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Equibles

10-Q

Peapack Gladstone Financial Corp (PGC)

10-Q 2020-08-10 For: 2020-06-30
View Original
Added on April 11, 2026

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 June 30, 2020

OR

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

For the transition period from              to

Commission File 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)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value PGC The NASDAQ Stock Market, LLC

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of 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 such files).

Yes ☒ No ☐

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

Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

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

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

Number of shares of Common Stock outstanding as of August 3, 2020: 18,905,135

PEAPACK-GLADSTONE FINANCIAL CORPORATION

PART 1 FINANCIAL INFORMATION

Item 1 Financial Statements 3
Consolidated Statements of Condition at June 30, 2020 and December 31, 2019 3
Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019 4
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019 5
Consolidated Statement of Changes in Shareholders’ Equity for the three and six months ended June 30, 2020 and 2019 6
Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019 8
Notes to Consolidated Financial Statements 9
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 44
Item 3 Quantitative and Qualitative Disclosures about Market Risk 65
Item 4 Controls and Procedures 67

PART 2 OTHER INFORMATION

Item 1 Legal Proceedings 68
Item 1A Risk Factors 68
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 68
Item 3 Defaults Upon Senior Securities 68
Item 4 Mine Safety Disclosures 68
Item 5 Other Information 68
Item 6 Exhibits 69

Item 1. Financial Statements

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands, except share and per share data)

(audited)
December 31,
2019
ASSETS
Cash and due from banks 5,608 $ 6,591
Federal funds sold 102 102
Interest-earning deposits 617,117 201,492
Total cash and cash equivalents 622,827 208,185
Securities available for sale 539,742 390,755
Equity security, at fair value 15,159 10,836
FHLB and FRB stock, at cost 18,598 24,068
Loans held for sale, at fair value 10,021 2,881
Loans held for sale, at lower of cost or fair value 27,228 14,667
Loans 4,862,684 4,394,137
Less: Allowance for loan and lease losses 66,065 43,676
Net loans 4,796,619 4,350,461
Premises and equipment 21,449 20,913
Other real estate owned 50 50
Accrued interest receivable 15,956 10,494
Bank owned life insurance 46,479 46,128
Goodwill 30,208 30,208
Other intangible assets 9,735 10,380
Finance lease right-of-use assets 4,704 5,078
Operating lease right-of-use assets 10,810 12,132
Other assets 111,630 45,643
TOTAL ASSETS 6,281,215 $ 5,182,879
LIABILITIES
Deposits:
Noninterest-bearing demand deposits 911,989 $ 529,281
Interest-bearing deposits:
Checking 1,804,102 1,510,363
Savings 123,140 112,652
Money market accounts 1,183,603 1,196,313
Certificates of deposit - retail 629,941 633,763
Certificates of deposit - listing service 35,327 47,430
Subtotal deposits 4,688,102 4,029,802
Interest-bearing demand - brokered 130,000 180,000
Certificates of deposit - brokered 33,736 33,709
Total deposits 4,851,838 4,243,511
Short-term borrowings 15,000 128,100
Federal Home Loan Bank advances 105,000 105,000
Paycheck Protection Program Liquidity Facility 535,837 —
Finance lease liabilities 7,196 7,598
Operating lease liabilities 11,116 12,423
Subordinated debt, net 83,529 83,417
Deferred tax liabilities, net 24,992 26,151
Due to brokers, securities settlements — 7,951
Accrued expenses and other liabilities 138,727 65,076
TOTAL LIABILITIES 5,773,235 4,679,227
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 42,000,000 shares; issued<br>   shares, 20,273,313 at June 30, 2020 and 20,074,766 at December 31, 2019; outstanding<br>   shares, 18,905,135 at June 30, 2020 and 18,926,810 at December 31, 2019 16,900 16,733
Surplus 322,796 319,375
Treasury stock at cost, 1,368,178 shares at June 30, 2020 and 1,147,956 shares at December 31, 2019 (36,477 ) (29,990 )
Retained earnings 206,757 199,029
Accumulated other comprehensive loss, net of income tax (1,996 ) (1,495 )
TOTAL SHAREHOLDERS’ EQUITY 507,980 503,652
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY 6,281,215 $ 5,182,879

All values are in US Dollars.

See accompanying notes to consolidated financial statements

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except share data)

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
INTEREST INCOME
Interest and fees on loans $ 39,321 $ 40,595 $ 81,626 $ 81,107
Interest on investments:
Taxable 2,108 2,639 4,567 5,323
Tax-exempt 57 91 115 184
Interest on loans held for sale 54 13 75 17
Interest on interest-earning deposits 109 1,265 661 2,535
Total interest income 41,649 44,603 87,044 89,166
INTEREST EXPENSE
Interest on savings and interest-bearing deposit accounts 3,131 8,554 9,574 16,615
Interest on certificates of deposit 3,147 3,461 6,841 6,695
Interest on borrowed funds 1,127 838 2,139 1,672
Interest on finance lease liability 87 97 177 196
Interest on subordinated debt 1,222 1,223 2,445 2,447
Subtotal - interest expense 8,714 14,173 21,176 27,625
Interest on interest-bearing demand - brokered 700 836 1,623 1,575
Interest on certificates of deposits - brokered 264 326 527 691
Total interest expense 9,678 15,335 23,326 29,891
NET INTEREST INCOME BEFORE PROVISION FOR LOAN AND<br><br><br>LEASE LOSSES 31,971 29,268 63,718 59,275
Provision for loan and lease losses 4,900 1,150 24,900 1,250
NET INTEREST INCOME AFTER PROVISION FOR LOAN AND<br><br><br>LEASE LOSSES 27,071 28,118 38,818 58,025
OTHER INCOME
Wealth management fee income 9,996 9,568 19,951 18,742
Service charges and fees 695 897 1,511 1,713
Bank owned life insurance 318 326 646 664
Gains on loans held for sale at fair value (mortgage banking) 550 132 842 179
Loss on loans held for sale at lower of cost or fair value — — (3 ) —
Fee income related to loan level, back-to-back swaps 202 721 1,620 991
Gain on sale of SBA loans 258 573 1,312 992
Other income 482 740 941 1,346
Securities gains/(losses), net 125 69 323 128
Total other income 12,626 13,026 27,143 24,755
OPERATING EXPENSES
Compensation and employee benefits 19,186 17,543 38,412 34,699
Premises and equipment 4,036 3,600 8,079 6,988
FDIC insurance expense 455 277 705 554
Other operating expense 5,337 4,753 10,053 9,647
Total operating expenses 29,014 26,173 57,249 51,888
INCOME BEFORE INCOME TAX EXPENSE 10,683 14,971 8,712 30,892
Income tax expense/(benefit) 2,441 3,421 (903 ) 7,917
NET INCOME $ 8,242 $ 11,550 $ 9,615 $ 22,975
EARNINGS PER SHARE
Basic $ 0.44 $ 0.59 $ 0.51 $ 1.18
Diluted $ 0.43 $ 0.59 $ 0.51 $ 1.18
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
Basic 18,872,070 19,447,155 18,865,206 19,399,071
Diluted 19,059,822 19,568,371 18,991,056 19,528,537

See accompanying notes to consolidated financial statements

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
Net income $ 8,242 $ 11,550 $ 9,615 $ 22,975
Comprehensive income:
Unrealized gains on available for sale securities:
Unrealized holding gains arising during the period 2,031 2,871 7,830 5,159
2,031 2,871 7,830 5,159
Tax effect (489 ) (695 ) (1,901 ) (1,255 )
Net of tax 1,542 2,176 5,929 3,904
Unrealized gains/(losses) on cash flow hedges:
Unrealized holding gains/(losses) arising during the period 191 (2,909 ) (8,688 ) (4,456 )
Reclassification adjustment for amounts included in net<br><br><br>income (9 ) (31 ) (80 ) (62 )
182 (2,940 ) (8,768 ) (4,518 )
Tax effect (61 ) 889 2,338 1,355
Net of tax 121 (2,051 ) (6,430 ) (3,163 )
Total other comprehensive income/(loss) 1,663 125 (501 ) 741
Total comprehensive income $ 9,905 $ 11,675 $ 9,114 $ 23,716

See accompanying notes to consolidated financial statements

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)

Three Months Ended June 30, 2020 and June 30, 2019

Accumulated
Other
(In thousands, except share and Common Treasury Retained Comprehensive
per share data) Stock Surplus Stock Earnings Loss Total
Balance at April 1, 2020 18,852,523<br>   common shares outstanding — $ 16,854 $ 320,269 $ (36,477 ) $ 199,453 $ (3,659 ) $ 496,440
Net income — — — — 8,242 — 8,242
Comprehensive income — — — — — 1,663 1,663
Restricted stock units issued 7,606 shares — 6 (6 ) — — — —
Restricted stock units/awards repurchased on<br>   vesting to pay taxes, (2,580) shares — (2 ) (40 ) — — — (42 )
Amortization of restricted stock awards/units — — 1,723 — — — 1,723
Cash dividends declared on common stock<br>   (0.05 per share) — — — — (938 ) — (938 )
Common stock options exercised, 2,800 net of<br>   2,149 shares used to exercise, 651 shares — 3 (2 ) — — — 1
Issuance of shares for Employee Stock<br>   Purchase Plan, 46,935 shares — 39 852 — — — 891
Balance at June 30, 2020 18,905,135<br>   common shares outstanding — $ 16,900 $ 322,796 $ (36,477 ) $ 206,757 $ (1,996 ) $ 507,980
Accumulated
Other
(In thousands, except share and Common Treasury Retained Comprehensive
per share data) Stock Surplus Stock Earnings Loss Total
Balance at April 1, 2019 19,445,363<br>   common shares outstanding — $ 16,549 $ 309,722 $ (8,988 ) $ 165,918 $ (1,729 ) $ 481,472
Net income — — — — 11,550 — 11,550
Comprehensive income — — — — — 125 125
Restricted stock units issued 1,779 shares — 1 (1 ) — — — —
Restricted stock units/awards repurchased on<br>   vesting to pay taxes, (614) shares — — (17 ) — — — (17 )
Amortization of restricted stock awards/units — — 1,475 — — — 1,475
Cash dividends declared on common stock<br>   (0.05 per share) — — — — (973 ) — (973 )
Common stock options exercised, 1,220 shares — — 18 — — — 18
Issuance of shares for Employee Stock<br>   Purchase Plan, 8,564 shares — 7 231 — — — 238
Balance at June 30, 2019 19,456,312<br>   common shares outstanding — $ 16,557 $ 311,428 $ (8,988 ) $ 176,495 $ (1,604 ) $ 493,888

All values are in US Dollars.

Six Months Ended June 30, 2020 and June 30, 2019

Accumulated
Other
(In thousands, except share and Common Treasury Retained Comprehensive
per share data) Stock Surplus Stock Earnings Loss Total
Balance at January 1, 2020 18,926,810<br>   common shares outstanding — $ 16,733 $ 319,375 $ (29,990 ) $ 199,029 $ (1,495 ) $ 503,652
Net income — — — — 9,615 — 9,615
Comprehensive loss — — — — — (501 ) (501 )
Restricted stock units issued 157,690 shares — 131 (131 ) — — — —
Restricted stock units/awards repurchased on<br>   vesting to pay taxes, (39,686) shares — (33 ) (610 ) — — — (643 )
Amortization of restricted stock awards/units — — 3,264 — — — 3,264
Cash dividends declared on common stock<br>   (0.10 per share) — — — — (1,887 ) — (1,887 )
Share repurchase, (220,222) shares — — — (6,487 ) — — (6,487 )
Common stock options exercised, 8,400 net of<br>   2,149 shares used to exercise, 6,251 shares — 7 69 — — — 76
Exercise of warrants, 20,000 net of 13,469<br>   shares used to exercise, 6,531 shares — 6 (6 ) — — — —
Issuance of shares for Employee Stock<br>   Purchase Plan, 46,935 shares — 39 852 — — — 891
Issuance of common stock for acquisition,<br>   20,826 shares — 17 (17 ) — — — —
Balance at June 30, 2020 18,905,135<br>   common shares outstanding — $ 16,900 $ 322,796 $ (36,477 ) $ 206,757 $ (1,996 ) $ 507,980
Accumulated
Other
(In thousands, except share and Common Treasury Retained Comprehensive
per share data) Stock Surplus Stock Earnings Loss Total
Balance at January 1, 2019 19,337,662<br>   common shares outstanding — $ 16,459 $ 309,088 $ (8,988 ) $ 154,799 $ (2,345 ) $ 469,013
Cumulative adjustment for Leases (ASU 842) — — — — 661 — 661
Balance at January 1, 2019, adjusted — 16,459 309,088 (8,988 ) 155,460 (2,345 ) 469,674
Net income — — — — 22,975 — 22,975
Comprehensive income — — — — — 741 741
Restricted stock units issued 131,141 shares — 109 (109 ) — — — —
Restricted stock units/awards repurchased on<br>   vesting to pay taxes, (35,949) shares — (30 ) (951 ) — — — (981 )
Amortization of restricted stock awards/units — — 2,865 — — — 2,865
Cash dividends declared on common stock<br>   (0.10 per share) — — — — (1,940 ) — (1,940 )
Common stock options exercised, 1,520 shares — 1 21 — — — 22
Exercise of warrants 7,109 net of 4,218<br>   shares used to exercise, 2,891 shares — 2 (2 ) — — — —
Issuance of shares for Employee Stock<br>   Purchase Plan, 18,740 shares — 15 517 — — — 532
Issuance of common stock for acquisition,<br>   307 shares — 1 (1 ) — — — —
Balance at June 30, 2019 19,456,312<br>   common shares outstanding — $ 16,557 $ 311,428 $ (8,988 ) $ 176,495 $ (1,604 ) $ 493,888

All values are in US Dollars.

See accompanying notes to consolidated financial statements

PEAPACK-GLADSTONE FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

Six Months Ended June 30,
2020 2019
OPERATING ACTIVITIES:
Net income $ 9,615 $ 22,975
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 1,543 1,523
Amortization of premium and accretion of discount on securities, net 1,667 613
Amortization of restricted stock 3,264 2,865
Amortization of intangible assets 645 458
Amortization of subordinated debt costs 112 112
Provision for loan and lease losses 24,900 1,250
Deferred tax expense/(benefit) 483 (620 )
Stock-based compensation and employee stock purchase plan expense 190 75
Fair value adjustment for equity security (323 ) (128 )
Loans originated for sale (1) (67,539 ) (22,531 )
Proceeds from sales of loans held for sale (1) 65,345 23,166
Gain on loans held for sale (1) (2,154 ) (1,171 )
Loss on loans held for sale at lower of cost or fair value 3 —
Increase in cash surrender value of life insurance, net (351 ) (391 )
Increase in accrued interest receivable (5,462 ) (780 )
Decrease in other assets 802 8,548
(Decrease)/increase in accrued expenses and other liabilities (11,641 ) 8,044
NET CASH PROVIDED BY OPERATING ACTIVITIES 21,099 44,008
INVESTING ACTIVITIES:
Principal repayments, maturities and calls of securities available for sale 85,946 96,230
Redemptions of FHLB and FRB stock 34,573 279
Purchase of securities available for sale (228,768 ) (92,587 )
Purchase of equity securities (4,000 ) —
Purchase of FHLB and FRB stock (29,103 ) (84 )
Proceeds from sales of loans held for sale at lower of cost or fair value 10,067 —
Net increase in loans, net of participations sold (496,481 ) (98,986 )
Purchase of premises and equipment (1,705 ) (554 )
NET CASH USED IN INVESTING ACTIVITIES (629,471 ) (95,702 )
FINANCING ACTIVITIES:
Net increase in deposits 608,327 200,315
Net decrease in short-term borrowings (113,100 ) —
Proceeds from Paycheck Protection Program Liquidity Facility 535,837 —
Repayments of Federal Home Loan Bank advances — (3,000 )
Dividends paid on common stock (1,887 ) (1,940 )
Exercise of Stock Options, net of stock swaps 76 22
Restricted stock repurchased on vesting to pay taxes (643 ) (981 )
Issuance of shares for employee stock purchase plan 891 532
Purchase of treasury shares (6,487 ) —
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,023,014 194,948
Net increase in cash and cash equivalents 414,642 143,254
Cash and cash equivalents at beginning of period 208,185 160,773
Cash and cash equivalents at end of period $ 622,827 $ 304,027
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 23,380 $ 29,954
Income tax, net 551 843
Transfer of loans to loans held for sale 25,423 —
(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

PEAPACK-GLADSTONE FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. 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 audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2019 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 solely of normal and recurring accruals) necessary to present fairly the financial position as of June 30, 2020, the results of operations, comprehensive income, shareholders’ equity for the three and six months ended June 30, 2020 and 2019 and cash flow statements for the six months ended June 30, 2020 and 2019. The results of operations for the three and six months ended June 30, 2020 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 financial statements also include the Bank’s wholly-owned subsidiaries:

• PGB Trust & Investments of Delaware
• Peapack Capital Corporation (“PCC”) (formed in the second quarter of 2017)
--- ---
• Murphy Capital Management (“Murphy Capital”) (acquired in the third quarter of 2017)
--- ---
• Lassus Wherley and Associates (“Lassus Wherley”) (acquired in the third quarter of 2018)
--- ---
• Point View Wealth Management, Inc. (“Point View”) (acquired in the third quarter of 2019)
--- ---
• Peapack-Gladstone Mortgage Group, Inc. owns 99 percent of Peapack Ventures, LLC and 79 percent of Peapack-Gladstone Realty, Inc., a New Jersey real estate investment company
--- ---
• PGB Trust & Investments of Delaware owns one percent of Peapack Ventures, LLC
--- ---
• Peapack Ventures, LLC owns the remaining 21 percent of Peapack-Gladstone Realty, Inc.
--- ---

While the following footnotes include the collective results of the Company, the Bank and their subsidiaries, 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 the periods presented. Actual results could differ from those estimates.

Segment Information:  The Company’s business is conducted through two business segments: its banking subsidiary, which involves the delivery of loan and deposit products to customers, and the Peapack Private Wealth Management Division (“Peapack Private”), which includes asset management services to individuals and institutions. Management uses certain methodologies to allocate income and expense to the business segments.

The Banking segment includes commercial (includes C&I and equipment financing), commercial real estate, multifamily, residential and consumer lending activities; treasury management services; C&I advisory services; escrow management; deposit generation; operation of ATMs; telephone and internet banking services; merchant credit card services and customer support services.

Peapack Private includes: investment management services for individuals and institutions; personal trust services, including services as executor, trustee, administrator, custodian and guardian; and other financial planning and advisory services. This segment also includes the activity from the Delaware subsidiary, PGB Trust & Investments of Delaware, Murphy Capital, Lassus Wherley, and Point View.  Wealth management fees are primarily earned over time as the Company provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of AUM at month-end.  Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed (i.e. trade date).

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 short-term borrowings with original maturities of 90 days or less.

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 debt 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.  The Company also has an investment in a CRA investment fund, which is classified as an equity security.

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 are 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 is 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.

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 of New York and required to own a certain amount of FRB stock. FRB stock is carried at cost and classified as a restricted security. 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 on the Statement of Income, are based on the difference between the selling price and the carrying value of the related loan sold.

U.S. Small Business Administration (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 $62.9 million and $51.9 million as of June 30, 2020 and December 31, 2019, respectively.  SBA loans held for sale totaled $1.8 million and $4.6 million at June 30, 2020 and December 31, 2019, respectively. The Company also has loans originated through the SBA Paycheck Protection Program (PPP) that are held for sale.  As of June 30, 2020, the Company had $25.4 million of PPP loans that were designated held for sale.

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 on a level-yield method, over the life of the loan as an adjustment 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 were excluded as the impact was not material.

Loans are considered past due when they are not paid within 30 days 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 unless the asset is both well secured and in the process of collection. 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 consecutive 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 closed-end loans are generally charged off after they become 120 days past due and open-end loans after 180 days. 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 may be returned to accrual status. Nonaccrual mortgage loans are generally charged off to the extent that 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 New Jersey, New York and Pennsylvania.

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 probable losses in the loan portfolio.  The process to determine reserves utilizes analytic tools and Management judgment 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 size and composition of the portfolio, information about specific borrower situations, estimated collateral values, level of and trends in delinquent, classified and nonperforming loans, 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 Bank 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.

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.

The general component of the allowance covers non-impaired loans and is based primarily on the Company’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. As a result of the effects of the COVID-19 pandemic, the Company increased certain qualitative factors related to elevated levels of unemployment and approved loan deferral payment requests as businesses both locally and nationally have been shut down.  The Company also considered qualitative factors related to 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 staffing and experience; 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 both June 30, 2020 and December 31, 2019, the multiple was 2.25 times for non-impaired loans and 3.25 times for non-impaired substandard loans.

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.

On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security ("CARES“) Act, which provides entities with optional temporary relief from certain accounting and financial reporting requirements under U.S. GAAP.

The CARES Act allows financial institutions to suspend application of certain current TDR accounting guidance under Accounting Standards Codification ("ASC") 310-40 for loan modifications related to the COVID-19 pandemic made between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the end of the COVID-19 national emergency, provided certain criteria are met. This relief can be applied to loan modifications for borrowers that were not more than 30 days past due as of December 31, 2019 and to loan modifications that defer or delay the payment of principal or interest or change the interest rate on the loan. In April 2020, federal and state banking regulators issued the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus to provide further interpretation of when a borrower is experiencing financial difficulty, specifically indicating that if the modification is either short-term (e.g., six months) or mandated by a federal or state government in response to the COVID-19 pandemic, the borrower is not experiencing financial difficulty under ASC 310-40. The Company continues to prudently work with borrowers negatively impacted by the COVID-19 pandemic while managing credit risks and recognizing an appropriate allowance for loan and lease losses on its loan portfolio.  The Company had total loan modifications under the CARES Act of $913.7 million as of June 30, 2020.

Another key program under the CARES Act is the Paycheck Protection Program (“PPP”) administered by the SBA which has provided much needed funding to qualifying businesses and organizations.  Under this program, the Company has provided fundings of approximately $600 million and believes that the majority of these loans will ultimately be forgiven by the SBA.

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 values could drop significantly and cause the value of the property to fall below the loan amount, creating additional potential loss 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, which could expose the borrower to higher debt service requirements in a rising interest rate environment. Further, real estate values could drop significantly and cause the value of the property to fall below the loan amount, creating additional potential loss exposure for the Bank.

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 values could drop significantly and cause the value of the property to fall below the loan amount, creating additional potential loss 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 flows 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 as well as the stock of a company, if privately held.  Commercial and industrial loans are typically repaid first by the cash flows 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’ 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, these loans often include commercial real estate as collateral to strengthen the Bank’s position and the Bank will often require more frequent reporting requirements from the borrower in order to better monitor its business performance.

Leasing and Equipment Finance.  PCC 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.

Asset risk in PCC’s portfolio is generally recognized through changes to loan income, or through changes to lease related income streams due to fluctuations in lease rates.  Changes to lease income can occur when the existing lease contract expires, the asset comes off lease or the business seeks to enter a new lease agreement.  Asset risk may also change depreciation, resulting from changes in the residual value of the operating lease asset or through impairment of the asset carrying value, which can occur at any time during the life of the asset.

Credit risk in PCC’s portfolio generally results from the potential default of borrowers or lessees, which may be driven by customer specific or broader industry related conditions.  Credit losses can impact multiple parts of the income statement including loss of interest/lease/rental income and/or higher costs and expenses related to the repossession, refurbishment, re-marketing and or re-leasing of assets.

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.  Consumer loans generally have higher interest rates and shorter terms than residential loans but tend to have higher credit risk due to the type of collateral securing the loan or in some cases the absence of collateral.

Leases:  At inception, contracts are evaluated to determine whether the contract constitutes a lease agreement. For contracts that are determined to be an operating lease, a corresponding right-of-use (“ROU”) asset and operating lease liability are recorded in separate line items on the statement of condition. A ROU asset represents the Company’s right to use an underlying asset during the lease term and a lease liability represents the Company’s commitment to make contractually obligated lease payments. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease and are based on the present value of lease payments over the lease term. The measurement of the operating lease ROU asset includes any lease payments made.

If the rate implicit in the lease is not readily determinable, the incremental collateralized borrowing rate is used to determine the present value of lease payments. This rate gives consideration to the applicable FHLB collateralized borrowing rates and is based on the information available at the commencement date. The Company has elected to apply the short-term lease measurement and recognition exemption to leases with an initial term of 12 months or less; therefore, these leases are not recorded on the Company’s statement of condition, but rather, lease expense is recognized over the lease term on a straight-line basis. The Company’s lease agreements may include options to extend or terminate the lease. The Company’s decision to exercise renewal options is based on an assessment of its current business needs and market factors at the time of the renewal.  The Company maintains certain property and equipment under direct financing and operating leases.  Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches and office space and are classified as operating leases.

The ROU asset is measured at the amount of the lease liability adjusted for lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the ROU asset. Operating lease expense consists of: a single lease cost allocated over the remaining lease term on a straight-line basis, variable lease payments not included in the lease liability, and any impairment of the ROU asset.

There are no terms or conditions related to residual value guarantees and no restrictions or covenants that would impact the Company’s ability to pay dividends or to incur additional financial obligations.

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 cash flow 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. When hedge accounting is discontinued on a fair value hedge that no longer qualifies as an effective hedge, the derivative continues to be reported at fair value in the statement of condition, but the carrying amount of the hedged item is no longer adjusted for future changes in fair value. The adjustment to the carrying amount of the hedged item that existed at the date hedge accounting is discontinued is amortized over the remaining life of the hedged item into earnings.

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 authorized but unissued shares to satisfy option exercises.

The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures.

For the Company’s stock option plans, changes in options outstanding during the six months ended June 30, 2020 were as follows:

Weighted
Weighted Average Aggregate
Average Remaining Intrinsic
Number of Exercise Contractual Value
Options Price Term (In thousands)
Balance, January 1, 2020 71,420 $ 13.57
Exercised during 2020 (8,400 ) 13.84
Expired during 2020 — —
Forfeited during 2020 — —
Balance, June 30, 2020 63,020 $ 13.53 1.75 years $ 328
Vested and expected to vest 63,020 $ 13.53 1.75 years $ 328
Exercisable at June 30, 2020 63,020 $ 13.53 1.75 years $ 328

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 second quarter of 2020 and the exercise price, multiplied by the number of in-the-money options). The Company’s closing stock price on June 30, 2020 was $18.73.

There were no stock options granted during the three or six months ended June 30, 2020.

The Company has previously granted performance-based and service-based restricted stock awards/units. Service-based awards/units vest ratably over a three- or five-year period.  There were 46,956 service-based restricted stock units granted during the second quarter of 2020.

The performance-based awards are dependent upon the Company meeting certain performance criteria and, to the extent the performance criteria are met, will cliff vest at the end of the performance period which is generally three years.  There were no performance-based restricted stock units granted in the second quarter of 2020.

Changes in non-vested shares dependent on performance criteria for the six months ended June 30, 2020 were as follows:

Weighted
Average
Number of Grant Date
Shares Fair Value
Balance, January 1, 2020 90,768 $ 30.60
Granted during 2020 130,832 13.44
Balance, June 30, 2020 221,600 $ 20.47

Changes in service-based restricted stock awards/units for the six months ended June 30, 2020 were as follows:

Weighted
Average
Number of Grant Date
Shares Fair Value
Balance, January 1, 2020 432,728 $ 29.65
Granted during 2020 528,038 14.08
Vested during 2020 (160,884 ) 29.16
Forfeited during 2020 (8,349 ) 31.22
Balance, June 30, 2020 791,533 $ 19.35

As of June 30, 2020, there was $15.6 million of total unrecognized compensation cost related to service-based and performance-based units.  That cost is expected to be recognized over a weighted average period of 1.69 years. Stock compensation expense recorded for the second quarters of 2020 and 2019 totaled $1.7 million and $1.5 million, respectively.  Stock compensation expense recorded for the six months ended June 30, 2020 and 2019 totaled $3.3 million and $2.9 million, respectively.

Employee Stock Purchase Plan (“ESPP”): On April 22, 2014, the shareholders of the Company approved the 2014 ESPP.  In July 2019, the Board appointed ESPP “Committee” revised the ESPP. The ESPP provides for the granting of purchase rights of up to 150,000 shares of Peapack-Gladstone Financial Corporation common stock. In May 2020, shareholders approved an increase of 200,000 shares of Peapack-Gladstone Financial Corporation common stock to be issued under the 2014 ESPP.

Subject to certain eligibility requirements and restrictions, the ESPP provided for a single Offering Period of twelve months in duration, which commenced on May 16, 2019 and ended on May 15, 2020.

During the second quarter of 2020, the ESPP was revised to allow for the purchase of shares during four three-month Offering Periods. The first Offering Period under this revised plan commenced on May 16, 2020.  The next three future Offering Periods will commence on August 16, November 16 and February 16.

Each participant in the Offering Period is granted an option to purchase a number of shares and may contribute between one percent and 15 percent 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 percent of the closing market price of a share of common stock on the purchase date. Participation in the ESPP is entirely voluntary and employees can cancel their purchases at any time during the period without penalty. The fair value of each share purchase right is determined using the Black-Scholes option pricing model.

The Company recorded $149,000 and $30,000 of expense in salaries and employee benefits expense for the three months ended June 30, 2020 and 2019, respectively related to the ESPP.  Total shares issued under the ESPP during the second quarters of 2020 and 2019 were 46,935 and 8,564, respectively.

The Company recorded $190,000 and $75,000 of expense in salaries and employee benefits expense for the six months ended June 30, 2020 and 2019, respectively related to the ESPP.  Total shares issued under the ESPP for the six months ended June 30, 2020 and 2019 were 46,935 and 18,740, respectively.

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 Six Months Ended
June 30, June 30,
(Dollars in thousands, except per share data) 2020 2019 2020 2019
Net income available to common shareholders $ 8,242 $ 11,550 $ 9,615 $ 22,975
Basic weighted-average shares outstanding 18,872,070 19,447,155 18,865,206 19,399,071
Plus: common stock equivalents 187,752 121,216 125,850 129,466
Diluted weighted-average shares outstanding 19,059,822 19,568,371 18,991,056 19,528,537
Net income per share
Basic $ 0.44 $ 0.59 $ 0.51 $ 1.18
Diluted 0.43 0.59 0.51 1.18

For the three months ended June 30, 2020 and 2019, stock options and restricted stock units totaling 297,320 and 128,634 were not included in the computation of diluted earnings per share because they were anti-dilutive.  For the six months ended June 30, 2020 and 2019, stock options and restricted stock units totaling 713,789 and 297,828 were not included in the computation of diluted earnings per share because they were anti-dilutive. Anti-dilutive shares are common stock equivalents with weighted average exercise prices in excess of the average market value for the periods 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 2016 or by New Jersey tax authorities for years prior to 2015.

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

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 reasonably estimated. Management does not believe there are any such matters that will have a material effect on the financial statements.

Restrictions on Cash: A large portion of cash on hand or on deposit with the Federal Reserve Bank (“FRB”) was required to meet regulatory reserve and clearing requirements. Prior to March 2020, reserves were in the form of cash and balances with the FRB and included in interest-earning deposits in our statement of condition. The FRB suspended cash reserve requirements effective March 26, 2020.

Comprehensive Income/(Loss): Comprehensive income/(loss) 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.

Risks and Uncertainties: The COVID-19 pandemic has had a devastating effect on businesses both locally and nationally. As a result, Congress passed the CARES Act to provide fast and direct economic assistance to American workers, families and businesses. The CARES Act contains substantial tax and spending provisions including direct financial aid to American families, extensive emergency funding for hospitals and medical providers, and economic stimulus to significant impacted industry sectors.

The Company expects COVID-19 to have a significant impact on our operations but cannot determine or estimate the impact at this time.  It is possible that estimates made in the Company’s consolidated financial statements could be materially and adversely impacted as a result of the conditions created by COVID-19, including estimates regarding expected provision for loan and lease losses and impairment of goodwill.

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 acquiree (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. As a result of the COVID-19 pandemic and the resulting effect on economic markets due to government shutdowns of businesses both locally and nationally, Management determined that the COVID-19 pandemic resulted in a triggering event and performed an interim evaluation to determine if a quantitative goodwill impairment test should be performed at June 30, 2020.  Goodwill was primarily attributable to the Bank’s recent wealth acquisitions.  Assets under management and/or administration (“AUM/AUA”) declined by 4 percent to $7.2 billion at June 30, 2020 from $7.5 billion at December 31, 2019.  The majority of the decline was attributable to market value decline in assets and not related to customer attrition.  The equity markets have almost fully recovered during the second quarter of 2020 which was also taken into consideration by Management. Based on our assessment, Management concluded that a quantitative goodwill impairment test was not required as of June 30, 2020.

Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill and assembled 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 basis over their estimated useful lives, which range from 5 to 15 years.  Management determined that there was no impairment of intangible assets related to the events created by the COVID-19 pandemic.

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 June 30, 2020 and December 31, 2019 follows:

June 30, 2020
Gross Gross
Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains Losses Value
U.S. treasuries $ 2,899 $ 3 $ — $ 2,902
U.S government-sponsored agencies 59,450 61 (12 ) 59,499
Mortgage-backed securities–residential 452,618 9,331 (403 ) 461,546
SBA pool securities 2,522 — (19 ) 2,503
State and political subdivisions 10,092 116 — 10,208
Corporate bond 3,000 84 — 3,084
Total $ 530,581 $ 9,595 $ (434 ) $ 539,742
December 31, 2019
--- --- --- --- --- --- --- --- --- ---
Gross Gross
Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains Losses Value
U.S. government-sponsored agencies $ 34,961 $ 37 $ (214 ) $ 34,784
Mortgage-backed securities–residential 337,489 2,365 (950 ) 338,904
SBA pool securities 2,799 — (15 ) 2,784
State and political subdivisions 11,175 41 (1 ) 11,215
Corporate bond 3,000 68 — 3,068
Total $ 389,424 $ 2,511 $ (1,180 ) $ 390,755

The following tables present the Company’s available for sale securities in a continuous unrealized loss position and the approximate fair value of these investments as of June 30, 2020 and December 31, 2019.

June 30, 2020
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 $ 34,462 $ (12 ) $ — $ — $ 34,462 $ (12 )
Mortgage-backed securities-residential 76,994 (309 ) 18,716 (94 ) 95,710 (403 )
SBA pool securities — — 2,503 (19 ) 2,503 (19 )
Total $ 111,456 $ (321 ) $ 21,219 $ (113 ) $ 132,675 $ (434 )
December 31, 2019
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
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 $ 19,758 $ (214 ) $ — $ — $ 19,758 $ (214 )
Mortgage-backed securities-residential 78,982 (382 ) 69,142 (568 ) 148,124 (950 )
SBA pool securities — — 2,784 (15 ) 2,784 (15 )
State and political subdivisions 783 (1 ) — — 783 (1 )
Total $ 99,523 $ (597 ) $ 71,926 $ (583 ) $ 171,449 $ (1,180 )

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 credit-worthiness of the issuers.  As of June 30, 2020, 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.

The Company has an investment in a CRA investment fund with a fair value of $15.2 million at June 30, 2020. The investment is classified as an equity security in our Consolidated Statements of Condition.  This security had a gain of $125,000 and $323,000 for the three and six months ended June 30, 2020, respectively.  This amount is included in securities gains/(losses), net on the Consolidated Statements of Income.

3.  LOANS AND LEASES

Loans outstanding, excluding those held for sale, by general ledger classification, as of June 30, 2020 and December 31, 2019, consisted of the following:

% of % of
June 30, Totals December 31, Total
(Dollars in thousands) 2020 Loans 2019 Loans
Residential mortgage $ 525,994 10.82 % $ 549,138 12.50 %
Multifamily mortgage 1,178,494 24.23 1,210,003 27.54
Commercial mortgage 761,910 15.67 761,244 17.32
Commercial loans (including equipment financing) (A) 2,285,382 47.00 1,756,477 39.97
Commercial construction 3,515 0.07 5,306 0.12
Home equity lines of credit 54,006 1.11 57,248 1.30
Consumer loans, including fixed rate home equity loans 53,111 1.09 54,372 1.24
Other loans 272 0.01 349 0.01
Total loans $ 4,862,684 100.00 % $ 4,394,137 100.00 %
(A) The June 30, 2020 balance includes PPP loans of $521.6 million
--- ---

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 June 30, 2020 and December 31, 2019:

% of % of
June 30, Totals December 31, Total
(Dollars in thousands) 2020 Loans 2019 Loans
Primary residential mortgage $ 537,442 11.04 % $ 578,306 13.17 %
Home equity lines of credit 54,005 1.11 57,248 1.30
Junior lien loan on residence 6,160 0.13 7,011 0.16
Multifamily property 1,178,494 24.20 1,210,003 27.56
Owner-occupied commercial real estate 257,555 5.29 249,419 5.68
Investment commercial real estate 1,090,791 22.40 1,095,182 24.95
Commercial and industrial (A) 1,426,401 29.30 867,295 19.76
Lease financing 254,655 5.23 258,401 5.89
Farmland/agricultural production 2,711 0.05 3,043 0.07
Commercial construction loans 3,711 0.08 5,520 0.13
Consumer and other loans 56,980 1.17 58,213 1.33
Total loans $ 4,868,905 100.00 % $ 4,389,641 100.00 %
Net deferred costs (6,221 ) 4,496
Total loans including net deferred costs $ 4,862,684 $ 4,394,137
(A) The June 30, 2020 balance includes PPP loans of $521.6 million
--- ---

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 June 30, 2020 and December 31, 2019:

June 30, 2020
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 $ 6,983 $ 55 $ 530,459 $ 3,019 $ 537,442 $ 3,074
Home equity lines of credit 18 16 53,987 228 54,005 244
Junior lien loan on residence — — 6,160 20 6,160 20
Multifamily property — — 1,178,494 9,662 1,178,494 9,662
Owner-occupied commercial real estate 362 — 257,193 3,177 257,555 3,177
Investment commercial real estate 22,134 4,000 1,068,657 25,866 1,090,791 29,866
Commercial and industrial (A) 4,211 250 1,422,190 15,968 1,426,401 16,218
Lease financing — — 254,655 3,349 254,655 3,349
Farmland/agricultural production — — 2,711 38 2,711 38
Commercial construction loans — — 3,711 49 3,711 49
Consumer and other loans — — 56,980 368 56,980 368
Total ALLL $ 33,708 $ 4,321 $ 4,835,197 $ 61,744 $ 4,868,905 $ 66,065
(A) The balance includes PPP loans of $521.6 million which have no reserve as these loans are guaranteed by the SBA.
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December 31, 2019
--- --- --- --- --- --- --- --- --- --- --- --- ---
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 $ 6,890 $ 215 $ 571,416 $ 1,875 $ 578,306 $ 2,090
Home equity lines of credit 3 — 57,245 128 57,248 128
Junior lien loan on residence 19 — 6,992 13 7,011 13
Multifamily property — — 1,210,003 6,037 1,210,003 6,037
Owner-occupied commercial real estate 379 — 249,040 2,064 249,419 2,064
Investment commercial real estate 22,605 1,000 1,072,577 14,988 1,095,182 15,988
Commercial and industrial 6,028 1,585 861,267 12,768 867,295 14,353
Lease financing — — 258,401 2,642 258,401 2,642
Farmland/agricultural production — — 3,043 38 3,043 38
Commercial construction loans — — 5,520 27 5,520 27
Consumer and other loans — — 58,213 296 58,213 296
Total ALLL $ 35,924 $ 2,800 $ 4,353,717 $ 40,876 $ 4,389,641 $ 43,676

Impaired loans include nonaccrual loans of $26.7 million at June 30, 2020 and $28.9 million at December 31, 2019. Impaired loans also include performing TDR loans of $2.4 million at both June 30, 2020 and December 31, 2019.  At June 30, 2020, the allowance allocated to TDR loans totaled $4.3 million, of which all but $55,000 was allocated to nonaccrual loans.  At December 31, 2019, the allowance allocated to TDR loans totaled $2.8 million, of which $2.7 million was allocated to nonaccrual loans.  All accruing TDR loans were paying in accordance with restructured terms as of June 30, 2020.  The Company has not committed to lend additional amounts as of June 30, 2020 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 June 30, 2020 and December 31, 2019 (The average impaired loans on the following tables represent year to date impaired loans.):

June 30, 2020
Unpaid Average
Principal Recorded Specific Impaired
(In thousands) Balance Investment Reserves Loans
With no related allowance recorded:
Primary residential mortgage $ 7,522 $ 6,324 $ — $ 5,992
Owner-occupied commercial real estate 439 362 — 366
Investment commercial real estate 9,612 7,687 — 8,038
Home equity lines of credit 5 2 — 2
Commercial and industrial 373 373 — 272
Total loans with no related allowance $ 17,951 $ 14,748 $ — $ 14,670
With related allowance recorded:
Primary residential mortgage $ 659 $ 659 $ 55 $ 558
Investment commercial real estate 15,064 14,447 4,000 14,450
Home equity lines of credit 16 16 16 3
Commercial and industrial 6,294 3,838 250 5,598
Total loans with related allowance $ 22,033 $ 18,960 $ 4,321 $ 20,609
Total loans individually evaluated for impairment $ 39,984 $ 33,708 $ 4,321 $ 35,279
December 31, 2019
--- --- --- --- --- --- --- --- ---
Unpaid Average
Principal Recorded Specific Impaired
(In thousands) Balance Investment Reserves Loans
With no related allowance recorded:
Primary residential mortgage $ 7,310 $ 6,071 $ — $ 7,186
Owner-occupied commercial real estate 450 379 — 1,099
Investment commercial real estate 9,663 8,138 — 14,115
Home equity lines of credit 5 3 — 77
Junior lien loan on residence 92 19 — 29
Total loans with no related allowance $ 17,520 $ 14,610 $ — $ 22,506
With related allowance recorded:
Primary residential mortgage $ 819 $ 819 $ 215 $ 1,011
Investment commercial real estate 15,064 14,467 1,000 4,832
Commercial and industrial 6,229 6,028 1,585 3,685
Total loans with related allowance $ 22,112 $ 21,314 $ 2,800 $ 9,528
Total loans individually evaluated for impairment $ 39,632 $ 35,924 $ 2,800 $ 32,034

Interest income recognized on impaired loans for the quarters ended June 30, 2020 and 2019 was not material.  The Company did not recognize any income on nonaccruing impaired loans for the three and six months ended June 30, 2020 and 2019.

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 June 30, 2020 and December 31, 2019:

June 30, 2020
Loans Past Due
Over 90 Days
And Still
(In thousands) Nonaccrual Accruing Interest
Primary residential mortgage $ 4,652 $ —
Home equity lines of credit 18 —
Owner-occupied commercial real estate 362 —
Investment commercial real estate 17,499 —
Commercial and industrial 4,166 —
Total $ 26,697 $ —
December 31, 2019
--- --- --- --- ---
Loans Past Due
Over 90 Days
And Still
(In thousands) Nonaccrual Accruing Interest
Primary residential mortgage $ 4,533 $ —
Home equity lines of credit 3 —
Junior lien loan on residence 19 —
Owner-occupied commercial real estate 379 —
Investment commercial real estate 17,919 —
Commercial and industrial 6,028 —
Total $ 28,881 $ —

The following tables present the aging of the recorded investment in past due loans as of June 30, 2020 and December 31, 2019 by class of loans, excluding nonaccrual loans:

June 30, 2020
30-59 60-89 Greater Than
Days Days 90 Days Total
(In thousands) Past Due Past Due Past Due Past Due
Primary residential mortgage $ 1,765 $ 228 $ — $ 1,993
Multifamily property 923 — — 923
Owner-occupied commercial real estate — 388 — 388
Commercial and industrial 44 281 — 325
Lease financing 156 — — 156
Total $ 2,888 $ 897 $ — $ 3,785
December 31, 2019
--- --- --- --- --- --- --- --- ---
30-59 60-89 Greater Than
Days Days 90 Days Total
(In thousands) Past Due Past Due Past Due Past Due
Primary residential mortgage $ 1,264 $ — $ — $ 1,264
Home equity lines of credit 80 — — 80
Consumer and other loans 566 — — 566
Total $ 1,910 $ — $ — $ 1,910

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, 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:

• A large sample of relationships or new lending to existing relationships greater than $1,000,000 booked since the prior review;
• All criticized and classified rated borrowers with relationship exposure of more than $500,000;
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• A large sample of Pass-rated (including Pass Watch) borrowers with total relationships in excess of $1,000,000 and a small sample of Pass related relationships less than $1,000,000;
--- ---
• All leveraged loans of $1,000,000 or greater;
--- ---
• At least two borrowing relationships managed by each commercial banker;
--- ---
• Any new Regulation “O” loan commitments over $1,000,000;
--- ---
• No borrower with commitments of less than $500,000;
--- ---
• 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.
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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.

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 June 30, 2020, 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 $ 529,722 $ 527 $ 7,193 $ —
Home equity lines of credit 53,987 — 18 —
Junior lien loan on residence 6,160 — — —
Multifamily property 1,177,802 — 692 —
Owner-occupied commercial real estate 254,772 459 2,324 —
Investment commercial real estate 1,049,878 — 40,913 —
Commercial and industrial 1,387,125 26,854 12,422 —
Lease financing 254,655 — — —
Farmland/agricultural production 2,711 — — —
Commercial construction loans 3,629 82 — —
Consumer and other loans 56,980 — — —
Total $ 4,777,421 $ 27,922 $ 63,562 $ —

As of December 31, 2019, 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 $ 570,353 $ 853 $ 7,100 $ —
Home equity lines of credit 57,245 — 3 —
Junior lien loan on residence 6,992 — 19 —
Multifamily property 1,209,288 — 715 —
Owner-occupied commercial real estate 247,388 — 2,031 —
Investment commercial real estate 1,053,445 6,325 35,412 —
Commercial and industrial 847,285 6,382 13,628 —
Lease financing 258,401 — — —
Farmland/agricultural production 3,043 — — —
Commercial construction loans 5,437 83 — —
Consumer and other loans 58,213 — — —
Total $ 4,317,090 $ 13,643 $ 58,908 $ —

At June 30, 2020, $33.7 million of substandard loans were also considered impaired, compared to December 31, 2019, when $35.9 million of substandard loans were also impaired.

The activity in the allowance for loan and lease losses for the three months ended June 30, 2020 is summarized below:

April 1, June 30,
2020 2020
Beginning Provision Ending
(In thousands) ALLL Charge-offs Recoveries (Credit) ALLL
Primary residential mortgage $ 3,173 $ — $ 36 $ (135 ) $ 3,074
Home equity lines of credit 237 — 2 5 244
Junior lien loan on residence 23 — — (3 ) 20
Multifamily property 9,104 — — 558 9,662
Owner-occupied commercial real estate 2,838 — — 339 3,177
Investment commercial real estate 27,671 (400 ) — 2,595 29,866
Commercial and industrial 17,124 (2,254 ) 2 1,346 16,218
Lease financing 3,141 — — 208 3,349
Farmland/agricultural production 38 — — — 38
Commercial construction loans 40 — — 9 49
Consumer and other loans 394 (5 ) 1 (22 ) 368
Total ALLL $ 63,783 $ (2,659 ) $ 41 $ 4,900 $ 66,065

The activity in the allowance for loan and lease losses for the three months ended June 30, 2019 is summarized below:

April 1, June 30,
2019 2019
Beginning Provision Ending
(In thousands) ALLL Charge-offs Recoveries (Credit) ALLL
Primary residential mortgage $ 3,477 $ (80 ) $ 9 $ (349 ) $ 3,057
Home equity lines of credit 152 — 3 — 155
Junior lien loan on residence 15 — — — 15
Multifamily property 5,768 — — (24 ) 5,744
Owner-occupied commercial real estate 2,534 — 64 (101 ) 2,497
Investment commercial real estate 14,410 — — 240 14,650
Commercial and industrial 10,185 — 5 1,273 11,463
Lease financing 1,803 — — 85 1,888
Farmland/agricultural production 2 — — — 2
Commercial construction loans 1 — — — 1
Consumer and other loans 306 (14 ) 1 26 319
Total ALLL $ 38,653 $ (94 ) $ 82 $ 1,150 $ 39,791

The activity in the allowance for loan and lease losses for the six months ended June 30, 2020 is summarized below:

January 1, June 30,
2020 2020
Beginning Provision Ending
(In thousands) ALLL Charge-offs Recoveries (Credit) ALLL
Primary residential mortgage $ 2,090 $ — $ 113 $ 871 $ 3,074
Home equity lines of credit 128 — 5 111 244
Junior lien loan on residence 13 — — 7 20
Multifamily property 6,037 — — 3,625 9,662
Owner-occupied commercial real estate 2,064 — — 1,113 3,177
Investment commercial real estate 15,988 (400 ) 31 14,247 29,866
Commercial and industrial 14,353 (2,254 ) 5 4,114 16,218
Lease financing 2,642 — — 707 3,349
Farmland/agricultural production 38 — — — 38
Commercial construction loans 27 — — 22 49
Consumer and other loans 296 (13 ) 2 83 368
Total ALLL $ 43,676 $ (2,667 ) $ 156 $ 24,900 $ 66,065

The activity in the allowance for loan and lease losses for the six months ended June 30, 2019 is summarized below:

January 1, June 30,
2019 2019
Beginning Provision Ending
(In thousands) ALLL Charge-offs Recoveries (Credit) ALLL
Primary residential mortgage $ 3,506 $ (80 ) $ 51 $ (420 ) $ 3,057
Home equity lines of credit 164 — 5 (14 ) 155
Junior lien loan on residence 15 — 11 (11 ) 15
Multifamily property 5,959 — — (215 ) 5,744
Owner-occupied commercial real estate 2,614 — 64 (181 ) 2,497
Investment commercial real estate 14,248 — — 402 14,650
Commercial and industrial 9,839 — 9 1,615 11,463
Lease financing 1,772 — — 116 1,888
Farmland/agricultural production 2 — — — 2
Commercial construction loans 1 — — — 1
Consumer and other loans 384 (25 ) 2 (42 ) 319
Total ALLL $ 38,504 $ (105 ) $ 142 $ 1,250 $ 39,791

Loan Modifications:

The CARES Act allows financial institutions to suspend application of certain current TDR accounting guidance under ASC 310-40 for loan modifications related to the COVID-19 pandemic made between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the end of the COVID-19 national emergency, provided certain criteria are met. This relief can be applied to loan modifications for borrowers that were not more than 30 days past due as of December 31, 2019 and to loan modifications that defer or delay the payment of principal or interest or change the interest rate on the loan. In April 2020, federal and state banking regulators issued the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus to provide further interpretation of when a borrower is experiencing financial difficulty, specifically indicating that if the modification is either short-term (e.g., six months) or mandated by a federal or state government in response to the COVID-19 pandemic, the borrower is not experiencing financial difficulty under ASC 310-40.

As of June 30, 2020, the Bank has modified 504 loans with a balance of $913.7 million resulting in the deferral of principal and/or interest for periods ranging from 90 to 180 days.  Included in the table below are 25 loans totaling $271.0 million of loan level swaps.  All of these loans were performing in accordance with their terms prior to modification, are currently performing, and are in conformance with the CARES Act.  Details with respect to loan modifications are as follows:

Post-Modification
Outstanding
Number of Recorded
(Dollars in thousands) Loans Investment
Primary residential mortgage 229 $ 92,335
Home equity lines of credit 21 5,380
Junior lien loan on residence 7 481
Multifamily property 72 270,598
Owner-occupied commercial real estate 44 51,610
Investment commercial real estate 76 411,008
Commercial and industrial 42 31,305
Lease financing 9 47,782
Farmland/agricultural production 1 133
Commercial construction loans 3 3,073
Total 504 $ 913,705

The future performance of these loans, specifically beyond the term of the deferral, is uncertain.  To recognize a credit allowance commensurate with the existing risk, the Company assigned qualitative factors for each of the above portfolio classes for allowance purposes.

Troubled Debt Restructurings:

The Company has allocated $4.3 million and $2.8 million of specific reserves on TDRs to customers whose loan terms have been modified in TDRs as of June 30, 2020 and December 31, 2019, respectively.  There were no unfunded commitments to lend additional amounts to customers with outstanding loans that are classified as TDRs.

The following table presents loans by class modified as TDRs during the three-month period ended June 30, 2020:

Pre-Modification Post-Modification
Outstanding Outstanding
Number of Recorded Recorded
(Dollars in thousands) Loans Investment Investment
Primary residential mortgage 1 $ 139 $ 139
Total 1 $ 139 $ 139

The following table presents loans by class modified as TDRs during the six-month period ended June 30, 2020:

Pre-Modification Post-Modification
Outstanding Outstanding
Number of Recorded Recorded
(Dollars in thousands) Loans Investment Investment
Primary residential mortgage 2 $ 391 $ 391
Commercial and inudstrial 1 45 45
Total 3 $ 436 $ 436

There were no loans modified as TDRs during the three or six months ended June 30, 2019.

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 that failed to comply with the modified terms in the twelve months following modification and resulted in a payment default at June 30, 2020:

Number of Recorded
(Dollars in thousands) Loans Investment
Primary residential mortgage 1 $ 200
Commercial and industrial 1 45
Total 2 $ 245

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 six months ended June 30, 2019.

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 consecutive 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, over $250,000, totaled $229.2 million and $223.7 million at June 30, 2020 and December 31, 2019, respectively.  The above totals exclude brokered certificates of deposit.

The following table sets forth the details of total deposits as of June 30, 2020 and December 31, 2019:

June 30, December 31,
2020 2019
(Dollars in thousands)
Noninterest-bearing demand deposits $ 911,989 18.80 % $ 529,281 12.47 %
Interest-bearing checking^(1)^ 1,804,102 37.18 1,510,363 35.59
Savings 123,140 2.54 112,652 2.66
Money market 1,183,603 24.39 1,196,313 28.19
Certificates of deposit - retail 629,941 12.98 633,763 14.94
Certificates of deposit - listing service 35,327 0.73 47,430 1.12
Subtotal deposits 4,688,102 96.62 4,029,802 94.97
Interest-bearing demand - Brokered 130,000 2.68 180,000 4.24
Certificates of deposit - Brokered 33,736 0.70 33,709 0.79
Total deposits $ 4,851,838 100.00 % $ 4,243,511 100.00 %
(1) Interest-bearing checking includes $671.8 million at June 30, 2020 and $423.8 million at December 31, 2019 of reciprocal balances in the Reich & Tang or Promontory Demand Deposit Marketplace program.
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The scheduled maturities of certificates of deposit, including brokered certificates of deposit, as of June 30, 2020 are as follows:

(In thousands)
2020 $ 300,605
2021 277,016
2022 55,384
2023 8,778
2024 28,426
Over 5 Years 28,795
Total $ 699,004

5.  FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

Advances from the FHLB totaled $105.0 million with a weighted average interest rate of 3.20 percent at both June 30, 2020 and December 31, 2019 respectively.

The advances  had fixed maturity dates and were secured by blanket pledges of certain 1-4 family residential mortgages totaling $354.4 million, multifamily mortgages totaling $761.7 million and securities totaling $158.4 million at June 30, 2020, while at December 31, 2019, the fixed rate advances were secured by blanket pledges of certain 1-4 family residential mortgages totaling $347.5 million, multifamily mortgages totaling $773.1 million and securities totaling $154.3 million.

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

(In thousands)
2021 $ 60,000
2022 20,000
2023 25,000
Total $ 105,000

Short-term borrowings consisted of a one-month FHLB advance totaling $15.0 million with a rate of 0.46 percent.  The one-month FHLB advance for $15.0 million is part of an interest rate swap designated as a cash flow hedge.  The cash flow hedge has a term of four years.  There were no overnight borrowings with the FHLB as of June 30, 2020 and December 31, 2019.  At June 30, 2020, unused short-term overnight borrowing commitments totaled $1.8 billion from the FHLB, $22.0 million from correspondent banks and $1.0 billion at the Federal Reserve Bank of New York.

The Company had $535.8 million in borrowings from the Federal Reserve’s PPPLF as of June 30, 2020.  The borrowings have a rate of 0.35 percent, primarily all of which have a 2-year maturity.  The Company utilized the PPPLF to fund PPP loan production during the second quarter of 2020.  The borrowings are fully pledged by PPP loans as of June 30, 2020.

6.  BUSINESS SEGMENTS

The Company assesses its results among two operating segments, Banking and Peapack Private. 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. The Banking segment’s effective tax rate for the three and six months ended June 30, 2020 was affected by a $3.34 million income tax benefit recorded during the first quarter of 2020. For additional information related to this income tax benefit refer to the Income Taxes section of Management’s Discussion and Analysis.

Banking

The Banking segment includes commercial (includes C&I and equipment finance), commercial real estate, multifamily, residential and consumer lending activities; treasury management services; C&I advisory services; escrow management; deposit generation; operation of ATMs; telephone and internet banking services; merchant credit card services and customer support and sales.

Peapack Private

Peapack Private includes PGB Trust & Investments of Delaware, Murphy Capital, Lassus Wherley and Point View, includes investment management services provided for individuals and institutions; personal trust services, including services as executor, trustee, administrator, custodian and guardian, and other financial planning, tax preparation and advisory services.

The following tables present the statements of income and total assets for the Company’s reportable segments for the three and six months ended June 30, 2020 and 2019.

Three Months Ended June 30, 2020
Wealth
Management
(In thousands) Banking Division Total
Net interest income $ 30,453 $ 1,518 $ 31,971
Noninterest income 2,356 10,270 12,626
Total income 32,809 11,788 44,597
Provision for loan and lease losses 4,900 — 4,900
Compensation and benefits 13,774 5,412 19,186
Premises and equipment expense 3,487 549 4,036
FDIC expense 455 — 455
Other noninterest expense 3,052 2,285 5,337
Total noninterest expense 25,668 8,246 33,914
Income before income tax expense 7,141 3,542 10,683
Income tax expense 1,257 1,184 2,441
Net income $ 5,884 $ 2,358 $ 8,242
Three Months Ended June 30, 2019
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Wealth
Management
(In thousands) Banking Division Total
Net interest income $ 27,934 $ 1,334 $ 29,268
Noninterest income 3,151 9,875 13,026
Total income 31,085 11,209 42,294
Provision for loan and lease losses 1,150 — 1,150
Compensation and employee benefits 12,685 4,858 17,543
Premises and equipment expense 3,046 554 3,600
FDIC insurance expense 277 — 277
Other operating expense 2,553 2,200 4,753
Total operating expense 19,711 7,612 27,323
Income before income tax expense 11,374 3,597 14,971
Income tax expense 2,581 840 3,421
Net income $ 8,793 $ 2,757 $ 11,550
Six Months Ended June 30, 2020
--- --- --- --- --- --- --- --- ---
Wealth
Management
(In thousands) Banking Division Total
Net interest income $ 60,862 $ 2,856 $ 63,718
Noninterest income 6,585 20,558 27,143
Total income 67,447 23,414 90,861
Provision for loan and lease losses 24,900 — 24,900
Compensation and employee benefits 26,981 11,431 38,412
Premises and equipment expense 6,908 1,171 8,079
FDIC insurance expense 705 — 705
Other operating expense 5,658 4,395 10,053
Total operating expense 65,152 16,997 82,149
Income before income tax (benefit)/expense 2,295 6,417 8,712
Income tax (benefit)/expense (2,636 ) 1,733 (903 )
Net income/(loss) $ 4,931 $ 4,684 $ 9,615
Total assets at period end $ 6,203,441 $ 77,774 $ 6,281,215
Six Months Ended June 30, 2019
--- --- --- --- --- --- ---
Wealth
Management
(In thousands) Banking Division Total
Net interest income $ 56,500 $ 2,775 $ 59,275
Noninterest income 5,430 19,325 24,755
Total income 61,930 22,100 84,030
Provision for loan and lease losses 1,250 — 1,250
Compensation and employee benefits 24,682 10,017 34,699
Premises and equipment expense 5,971 1,017 6,988
FDIC insurance expense 554 — 554
Other operating expense 5,311 4,336 9,647
Total operating expense 37,768 15,370 53,138
Income before income tax expense 24,162 6,730 30,892
Income tax expense 6,192 1,725 7,917
Net income $ 17,970 $ 5,005 $ 22,975
Total assets at period end $ 4,791,902 $ 79,332 $ 4,871,234

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 an 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.

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 estimated 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 June 30, 2020.

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 Significant
Markets For Other Significant
Identical Observable Unobservable
June 30, Assets Inputs Inputs
(In thousands) 2020 (Level 1) (Level 2) (Level 3)
Assets:
Available for sale:
U.S. treasuries $ 2,902 $ — $ 2,902 $ —
U.S. government-sponsored agencies 59,499 — 59,499 —
Mortgage-backed securities-residential 461,546 — 461,546 —
SBA pool securities 2,503 — 2,503 —
State and political subdivisions 10,208 — 10,208 —
Corporate bond 3,084 — 3,084 —
CRA investment fund 15,159 15,159 — —
Loans held for sale, at fair value 10,021 — 10,021 —
Derivatives:
Loan level swaps 99,163 — 99,163 —
Total $ 664,085 $ 15,159 $ 648,926 $ —
Liabilities:
Derivatives:
Cash flow hedges $ 12,435 $ — $ 12,435 $ —
Loan level swaps 99,163 — 99,163 —
Total $ 111,598 $ — $ 111,598 $ —

Assets Measured on a Recurring Basis

Fair Value Measurements Using
Quoted
Prices in
Active Significant
Markets For Other Significant
Identical Observable Unobservable
December 31, Assets Inputs Inputs
(In thousands) 2019 (Level 1) (Level 2) (Level 3)
Assets:
Securities available for sale:
U.S. government-sponsored agencies $ 34,784 $ — $ 34,784 $ —
Mortgage-backed securities-residential 338,904 — 338,904 —
SBA pool securities 2,784 — 2,784 —
State and political subdivisions 11,215 — 11,215 —
Corporate bond 3,068 — 3,068 —
CRA investment fund 10,836 10,836 — —
Loans held for sale, at fair value 2,881 — 2,881 —
Derivatives:
Cash flow hedges 121 — 121 —
Loan level swaps 32,381 — 32,381 —
Total $ 436,974 $ 10,836 $ 426,138 $ —
Liabilities:
Derivatives:
Cash flow hedges $ 3,788 $ — $ 3,788 $ —
Loan level swaps 32,381 — 32,381 —
Total $ 36,169 $ — $ 36,169 $ —

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 June 30, 2020 and December 31, 2019.

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

(In thousands) June 30, 2020 December 31, 2019
Residential loans contractual balance $ 9,857 $ 2,839
Fair value adjustment 164 42
Total fair value of residential loans held for sale $ 10,021 $ 2,881

There were no transfers between Level 1 and Level 2 during the three and six months ended June 30, 2020.

The following tables summarize, for the periods indicated, assets measured at fair value on a non-recurring basis:

Fair Value Measurements Using
Quoted
Prices in
Active Significant
Markets For Other Significant
Identical Observable Unobservable
June 30, Assets Inputs Inputs
(In thousands) 2020 (Level 1) (Level 2) (Level 3)
Assets:
Impaired loans:
Investment commercial real estate $ 10,447 $ — $ — $ 10,447
Fair Value Measurements Using
--- --- --- --- --- --- --- --- ---
Quoted
Prices in
Active Significant
Markets For Other Significant
Identical Observable Unobservable
December 31, Assets Inputs Inputs
(In thousands) 2019 (Level 1) (Level 2) (Level 3)
Assets:
Impaired loans:
Investment commercial real estate $ 13,467 $ — $ — $ 13,467

The carrying amounts and estimated fair values of financial instruments at June 30, 2020 are as follows:

Fair Value Measurements at June 30, 2020 using
Carrying
(In thousands) Amount Level 1 Level 2 Level 3 Total
Financial assets
Cash and cash equivalents $ 622,827 $ 622,827 $ — $ — $ 622,827
Securities available for sale 539,742 — 539,742 — 539,742
CRA investment fund 15,159 15,159 — — 15,159
FHLB and FRB stock 18,598 — — — N/A
Loans held for sale, at fair value 10,021 — 10,021 — 10,021
Loans held for sale, at lower of cost or fair value 27,228 — 28,233 — 28,233
Loans, net of allowance for loan and lease losses 4,796,619 — — 5,095,052 5,095,052
Accrued interest receivable 15,956 — 1,413 14,543 15,956
Loan level swaps 99,163 — 99,163 — 99,163
Financial liabilities
Deposits $ 4,851,838 $ 4,152,834 $ 710,114 $ — $ 4,862,948
Short-term borrowings 15,000 — 15,000 — 15,000
Federal home loan bank advances 105,000 — 110,377 — 110,377
Paycheck Protection Program Liquidity Facility 535,837 — 535,837 — 535,837
Subordinated debt 83,529 — — 84,249 84,249
Accrued interest payable 2,013 237 1,721 55 2,013
Cash flow hedges 12,435 — 12,435 — 12,435
Loan level swap 99,163 — 99,163 — 99,163

The carrying amounts and estimated fair values of financial instruments at December 31, 2019 are as follows:

Fair Value Measurements at December 31, 2019 using
Carrying
(In thousands) Amount Level 1 Level 2 Level 3 Total
Financial assets
Cash and cash equivalents $ 208,185 $ 208,185 $ — $ — $ 208,185
Securities available for sale 390,755 — 390,755 — 390,755
CRA investment fund 10,836 10,836 — — 10,836
FHLB and FRB stock 24,068 — — — N/A
Loans held for sale, at fair value 2,881 — 2,881 — 2,881
Loans held for sale, at lower of cost or fair value 14,667 — 15,126 — 15,126
Loans, net of allowance for loan and lease losses 4,350,461 — — 4,268,481 4,268,481
Accrued interest receivable 10,494 — 1,361 9,133 10,494
Cash flow Hedges 121 — 121 — 121
Loan level swaps 32,381 — 32,381 — 32,381
Financial liabilities
Deposits $ 4,243,511 $ 3,528,609 $ 718,818 $ — $ 4,247,427
Short-term borrowings 128,100 — 128,100 — 128,100
Federal Home Loan Bank advances 105,000 — 108,354 — 108,354
Subordinated debt 83,417 — — 86,536 86,536
Accrued interest payable 2,357 392 1,910 55 2,357
Cash flow hedges 3,788 — 3,788 — 3,788
Loan level swaps 32,381 — 32,381 — 32,381

8.  REVENUE FROM CONTRACTS WITH CUSTOMERS

All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within noninterest income.

The following tables present the sources of noninterest income for the periods indicated:

For the Three Months Ended June 30,
(In thousands) 2020 2019
Service charges on deposits
Overdraft fees $ 72 $ 164
Interchange income 270 322
Other 353 411
Wealth management fees (a) 9,996 9,568
Other (b) 1,935 2,561
Total noninterest other income $ 12,626 $ 13,026
For the Six Months Ended June 30,
--- --- --- --- ---
(In thousands) 2020 2019
Service charges on deposits
Overdraft fees $ 219 $ 324
Interchange income 550 586
Other 742 803
Wealth management fees (a) 19,951 18,742
Other (b) 5,681 4,300
Total noninterest other income $ 27,143 $ 24,755
(a) Includes investment brokerage fees.
--- ---
(b) All of the other category is outside the scope of ASC 606.
--- ---

The following table presents the sources of noninterest income by operating segment for the periods indicated:

For the Three Months Ended<br><br><br>June 30, For the Three Months Ended<br><br><br>June 30,
2020 2019
(In thousands) Wealth Wealth
Revenue by Operating Segment Banking Management Total Banking Management Total
Service charges on deposits
Overdraft fees $ 72 $ — $ 72 $ 164 $ — $ 164
Interchange income 270 — 270 322 — 322
Other 353 — 353 411 — 411
Wealth management fees (a) — 9,996 9,996 — 9,568 9,568
Other (b) 1,661 274 1,935 2,254 307 2,561
Total noninterest income $ 2,356 $ 10,270 $ 12,626 $ 3,151 $ 9,875 $ 13,026
For the Six Months Ended<br><br><br>June 30, For the Six Months Ended<br><br><br>June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
(In thousands) 2020 2019
Revenue by Operating Wealth Wealth
Segment Banking Management Total Banking Management Total
Service charges on deposits
Overdraft fees $ 219 $ — $ 219 $ 324 $ — $ 324
Interchange income 550 — 550 586 — 586
Other 742 — 742 803 — 803
Wealth management fees (a) — 19,951 19,951 — 18,742 18,742
Other (b) 5,074 607 5,681 3,717 583 4,300
Total noninterest income $ 6,585 $ 20,558 $ 27,143 $ 5,430 $ 19,325 $ 24,755
(a) Includes investment brokerage fees.
--- ---
(b) All of the other category is outside the scope of ASC 606.
--- ---

A description of the Company’s revenue streams accounted for under ASC 606 follows:

Service charges on deposit accounts:  The Company earns fees from its deposits customers for transaction-based, account maintenance, and overdraft fees.  Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request.  Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation.  Overdraft fees are recognized at the point in time that the overdraft occurs.  Service charges on deposits are withdrawn from the customer’s account balance.

Interchange income:  The Company earns interchange fees from debit cardholder transactions conducted through the Visa payment network.  Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.  Interchange income is presented gross of cardholder rewards.  Cardholder rewards are included in other expenses in the statement of income.  Cardholder rewards reduced interchange income for the second quarter of 2020 by $23,000 compared to $36,000 for same quarter of 2019. Cardholder rewards reduced interchange income by $55,000 and $68,000 for the six months ended June 30, 2020 and 2019, respectively.

Wealth management fees (gross):  The Company earns wealth management fees from its contracts with wealth management clients to manage assets for investment, and/or to transact on their accounts.  These fees are primarily earned over time as the Company charges its clients on a monthly or quarterly basis in accordance with its investment advisory agreements.  Fees are generally assessed based on a tiered scale of the market value of AUM at month end.  Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed (i.e. trade date).

Investment brokerage fees (net):  The Company earns fees from investment brokerage services provided to its customers by a third-party service provider.  The Company receives commissions from the third-party service provider twice a month based upon customer activity for the month.  The fees are recognized monthly and a receivable is recorded until commissions are generally paid by the 15^th^ of the following month.  Because the Company (i) acts as an agent in arranging the relationship between the

customer and the third-party service provider and (ii) does not control the services rendered to the customers, investment brokerage fees are presented net of related costs.

Gains/(losses) on sales of OREO:  The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed.  When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform its obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.  In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain/(loss) on sale if a significant financing component is present.

Other:  All of the other income items are outside the scope of ASC 606.

9.  OTHER OPERATING EXPENSES

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

Three Months Ended Six Months Ended
June 30, June 30,
(In thousands) 2020 2019 2020 2019
Professional and legal fees $ 1,042 $ 968 $ 2,016 $ 2,092
Telephone 395 377 719 657
Advertising 728 409 1,068 768
Amortization of intangible assets 321 229 645 458
Branch restructure 278 — 278 —
Other operating expenses 2,573 2,770 5,327 5,672
Total other operating expenses $ 5,337 $ 4,753 $ 10,053 $ 9,647

10.  ACCUMULATED OTHER COMPREHENSIVE (LOSS)/INCOME

The following is a summary of the accumulated other comprehensive income/(loss) balances, net of tax, for the three months ended June 30, 2020 and 2019:

Amount Other
Reclassified Comprehensive
Other From Income/(Loss)
Comprehensive Accumulated Three Months
Balance at Income/(Loss) Other Ended Balance at
April 1, Before Comprehensive June 30, June 30,
(In thousands) 2020 Reclassifications Income/(Loss) 2020 2020
Net unrealized holding gain/(loss) on<br><br><br>securities available for sale, net of tax $ 5,393 $ 1,542 — $ 1,542 $ 6,935
Gain/(loss) on cash flow hedges (9,052 ) 128 (7 ) 121 (8,931 )
Accumulated other comprehensive loss,<br><br><br>net of tax $ (3,659 ) $ 1,670 $ (7 ) $ 1,663 $ (1,996 )
Amount Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Reclassified Comprehensive
Other From Income/(Loss)
Comprehensive Accumulated Three Months
Balance at Income/(Loss) Other Ended Balance at
April 1, Before Comprehensive June 30, June 30,
(In thousands) 2019 Reclassifications Income/(Loss) 2019 2019
Net unrealized holding gain/(loss) on<br><br><br>securities available for sale, net of tax $ (1,278 ) $ 2,176 $ — $ 2,176 $ 898
Gain/(loss) on cash flow hedges (451 ) (2,029 ) (22 ) (2,051 ) (2,502 )
Accumulated other comprehensive<br><br><br>loss, net of tax $ (1,729 ) $ 147 $ (22 ) $ 125 $ (1,604 )

The following represents the reclassifications out of accumulated other comprehensive income for the three months ended June 30, 2020 and 2019:

Three Months Ended
June 30,
(In thousands) 2020 2019 Affected Line Item in Income Statement
Unrealized gains on cash flow hedge<br><br><br>derivatives:
Reclassification adjustment for amounts<br><br><br>included in net income $ (9 ) $ (31 ) Interest expense
Income tax expense 2 9 Income tax expense
Total reclassifications, net of tax $ (7 ) $ (22 )

The following is a summary of the accumulated other comprehensive income/(loss) balances, net of tax, for the six months ended June 30, 2020 and 2019:

Amount Other
Reclassified Comprehensive
Other From Income/(Loss)
Comprehensive Accumulated Six Months
Balance at Income/(Loss) Other Ended Balance at
January 1, Before Comprehensive June 30, June 30,
(In thousands) 2020 Reclassifications Income/(Loss) 2020 2020
Net unrealized holding gain/(loss) on<br><br><br>securities available for sale, net of tax $ 1,006 $ 5,929 $ — $ 5,929 $ 6,935
Gain/(loss) on cash flow hedges (2,501 ) (6,371 ) (59 ) (6,430 ) (8,931 )
Accumulated other comprehensive<br><br><br>loss, net of tax $ (1,495 ) $ (442 ) $ (59 ) $ (501 ) $ (1,996 )
Amount Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Reclassified Comprehensive
Other From Income/(Loss)
Comprehensive Accumulated Six Months
Balance at Income/(Loss) Other Ended Balance at
January 1, Before Comprehensive June 30, June 30,
(In thousands) 2019 Reclassifications Income/(Loss) 2019 2019
Net unrealized holding gain/(loss) on<br><br><br>securities available for sale, net of tax $ (3,006 ) $ 3,904 $ — $ 3,904 $ 898
Gain/(loss) on cash flow hedges 661 (3,120 ) (43 ) (3,163 ) (2,502 )
Accumulated other comprehensive<br><br><br>loss, net of tax $ (2,345 ) $ 784 $ (43 ) $ 741 $ (1,604 )

The following represents the reclassifications out of accumulated other comprehensive income for the six months ended June 30, 2020 and 2019:

Six Months Ended
June 30,
(In thousands) 2020 2019 Affected Line Item in Income
Unrealized gains on cash flow hedge<br><br><br>derivatives:
Reclassification adjustment for amounts<br><br><br>included in net income $ (80 ) $ (62 ) Interest expense
Income tax expense 21 19 Income tax expense
Total reclassifications, net of tax $ (59 ) $ (43 )

11.  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 $270.0 million and $245.0 million as of June 30, 2020 and December 31, 2019, respectively, were designated as cash flow hedges of certain interest-bearing deposits and FHLB advances. On a quarterly basis, the Company performs a qualitative hedge effectiveness assessment. This assessment takes into consideration any adverse developments related to the counterparty’s risk of default and any negative events or circumstances that affect the factors that originally enabled the Company to assess that it could reasonably support, qualitatively, an expectation that the hedging relationship was and will continue to be highly effective. As of June 30, 2020, there were no events or market conditions that would result in hedge ineffectiveness. 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.

The following table presents information about the interest rate swaps designated as cash flow hedges as of June 30, 2020 and December 31, 2019:

, June 30,<br><br><br>2020 December 31,<br><br><br>2019
Notional amount $ 270,000 $ 245,000
Weighted average pay rate 1.93 % 2.05 %
Weighted average receive rate 0.28 % 1.83 %
Weighted average maturity 2.53 years 2.45 years
Unrealized gain, net $ (12,435 ) $ (3,667 )
Number of contracts 13 12

Net interest expense recorded on these swap transactions totaled $1.1 million and $1.3 million for the three and six months ended June 30, 2020, respectively.   Net interest income recorded on these swap transactions totaled $290,000 and $625,000 for the three and six months ended June 30, 2019, respectively.

Cash Flow Hedges

The following table presents the net gain/(loss) recorded in accumulated other comprehensive income/(loss) and the consolidated financial statements relating to the cash flow derivative instruments for the three and six months ended June 30, 2020 and 2019:

For the Three Months Ended<br><br><br>June 30, For the Six Months Ended June 30,
(In thousands) 2020 2019 2020 2019
Interest rate contracts
Gain/(loss) recognized in OCI (effective portion) $ 121 $ (2,051 ) $ (6,430 ) $ (3,163 )
Gain/(loss) reclassified from OCI to interest expense (7 ) 22 (59 ) 43
Gain/(loss) recognized in other non-interest expense (ineffective portion) — — — —

During the first quarter of 2020, the Company recognized an unrealized after-tax gain of $26,000 in accumulated other comprehensive income/(loss) related to the termination of three interest rate swaps designated as cash flow hedges.  During the second quarter of 2019, the Company recognized an unrealized after-tax gain of $189,000 in accumulated other comprehensive income/(loss) related to the termination of four interest rate swaps designated as cash flow hedges.  These gains are being amortized into earnings over the remaining life of the terminated swaps.  The Company recognized pre-tax interest income of $9,000 and $80,000 for the three and six months ended June 30, 2020, respectively, and $31,000 and $62,000 for the three and six months ended June 30, 2019, respectively, related to the amortization of the gain on the terminated interest rate swaps designated as cash flow hedges.

June 30, 2020
Notional Fair
(In thousands) Amount Value
Interest rate swaps related to interest-bearing deposits and FHLB advances $ 270,000 $ (12,435 )
Total included in other assets — —
Total included in other liabilities 270,000 (12,435 )
December 31, 2019
--- --- --- --- --- ---
Notional Fair
(In thousands) Amount Value
Interest rate swaps related to interest-bearing deposits $ 245,000 $ (3,667 )
Total included in other assets 70,000 121
Total included in other liabilities 175,000 (3,788 )

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.

Information about these swaps is as follows:

(Dollars in thousands) June 30,<br><br><br>2020 December 31,<br><br><br>2019
Notional amount $ 868,666 $ 793,875
Fair value $ 99,163 $ 32,381
Weighted average pay rates 4.02 % 4.12 %
Weighted average receive rates 1.95 % 3.54 %
Weighted average maturity 6.9 years 7.3 years
Number of contracts 99 91

12.  SUBORDINATED DEBT

During June 2016, the Company issued $50.0 million in aggregate principal amount of fixed-to-floating subordinated notes (the “2016 Notes”) to certain institutional investors. The 2016 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.

Approximately $40.0 million of the net proceeds from the sale of the 2016 Notes were contributed by the Company to the Bank in the second quarter of 2016.  The remaining funds (approximately $10 million) were retained by the Company for operational purposes.

During December 2017, the Company issued $35.0 million in aggregate principal amount of fixed-to-floating subordinated notes (the “2017 Notes”) to certain institutional investors.  The 2017 Notes are non-callable for five years, have a stated maturity of December 15, 2027, and bear interest at a fixed rate of 4.75% per year until December 15, 2022.  From December 16, 2022 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 254 basis points, payable quarterly in arrears.  Debt issuance costs incurred totaled $875 thousand and are being amortized to maturity.

Approximately $29.1 million of the net proceeds from the sale of the 2017 Notes were contributed by the Company to the Bank in the fourth quarter of 2017.  The remaining funds of approximately $5 million, representing three years of interest payments, were retained by the Company for operational purposes.

Subordinated debt is presented net of issuance costs on the Consolidated Statements of Condition.  The subordinated debt issuances are included in the Company’s regulatory total capital amount and ratio.

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

  1. LEASES

On January 1, 2019, the Company adopted FASB issued ASU No. 2016-02, “Leases” (Topic 842), which establishes a right of use model that requires a lessee to record a ROU asset and a lease liability for all leases with terms longer than 12 months. The Company adopted the new lease guidance using the modified retrospective approach and elected the transition option issued under ASU 2018-11, Leases (Topic 842) Targeted Improvements, which allows entities to continue to apply the legacy guidance in ASC 840, Leases, to prior periods, including disclosure requirements. Accordingly, prior period financial results and disclosures have not been adjusted.

The Company maintains certain property and equipment under direct financing and operating leases. Upon adoption of the new lease guidance, on January 1, 2019, the Company recorded a ROU asset and corresponding lease liability of $7.9 million and $8.2 million, respectively, on the consolidated statement of condition. As of June 30, 2020, the Company's operating lease ROU asset and operating lease liability totaled $10.8 million and $11.1 million, respectively. As of December 31, 2019, the Company's operating lease ROU asset and operating lease liability totaled $12.1 million and $12.4 million, respectively.  A weighted average discount rate of 3.09% and 3.05% was used in the measurement of the ROU asset and lease liability as of June 30, 2020 and December 31, 2019, respectively.

The Company's leases have remaining lease terms between six months to 17 years, with a weighted average lease term of 6.11 years at June 30, 2020. The Company's leases had remaining lease terms between five months to 17 years, with a weighted average lease term of 6.33 years, at December 31, 2019. The Company’s lease agreements may include options to extend or

terminate the lease. The Company’s decision to exercise renewal options is based on an assessment of its current business needs and market factors at the time of the renewal.

Total operating lease costs were $812,000 and $757,000 for the three months ended June 30, 2020 and 2019, respectively.  The variable lease costs were $87,000 and $82,000 for the three months ended June 30, 2020 and 2019, respectively.

Total operating lease costs were $1.6 million and $1.4 million for the six months ended June 30, 2020 and 2019, respectively. The variable lease costs were $176,000 and $155,000 for the six months ended June 30, 2020 and 2019, respectively.

The following is a schedule of the Company's operating lease liabilities by contractual maturity as of June 30, 2020:

(In thousands)
2020 $ 3,009
2021 2,280
2022 1,955
2023 1,468
2024 1,280
Thereafter 2,322
Total lease payments 12,314
Less: imputed interest 1,198
Total present value of lease payments $ 11,116

The following table shows the supplemental cash flow information related to the Company’s direct finance and operating leases for the six months ended June 30, 2020 and 2019:

For the Six Months Ended
(In thousands) 2020 2019
Right-of-use asset obtained in exchange for lease obligation $ 157 $ 7,862
Operating cash flows from operating leases 1,446 1,140
Operating cash flows from direct finance leases 177 196
Financing cash flows from direct finance leases 374 374
  1. ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued Accounting Standards Update (“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.

In July 2018, the FASB issued ASU 2018-11 “Leases (Topic 842) Targeted Improvements” which allows entities adopting ASU No. 2016-02 to choose an additional transition method, under which an entity to initially applies the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The amendment in this update becomes effective for annual periods and interim periods within those annual periods beginning after December 15, 2018. The Company has elected the transition method permitted by ASU No. 2018-11 under which an entity shall recognize and measure leases that exist at the application date and prior comparative periods are not adjusted.  Upon adoption of the new lease guidance on January 1, 2019, the Company recorded a lease liability of approximately $8.2 million, a right-of-use-asset of approximately $7.9 million and a cumulative effect adjustment to retained earnings of $661,000.

In June 2016, the FASB issued ASU 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 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.  Due to the uncertainty created by the current environment under a provision provided by the CARES Act, the Company elected to delay the adoption of FASB’s new rule covering the CECL standard until the earlier of the termination date of the national emergency declared by President Trump under the National Emergencies Act on March 13, 2020, related to the outbreak of COVID-19, or December 31, 2020. Once the delay provision has been terminated, adoption will be retroactive to January 1, 2020. The largest impact will be on the allowance for loan and lease losses (ALLL).  The impact to the Company’s ALLL has not yet been calculated. 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 a material impact on its financial statements as it relates to the Company’s securities portfolio.  The Company has formed a CECL committee comprised of finance, accounting, and credit members. The Company has evaluated and selected a third-party firm to assist in the development of a CECL program, selected portfolio segmentations, loss methodologies and the probability of default/loss given default model to assist in the calculation of the ALLL in preparation for the change to the expected loss model. The Company continues to work towards implementing the accounting, reporting and governance processes required under the new standard and expect to complete the model implementation and validation. The Company expects to recognize a one-time cumulative-effect adjustment to our ALLL through retained earnings as of the January 1, 2020. 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 consolidated financial condition or results of operations.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This ASU removes the following exceptions: exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or a gain from other items; exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is assessing ASU 2019-12 and its impact on its financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. The amendments in this Update provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The amendments in this ASU can be adopted immediately and are effective through December 31, 2020.  The Company is evaluating alternative reference rates including the Secured Overnight Financing Rate (SOFR) in preparation for a rate index replacement and the adoption of this ASU.

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 confidence and strategies and Management’s expectations about new and existing programs and products, investments, relationships, opportunities and market conditions. These statements may be identified by such forward-looking terminology as “expect”, “look”, “believe”, “anticipate”, “may”, or similar statements or variations of such terms. Actual results may differ materially from such forward-looking statements. Factors that may cause 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, 2019, in addition to/which include the following:

• our 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 2020 and beyond;
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• our inability to successfully integrate wealth management firm acquisitions;
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• our inability to manage our growth;
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• our inability to successfully integrate our expanded employee base;
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• an unexpected decline in the economy, in particular in our New Jersey and New York market areas;
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• declines in our net interest margin caused by the interest rate environment and/or our highly competitive market;
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• declines in value in our investment portfolio;
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• impact on our business from a pandemic event on our business, operations, customers, allowance for loan losses and capital levels;
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• higher than expected increases in our allowance for loan and lease losses;
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• higher than expected increases in loan and lease losses or in the level of nonperforming loans;
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• changes in interest rates;
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• decline in real estate values within our market areas;
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• legislative and regulatory actions (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Basel III and related regulations) that may result in increased compliance costs;
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• successful cyberattacks against our IT infrastructure and that of our IT and third party providers;
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• higher than expected FDIC insurance premiums;
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• adverse weather conditions;
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• our inability to successfully generate new business in new geographic markets;
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• our inability to execute upon new business initiatives;
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• our lack of liquidity to fund our various cash obligations;
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• reduction in our lower-cost funding sources;
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• our inability to adapt to technological changes;
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• claims and litigation pertaining to fiduciary responsibility, environmental laws and other matters;
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• our inability to retain key employees;
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• demands for loans and deposits in our market areas;
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• adverse changes in securities markets;
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• changes in accounting policies and practices; and
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• other unexpected material adverse changes in our operations or earnings.
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Further, given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

• demand for our products and services may decline, making it difficult to grow assets and income;
• if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;
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• collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
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• our allowance for loan losses may have to be increased if borrowers experience financial difficulties, which will adversely affect our net income;
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• the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;
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• as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;
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• a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend;
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• our wealth management revenues may decline with continuing market turmoil;
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• a worsening of business and economic conditions or in the financial markets could result in an impairment of certain intangible assets, such as goodwill;
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• the unanticipated loss or unavailability of key employees due to the outbreak, which could harm our ability to operate our business or execute our business strategy, especially as we may not be successful in finding and integrating suitable successors;
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• we may face litigation, regulatory enforcement and reputation risk as a result of our participation in the PPP and the risk that the SBA may not fund some or all PPP loan guaranties;
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• our cyber security risks are increased as the result of an increase in the number of employees working remotely; and
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• FDIC premiums may increase if the agency experience additional resolution costs.
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Moreover, our operations depend on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the pandemic could hinder our ability to operate our business or execute our business strategy.

Except as may be required by applicable law or regulation, the Company undertakes no duty to update any forward-looking statements to conform the statement to actual results or change in the Company’s expectations.  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.

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, 2019 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 debt securities in accordance with “Accounting Standards Codification (“ASC”) 320, “Investments  - Debt Securities” and its equity security in accordance with ASC 321, “Investments – Equity 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/(loss), net of tax, with the exception of the Company’s investment in a CRA investment fund which is

classified as an equity security.  In accordance with ASU 2016-01, “Financial Instruments” unrealized holding gains and losses are marked to market through the income statement.

EXECUTIVE SUMMARY: The following table presents certain key aspects of our performance for the three months ended June 30, 2020 and 2019.

For the Three Months Ended June 30, Change
(Dollars in thousands, except per share data) 2020 2019 2020 vs 2019
Results of Operations:
Net interest income $ 31,971 $ 29,268 $ 2,703
Provision for loan and lease losses (1) 4,900 1,150 3,750
Net interest income after provision for loan and lease losses 27,071 28,118 (1,047 )
Wealth management fee income (2) 9,996 9,568 428
Other income 2,630 3,458 (828 )
Operating expense 29,014 26,173 2,841
Income before income tax expense 10,683 14,971 (4,288 )
Income tax expense 2,441 3,421 (980 )
Net income $ 8,242 $ 11,550 $ (3,308 )
Total revenue (Net interest income plus wealth<br><br><br>management fee income and other income) $ 44,597 $ 42,294 $ 2,303
Diluted average shares outstanding 19,059,822 19,568,371 (508,549 )
Diluted earnings per share $ 0.43 $ 0.59 $ (0.16 )
Return on average assets annualized (ROAA) 0.56 % 0.99 % (0.43 )%
Return on average equity annualized (ROAE) 6.56 9.49 (2.93 )
1. The June 2020 quarter included a provision for loan and lease losses of $4.9 million.  The increase in the provision for loan and lease losses was primarily due to the current environment created by the COVID-19 pandemic.
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2. The June 2020 quarter included a full quarter of wealth management fee income and expense related to Point View, which was acquired effective September 1, 2019.
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The following table presents certain key aspects of our performance for the six months ended June 30, 2020 and 2019.

For the Six Months Ended<br><br><br>June 30, Change
(Dollars in thousands, except per share data) 2020 2019 2020 vs 2019
Results of Operations:
Net interest income $ 63,718 $ 59,275 $ 4,443
Provision for loan and lease losses (1) 24,900 1,250 23,650
Net interest income after provision for loan and lease losses 38,818 58,025 (19,207 )
Wealth management fee income (2) 19,951 18,742 1,209
Other income 7,192 6,013 1,179
Operating expense 57,249 51,888 5,361
Income before income tax expense 8,712 30,892 (22,180 )
Income tax (benefit)/expense (3) (903 ) 7,917 (8,820 )
Net income $ 9,615 $ 22,975 $ (13,360 )
Total revenue (Net interest income plus wealth<br><br><br>management fee income and other income) $ 90,861 $ 84,030 $ 6,831
Diluted average shares outstanding 18,991,056 19,528,537 (537,481 )
Diluted earnings per share $ 0.51 $ 1.18 $ (0.67 )
Return on average assets annualized (ROAA) 0.35 % 0.99 % (0.64 )%
Return on average equity annualized (ROAE) 3.80 9.57 (5.77 )
June 30, December 31, Change
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2020 2019 2020 vs 2019
Selected Balance Sheet Ratios:
Total capital (Tier I + II) to risk-weighted assets 14.62 % 14.20 % 0.42 %
Tier I leverage ratio 8.57 9.33 (0.76 )
Loans to deposits 100.22 103.55 (3.33 )
Allowance for loan and lease losses to total loans 1.36 0.99 0.37
Allowance for loan and lease losses to nonperforming loans 247.46 151.23 96.23
Nonperforming loans to total loans 0.55 0.66 (0.11 )
(1) The six months ended June 30, 2020 included a provision for loan and lease losses of $24.9 million.  The increase in the provision for loan and lease losses was primarily due to the current environment created by the COVID-19 pandemic.
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(2) The six months ended June 30, 2020 included wealth management fee income and expense related to Point View, which was acquired effective September 1, 2019.
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(3) The 2020 year included a $3.2 million tax benefit related to the carryback of tax NOLs to prior years when the Federal tax rate was 14% higher.
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For the quarter ended June 30, 2020, the Company recorded revenue of $44.60 million, pretax income of $10.68 million, net income of $8.24 million and diluted earnings per share of $0.43, compared to revenue of $42.29 million, pretax income of $14.97 million, net income of $11.55 million and diluted earnings per share of $0.59 for the same three month period last year. The 2020 quarter included increased net interest income, which was offset by an increased provision for loan and lease losses and increased operating expenses (due in part to the wealth management firm acquired September 2019.) The increased provision for loan losses was due to increased qualitative factors associated with the increased unemployment rate and the level of loan payment deferral requests created by the COVID-19 pandemic.  In comparing the second quarter of 2020 to the second quarter of 2019, revenue increased by 5%.  Net interest income benefitted from an increase in our average interest-earning assets partially offset by a decline in our net interest margin for the quarter ended June 30, 2020. Revenue was also positively affected by an increase in wealth management fee income due to growth in AUM/AUA from existing clients and the acquisition of Point View in September 2019, offset by the decrease in market value of the AUM/AUA over the first quarter of 2020.  Capital markets activity (which includes loan level back-to-back swap activities, the SBA lending and sale program and mortgage banking activities) resulted in $1.01 million of revenue for the second quarter of 2020 which decreased $416,000 from $1.43 million for the same period in 2019.  Income from these programs are not linear each quarter, as some quarters will be higher than others.  The

COVID-19 pandemic along with a declining interest rate environment impacted the Company’s capital markets activity and revenue during the second quarter of 2020.

The Company recorded revenue of $90.86 million, pretax income of $8.71 million, net income of $9.62 million and diluted earnings per share of $0.51 for the six months ended June 30, 2020 compared to revenue of $84.03 million, pretax income of $30.89 million, net income of $22.98 million and diluted earnings per share of $1.18 for the same 2019 period. The 2020 year included increased net interest income and noninterest income offset by increased operating expenses (due in part to the wealth management firm acquired in September 2019) and an increased provision for loan and lease losses. The 2020 year also included a tax benefit of $3.2 million recorded in the first quarter of 2020 caused by the changes in the treatment of tax net operating losses (“NOL”) under the provisions of The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.

COVID-19 UPDATE: The COVID-19 pandemic has continued to have a devastating effect on businesses both locally and nationally. As a result, Congress passed the CARES Act to provide fast and direct economic assistance to American workers, families and businesses. The CARES Act contains substantial tax and spending provisions including direct financial aid to American families, extensive emergency funding for hospitals and medical providers, and economic stimulus to significant impacted industry sectors.  Below are some of the measures the Company has implemented in response to COVID-19.

The Company has an Incident Response Team comprised of senior and departmental leaders that meet frequently to monitor and address the ongoing developments and challenges presented by the COVID-19 pandemic. The following represent responses by Management as a result of COVID-19:

• The Company’s branch offices remain open via drive-thru facilities, ATM access, and on-line banking;
• Management has leveraged technology to support employees that are working remotely;
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• Retail client initiatives have been introduced including:
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1) 90-day or 180-day payment deferral period (the Company approved deferral requests relating to approximately $913.7 million or 19% of our portfolio as of June 30, 2020).
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2) Waiving all late fees for April/May/June;
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3) Not reporting payment deferrals or late payments to credit bureaus through June; and
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4) Utilized the PPP to assist both clients and community organizations with funding needs related to the pandemic (processed over 2,000 applications with approximately $600 million of approved loans as of June 30, 2020).
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The Company has identified several industry sectors within the loan portfolio that are most impacted by COVID-19 and include but are not limited to: manufacturing, transportation, accommodation and food services, retail trade, real estate – retail and arts, entertainment and recreation. Management has performed portfolio reviews related to these sectors in the second quarter of 2020 and will conduct follow up reviews for the third quarter of 2020.  Management will continue to monitor these sectors closely and evaluate for potential impact on our ALLL.

The Company will continue to prudently extend credit to our clients.  The Company expects COVID-19 to have a significant impact on our operations but cannot determine or estimate the impact at this time.

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, 2019 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, 2019 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Off-Balance Sheet Arrangements.”

EARNINGS ANALYSIS

NET INTEREST INCOME (“NII”) / NET INTEREST MARGIN (“NIM”) / 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, 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 average yields earned on earning assets and the average cost of interest-bearing liabilities (“net interest spread”) and the relative amounts of earning assets and interest-bearing liabilities. Net interest margin is calculated as net interest income annualized as a percent of total interest earning assets.  The Company’s net

interest income, spread and margin are 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 summarize the Company’s net interest income and margin for the periods indicated:

Three Months Ended Three Months Ended
June 30, 2020 June 30, 2019
(Dollars in thousands) NII NIM NII NIM
NII/NIM excluding the below $ 29,881 2.45 % $ 28,938 2.69 %
Prepayment premiums received on loan paydowns 376 0.03 % 246 0.02 %
Effect of maintaining excess interest earning cash (263 ) -0.19 % 84 -0.07 %
Effect of PPP loans 1,977 -0.02 % — 0.00 %
NII/NIM as reported $ 31,971 2.27 % $ 29,268 2.64 %
Six Months Ended Six Months Ended
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June 30, 2020 June 30, 2019
NII NIM NII NIM
NII/NIM excluding the below $ 61,403 2.54 % $ 58,467 2.73 %
Prepayment premiums received on loan paydowns 901 0.04 % 678 0.02 %
Effect of maintaining excess interest earning cash (563 ) -0.15 % 130 -0.08 %
Effect of PPP loans 1,977 -0.02 % — 0.00 %
NII/NIM as reported $ 63,718 2.41 % $ 59,275 2.67 %

Net interest income, on a fully tax-equivalent basis, increased $2.5 million, or 8 percent, for the second quarter of 2020 to $32.4 million from net interest income of $29.9 million for the same quarter in 2019.  The net interest margin was 2.27 percent and 2.64 percent for the three months ended June 30, 2020 and 2019, respectively, a decrease of 37 basis points.  Net interest income, on a fully tax-equivalent basis, increased $4.2 million, or 7 percent, for the first six months ended June 30, 2020 to $64.7 million from net interest income of $60.5 million for the same period in 2019.  The net interest margin was 2.41 percent and 2.67 percent for the six months ended June 30, 2020 and 2019, respectively, a decrease of 26 basis points. As shown above, the Company’s reported NIM declined 37 basis points compared to the June 30, 2019 quarter, while core NIM declined only 24 basis points compared to the June 30, 2019 quarter. As a commercial bank, the Company is asset sensitive with a large portion of its commercial loan portfolio tied to one-month LIBOR. The decline in the core NIM was a function of the precipitous decline in one-month LIBOR in the second quarter.

The growth in net interest income for the three and six months ended June 30, 2020 was due to increases in the average balance of interest-earning assets and a decrease in the average cost of interest-bearing liabilities, offset by an increase in the average balance of interest-bearing liabilities and by a decrease in the average yield on interest-earning assets.  The Company continues to be impacted by competitive pressures in attracting new loans and deposits, as well as retaining deposits.

Future net interest income will be benefitted from interest and fees from PPP loans. As of June 30, 2020, the Company had $521.6 million of PPP loans, with net deferred fees of $11.1 million that will be amortized to net interest income over the life of the loans, which have a stated maturity of two to five years.  However, these loans may be eligible for loan forgiveness by the SBA at an earlier date, which would accelerate the amortization of the net deferred fees.

Future net interest income will also be benefitted by the repricing of the Company’s time certificates of deposit (“CDs”). Over the six-month period of July to December 2020, approximately $300 million of CDs with an average rate of approximately 1.50% will mature.

The following table summarizes the loans that the Company closed during the periods indicated:

For the Three Months Ended
June 30, June 30,
(In thousands) 2020 2019
Residential mortgage loans originated for portfolio $ 18,627 $ 21,998
Residential mortgage loans originated for sale 37,061 9,785
Total residential mortgage loans 55,688 31,783
Commercial real estate loans 748 34,204
Multifamily properties 11,960 58,604
C&I loans (A) (B) 99,294 143,944
Small business administration (C) 595,651 3,740
Wealth Lines of Credit (A) 500 6,725
Total commercial loans 708,153 247,217
Installment loans 950 1,497
Home equity lines of credit (A) 4,280 3,626
Total loans closed $ 769,071 $ 284,123
For the Six Months Ended
--- --- --- --- ---
June 30, June 30,
(In thousands) 2020 2019
Residential mortgage loans originated for portfolio $ 33,458 $ 32,837
Residential mortgage loans originated for sale 56,452 12,875
Total residential mortgage loans 89,910 45,712
Commercial real estate loans 9,606 55,229
Multifamily properties 73,958 79,726
C&I loans (A) (B) 142,202 285,072
Small business administration (C) 609,481 12,790
Wealth Lines of Credit (A) 3,750 14,105
Total commercial loans 838,997 446,922
Installment loans 1,206 2,055
Home equity lines of credit (A) 7,912 5,233
Total loans closed $ 938,025 $ 499,922
(A) Includes loans and lines of credit that closed in the period but were not necessarily funded.
--- ---
(B) Includes equipment finance leases and loans.
--- ---

(C) Includes PPP loans of $596 million for the three and six months ended June 30, 2020.

The Company manages its origination levels in conjunction with anticipated paydowns and payoffs. The Company has managed its balance sheet such that multifamily and 1-4 family residential loans declined as a percentage of the overall loan portfolio and C&I loans became a larger percentage of the overall loan portfolio. C&I loan originations declined by $44.6 million and $142.9 million for the three and six months ended June 30, 2020, respectively.  Multi-family originations also declined by $46.6 million to $12.0 million for the three months ended June 30, 2020 as compared to the prior year. The decreases in originations were due to the Company’s focused efforts on PPP production and loan deferral requests during the second quarter of 2020. Residential mortgage loans increased by $23.9 million and $44.2 million for the three and six months ended June 30, 2020, respectively.  The increase was primarily due to an increased demand by residential customers reflective of the low interest rate environment and the ability of the Company to sell these mortgages in the secondary market to generate non-interest income.

At June 30, 2020, December 31, 2019 and June 30, 2019, the Bank had a concentration in commercial real estate (“CRE”) loans as defined by applicable regulatory guidance.

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

June 30, December 31, June 30,
2020 2019 2019
Multifamily mortgage loans as a percent of<br><br><br>total regulatory capital of the Bank 201 % 212 % 197 %
Non-owner occupied commercial real estate<br><br><br>loans as a percent of total regulatory capital<br><br><br>of the Bank 187 192 178
Total CRE concentration 388 % 404 % 375 %

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.

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

Average Balance Sheet

Unaudited

Three Months Ended

June 30, 2020 June 30, 2019
Average Income/ Average Income/
(Dollars in thousands) Balance Expense Yield Balance Expense Yield
ASSETS:
Interest-earning assets:
Investments:
Taxable (1) $ 437,288 $ 2,108 1.93 % $ 392,079 $ 2,639 2.69 %
Tax-exempt (1) (2) 10,137 129 5.09 16,913 206 4.87
Loans (2) (3):
Residential mortgages 530,087 4,497 3.39 568,020 4,835 3.40
Commercial mortgages 2,083,310 16,147 3.10 1,786,086 17,581 3.94
Commercial 2,038,530 18,204 3.57 1,417,112 17,303 4.88
Commercial construction 3,296 44 5.34 — — —
Installment 52,859 371 2.81 54,565 585 4.29
Home equity 54,869 453 3.30 63,112 818 5.18
Other 318 7 8.81 375 10 10.67
Total loans 4,763,269 39,723 3.34 3,889,270 41,132 4.23
Federal funds sold 102 — 0.25 101 — 0.25
Interest-earning deposits 497,764 109 0.09 241,129 1,265 2.10
Total interest-earning assets 5,708,560 42,069 2.95 % 4,539,492 45,242 3.99 %
Noninterest-earning assets:
Cash and due from banks 5,437 5,280
Allowance for loan and lease losses (64,109 ) (39,138 )
Premises and equipment 21,462 21,176
Other assets 234,357 127,798
Total noninterest-earning assets 197,147 115,116
Total assets $ 5,905,707 $ 4,654,608
LIABILITIES:
Interest-bearing deposits:
Checking $ 1,748,753 $ 1,642 0.38 % $ 1,266,909 $ 4,123 1.30 %
Money markets 1,207,816 1,473 0.49 1,197,998 4,415 1.47
Savings 118,878 16 0.05 112,693 16 0.06
Certificates of deposit - retail 676,498 3,147 1.86 610,493 3,461 2.27
Subtotal interest-bearing deposits 3,751,945 6,278 0.67 3,188,093 12,015 1.51
Interest-bearing demand - brokered 150,330 700 1.86 180,000 836 1.86
Certificates of deposit - brokered 33,729 264 3.13 46,639 326 2.80
Total interest-bearing deposits 3,936,004 7,242 0.74 3,414,732 13,177 1.54
FHLB advances and borrowings 330,514 1,127 1.36 105,000 838 3.19
Finance lease liabilities 7,270 87 4.79 8,052 97 4.82
Subordinated debt 83,496 1,222 5.85 83,272 1,223 5.87
Total interest-bearing liabilities 4,357,284 9,678 0.89 % 3,611,056 15,335 1.70 %
Noninterest-bearing liabilities:
Demand deposits 873,926 497,853
Accrued expenses and other liabilities 171,814 58,721
Total noninterest-bearing liabilities 1,045,740 556,574
Shareholders’ equity 502,683 486,978
Total liabilities and shareholders’ equity $ 5,905,707 $ 4,654,608
Net interest income (tax-equivalent basis) 32,391 29,907
Net interest spread 2.06 % 2.29 %
Net interest margin (4) 2.27 % 2.64 %
Tax equivalent adjustment (420 ) (639 )
Net interest income $ 31,971 $ 29,268
(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 21 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.
--- ---

Average Balance Sheet

Unaudited

Six Months Ended

June 30, 2020 June 30, 2019
Average Income/ Average Income/
(Dollars in thousands) Balance Expense Yield Balance Expense Yield
ASSETS:
Interest-earning assets:
Investments:
Taxable (1) $ 424,547 $ 4,567 2.15 % $ 389,835 $ 5,323 2.73 %
Tax-exempt (1) (2) 10,335 260 5.03 17,128 416 4.86
Loans (2) (3):
Residential mortgages 532,601 9,073 3.41 569,818 9,730 3.42
Commercial mortgages 2,019,559 34,629 3.43 1,805,123 35,603 3.94
Commercial 1,898,334 36,798 3.88 1,398,452 34,053 4.87
Commercial construction 4,462 132 5.92 — — —
Installment 53,421 835 3.13 54,889 1,162 4.23
Home equity 55,261 1,067 3.86 61,773 1,583 5.13
Other 341 16 9.38 394 21 10.66
Total loans 4,563,979 82,550 3.62 3,890,449 82,152 4.22
Federal funds sold 102 — 0.25 101 — 0.25
Interest-earning deposits 374,665 661 0.35 239,201 2,535 2.12
Total interest-earning assets 5,373,628 88,038 3.28 % 4,536,714 90,426 3.99 %
Noninterest-earning assets:
Cash and due from banks 5,477 5,339
Allowance for loan and lease losses (54,238 ) (39,044 )
Premises and equipment 21,304 21,321
Other assets 197,904 124,965
Total noninterest-earning assets 170,447 112,581
Total assets $ 5,544,075 $ 4,649,295
LIABILITIES:
Interest-bearing deposits:
Checking $ 1,644,776 $ 5,089 0.62 % $ 1,275,711 $ 7,833 1.23 %
Money markets 1,199,932 4,454 0.74 1,202,973 8,750 1.45
Savings 114,892 31 0.05 113,345 32 0.06
Certificates of deposit - retail 687,258 6,841 1.99 608,845 6,695 2.20
Subtotal interest-bearing deposits 3,646,858 16,415 0.90 3,200,874 23,310 1.46
Interest-bearing demand - brokered 165,165 1,623 1.97 180,000 1,575 1.75
Certificates of deposit - brokered 33,722 527 3.13 51,371 691 2.69
Total interest-bearing deposits 3,845,745 18,565 0.97 3,432,245 25,576 1.49
FHLB advances and borrowings 256,956 2,139 1.66 105,448 1,672 3.17
Finance lease liabilities 7,373 177 4.80 8,147 196 4.81
Subordinated debt 83,467 2,445 5.86 83,243 2,447 5.88
Total interest-bearing liabilities 4,193,541 23,326 1.11 % 3,629,083 29,891 1.65 %
Noninterest-bearing liabilities:
Demand deposits 708,242 484,632
Accrued expenses and other liabilities 136,738 55,274
Total noninterest-bearing liabilities 844,980 539,906
Shareholders’ equity 505,554 480,306
Total liabilities and shareholders’ equity $ 5,544,075 $ 4,649,295
Net interest income (tax-equivalent basis) 64,712 60,535
Net interest spread 2.17 % 2.34 %
Net interest margin (4) 2.41 % 2.67 %
Tax equivalent adjustment (994 ) (1,260 )
Net interest income $ 63,718 $ 59,275

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

For the Three Months Ended June 30, 2020
Difference due to Change In
Change In: Income/
(In Thousands): Volume Rate Expense
ASSETS:
Investments $ 161 $ (769 ) $ (608 )
Loans 8,489 (9,898 ) (1,409 )
Interest-earning deposits 667 (1,823 ) (1,156 )
Total interest income $ 9,317 $ (12,490 ) $ (3,173 )
LIABILITIES:
Interest-bearing checking $ 924 $ (3,405 ) $ (2,481 )
Money market 9 (2,951 ) (2,942 )
Savings 1 (1 ) —
Certificates of deposit - retail 355 (669 ) (314 )
Certificates of deposit - brokered (98 ) 36 (62 )
Interest bearing demand brokered (136 ) - (136 )
Borrowed funds 291 (2 ) 289
Capital lease obligation (10 ) — (10 )
Subordinated debt 3 (4 ) (1 )
Total interest expense $ 1,339 $ (6,996 ) $ (5,657 )
Net interest income $ 7,978 $ (5,494 ) $ 2,484
For the Six Months Ended June 30, 2020
--- --- --- --- --- --- --- --- --- ---
Difference due to Change In
Change In: Income/
(In Thousands): Volume Rate Expense
ASSETS:
Investments $ 210 $ (1,122 ) $ (912 )
Loans 13,706 (13,308 ) 398
Interest-earning deposits 954 (2,828 ) (1,874 )
Total interest income $ 14,870 $ (17,258 ) $ (2,388 )
LIABILITIES:
Interest-bearing checking $ 1,712 $ (4,456 ) $ (2,744 )
Money market (60 ) (4,236 ) (4,296 )
Savings 5 (6 ) (1 )
Certificates of deposit - retail 818 (672 ) 146
Certificates of deposit - brokered (263 ) 99 (164 )
Interest bearing demand brokered (138 ) 186 48
Borrowed funds 461 6 467
Capital lease obligation (19 ) — (19 )
Subordinated debt 6 (8 ) (2 )
Total interest expense $ 2,522 $ (9,087 ) $ (6,565 )
Net interest income $ 12,348 $ (8,171 ) $ 4,177

Interest income on interest-earning assets, on a fully tax-equivalent basis, totaled $42.1 million for the second quarter of 2020 compared to $45.2 million for the same quarter of 2019, reflecting a decrease of $3.2 million, or 7 percent. Interest income on interest-earning assets, on a fully tax-equivalent basis, totaled $88.0 million for the six months ended June 30, 2020 compared to $90.4 million for the same period of 2019, reflecting a decrease of $2.4 million, or 3 percent.  The decrease in both the three and six months ended June 30, 2020, as compared to the comparable periods in 2019 reflects a decrease in the average yield on interest-earnings assets, offset by an increase in the average balance of interest-earning assets.

Average interest-earning assets totaled $5.71 billion for the second quarter of 2020, an increase of $1.17 billion, or 26 percent, from the same period of 2019. Average interest-earning assets totaled $5.37 billion for the six months ended June 30, 2020, an increase of $836.9 million, or 18 percent, from the same period of 2019. The increase in the average balance of interest-earning assets for the three and six months ended June 30, 2020, as compared to the comparable periods in 2019 reflects an increase in the average balance of loans, particularly, in the average balance of C&I and commercial mortgage portfolios. The average balance of the C&I loan portfolio increased $621.4 million to $2.04 billion, or 44 percent, for the second quarter of 2020, as compared to $1.42 billion for the three months ended June 30, 2019. The average balance of the C&I loan portfolio increased $499.9 million, or 36 percent, to $1.90 for the six months ended June 30, 2020 as compared to $1.40 billion the same period in 2019.  The increase in this portfolio for the three and six months ended June 30, 2020 was primarily attributable to the Company’s participation in the PPP program, in which the Company originated $596 million during the second quarter of 2020.  The Company has also supported growth in the C&I portfolio through: the addition of seasoned bankers including a new EVP, Head of Commercial Banking, in 2019 and an equipment finance team in 2017; 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, New Jersey private banking offices.  The average balance of the commercial mortgage portfolio increased $297.2 million to $2.08 billion, or 17 percent, from $1.79 billion for the second quarter of 2019. The average balance of the commercial mortgage portfolio was $2.02 billion for the six months ended June 30, 2020 an increase of $214.4 million, or 12 percent, from the same period in 2019. The increase in the commercial mortgage portfolio for the three and six months ended June 30, 2020 were to maintain the size of the portfolio in anticipation of maturities in the portfolio in the latter part of 2020.  These increases were partially offset by decreases in the average balance of the residential mortgage portfolio of $37.9 million, or 7 percent, and $37.2 million, or 7 percent to $530.1 million and $532.6 million for the three and six months ended June 30, 2020, respectively, when compared to the same periods in 2019. The Company continued to manage its balance sheet such that lower yielding, primarily fixed rate multifamily loans declined as a percentage of the overall loan portfolio and higher-yielding, primarily floating rate or short duration C&I loans became a larger percentage of the overall loan portfolio. The average balance of investment securities totaled $447.4 million for the second quarter of 2020 compared to $409.0 million for the same quarter of 2019, reflecting an increase of $38.4 million, or 9 percent.

The average balance of investment securities totaled $434.9 million for the six months ended June 30, 2020 as compared to $407.0 million for the same period of 2019 reflecting an increase of $27.9 million, or 7 percent.  The increase in the average balance of investment securities was due to the re-purchase of securities to maintain the size of the portfolio in anticipation of maturities for the third and four quarters of 2020. Interest-earning deposits totaled $497.8 million for the three months ended June 30, 2020 when compared to $241.1 million for the same period in 2019, reflecting an increase of $256.6 million or 106 percent.  Interest-earning deposits increased to $374.7 million for the six months ended June 30, 2020 when compared to $239.2 million for the same period in 2019 reflecting an increase of $135.5 million or 57 percent.  The increase in interest-earning deposits for the three and six months ended June 30, 2020 was primarily to increase the Company’s balance sheet liquidity in the event of significant depositor withdrawals and/or significant borrower draws on existing unused credit lines due to the current environment created by the COVID-19 pandemic.

For the quarters ended June 30, 2020 and 2019, the average yields earned on interest-earning assets were 2.95 percent and 3.99 percent, respectively, a decrease of 104 basis points.  The six months ended June 30, 2020 had a decrease of 71 basis points on the average yields earned on interest-earning assets to 3.28 percent from 3.99 percent when compared to the same period of 2019.  The decrease in average yields on loans for the three and six month periods was due to a declining rate environment. The one-month London Interbank Offered Rate (“LIBOR”) declined by approximately 150 basis points from the beginning of the year.  The Federal Open Market Committee also reduced the target Federal Funds rate to 0 percent to 0.25 percent in March 2020 due to the economic disruption caused by COVID-19. With the transformation to a commercial bank balance sheet and business model, the Company’s interest rate sensitivity models indicate the Company is asset sensitive as of June 30, 2020, and that net interest income would improve in both a rising rate environment and a falling rate environment as our adjustable rate assets have little room to re-price in this low rate environment. In the short term, we will most likely see a decline in net interest income in the event of a change in interest rates as the full effect of rate decreases on our adjustable rate assets occurred in the middle of the second quarter of 2020.

For the second quarter of 2020, the average balance of interest-bearing deposits was $3.94 billion, an increase of $521.3 million, or 15 percent, from $3.41 billion for the same period of 2019. Interest-bearing deposits totaled $3.85 billion for the six months ended June 30, 2020 which is an increase of $413.5 million or 12 percent, from the same 2019 period. The growth in customer deposits (excluding brokered CDs and brokered interest-bearing demand deposits, but including reciprocal funds discussed below) has come from an increase in retail deposits from our branch network; a focus on providing high-touch client service; new deposit relationships related to PPP; and a full array of treasury management products that support core deposit growth.  The growth was partially offset by a decline of $23.2 million of listing service deposits from June 30, 2019 as the Company has chosen not to participate in such programs for the foreseeable future, so maturing listing service deposits are not replaced with new listing service deposits.

Average rates paid on total interest-bearing deposits were 0.74 percent and 1.54 percent for the second quarters of 2020 and 2019, respectively, a decrease of 80 basis points.  Average rates paid on total interest-bearing deposits were 0.97 percent and 1.49 percent for the six months ended June 30, 2020 and 2019, respectively, a decrease of 52 basis points.  The decrease in the average rate paid on deposits was principally due to repricing of our deposit base to align with the recent Fed rate decreases.

For the second quarter of 2020, the average balance of borrowings was $330.5 million, an increase of $225.5 million when compared to the same period in 2019.  For the six months ended June 30, 2020, the average balance of borrowings was $257.0 million, an increase of $151.5 million when compared to the same period in 2019. The increase in borrowings was principally due to the Company’s participation in the PPPLF as well, for the six months ended June 30, 2020 as a $500.0 million one-month FHLB advance entered in March 2020, which matured in April 2020.

The Company is a participant in the Reich & Tang Demand Deposit Marketplace (“DDM”) program and the Promontory Program. 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. Such reciprocal deposit balances are included in the Company’s interest-bearing checking balances. The average balance of reciprocal deposits was $646.3 million and $562.3 million for the three and six months ended June 30, 2020, respectively, compared to $436.1 million and $434.9 million for the same three and six months ended June 30, 2019, respectively.

The average balance of brokered interest-bearing demand deposits was $150.3 million and $165.2 million for the three and six months ended June 30, 2020, respectively, compared to $180.0 million for the three and six months ended June 30, 2019.  The Company has transacted $150.0 million of interest rate swaps against these deposits as part of the Company’s interest rate risk management program.

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, liquidity and interest rate risk management strategies. 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.  Equity securities are carried at fair value with unrealized gains and losses recorded in noninterest income.

At June 30, 2020, the Company had investment securities available for sale with a fair value of $539.7 million compared with $390.8 million at December 31, 2019.  The increase was due to purchases of residential mortgage-backed securities with excess liquidity as deposits and borrowings exceeded loan growth.  A net unrealized gain (net of income tax) of $6.9 million and a net unrealized gain (net of income tax) of $1.0 million were included in shareholders’ equity at June 30, 2020 and December 31, 2019, respectively.

The Company has one equity security (a CRA investment security) with a fair value of $15.2 million at June 30, 2020 compared with $10.8 million at December 31, 2019, with changes in fair value recognized in the Consolidated Statements of Income.  The Company recorded a $125,000 and $323,000 unrealized gain on the Consolidated Statements of Income for the three and six months ended June 30, 2020, respectively, as compared to an unrealized gain of $69,000 and $128,000 for the three and six months ended June 30, 2019, respectively.

The carrying value of investment securities available for sale as of June 30, 2020 and December 31, 2019 are shown below:

June 30, December 31,
(In thousands) 2020 2019
U.S. treasuries $ 2,902 $ —
U.S. government-sponsored agencies 59,499 34,784
Mortgage-backed securities-residential (principally<br><br><br>U.S. government-sponsored entities) 461,546 338,904
SBA pool securities 2,503 2,784
State and political subdivisions 10,208 11,215
Corporate bond 3,084 3,068
Total $ 539,742 $ 390,755

The following table presents the contractual maturities and yields of debt securities available for sale, stated at fair value, as of June 30, 2020:

After 1 After 5
But But After
Within Within Within 10
(Dollars in thousands) 1 Year 5 Years 10 Years Years Total
U.S. treasuries $ 2,902 $ — $ — $ — $ 2,902
0.38 % — — — 0.38 %
U.S. government-sponsored agencies $ — $ — $ 34,555 $ 24,944 $ 59,499
— — 1.66 % 1.67 % 1.66 %
Mortgage-backed securities-residential (1) $ 50 $ 11,515 $ 39,860 $ 410,121 $ 461,546
2.24 % 1.93 % 2.16 % 1.64 % 1.69 %
SBA pool securities $ — $ — $ 563 $ 1,940 $ 2,503
— — 0.48 % 0.48 % 0.48 %
State and political subdivisions (2) $ 2,737 $ 6,899 $ 572 $ — $ 10,208
3.05 % 2.53 % 4.72 % — 2.79 %
Corporate bond $ — $ — $ 3,084 $ — $ 3,084
— — 5.25 % — 5.25 %
Total $ 5,689 $ 18,414 $ 78,634 $ 437,005 $ 539,742
1.68 % 2.16 % 2.06 % 1.63 % 1.71 %
(1) Shown using stated final maturity.
--- ---
(2) Yields presented on a fully tax-equivalent basis.
--- ---

Federal funds sold and interest-earning deposits are an additional part of the Company’s liquidity and interest rate risk management strategies.  The combined average balance of these investments during the six months ended June 30, 2020 was $374.7 million compared to $223.7 million for the year ended December 31, 2019. The increase represented excess cash as deposit and borrowing growth and cash from maturing securities exceeded loan growth.

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

For the Three Months Ended June 30, Change
(In thousands) 2020 2019 2020 vs 2019
Service charges and fees $ 695 $ 897 $ (202 )
Bank owned life insurance 318 326 (8 )
Gain on sale of loans (mortgage banking) 550 132 418
Loss on loans held for sale at lower of cost or fair value — — —
Fee income related to loan level, back-to-back swaps 202 721 (519 )
Gain on sale of SBA loans 258 573 (315 )
Other income 482 740 (258 )
Securities gains, net 125 69 56
Total other income $ 2,630 $ 3,458 $ (828 )
For the Six Months Ended June 30, Change
--- --- --- --- --- --- --- --- ---
(In thousands) 2020 2019 2020 vs 2019
Service charges and fees $ 1,511 $ 1,713 $ (202 )
Bank owned life insurance 646 664 (18 )
Gain on sale of loans (mortgage banking) 842 179 663
Loss on loans held for sale at lower of cost or fair value (3 ) — (3 )
Fee income related to loan level, back-to-back swaps 1,620 991 629
Gain on sale of SBA loans 1,312 992 320
Other income 941 1,346 (405 )
Securities gains, net 323 128 195
Total other income $ 7,192 $ 6,013 $ 1,179

The Company recorded total other income, excluding wealth management fee income, of $2.6 million for the second quarter of 2020, reflecting a decrease of $828,000, or 24 percent, compared to the same period in 2019. For the six months ended June 30, 2020 the Company recorded total other income, excluding wealth management fee income, of $7.2 million reflecting an increase of $1.2 million or 20 percent from the same period in 2019.  The decrease for the three months ended June 30, 2020 was primarily attributable to capital markets activity (mortgage banking income, fee income related to loan level, back-to-back swaps, and gain on the sale of SBA loans), which decreased by $416,000 as compared to the second quarter of 2019.  Capital markets activity with the exception of mortgage banking income activity has been negatively impacted by the COVID-19 pandemic along with the low interest rate environment.

For the quarter ended June 30, 2020, income from the sale of newly originated residential mortgage loans was $550,000 compared to $132,000 for the same period in 2019.  For the six months ended June 30, 2020 and 2019, income from the sale of newly originated residential mortgage loans was $842,000 and 179,000, respectively.  Such income was a result of an increase in the residential mortgage loan volume during the first six months of 2020 due to the low interest rate environment.

The second quarter of 2020 included $202,000 of loan level, back-to-back swap income compared to $721,000 for the same quarter of 2019.  The six months ended June 30, 2020 included $1.6 million of loan level, back-to-back swap income compared to $991,000 for the same period of 2019.  The program provides a borrower with a degree of interest rate protection on a variable rate loan, while still providing an adjustable rate to the Company, thus helping to manage the Company’s interest rate risk, while contributing to income.

The second quarter of 2020 included $258,000 of income, on sales of $2.6 million, related to the Company’s SBA lending and sale program compared to $573,000 of income, on sales of $5.7 million, for the same quarter in 2019. The six months ended June 30, 2020 included $1.3 million of income, on sales of $13.9 million, related to the Company’s SBA lending and sale program compared to $992,000 of income, on sales of $9.9 million, for the same period in 2019.

Income from the back-to-back swap and SBA programs are dependent on volume, and thus are not linear from quarter to quarter, as some quarters will be higher than others.

The Company recorded a $125,000 and $323,000 mark to market gain on its equity security investment for the three and six months ended June 30, 2020, respectively, compared to a $69,000 and $128,000 mark to market gain on its equity security investment for the three and six months ended June 30, 2019, respectively.

Other income was $482,000 for the quarter ended June 30, 2020 compared to $740,000 for the same quarter in 2019.  For the six months ended June 30, 2020 other income was $941,000 compared to $1.3 million for the same period in 2019. The decrease in other income for the three and six months ended June 30, 2020 was primarily due to decreases in commercial lending fees, particularly unused credit line fees, income related to our corporate advisory program, and loan servicing income.

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

For the Three Months Ended June 30, Change
(In thousands) 2020 2019 2020 vs 2019
Compensation and employee benefits $ 19,186 $ 17,543 $ 1,643
Premises and equipment 4,036 3,600 436
FDIC assessment 455 277 178
Other Operating Expenses:
Professional and legal fees 1,042 968 74
Telephone 395 377 18
Advertising 728 409 319
Amortization of intangible assets 321 229 92
Branch restructure 278 — 278
Other 2,573 2,770 (197 )
Total operating expenses $ 29,014 $ 26,173 $ 2,841
For the Six Months Ended June 30, Change
--- --- --- --- --- --- --- ---
(In thousands) 2020 2019 2020 vs 2019
Compensation and employee benefits $ 38,412 $ 34,699 $ 3,713
Premises and equipment 8,079 6,988 1,091
FDIC assessment 705 554 151
Other Operating Expenses:
Professional and legal fees 2,016 2,092 (76 )
Telephone 719 657 62
Advertising 1,068 768 300
Amortization of intangible assets 645 458 187
Branch restructure 278 — 278
Other 5,327 5,672 (345 )
Total operating expenses $ 57,249 $ 51,888 $ 5,361

Increased operating expenses in the three month and six month period ended June 30, 2020 was principally attributable to: an increase in compensation and employee benefits of $1.6 million to $19.2 million for the second quarter of 2020 and $3.7 million increase to $38.4 million for the six months ended June 30, 2020, which includes expenses related to the Point View acquisition completed on September 1, 2019, hiring in line with the Company’s strategic plan; and normal salary increases; additional premises and equipment expenses, which includes expenses related to Point View; and ongoing operating expenses including amortization of intangibles.  Further, the three and six months ended June 30, 2020 included increased medical insurance costs when compared to the same 2019 period. The Company also incurred one-time expenses of $278,000 related to the closure of one branch office.  The Company anticipates the branch closure will create future benefit in the form of lower expenses. There was $225,000 of increased marketing expense directly related to the COVID-19 pandemic and the Company’s participation in the PPP program.

PEAPACK PRIVATE:  This division includes: investment management services provided for individuals and institutions; personal trust services, including services as executor, trustee, administrator, custodian and guardian, and other financial planning, tax preparation and advisory services.  Officers from Peapack Private are available to provide wealth management, trust and investment services at the Bank’s headquarters in Bedminster, at private banking locations in Morristown, Princeton and Teaneck, New Jersey and at the Bank’s subsidiaries, PGB Trust & Investments of Delaware, in Greenville, Delaware, Murphy Capital, in Gladstone, New Jersey, Lassus Wherley, in New Providence, New Jersey and Bonita Springs, Florida and Point View, in Summit, New Jersey.

The market value of the assets under management and/or administration (“AUM/AUA”) of the Peapack Private Wealth Management Division was $7.2 billion at June 30, 2020, reflecting a 4% decline from $7.5 billion at December 31, 2019.  AUM/AUA have partially recovered with a 13% increase from $6.4 billion at March 31, 2020. Changes in the market value of the Company’s AUM/AUA are approximately 70% correlated to the changes in value of the S&P index, which declined approximately 20% from December 31, 2019 to March 31, 2020 but experienced a recovery of approximately 18% during the second quarter of 2020.

In the June 2020 quarter, Peapack Private generated $10.0 million in fee income compared to $9.6 million for the June 2019 quarter, reflecting a 4% increase.  For the six months ended June 30, 2020, the Private Wealth Management Division generated

$20.0 million in fee income compared to $18.7 million for the same period in 2019, reflecting a 6% increase.  The growth in fee income was primarily due to the acquisition of Point View on September 1, 2019.  The fees for the first six months of 2020 were negatively impacted by declines in the market value of the Company’s Assets Under Management (AUM) / Assets Under Administration (AUA) as a result of declines in the equity markets created by the COVID-19 pandemic.

Operating expenses relative to Peapack Private reflected increases due to overall growth in the business, new hires and select third party expenditures. The six months ended June 30, 2020 also includes a full six months of expense from Point View.  Remaining expenses are in line with the Company’s Strategic Plan, particularly the hiring of key management and revenue-producing personnel.

The Peapack Private Wealth Management Division currently generates adequate revenue to support the salaries, benefits and other expenses of the Division and Management believes it will continue to do so as the Company grows organically and/or by acquisition.  Management believes that the Bank generates adequate liquidity to support the expenses of the Peapack 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:

As of
June 30, March 31, December 31, September 30, June 30,
(Dollars in thousands) 2020 2020 2019 2019 2019
Loans past due over 90 days and still accruing $ — $ — $ — $ — $ —
Nonaccrual loans 26,697 29,324 28,881 29,383 31,150
Other real estate owned 50 50 50 336 —
Total nonperforming assets $ 26,747 $ 29,374 $ 28,931 $ 29,719 $ 31,150
Performing TDRs $ 2,376 $ 2,389 $ 2,357 $ 2,527 $ 3,772
Loans past due 30 through 89 days and still accruing (1) $ 3,785 $ 8,261 $ 1,910 $ 6,333 $ 432
Classified loans $ 57,776 $ 58,938 $ 58,908 $ 53,882 $ 56,135
Impaired loans $ 33,708 $ 36,369 $ 35,924 $ 36,627 $ 34,941
Nonperforming loans as a % of total loans (2) 0.55 % 0.67 % 0.66 % 0.71 % 0.77 %
Nonperforming assets as a % of total assets (2) 0.43 % 0.50 % 0.56 % 0.60 % 0.64 %
Nonperforming assets as a % of total loans<br><br><br>plus other real estate owned (2) 0.55 % 0.67 % 0.66 % 0.71 % 0.77 %
(1) Includes a non-owner occupied CRE loan with a balance of $3.5 million at March 31, 2020.  This loan was brought fully current in early April.  The $6.3 million at September 30, 2019 included one $4.3 million commercial real estate loan that was in process of a rate modification (not a TDR modification).  The loan was brought current in early October 2019.
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(2) Nonperforming loans/assets do not include performing TDRs.
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PROVISION FOR LOAN AND LEASE LOSSES:  The provision for loan and lease losses was $4.9 million and $1.2 million for the second quarters of 2020 and 2019, respectively.  For the six months ended June 30, 2020 and 2019, the provision for loan losses was $24.9 million and $1.3 million, respectively.  The increased provision for loan and lease losses for the three and six months ended June 30, 2020 was primarily due to the current environment created by the COVID-19 pandemic and was driven principally by increased qualitative factors.  The increase in qualitative factors was primarily related to elevated levels of unemployment and approved loan deferral requests.  For additional details, see the provision for loan and lease losses table below.  The Company’s provision for loan and lease losses and the level of the allowance for loan and lease losses also reflect several other 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, type of and amount of loan growth, asset quality metrics, net charge-off activity, and the composition of the loan portfolio. Commercial credits generally carry a higher risk profile compared to some of the other credits, which is reflected in Management’s determination of the adequacy of the allowance for loan and lease losses.

The allowance for loan and lease losses was $66.1 million as of June 30, 2020, compared to $43.7 million at December 31, 2019. As a percentage of loans, the allowance for loan and lease losses was 1.36 percent at June 30, 2020 and 0.99 percent at December 31, 2019. The specific reserves recorded on impaired loans were $4.3 million at June 30, 2020 compared to $2.8 million as of December 31, 2019. Specific reserves at June 30, 2020 were primarily related to a $4.0 million reserve on a senior living facility relationship. Specific reserves declined by $2.0 million during the second quarter of 2020 due to the Company releasing reserves on a casual dining commercial banking relationship and charging-off this amount against the principal balance of the loan.  Total impaired loans were $33.7 million and $35.9 million as of June 30, 2020 and December 31, 2019, respectively. The general component of the allowance increased from $40.9 million at December 31, 2019 to $61.7 million at June 30, 2020 due to the reasons noted above.

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

June 30, March 31, December 31, September 30, June 30,
(Dollars in thousands) 2020 2020 2019 2019 2019
Allowance for loan and lease losses:
Beginning of period $ 63,783 $ 43,676 $ 41,580 $ 39,791 $ 38,653
Provision for loan and lease losses 4,900 20,000 1,950 800 1,150
Recoveries/(charge-offs), net (2,618 ) 107 146 989 (12 )
End of period $ 66,065 $ 63,783 $ 43,676 $ 41,580 $ 39,791
Allowance for loan and lease losses as a % of<br><br><br>total loans (A) 1.359 % 1.447 % 0.994 % 1.000 % 0.988 %
General allowance for loan and lease losses as<br><br><br>a % of total loans (A) 1.270 % 1.303 % 0.930 % 0.934 % 0.957 %
Allowance for loan and lease losses as a % of<br><br><br>non-performing loans 247.46 % 217.51 % 151.23 % 141.51 % 127.74 %
(A) The June 30, 2020 ALLL coverage ratios include PPP loans of $521.6 million from total loans
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The following table details the Company’s provision for loan and lease losses for the quarter ended June 30, 2020:

Percentage
(Dollars in thousands) of Total Loans (A)
Allowance for loan and lease losses at April 1, 2020 $ 63,783 1.45 %
Net charge-offs (2,618 )
Provision for loan and lease losses:
Based on Q2 loan originations and migration and release of specific reserves 924
Based on qualitative factors related to decreasing consumer confidence, approved<br><br><br>loan payment deferrals, and other qualitative factors related to this environment 3,976
Provision for loan and lease losses $ 4,900
Allowance for loan and lease losses at June 30, 2020 $ 66,065 1.36 %

(A)The June 30, 2020 ALLL ratio include PPP loans of $521.6 million from total loans

The following table details the Company’s provision for loan and lease losses for the six months ended June 30, 2020:

Percentage
(Dollars in thousands) of Total Loans (A)
Allowance for loan and lease losses at January 1, 2020 $ 43,676 0.99 %
Net charge-offs (2,511 )
Provision for loan and lease losses:
Based on loan originations and migration and release of specific reserves 4,937
Based on qualitative factors related to decreasing consumer confidence, approved<br><br><br>loan payment deferrals, and other qualitative factors related to this environment 19,963
Provision for loan and lease losses $ 24,900
Allowance for loan and lease losses at June 30, 2020 $ 66,065 1.36 %

(A)The June 30, 2020 ALLL ratio include PPP loans of $521.6 million from total loans

INCOME TAXES:  Income tax expense for the three months ended June 30, 2020 was $2.4 million as compared to $3.4 million for the same period in 2019.  Income tax benefit for the six months ended June 30, 2020 was $903,000 as compared to income tax expense of $7.9 million for the same period in 2019.

The Company recorded a $3.34 million tax benefit during the first quarter of 2020, principally as a result of a $3.2 million Federal income tax benefit that resulted from a tax NOL carryback. The Company had a $23 million operating loss for tax purposes in 2018 (when the Federal tax rate was 21%) resulting from accelerated tax depreciation. Under the CARES Act, the Company was allowed to carry this NOL back to a period when the Federal tax rate was 35%, generating a permanent tax benefit.  The effective tax rate for the three months ended June 30, 2020 was 22.85%, which included a benefit from a New Jersey state credit related to deferred tax liabilities effected by the surtax imposed by New Jersey in 2019. Excluding such benefit, the effective rate for the June 2020 quarter would have been approximately 26.5%.

On July 1, 2018, the 2019 New Jersey Budget (“Budget”) was passed, which established a 2.5 percent surtax on businesses that have New Jersey allocated net income in excess of $1.0 million and was in place for 2019.  The surtax adjusted to 1.5 percent for 2020 and will continue into 2021. In addition, effective for taxable years beginning on or after January 1, 2019, banks will be required to file combined reports of taxable income including their parent holding company. New Jersey requires entities to report their real estate investment trust, registered investment company and investment company on a separate entity basis.

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 business, even in stressed environments. Quarterly stress testing is integral to the Company’s capital management process.

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 was benefitted by net income of $9.6 million for the six months ended June 30, 2020, which was partially offset by the purchase of shares through the Company’s stock repurchase program. Early in the first quarter, the Company purchased 220,222 shares, at an average price of $29.45, for a total cost of $6.5 million.

The Company employs quarterly capital stress testing – adverse case and severely adverse case. In the March 31, 2020 severely, adverse case, no growth scenario, the Bank remains well capitalized over a two-year stress period. With a Pandemic stress overlay, the Bank still remains well capitalized over the two-year stress period.

Quantitative measures established by regulation to ensure capital adequacy require the Company and 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 June 30, 2020 and December 31, 2019, 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. The Company’s capital ratios were not affected by our participation in the PPP.  The Company pledged its PPP loans as collateral and utilized funding provided by the FRB’s PPPLF.  PPP loans funded by the PPPLF are risk-weighted at 0 percent for regulatory risk-based capital ratios and are excluded from average assets in the calculation of the regulatory leverage ratio.

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.

As a result of the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies are required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10 billion.  A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes.  The federal banking agencies set the minimum capital for the Community Bank Leverage Ratio (“CBLR”) at 9 percent, effective January 1, 2020.  Under the CARES Act, the Community Bank Leverage Ratio was temporarily lowered to 8 percent.  The Bank did not opt into the CBLR and will continue to comply with the requirements under Basel III.  The Bank’s leverage ratio was 9.79 percent at June 30, 2020.

The Bank’s 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 June 30, 2020:
Total capital<br><br><br>(to risk-weighted assets) $ 586,574 14.21 % $ 412,810 10.00 % $ 330,248 8.00 % $ 433,450 10.50 %
Tier I capital<br><br><br>(to risk-weighted assets) 534,794 12.96 330,248 8.00 247,686 6.00 350,888 8.50
Common equity tier I<br><br><br>(to risk-weighted assets) 534,759 12.95 268,326 6.50 185,764 4.50 288,967 7.00
Tier I capital<br><br><br>(to average assets) 534,794 9.79 273,159 5.00 218,528 4.00 218,528 4.00
As of December 31, 2019:
Total capital<br><br><br>(to risk-weighted assets) $ 571,509 13.76 % $ 415,487 10.00 % $ 332,389 8.00 % $ 436,261 10.50 %
Tier I capital<br><br><br>(to risk-weighted assets) 527,833 12.70 332,389 8.00 249,292 6.00 353,164 8.50
Common equity tier I<br><br><br>(to risk-weighted assets) 527,832 12.70 270,066 6.50 186,969 4.50 290,841 7.00
Tier I capital<br><br><br>(to average assets) 527,833 10.63 248,252 5.00 198,602 4.00 198,602 4.00
(A) See footnote on following table
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The Company’s 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 June 30, 2020:
Total capital<br><br><br>(to risk-weighted assets) $ 604,258 14.62 % N/A N/A $ 330,580 8.00 % $ 433,886 10.50 %
Tier I capital<br><br><br>(to risk-weighted assets) 468,898 11.35 N/A N/A 247,935 6.00 351,241 8.50
Common equity tier I<br><br><br>(to risk-weighted assets) 468,863 11.35 N/A N/A 185,951 4.50 289,258 7.00
Tier I capital<br><br><br>(to average assets) 468,898 8.57 N/A N/A 218,856 4.00 218,856 4.00
As of December 31, 2019:
Total capital<br><br><br>(to risk-weighted assets) $ 590,614 14.20 % N/A N/A $ 332,783 8.00 % $ 436,778 10.50 %
Tier I capital<br><br><br>(to risk-weighted assets) 463,521 11.14 N/A N/A 249,587 6.00 353,582 8.50
Common equity tier I<br><br><br>(to risk-weighted assets) 463,520 11.14 N/A N/A 187,190 4.50 291,185 7.00
Tier I capital<br><br><br>(to average assets) 463,521 9.33 N/A N/A 198,792 4.00 198,792 4.00
(A) The Basel Rules 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 face constraints on dividends, equity repurchases and discretionary bonus payments to executive officers based on the amount of the shortfall.
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The Company’s regulatory total risk-based capital ratio was benefitted by the $48.7 million (net) subordinated debt issuance that closed in June 2016. At that time, the Company down-streamed approximately $40.0 million of proceeds to the Bank as capital, benefitting all the Bank’s regulatory capital ratios.

In addition, on December 12, 2017, the Company issued $35.0 million in aggregate principal amount of Fixed-to-Floating Subordinated Notes due December 15, 2027.  The Company down-streamed approximately $29.1 million of those proceeds to the Bank as capital.

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, which up to January 30, 2019 were purchased at a 3 percent discount to market.  On January 30, 2019, the Company filed a Registration Statement on Form S-3 eliminating the feature in our “Reinvestment Plan” under which participants could purchase shares of our common stock through the Plan at a 3 percent discount to market price. Voluntary share purchases in the “Reinvestment Plan” can be filled from the Company’s authorized but unissued shares and/or in the open market, at the discretion of the Company.  All shares purchased during the quarter ended June 30, 2020 were in the open market.

On July 28, 2020, the Board of Directors declared a regular cash dividend of $0.05 per share payable on August 25, 2020 to shareholders of record on August 11, 2020.

Management believes the Company’s capital position and capital ratios are adequate. Further, Management believes the Company has sufficient capital to support its planned balance sheet growth 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 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 $622.8 million at June 30, 2020. In addition, the Company had $539.7 million in securities designated as available for sale at June 30, 2020. 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 $332.3 million as of June 30, 2020 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.

For the quarter ended June 30, 2020, the Company’s balance sheet liquidity was funded by increased client deposits of $608.3 million and $535.8 million in borrowings through the PPPLF.  The Company approved loans of approximately $600 million under the PPP.  The Federal Reserve has supplied a source of liquidity for the PPP to participating financial institutions through the PPPLF which extends credit to eligible financial institutions, at a rate of 0.35%, that originate PPP loans, taking the loans as collateral at face value.  The Company utilized this facility to fund its PPP loans.

As of June 30, 2020, in addition to the $1.2 billion of balance sheet liquidity, the Company also had approximately $1.9 billion of secured funding available from the Federal Home Loan Bank, of which $120.0 million was drawn as of June 30, 2020.  Additionally, the Company also had $1.0 billion of secured funding available from the Federal Reserve Discount Window, none of which was drawn.

Brokered interest-bearing demand (“overnight”) deposits were $130.0 million at June 30, 2020. 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.  As of June 30, 2020, the Company had transacted pay fixed, receive floating interest rate swaps totaling $270.0 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.  The Company believes it has sufficient liquidity given the current environment created by the COVID-19 pandemic.

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

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 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 C&I loans, which tend to have adjustable-rate features, and which generate customer relationships that can result in higher core deposit accounts;
• Actively market equipment finance leases and loans, which tend to have shorter terms and higher interest rates than real estate lending;
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• Manage residential mortgage portfolio originations to adjustable-rate and/or shorter-term and/or “relationship” loans that result in core deposit and/or wealth management relationships;
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• Actively market core deposit relationships, which are generally longer duration liabilities;
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• Utilize medium to longer term certificates of deposit and/or wholesale borrowings to extend liability duration;
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• Utilize interest rate swaps to extend liability duration;
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• 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;
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• Closely monitor and actively manage the investment portfolio, including management of duration, prepayment and interest rate risk;
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• Maintain adequate levels of capital; and
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• Utilize loan sales.
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The interest rate swap program is administered by the 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 $270.0 million as of June 30, 2020.

In addition, 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 June 30, 2020, $868.7 million of notional value in swaps were executed and outstanding with borrowers under this program.

As noted above, the 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 models are based on the actual maturity and repricing characteristics of rate sensitive assets and liabilities. The models incorporate certain prepayment and interest rate assumptions, which management believes to be reasonable as of June 30, 2020. The models assume changes in interest rates without any proactive change in the balance sheet by management. In the models, the forecasted shape of the yield curve remained static as of June 30, 2020.

In an immediate and sustained 100 basis point increase in market rates at June 30, 2020, net interest income would increase approximately 9.5 percent for year 1 and 12.7 percent for year 2, compared to a flat interest rate scenario.

In an immediate and sustained 200 basis point increase in market rates at June 30, 2020, net interest income for year 1 would increase approximately 17.3 percent, when compared to a flat interest rate scenario.  In year 2 net interest income would increase 23.1 percent, when 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 June 30, 2020.

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 $ 624,327 $ 67,658 12.15 % 10.18 % 133
+100 596,372 39,703 7.13 9.60 75
Flat interest rates 556,669 — — 8.85 —
-100 497,796 (58,873 ) (10.58 ) 7.91 (94 )
(1) EVPE is the discounted present value of expected cash flows from assets and liabilities.
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(2) Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
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(3) EVPE ratio represents EVPE divided by the present value of assets.
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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.

The Company’s interest rate sensitivity models indicate the Company is asset sensitive as of June 30, 2020, and that net interest income would improve in a both rising rate environment and a falling rate environment. Over the past quarter, the Company has been managing its balance sheet to be closer to interest rate neutral.

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 June 30, 2020 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 Chief Executive Officer and Chief Financial Officer, 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.

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 have been no material changes in risk factors applicable to the Company from those disclosed in “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

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

Total<br><br><br>Number of Shares<br><br><br>Purchased<br><br><br>As Part of<br><br><br>Publicly Announced<br><br><br>Plans or Programs Total<br><br><br>Number of Shares<br><br><br>Withheld (1) Average Price Paid<br><br><br>Per Share Approximate<br><br><br>Dollar Value of<br><br><br>Shares That May<br><br><br>Yet Be Purchased<br><br><br>Under the Plans<br><br><br>Or Programs
April 1, 2020 -
April 30, 2020 — — $ — $ —
May 1, 2020 -
May 31, 2020 — 2,477 16.04 $ —
June 1, 2020 -
June 30, 2020 — 103 21.18 $ —
Total - 2,580 $ 16.25
(1) Represents shares withheld to satisfy tax withholding obligations upon the exercise of stock options and vesting of restricted stock awards/units.
--- ---

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 3.2 of the Registrant’s Current Report on Form 8-K filed on December 20, 2017 (File No. 001-16197).
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.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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:  August 10, 2020 By: /s/ Douglas L. Kennedy
Douglas L. Kennedy
President and Chief Executive Officer
(Principal Executive Officer)
DATE:  August 10, 2020 By: /s/ Jeffrey J. Carfora
Jeffrey J. Carfora
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
DATE:  August 10, 2020 By: /s/ Francesco S. Rossi
Francesco S. Rossi
Chief Accounting Officer
(Principal Accounting Officer)

70

pgc-ex311_6.htm

Exhibit 31.1

CERTIFICATION

I, Douglas L. Kennedy, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Peapack-Gladstone Financial Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
(b) Any fraud, whether or not material, that involves Management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---
Date:  August 10, 2020 By:  /s/ Douglas L. Kennedy
--- ---
Name:  Douglas L. Kennedy
Title:  President and Chief Executive Officer

pgc-ex312_7.htm

Exhibit 31.2

CERTIFICATION

I, Jeffrey J. Carfora, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Peapack-Gladstone Financial Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
--- ---
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
--- ---
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
--- ---
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
(b) Any fraud, whether or not material, that involves Management or other employees who have a significant role in the registrant’s internal control over financial reporting.
--- ---
Date:  August 10, 2020 By:  /s/ Jeffrey J. Carfora
--- ---
Name:  Jeffrey J. Carfora
Title:   Senior Executive Vice President,<br><br><br>Chief Financial Officer

pgc-ex32_8.htm

Exhibit 32

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Peapack-Gladstone Financial Corporation (the “Corporation”), for the quarterly period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Douglas L. Kennedy, as Chief Executive Officer of the Corporation, and Jeffrey J. Carfora, as Chief Financial Officer of the Corporation, each hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
--- ---
/s/ Douglas L. Kennedy
--- ---
Name: Douglas L. Kennedy
Title: President and Chief Executive Officer
Date: August 10, 2020
/s/ Jeffrey J. Carfora
--- ---
Name: Jeffrey J. Carfora
Title: Senior Executive Vice President
Chief Financial Officer
Date: August 10, 2020

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