,698
Small business association		4,560		3,025
Wealth Lines of Credit (A)		15,200		1,200
Total commercial loans		261,439		195,172

Installment loans		1,967		1,591

Home equity lines of credit (A)		6,879		7,064

Total loans closed	$	303,203	$	272,239

(A)	Includes loans and lines of credit that closed in the period, but were not necessarily funded.
(B)	Includes equipment lease finance.

	For the Nine Months Ended
	September 30,		September 30,
(In thousands)	2017		2016
Residential mortgage loans originated for portfolio	$	141,986	$	93,543
Residential mortgage loans originated for sale		20,202		53,412
Total residential mortgage loans		162,188		146,955

Commercial real estate loans		105,017		102,692
Multifamily properties		211,437		333,194
Commercial and industrial (C&I) loans (A) (B)		417,927		188,495
Small business association		10,160		6,365
Wealth Lines of Credit (A)		37,305		3,785
Total commercial loans		781,846		634,531

Installment loans		6,188		3,154

Home equity lines of credit (A)		19,296		25,103

Total loans closed	$	969,518	$	809,743

(A)	Includes loans and lines of credit that closed in the period, but were not necessarily funded.

(B)	Includes equipment lease finance.

The Company has managed its balance sheet such that multifamily loans decline as a percentage of the overall loan portfolio and C&I loans become a larger percentage of the overall loan portfolio.

Index

At September 30, 2017, December 31, 2016 and September 30, 2016, the Bank had a concentration in commercial real estate (“CRE”) loans as defined by applicable regulatory guidance.

The following table presents such concentration levels for the following periods:

	September 30,			December 31,			September 30,
	2017			2016			2016
Multifamily mortgage loans as a percent of
total regulatory capital of the Bank		329	%		372	%		432	%

Non-owner occupied commercial real estate loans
as a percent of total regulatory capital of the Bank		200			192			178


Total CRE concentration		529	%		564	%		610	%

The Bank believes it addresses the key elements in the risk management framework laid out by its regulators for the effective management of CRE concentration risks.

To supplement its C&I lending programs, the Company announced that during April 2017 it had hired a team of experienced bankers to focus on equipment financing. The Company generally expects that revenue and profitability related to this new group will lag expenses by several quarters.

Index

The following tables reflect the components of the average balance sheet and of net interest income for the periods indicated:

Average Balance Sheet

Unaudited

Three Months Ended

	September 30, 2017									September 30, 2016
	Average			Income/						Average			Income/
(Dollars in thousands)	Balance			Expense			Yield			Balance			Expense			Yield
ASSETS:
Interest-earning assets:
Investments:
Taxable (1)	$	302,669		$	1,564			2.07	%	$	193,902		$	976			2.01	%
Tax-exempt (1) (2)		27,099			194			2.86			27,516			212			3.08
Loans (2) (3):
Residential mortgages		612,904			4,934			3.22			486,909			3,983			3.27
Commercial mortgages		2,120,360			19,879			3.75			2,048,877			17,977			3.51
Commercial		795,063			9,654			4.86			573,211			5,826			4.07
Commercial construction		—			—			—			454			5			4.41
Installment		77,616			611			3.15			67,175			443			2.64
Home equity		67,251			653			3.88			62,560			519			3.32
Other		563			11			7.82			465			13			11.18
Total loans		3,673,757			35,742			3.89			3,239,651			28,766			3.55
Federal funds sold		101			—			0.25			101			—			0.25
Interest-earning deposits		103,103			276			1.07			111,204			131			0.47
Total interest-earning assets		4,106,729			37,776			3.68	%		3,572,374			30,085			3.37	%
Noninterest-earning assets:
Cash and due from banks		4,732									17,292
Allowance for loan and lease losses		(36,547	)								(30,022	)
Premises and equipment		29,996									29,460
Other assets		86,493									88,721
Total noninterest-earning assets		84,674									105,451
Total assets	$	4,191,403								$	3,677,825
LIABILITIES:
Interest-bearing deposits:
Checking	$	1,128,112		$	1,487			0.53	%	$	924,970		$	645			0.28	%
Money markets		1,084,009			1,580			0.58			915,139			737			0.32
Savings		120,893			16			0.05			119,986			17			0.06
Certificates of deposit - retail		502,637			1,864			1.48			466,967			1,615			1.38
Subtotal interest-bearing deposits		2,835,651			4,947			0.70			2,427,062			3,014			0.50
Interest-bearing demand - brokered		180,000			737			1.64			200,000			762			1.52
Certificates of deposit - brokered		87,095			481			2.21			93,674			501			2.14
Total interest-bearing deposits		3,102,746			6,165			0.79			2,720,736			4,277			0.63
FHLB advances and borrowings		98,114			439			1.79			87,258			380			1.74
Capital lease obligation		9,303			112			4.82			9,874			119			4.82
Subordinated debt		48,841			783			6.41			48,711			799			6.56
Total interest-bearing liabilities		3,259,004			7,499			0.92	%		2,866,579			5,575			0.78	%
Noninterest-bearing liabilities:
Demand deposits		538,484									479,659
Accrued expenses and
other liabilities		25,807									30,070
Total noninterest-bearing liabilities		564,291									509,729
Shareholders’ equity		368,108									301,517
Total liabilities and
shareholders’ equity	$	4,191,403								$	3,677,825
Net interest income
(tax-equivalent basis)					30,277									24,510
Net interest spread								2.76	%								2.59	%
Net interest margin (4)								2.95	%								2.74	%
Tax equivalent adjustment					(285	)								(241	)
Net interest income				$	29,992								$	24,269

(1)	Average balances for available for sale securities are based on amortized cost.
(2)	Interest income is presented on a tax-equivalent basis using a 35 percent federal tax rate.
(3)	Loans are stated net of unearned income and include nonaccrual loans.
(4)	Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

Index

Average Balance Sheet

Unaudited

Nine Months Ended

	September 30, 2017									September 30, 2016
	Average			Income/						Average			Income/
(Dollars in thousands)	Balance			Expense			Yield			Balance			Expense			Yield
ASSETS:
Interest-earning assets:
Investments:
Taxable (1)	$	295,348		$	4,545			2.05	%	$	198,080		$	2,816			1.90	%
Tax-exempt (1) (2)		26,453			583			2.94			26,234			623			3.17
Loans (2) (3):
Residential mortgages		582,785			14,145			3.24			475,607			11,728			3.29
Commercial mortgages		2,080,740			56,265			3.61			2,018,820			52,977			3.50
Commercial		719,354			23,301			4.32			550,770			16,319			3.95
Commercial construction		128			4			4.17			1,045			32			4.08
Installment		72,829			1,666			3.05			58,445			1,198			2.73
Home equity		67,061			1,822			3.62			57,938			1,434			3.30
Other		520			34			8.72			471			35			9.91
Total loans		3,523,417			97,237			3.68			3,163,096			83,723			3.53
Federal funds sold		101			—			0.25			101			—			0.24
Interest-earning deposits		112,221			716			0.85			89,536			294			0.44
Total interest-earning assets		3,957,540			103,081			3.47	%		3,477,047			87,456			3.35	%
Noninterest-earning assets:
Cash and due from banks		10,297									16,342
Allowance for loan and lease losses		(34,655	)								(28,227	)
Premises and equipment		30,139									29,637
Other assets		78,938									86,960
Total noninterest-earning assets		84,719									104,712
Total assets	$	4,042,259								$	3,581,759
LIABILITIES:
Interest-bearing deposits:
Checking	$	1,078,015		$	3,448			0.43	%	$	904,767		$	1,823			0.27	%
Money markets		1,067,942			3,718			0.46			851,370			1,912			0.30
Savings		120,939			49			0.05			118,884			50			0.06
Certificates of deposit - retail		469,867			5,084			1.44			453,451			4,649			1.37
Subtotal interest-bearing deposits		2,736,763			12,299			0.60			2,328,472			8,434			0.48
Interest-bearing demand - brokered		180,000			2,183			1.62			200,000			2,263			1.51
Certificates of deposit - brokered		91,158			1,465			2.14			93,663			1,494			2.13
Total interest-bearing deposits		3,007,921			15,947			0.71			2,622,135			12,191			0.62
FHLB advances and borrowings		78,704			1,096			1.86			154,819			1,432			1.23
Capital lease obligation		9,456			341			4.81			10,007			361			4.81
Subordinated debt		48,809			2,349			6.42			19,270			938			6.49
Total interest-bearing liabilities		3,144,890			19,733			0.84	%		2,806,231			14,922			0.71	%
Noninterest-bearing liabilities:
Demand deposits		524,805									459,907
Accrued expenses and
other liabilities		22,262									24,958
Total noninterest-bearing liabilities		547,067									484,865
Shareholders’ equity		350,302									290,663
Total liabilities and
shareholders’ equity	$	4,042,259								$	3,581,759
Net interest income
(tax-equivalent basis)					83,348									72,534
Net interest spread								2.63	%								2.64	%
Net interest margin (4)								2.81	%								2.78	%
Tax equivalent adjustment					(793	)								(679	)
Net interest income				$	82,555								$	71,855

(1)	Average balances for available for sale securities are based on amortized cost.

(2)	Interest income is presented on a tax-equivalent basis using a 35 percent federal tax rate.

(3)	Loans are stated net of unearned income and include nonaccrual loans.(4) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

(4)	Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

Index

The effect of volume and rate changes on net interest income (on a tax-equivalent basis) for the periods indicated are shown below:

	Three Months Ended September 30, 2017
	Difference due to						Change In
	Change In:						Income/
(In Thousands):	Volume			Rate			Expense
ASSETS:
Investments	$	520		$	50		$	570
Loans		4,319			2,657			6,976
Federal funds sold		—			—			—
Interest-earning deposits		(11	)		156			145
Total interest income	$	4,828		$	2,863		$	7,691
LIABILITIES:
Interest-bearing checking	$	69		$	773		$	842
Money market		218			625			843
Savings		—			(1	)		(1	)
Certificates of deposit - retail		134			115			249
Certificates of deposit - brokered		(85	)		60			(25	)
Interest bearing demand brokered		(36	)		16			(20	)
Borrowed funds		(12	)		71			59
Capital lease obligation		(7	)		—			(7	)
Subordinated debt		1			(17	)		(16	)
Total interest expense	$	282		$	1,642		$	1,924
Net interest income	$	4,546		$	1,221		$	5,767

	Nine Months Ended September 30, 2017
	Difference due to						Change In
	Change In:						Income/
(In Thousands):	Volume			Rate			Expense
ASSETS:
Investments	$	1,353		$	336		$	1,689
Loans		10,101			3,413			13,514
Federal funds sold		—			—			—
Interest-earning deposits		90			332			422
Total interest income	$	11,544		$	4,081		$	15,625
LIABILITIES:
Interest-bearing checking	$	128		$	1,497		$	1,625
Money market		729			1,077			1,806
Savings		8			(9	)		(1	)
Certificates of deposit - retail		181			254			435
Certificates of deposit - brokered		(237	)		157			(80	)
Interest bearing demand brokered		(42	)		13			(29	)
Borrowed funds		(691	)		355			(336	)
Capital lease obligation		(20	)		—			(20	)
Subordinated debt		1,421			(10	)		1,411
Total interest expense	$	1,477		$	3,334		$	4,811
Net interest income	$	10,067		$	747		$	10,814

Interest income on interest-earning assets, on a fully tax-equivalent basis, totaled $37.8 million for the third quarter of 2017 compared to $30.1 million for the same quarter of 2016, reflecting an increase of $7.7 million, or 26 percent. Average interest-earning assets totaled $4.11 billion for the third quarter of 2017, an increase of $534.4 million, or 15 percent, from the same period of 2016. The average commercial loan portfolio increased $221.9 million, or 39 percent, from the third quarter of 2016, to $795.1 million for the third quarter of 2017. The increase in this portfolio was attributed to the addition of seasoned banking professionals over the course of 2016; a continued focus on client service and value added aspects of the lending process; and a continued focus on markets outside of the immediate branch service area, including markets around the Teaneck and Princeton private banking offices. Additionally, the average commercial mortgage portfolio (which includes multifamily mortgage loans) increased $71.5 million, or 3 percent, to $2.12 billion for the third quarter of 2017 when compared to the same period in 2016. While the Company has managed its multifamily portfolio to limit growth, it has been focused on the origination of strong commercial real estate credits. In addition, the Company has continued its focus on relationship based residential mortgage lending, and that portfolio has grown from an average balance of $486.9 million in the September 2016 quarter to an average balance of $612.9 million in the September 2017 quarter. Average investments totaled $329.8 million for the third quarter of 2017 compared to $221.4 million for the same 2016 quarter reflecting an increase of $108.4 million, or 49 percent. This increase coincides with the Company’s desire to increase liquid portfolios.

Index

For the quarters ended September 30, 2017 and 2016, the average rates earned on interest-earning assets were 3.68 percent and 3.37 percent, respectively, an increase of 31 basis points. The increase in the overall yield was principally due to the benefit from the increased market rates on adjustable rate assets in the 2017 period partially offset by the maintenance of higher liquidity (investment securities and interest earning deposits) in the 2017 period when compared to 2016, which carry lower rates of interest.

For the third quarter of 2017, total interest-bearing deposits averaged $3.10 billion, an increase of $382.0 million, or 14 percent, from the average balance for the same period of 2016. The growth in customer deposits (excluding brokered CDs and brokered interest-bearing demand, but including reciprocal funds discussed below) has come from the addition of seasoned banking professionals in 2016 and 2017; focus on providing high-touch client service; and a full array of treasury management products that support core deposit growth.

Average rates paid on total interest-bearing deposits were 79 basis points and 63 basis points for the third quarters of 2017 and 2016, respectively, an increase of 16 basis points. The increase in the average rate paid on deposits was principally due to growth in interest-bearing money market, retail certificates of deposit and checking accounts at higher rates, commensurate with higher market rates and to ensure generation of new deposits in volumes sufficient to appropriately fund asset growth.

For the third quarters of 2017 and 2016, average borrowings totaled $98.1 million and $87.3 million, respectively, an increase of $10.9 million during the third quarter of 2017 when compared to the same period of 2016. The increase was principally due to funding of loans offset by scheduled maturities of FHLB advances.

The Company is a participant in the Reich & Tang Demand Deposit Marketplace (“DDM”) program and Promontory. The Company uses these deposit sweep services to place customer funds into interest-bearing demand (checking) accounts issued by other participating banks. Customer funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a program participant, the Company receives reciprocal amounts of deposits from other participating banks. The DDM program is considered to be a source of brokered deposits for bank regulatory purposes. However, the Company considers these reciprocal deposit balances to be in-market customer deposits as distinguished from traditional out-of-market brokered deposits. Such reciprocal deposit balances are included in the Company’s interest-bearing checking balances. Reciprocal balances averaged $386.9 million for the quarter ended September 30, 2017 and $411.9 million for the quarter ended September 30, 2016.

For the third quarter of 2017 total interest-bearing demand – brokered deposits decreased by $20.0 million when compared to the same quarter of 2016. This decrease reduced such brokered deposits to the minimum level required to support the Company’s existing $180.0 million of interest rate swaps, transacted previously as part of the Company’s interest rate risk management program.

In June 2016, the Company issued $50.0 million of subordinated debt ($48.7 million net of issuance costs) bearing interest at an annual rate of 6 percent for the first five years, and thereafter at an adjustable rate and until maturity in June 2026 or earlier redemption. For the third quarter of 2017, the subordinated debt balance averaged $48.8 million compared to $48.7 million from the same period in 2016.

Index

Interest income on interest-earning assets, on a fully tax-equivalent basis increased by $15.6 million, or 18 percent, for the first nine months of 2017 compared to the same period in 2016. For the nine months ended September 30, 2017, the average balance of interest-earning assets increased $480.5 million from $3.48 billion for the same period in 2016. For the nine months ended September 30, 2017 the average commercial portfolio increased $168.6 million, or 31 percent, from the same period in 2016. This increase was due to the addition of highly regarded bankers with industry and capital markets expertise in 2016 and in the first nine months of 2017. For the nine months ended September 30, 2017 the average commercial mortgage portfolio (which includes multifamily mortgage loans) increased $61.9 million to $2.08 billion from the same period in 2016. While the Company has managed its multifamily portfolio to limit growth, it has been focused on the origination of strong commercial real estate credits. In addition, the Company has continued its focus on relationship based residential mortgage lending, and that portfolio has grown $107.2 million to an average balance of $582.8 million for the nine months ended September 30, 2017 when compared to an average balance of $475.6 million from the same period in 2016.

For the nine months ended September 30, 2017 and 2016, the average rates earned on interest-earning assets was 3.47 percent and 3.35 percent, respectively, an increase of 12 basis points. The increase in average rates on loans was due to an increase in market rates during the first nine months of 2017. This increase was partially offset by the maintenance of higher liquidity (investment securities and interest-earning deposits) for the first nine months of 2017 when compared to the comparable 2016 period, which carry lower rates of interest.

For the nine months ended September 30, 2017 total interest-bearing deposits averaged $3.01 billion, increasing $385.8 million, or 15 percent, from the average balance for the same 2016 period. The growth in customer deposits (excluding brokered CDs and brokered interest-bearing demand, but including reciprocal funds) was $408.3 million for the first nine months of 2017 when compared to the same period in 2016. This growth has come from the addition of seasoned banking professionals in 2016 and continued into the first nine months of 2017; an intense focus on providing high-touch client service; and a full array of treasury management products that support core deposit growth. Reciprocal deposit balances are included in the Company’s interest-bearing checking balances. Reciprocal balances averaged $393.2 million for the nine months ended September 30, 2017 and $421.4 million for the same 2016 period.

Average rates paid on interest-bearing deposits for the nine months ended September 30, 2017 were 71 basis points compared to 62 basis points for the same period in 2016, reflecting an increase of 9 basis points. The increase in the average rate paid on deposits was principally due to competitive pressures in attracting new deposits in volumes sufficient to appropriately fund asset growth.

Average borrowings decreased by $76.1 million to $78.7 million for the nine months ended September 30, 2017 when compared to the same 2016 period. The decrease was due to maturities of existing FHLB borrowings as significant deposit growth was sufficient to fund the Company’s loan growth.

As previously stated in June 2016, the Company issued $50.0 million of subordinated debt ($48.7 million net of issuance costs) bearing interest at an annual rate of 6 percent for the first five years, and thereafter at an adjustable rate and until maturity in June 2026 or earlier redemption. For the first nine months of 2017, the subordinated debt balance averaged $48.8 million compared to $19.3 million from the same period in 2016.

INVESTMENT SECURITIES AVAILABLE FOR SALE: Investment securities available for sale are purchased, sold and/or maintained as a part of the Company’s overall balance sheet management including liquidity and interest rate risk management strategies, and in response to changes in interest rates, liquidity needs, prepayment speeds and/or other factors. These securities are carried at estimated fair value, and unrealized changes in fair value are recognized as a separate component of shareholders’ equity, net of income taxes. Realized gains and losses are recognized in income at the time the securities are sold.

Index

At September 30, 2017, the Company had investment securities available for sale with a fair value of $315.1 million compared with $305.4 million at December 31, 2016. Net unrealized losses (net of income tax) of $511 thousand and $1.1 million were included in shareholders’ equity at September 30, 2017 and December 31, 2016, respectively.

The carrying value of investment securities available for sale as of September 30, 2017 and December 31, 2016 are shown below:


	September 30,		December 31,
(In thousands)	2017		2016
U.S. treasury and U.S. government-
sponsored agencies	$	36,475	$	21,517
Mortgage-backed securities-residential
(principally U.S. government-sponsored
entities)		237,381		237,617
SBA pool securities		5,936		6,713
State and political subdivisions		24,510		28,993
Corporate bond		3,094		3,113
Single-issuer trust preferred security		2,857		2,610
CRA investment fund		4,859		4,825
Total	$	315,112	$	305,388

The following table presents the contractual maturities and yields of debt securities available for sale, stated at fair value, as of September 30, 2017:

				After 1			After 5
				But			But			After
	Within			Within			Within			10
(Dollars in thousands)	1 Year			5 Years			10 Years			Years			Total
U.S. treasury and U.S. government-	$	—		$	9,968		$	26,507		$	—		$	36,475
sponsored agencies		—	%		1.25	%		2.20	%		—	%		1.94	%
Mortgage-backed securities-	$	234		$	16,253		$	19,233		$	201,661		$	237,381
residential (1)		3.89	%		2.08	%		1.86	%		2.04	%		2.03	%
SBA pool securities	$	—		$	—		$	—		$	5,936		$	5,936
		—	%		—	%		—	%		1.46	%		1.46	%
State and political subdivisions (2)	$	7,501		$	10,347		$	3,271		$	3,391		$	24,510
		1.88	%		3.09	%		2.89	%		3.02	%		2.68	%
Corporate bond	$	—		$	—		$	3,094		$	—		$	3,094
		—	%		—	%		5.25	%		—	%		5.25	%
Single-issuer trust preferred security (1)	$	—		$	—		$	2,857		$	—		$	2,857
		—	%		—	%		2.11	%		—	%		2.11	%
Total	$	7,735		$	36,568		$	54,962		$	210,988		$	310,253
		1.94	%		2.14	%		2.41	%		2.04	%		2.11	%

(1)

Shown using stated final maturity.

(2)

Yields presented on a fully tax-equivalent basis.

Index

OTHER INCOME: The following table presents the major components of other income, excluding income from wealth management, which is summarized and discussed subsequently:

	Three Months Ended September 30,				Change
(In thousands)	2017		2016		2017 vs 2016

Service charges and fees	$	816	$	812	$	4
Gain on sale of loans (mortgage banking)		141		383		(242	)
Gain on sale of loans, at lower of
cost or fair value		34		256		(222	)
Bank owned life insurance		343		340		3
Fee income related to loan level,
back-to-back swaps		888		670		218
Gain on sale of SBA loans		493		243		250
Securities gains		—		—		—
Other income		326		395		(69	)
Total other income	$	3,041	$	3,099	$	(58	)

	Nine Months Ended September 30,				Change
(In thousands)	2017		2016		2017 vs 2016

Service charges and fees	$	2,401	$	2,437	$	(36	)
Gain on sale of loans (mortgage banking)		279		813		(534	)
Gain on sale of loans, at lower of
cost or fair value		34		880		(846	)
Bank owned life insurance		1,015		1,027		(11	)
Fee income related to loan level,
back-to-back swaps		2,635		764		1,871
Gain on sale of SBA loans		790		502		288
Securities gains		—		119		(119	)
Other income		1,172		1,074		98
Total other income	$	8,328	$	7,616	$	712

For the quarter ended September 30, 2017, income from the sale of newly originated residential mortgage loans was $141 thousand compared to $383 thousand for the same period in 2016. For the nine months ended September 30, 2017 and 2016 income from the sale of newly originated residential mortgage loans was $279 thousand and $813 thousand, respectively. These decreases were a result of lower volume of residential mortgage loans originated for sale in the three and nine months ended September 30, 2017 periods compared to the three and nine months ended September 30, 2016, as a result of reduced refinance activity due principally to the higher market rate environment.

There were no securities gains in the three or nine months ended September 30, 2017 compared to none and $119 thousand for the three and nine months ended September 30, 2016, respectively. Sales of securities have been generally employed to benefit interest rate risk, prepayment risk, and/or liquidity risk. Given the shorter duration of our investment portfolio and the interest rate environment, such sales will continue to be a very small component of the Company’s operations.

Gains on the sale of loans held for sale at the lower of cost or fair value were $34 thousand for both the three and nine month periods ended September 30, 2017 as compared to $256 thousand and $880 thousand for the same periods in 2016. During the first quarter of 2016, the Company began selling whole multifamily loans in addition to multifamily loan participations. The Company manages its balance sheet such that multifamily loans decline as a percentage of the overall loan portfolio while commercial loans become a larger percentage of the overall loan portfolio. In addition to multifamily loan sales, the Company sold residential mortgages from its portfolio during the third quarter of 2017. The residential loan sales assisted in interest-rate risk management as the Company reduced longer term assets. Overall, the reduced level of multifamily loan sales during the first nine months of 2017 was due to lower market demand as a result of the regulatory environment surrounding commercial real estate lending.

Index

The third quarter of 2017 included $493 thousand of income related to the Company’s SBA lending and sale program compared to $243 thousand in the same quarter in 2016. The nine months ended September 30, 2017 included $790 thousand of income related to the Company’s SBA lending and sale program compared to the $502 thousand for the same period in 2016. The SBA program was fully implemented during the quarter ended March 31, 2016 and activity has grown since that period. This program is part of the Company’s normal ongoing operations.

The third quarter of 2017 included $888 thousand of loan level, back-to-back swap income compared to $670 thousand in the same quarter of 2016. The nine months ended September 30, 2017 included $2.6 million of loan level, back-to-back swap income compared to $764 thousand for the same period in 2016. The increase was due to several factors, including increased customer awareness of the possibility of rising market interest rates, as well as increased loan opportunities for the Company. The program utilizes mirror interest rate swaps, one directly with the customer and one directly with a well-established counterparty. This enables a customer to benefit from a fixed rate loan, while the Company records a floating rate loan. The program provides enhanced interest rate risk management, as well as the potential for fee income for the Company.

Other income was $326 thousand for the quarter ended September 30, 2017 quarter compared to $395 thousand for the same quarter in 2016. For the nine months ended September 30, 2017 other income was $1.2 million compared to $1.1 million for the same 2016 period. The nine months ended September 30, 2017 included increases in letter of credit fees and unused line of credit fees associated with the commercial lending business when compared to the same 2016 period. The quarter ended September 30, 2017 had decreases in fees associated with loans.

Index

OPERATING EXPENSES: The following table presents the components of operating expenses for the periods indicated:

	Three Months Ended September 30,				Change
(In thousands)	2017		2016		2017 vs 2016
Compensation and employee benefits	$	13,996	$	11,515	$	2,481
Premises and equipment		2,945		2,736		209
FDIC assessment		583		814		(231	)
Other Operating Expenses:
Wealth management division
other expense		533		490		43
Professional and legal fees		1,452		801		651
Loan expense		108		141		(33	)
Telephone		247		231		16
Advertising		347		141		206
Postage		88		77		11
Other		1,662		1,220		442
Total operating expenses	$	21,961	$	18,166	$	3,795

	Nine Months Ended September 30,				Change
(In thousands)	2017		2016		2017 vs 2016
Compensation and employee benefits	$	38,660	$	33,523	$	5,137
Premises and equipment		8,794		8,342		452
FDIC assessment		1,871		3,954		(2,083	)
Other Operating Expenses:
Wealth management division
other expense		1,865		1,593		272
Professional and legal fees		3,100		2,544		556
Loan expense		366		374		(8	)
Telephone		747		704		43
Advertising		865		511		354
Postage		283		246		37
Other		4,809		4,356		453
Total operating expenses	$	61,360	$	56,147	$	5,213

The Company’s total operating expenses were $22.0 million for the quarter ended September 30, 2017 compared to $18.2 million in the same 2016 quarter, reflecting a net increase of $3.8 million, or 21 percent. Total operating expense grew by $5.2 million to $61.4 million for the nine months ended September 30, 2017 when compared to the same period in 2016, reflecting an increase of 9 percent.

Compensation and benefits expense increased to $14.0 million in the third quarter of 2017 from $11.5 million in the same period in 2016, an increase of $2.5 million, or 22 percent. For the nine months ended September 30, 2017 compensation and benefits expense increased to $38.7 million from $33.5 million for the same period in 2016. Both period increases were due to strategic hiring, normal salary increases and increased bonus/incentive accruals associated with the Company’s growth. In addition, the Equipment Finance Team joined the Company during the second quarter of 2017 and the Company completed the acquisition of MCM in August 2017 further increasing compensation and employee benefits.

For the three months ended September 30, 2017, premises and equipment expense was $2.9 million compared to $2.7 million for the three months ended September 30, 2016, an increase of $209 thousand. For the nine months ended September 30, 2017, premises and equipment expense was $8.8 million compared to $8.3 million for the nine months ended September 30, 2016, an increase of $452 thousand. The increase over the same periods in 2016 was due to the Company’s growth as well as upgrades at the Company’s headquarters.

Index

For the three and nine months ended September 30, 2017 professional and legal fees increased $651 thousand and $556 thousand, respectively from the same 2016 periods. This increase was primarily due the wealth acquisition costs associated with the MCM acquisition.

For the three months ended September 30, 2017, FDIC insurance expense was $583 thousand compared to $814 thousand for the three months ended September 30, 2016, a decrease of $231 thousand. For the nine months ended September 30, 2017, FDIC insurance expense decreased $2.1 million to $1.9 million when compared to the same period in 2016. Beginning July 1, 2016, the FDIC assessment system was revised. Revisions for “small institutions” (under $10 billion in assets) resulted in, among other things, the elimination of risk categories and utilization of a financial ratios method to determine assessment rates. The changes significantly reduced the Company’s assessment rate. The three and nine months ended September 30, 2017 included increased advertising and marketing expense related to various target marketing campaigns, when compared to the 2016 periods.

PRIVATE WEALTH MANAGEMENT DIVISION: This division has served in the roles of executor and trustee while providing investment management, custodial, tax, retirement and financial services to its growing client base. Officers from the Private Wealth Management Division provide trust and investment services at the Bank’s corporate headquarters in Bedminster, at private banking locations in Bedminster, Morristown, Princeton and Teaneck, New Jersey and at the Bank’s subsidiaries, PGB Trust & Investments of Delaware, in Greenville, Delaware and MCM, in Gladstone, New Jersey.

The following table presents certain key aspects of the Bank’s Private Wealth Management Division performance for the quarters ended September 30, 2017 and 2016.

	For the
	Three Months Ended September 30,				Change
(In thousands)	2017		2016		2017 v 2016

Total fee income	$	5,790	$	4,436	$	1,354

Compensation and benefits (included
in Operating Expenses above)		3,004		2,377		627

Other operating expense (included)
in Operating Expenses above)		2,179		1,479		700

	At or For
	Nine Months Ended September 30,				Change
(In thousands)	2017		2016		2017 v 2016

Total fee income	$	15,694	$	13,630	$	2,064

Compensation and benefits (included
in Operating Expenses above)		7,868		6,779		1,089

Other operating expense (included)
in Operating Expenses above)		6,250		4,994		1,256


Assets under administration
(market value in billions)	$	4.8	$	3.5

The market value of the assets under administration (“AUA”) of the Private Wealth Management Division was $4.8 billion at September 30, 2017, reflecting an increase of 37 percent from $3.5 billion at September 30, 2016.

Index

In the September 2017 quarter, the Private Wealth Management Division generated $5.8 million in fee income compared to $4.4 million for the September 2016 quarter, reflecting a 31 percent increase. For the nine months ended September 30, 2017, the Private Wealth Management Division generated $15.7 million in fee income compared to $13.6 million for the same period in 2016, reflecting a 15 percent increase. The growth in fee income and AUA was due to the combination of the acquisition of MCM in August 2017, as well as new business and market appreciation. This was partially offset by normal levels of disbursements and outflows.

The Company continues to incorporate wealth management into conversations it has with the Company’s clients, across all business lines. The Company has expanded its wealth management team and will continue to grow its team and expand its products, services, and advice delivered to clients.

Operating expenses relative to the Private Wealth Management Division reflected increases due to the MCM acquisition, overall growth in the business, new hires and select third party expenditures incurred in the 2017 periods. Generally, revenue and profitability related to the new personnel will lag expenses by several quarters.

The Private Wealth Management Division currently generates adequate revenue to support the salaries, benefits and other expenses of the Division; however, Management believes that the Bank generates adequate liquidity to support the expenses of the Private Wealth Management Division should it be necessary.

NONPERFORMING ASSETS: OREO, loans past due in excess of 90 days and still accruing, and nonaccrual loans are considered nonperforming assets.

The following table sets forth asset quality data on the dates indicated (dollars in thousands):

	As of
	September 30,			June 30,			March 31,			December 31,			September 30,
	2017			2017			2017			2016			2016
Loans past due over 90 days
and still accruing	$	—		$	—		$	—		$	—		$	—
Nonaccrual loans		15,367			15,643			11,494			11,264			10,840
Other real estate owned		137			373			671			534			534
Total nonperforming assets	$	15,504		$	16,016		$	12,165		$	11,798		$	11,374

Performing TDRs	$	9,658		$	9,725		$	15,030		$	17,784		$	18,078

Loans past due 30 through 89
days and still accruing	$	589		$	1,232		$	622		$	1,356		$	8,238

Classified loans	$	44,170		$	43,608		$	43,002		$	45,798		$	49,627

Impaired loans	$	25,046		$	25,294		$	26,546		$	29,071		$	28,951

Nonperforming loans as a % of
total loans (1)		0.42	%		0.43	%		0.33	%		0.34	%		0.34	%
Nonperforming assets as a % of
total assets (1)		0.37	%		0.38	%		0.31	%		0.30	%		0.30	%
Nonperforming assets as a % of
total loans plus other real
estate owned (1)		0.42	%		0.44	%		0.35	%		0.36	%		0.35	%

(1)	Nonperforming loans/assets do not include performing TDRs.

The Company does not hold and has not made or invested in subprime loans or “Alt-A” type mortgages.

Index

PROVISION FOR LOAN AND LEASE LOSSES: The provision for loan and lease losses was $400 thousand and $2.1 million for the third quarters of 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016 the provision for loan and lease losses was $4.2 million and $6.0 million, respectively. The amount of the loan loss provision and the level of the allowance for loan and lease losses are based upon several factors including Management’s evaluation of probable losses inherent in the portfolio, after consideration of appraised collateral values, financial condition and past credit history of the borrowers, as well as prevailing economic conditions. Commercial credits generally carry a higher risk profile compared to some of the other credits, which is reflected in Management’s determination of the proper level of the allowance for loan and lease losses.

The decrease in the provision for loan and lease losses to $400 thousand in the third quarter of 2017 was principally due to slower loan growth as well as loan sales of $78.8 million. The Company also shifted some of its growth to equipment financing which has a lower general reserve allocation than commercial mortgages and C&I loans.

The overall allowance for loan and lease losses was $35.9 million as of September 30, 2017, compared to $32.2 million at December 31, 2016. As a percentage of loans, the allowance for loan and lease losses was 0.98 percent as of September 30, 2017, and 0.97 percent as of December 31, 2016. The specific reserves on impaired loans were $831 thousand at September 30, 2017 compared to $824 thousand as of December 31, 2016. Total impaired loans were $25.0 million and $29.1 million as of September 30, 2017 and December 31, 2016, respectively. The general component of the allowance increased from $31.4 million at December 31, 2016 to $35.1 million at September 30, 2017, due principally to loan growth.

A summary of the allowance for loan and lease losses for the quarterly periods indicated follows:

	September 30,			June 30,			March 31,			December 31,			September 30, 30,
(In thousands)	2017			2017			2017			2016			2016
Allowance for loan and lease losses:
Beginning of period	$	35,751		$	33,610		$	32,208		$	30,616		$	29,219
Provision for loan and lease losses		400			2,200			1,600			1,500			2,100
Charge-offs, net		(236	)		(59	)		(198	)		92			(703	)
End of period	$	35,915		$	35,751		$	33,610		$	32,208		$	30,616

Allowance for loan and lease losses as a % of total loans		0.98	%		0.98	%		0.98	%		0.97	%		0.95	%

Allowance for loan and lease losses as a % of non-performing loans		233.72	%		228.54	%		292.41	%		285.94	%		282.44	%

INCOME TAXES: For the third quarter of 2017 and 2016 income tax expense as a percentage of pre-tax income was 38.0 percent and 38.3 percent, respectively. For the nine months ended September 30, 2017 and 2016 income tax expense as a percentage of pre-tax income was 36.3 percent and 38.1 percent, respectively. During the nine months ended September 30, 2017, the Company adopted ASU 2016-9, “Compensation – Stock Compensation, Improvements to Employee Share-Based Payment Accounting”. As a result of this adoption, the Company recorded an income tax benefit of $662 thousand in the first quarter of 2017. The reduction in our effective tax rate for the nine months ended September 30, 2017 was primarily due to the adoption of ASU 2016-9.

CAPITAL RESOURCES: A solid capital base provides the Company with the ability to support future growth and financial strength and is essential to executing the Company’s Strategic Plan – “Expanding Our Reach.” The Company’s capital strategy is intended to provide stability to expand its businesses, even in stressed environments. Quarterly stress testing is integral to the Company’s capital management process.

Index

The Company strives to maintain capital levels in excess of internal “triggers” and in excess of those considered to be well capitalized under regulatory guidelines applicable to banks. Maintaining an adequate capital position supports the Company’s goal of providing shareholders an attractive and stable long-term return on investment.

Capital for the nine months ended September 30, 2017 was benefitted by net income of $26.1 million and by $26.1 million of voluntary share purchases by our shareholders under the Dividend Reinvestment Plan.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Total, Common Equity Tier 1 and Tier 1 capital (each as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). At September 30, 2017 and December 31, 2016, all of the Bank’s capital ratios remain above the levels required to be considered “well capitalized” and the Company’s capital ratios remain above regulatory requirements.

To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, common equity Tier I and Tier I leverage ratios as set forth in the table.

The Bank’s actual regulatory capital amounts and ratios are presented in the following table:

						To Be Well											For Capital
						Capitalized Under					For Capital						Adequacy Purposes
						Prompt Corrective					Adequacy						Including Capital
	Actual					Action Provisions					Purposes						Conservation Buffer (A)
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio				Amount		Ratio
As of September 30, 2017:
Total capital
(to risk-weighted assets)	$	437,903		12.92	%	$	338,856		10.00	%	$	271,085		8.00	%	$		313,442		9.250	%

Tier I capital
(to risk-weighted assets)		401,987		11.86			271,085		8.00			203,313		6.00				245,670		7.250

Common equity tier I
(to risk-weighted assets)		401,985		11.86			220,256		6.50			152,485		4.50				194,842		5.750

Tier I capital
(to average assets)		401,987		9.63			208,819		5.00			167,055		4.00				167,055		4.00

As of December 31, 2016:
Total capital
(to risk-weighted assets)	$	392,305		12.87	%	$	304,758		10.00	%	$	243,806		8.00	%			262,854		8.625	%

Tier I capital
(to risk-weighted assets)		360,097		11.82			243,806		8.00			182,855		6.00				201,902		6.625

Common equity tier I
(to risk-weighted assets)		360,094		11.82			198,093		6.50			137,141		4.50				156,188		5.125

Tier I capital
(to average assets)		360,097		9.31			193,430		5.00			154,744		4.00				154,744		4.00

(A)	See footnote on following table

Index

The Company’s actual regulatory capital amounts and ratios are presented in the following table:

							To Be Well									For Capital
							Capitalized Under				For Capital					Adequacy Purposes
							Prompt Corrective				Adequacy					Including Capital
	Actual						Action Provisions				Purposes					Conservation Buffer (A)
(Dollars in thousands)	Amount		Ratio				Amount	Ratio			Amount		Ratio			Amount		Ratio
As of September 30, 2017:
Total capital
(to risk-weighted assets)	$	450,077		13.28	%	$	N/A		N/A	%	$	271,085		8.00	%	$	313,442		9.250	%

Tier I capital
(to risk-weighted assets)		365,299		10.78			N/A		N/A			203,314		6.00			245,671		7.250

Common equity tier I
(to risk-weighted assets)		365,297		10.78			N/A		N/A			152,485		4.50			194,842		5.750

Tier I capital
(to average assets)		365,299		8.75			N/A		N/A			167,076		4.00			167,076		4.00

As of December 31, 2016:
Total capital
(to risk-weighted assets)	$	404,017		13.25	%	$	N/A		N/A	%	$	243,910		8.00	%		262,966		8.625	%

Tier I capital
(to risk-weighted assets)		323,045		10.60			N/A		N/A			182,933		6.00			201,988		6.625

Common equity tier I
(to risk-weighted assets)		323,042		10.60			N/A		N/A			137,200		4.50			156,255		5.125

Tier I capital
(to average assets)		323,045		8.35			N/A		N/A			154,788		4.00			154,788		4.00

(A)

When fully phased in on January 1, 2019, the Basel Rules will require the Company and the Bank to maintain a 2.5% “capital conservation buffer” on top of the minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of (i) CET1 to risk-weighted assets, (ii) Tier 1 capital to risk-weighted assets or (iii) total capital to risk-weighted assets above the respective minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and discretionary bonus payments to executive officers based on the amount of the shortfall. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will increase by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019.

The Company’s regulatory total risk based capital ratio beginning June 30, 2016 was benefitted by the $49 million (net) subordinated debt issuance that closed in June 2016. At that time, the Company down-streamed approximately $40 million of those proceeds to the Bank as capital, benefitting all the Bank’s regulatory capital ratios.

The Dividend Reinvestment Plan of Peapack-Gladstone Financial Corporation, or the “Reinvestment Plan,” allows shareholders of the Company to purchase additional shares of common stock using cash dividends without payment of any brokerage commissions or other charges. Shareholders may also make voluntary cash payments of up to $200 thousand per quarter to purchase additional shares of common stock. The Reinvestment Plan provided $26.1 million of capital to the Company in the first nine months of 2017 and we anticipate this program will provide a continuing source of capital.

The Company filed a shelf registration statement with the SEC in December 2016 that allows the Company to periodically offer and sell in one or more offerings, individually or in any combination, common stock, preferred stock and other non-equity securities not to exceed $100.0 million. The shelf registration provides the Company with flexibility in issuing capital instruments and more readily accessing the capital markets as needed to pursue future growth opportunities and ensure continued compliance with regulatory capital requirements.

As previously announced, on October 26, 2017, the Board of Directors declared a regular cash dividend of $0.05 per share payable on November 24, 2017 to shareholders of record on November 9, 2017.

Index

Management believes the Company’s capital position and capital ratios are adequate. Further, Management believes the Company has sufficient common equity to support its planned growth and expansion for the immediate future. The Company continually assesses other potential sources of capital to support future growth.

LIQUIDITY: Liquidity refers to an institution’s ability to meet short-term requirements including funding of loans, deposit withdrawals and maturing obligations, as well as long-term obligations, including potential capital expenditures. The Company’s liquidity risk management is intended to ensure the Company has adequate funding and liquidity to support its assets across a range of market environments and conditions, including stressed conditions. Principal sources of liquidity include cash, temporary investments, securities available for sale, customer deposit inflows, loan and securities repayments and secured borrowings. Other liquidity sources include loan sales and loan participations.

Management actively monitors and manages the Company’s liquidity position and believes it is sufficient to meet future needs. Cash and cash equivalents, including federal funds sold and interest-earning deposits, totaled $93.3 million at September 30, 2017. In addition, the Company had $315.1 million in securities designated as available for sale at September 30, 2017. These securities can be sold, or used as collateral for borrowings, in response to liquidity concerns. Securities available for sale with a fair value of $177.3 million as of September 30, 2017 were pledged to secure public funds and for other purposes required or permitted by law. In addition, the Company generates significant liquidity from scheduled and unscheduled principal repayments of loans and mortgage-backed securities.

A further source of liquidity is borrowing capacity. At September 30, 2017, unused borrowing commitments totaled $1.2 billion from the FHLB and $732 million from the FRB.

During the September 2017 quarter loans increased $2.7 million. Customer deposits grew $86.4 million, net (principally interest-bearing checking) capital increased $23.1 million, cash and cash equivalents were flat, and other borrowings declined $95.9 million.

Brokered interest-bearing demand (“overnight”) deposits were $180.0 million at September 30, 2017 and June 30, 2017. The interest rate paid on these deposits allows the Bank to fund at attractive rates and engage in interest rate swaps to hedge its asset-liability interest rate risk. The Company ensures ample available collateralized liquidity as a backup to these short-term brokered deposits.

From a liquidity/funding perspective, such brokered deposits are generally a more cost-effective alternative than other borrowings and do not require use of pledged collateral, as secured wholesale borrowings do. From a balance sheet management perspective, the rate paid on these short-term brokered deposits is used as the basis to transact longer term interest rate swaps, basically extending repricing generally to five years for asset matching / interest rate risk management purposes. As of September 30, 2017, the Company has transacted pay fixed, receive floating interest rate swaps totaling $180.0 million in notional amount.

The Company has a Board-approved Contingency Funding Plan in place. This plan provides a framework for managing adverse liquidity stress and contingent sources of liquidity. The Company conducts liquidity stress testing on a regular basis to ensure sufficient liquidity in a stressed environment.

Management believes the Company’s liquidity position and sources are adequate.

Index

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

ASSET/LIABILITY MANAGEMENT: The Company’s Asset/Liability Committee (ALCO) is responsible for developing, implementing and monitoring asset/liability management strategies and advising the Board of Directors on such strategies, as well as the related level of interest rate risk. In this regard, interest rate risk simulation models are prepared on a quarterly basis. These models have the ability to demonstrate balance sheet gaps and predict changes to net interest income and economic/market value of portfolio equity under various interest rate scenarios. In addition, these models, as well as ALCO processes and reporting, are subject to annual independent third-party review.

ALCO is generally authorized to manage interest rate risk through the management of capital, cash flows and duration of assets and liabilities, including sales and purchases of assets, as well as additions of wholesale borrowings and other sources of medium/longer term funding. ALCO is authorized to engage in interest rate swaps as a means of extending the duration of shorter term liabilities.

The following strategies are among those used to manage interest rate risk:

Actively market commercial type loan originations that tend to have adjustable rate features or shorter terms, and/or that generate customer relationships that can result in higher core deposit accounts;

Manage residential mortgage portfolio originations to adjustable-rate and/or shorter-term and/or “relationship” loans that result in core deposit relationships;

Actively market core deposit relationships, which are generally longer duration liabilities;

Utilize medium to longer term certificates of deposit and/or wholesale borrowings to extend liability duration;

Utilize interest rate swaps to extend liability duration;

Utilize a loan level / back to back interest rate swap program, which converts a borrower’s fixed rate loan to adjustable rate for the Company;

Closely monitor and actively manage the investment portfolio, including management of duration, prepayment and interest rate risk;

Maintain adequate levels of capital; and

Utilize loan sales and/or loan participations.

The interest rate swap program is administered by ALCO and follows procedures and documentation in accordance with regulatory guidance and standards as set forth in ASC 815 for cash flow hedges. The program incorporates pre-purchase analysis, liability designation, sensitivity analysis, correlation analysis, daily mark-to-market analysis and collateral posting as required. The Board is advised of all swap activity. In all of these swaps, the Company is receiving floating and paying fixed interest rates with total notional value of $180.0 million as of September 30, 2017.

In addition, during the third quarter of 2015, the Company initiated a loan level / back-to-back swap program in support of its commercial lending business. Pursuant to this program, the Company extends a floating rate loan and executes a floating to fixed swap with the borrower. At the same time, the Company executes a third party swap, the terms of which fully offset the fixed exposure and, result in a final floating rate exposure for the Company. As of September 30, 2017, $315.7 million of notional value in swaps were executed and outstanding with borrowers under this program.

Index

As noted above, ALCO uses simulation modeling to analyze the Company’s net interest income sensitivity, as well as the Company’s economic value of portfolio equity under various interest rate scenarios. The model is based on the actual maturity and repricing characteristics of rate sensitive assets and liabilities. The model incorporates certain loan prepayment, deposit beta and decay, and interest rate assumptions, which management believes to be reasonable as of September 30, 2017. The model assumes changes in interest rates without any proactive change in the balance sheet by management. In the model, the forecasted shape of the yield curve remained static as of September 30, 2017.

In an immediate and sustained 200 basis point increase in market rates at September 30, 2017, net interest income for year 1 would increase approximately 4.4 percent, when compared to a flat interest rate scenario. In year 2 this sensitivity improves to an increase of 7.5 percent, when compared to a flat interest rate scenario.

In an immediate and sustained 100 basis point decrease in market rates at September 30, 2017, net interest income would decline approximately 5.9 percent for year 1 and 7.8 percent for year 2, compared to a flat interest rate scenario.

The table below shows the estimated changes in the Company’s economic value of portfolio equity (“EVPE”) that would result from an immediate parallel change in the market interest rates at September 30, 2017.

	Estimated Increase/								EVPE as a Percentage of
(Dollars in thousands)	Decrease in EVPE								Present Value of Assets (2)
Change In
Interest
Rates	Estimated								EVPE		Increase/(Decrease)
(Basis Points)	EVPE (1)		Amount			Percent			Ratio (3)		(basis points)
+200	$523,471		$3,397			0.65%			13.17%		64
+100		528,914		8,840			1.70			13.01		48
Flat interest rates		520,074		—			—			12.53		—
-100		496,355		(23,719	)		(4.56	)		11.74		(79	)

(1)	EVPE is the discounted present value of expected cash flows from assets and liabilities.
(2)	Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
(3)	EVPE ratio represents EVPE divided by the present value of assets.

Certain shortcomings are inherent in the methodologies used in determining interest rate risk. Simulation modeling requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the modeling assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the information provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.

Model simulation results indicate the Company is slightly asset sensitive, which indicates the Company’s net interest income should improve slightly in a rising rate environment. Management believes the Company’s interest rate risk position is reasonable.

Index

ITEM 4. Controls and Procedures

The Corporation’s Management, with the participation of its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

The Corporation’s Chief Executive Officer and Chief Financial Officer have also concluded that there have not been any changes in the Corporation’s internal control over financial reporting during the quarter ended September 30, 2017 that have materially affected, or are reasonable likely to materially affect, the Corporation’s internal control over financial reporting.

The Corporation’s Management, including the CEO and CFO, does not expect that our disclosure controls and procedures of our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, provides reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system reflects resource constraints; the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur because of simple error or mistake. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by Management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all future conditions; over time, control may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

In the normal course of its business, lawsuits and claims may be brought against the Company and its subsidiaries. There is no currently pending or threatened litigation or proceedings against the Company or its subsidiaries, which if adversely decided, we believe would have a material adverse effect on the Company.

ITEM 1A. Risk Factors

There were no material changes in the Corporation’s risk factors during the three months ended September 30, 2017 from the risk factors disclosed in Part I, Item 1A of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016.

Index

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

There were no repurchases or unregistered sales of the Corporation’s stock during the quarter.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

3	Articles of Incorporation and By-Laws:
	A. Certificate of Incorporation of the Registrant, as amended, incorporated herein by reference to Exhibit 3 of the Registrant’s Quarterly Report on Form 10-Q filed on November 9, 2009 (File No. 001-16197).
	B. By-Laws of the Registrant, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on January 26, 2015 (File No. 001-16197).

10.	Material Contracts:
	A. “Deferred Compensation Retention Award Plan” dated August 4, 2017, by and between Peapack-Gladstone Bank and Douglas L. Kennedy, filed herewith.
	B. “Deferred Compensation Retention Award Plan” dated August 4, 2017, by and between Peapack-Gladstone Bank and Finn M.W. Caspersen, Jr., filed herewith.
	C. “Deferred Compensation Retention Award Plan” dated August 4, 2017, by and between Peapack-Gladstone Bank and John P. Babcock, filed herewith.
	D. “Deferred Compensation Retention Award Plan” dated August 4, 2017, by and between Peapack-Gladstone Bank and Jeffrey J. Carfora, filed herewith

31.1	Certification of Douglas L. Kennedy, Chief Executive Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).

31.2	Certification of Jeffrey J. Carfora, Chief Financial Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).

32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Douglas L. Kennedy, Chief Executive Officer of the Corporation and Jeffrey J. Carfora, Chief Financial Officer of the Corporation.

101	Interactive Data File

Index

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.

	PEAPACK-GLADSTONE FINANCIAL CORPORATION
	(Registrant)


DATE: November 8, 2017	By: /s/ Douglas L. Kennedy
	Douglas L. Kennedy
	President and Chief Executive Officer


DATE: November 8, 2017	By: /s/ Jeffrey J. Carfora
	Jeffrey J. Carfora
	Senior Executive Vice President, Chief Financial Officer
	(Principal Financial Officer)

DATE: November 8, 2017	By: /s/ Francesco S. Rossi
	Francesco S. Rossi, Chief Accounting Officer
	(Principal Accounting Officer)

PEAPACK GLADSTONE FINANCIAL CORP - FORM 10-Q - November 8, 2017

Attached files

PEAPACK GLADSTONE FINANCIAL CORP Reports