krny-10q_20180930.htm

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 the definitions of “large accelerated filers,” “accelerated filers,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ☒

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: November 2, 2018.

	September 30,			June 30,
	2018			2018
	(Unaudited)
Assets
Cash and amounts due from depository institutions	$	21,973		$	26,199
Interest-bearing deposits in other banks		22,513			102,665
Cash and cash equivalents		44,486			128,864
Investment securities available for sale, at fair value		706,240			725,085
Investment securities held to maturity (fair value $589,130 and $579,499, respectively)		602,838			589,730
Loans held-for-sale		1,503			863
Loans receivable, including unaccreted yield adjustments of $(62,783) and $(66,567), respectively		4,660,507			4,501,348
Less allowance for loan losses		(32,731	)		(30,865	)
Net loans receivable		4,627,776			4,470,483
Premises and equipment		57,635			56,240
Federal Home Loan Bank of New York stock		66,428			59,004
Accrued interest receivable		19,455			18,510
Goodwill		210,895			210,895
Core deposit intangibles		6,018			6,295
Bank owned life insurance		251,410			249,816
Deferred income tax assets, net		22,136			23,754
Other real estate owned		674			725
Other assets		38,717			39,610
Total Assets	$	6,656,211		$	6,579,874

Liabilities and Stockholders' Equity
Liabilities
Deposits:
Non-interest-bearing	$	308,631		$	311,938
Interest-bearing		3,646,190			3,761,666
Total deposits		3,954,821			4,073,604
Borrowings		1,419,424			1,198,646
Advance payments by borrowers for taxes		10,687			18,088
Other liabilities		35,198			20,788
Total Liabilities		5,420,130			5,311,126

Stockholders' Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.01 par value; 800,000,000 shares authorized; 97,753,800 shares and 99,626,400 shares issued and outstanding, respectively		978			996
Paid-in capital		897,551			922,711
Retained earnings		350,838			359,096
Unearned employee stock ownership plan shares; 3,311,510 shares and 3,361,684 shares, respectively		(32,104	)		(32,590	)
Accumulated other comprehensive income		18,818			18,535
Total Stockholders' Equity		1,236,081			1,268,748
Total Liabilities and Stockholders' Equity	$	6,656,211		$	6,579,874

	Three Months Ended
	September 30,
	2018			2017
Interest Income
Loans	$	47,437		$	30,473
Taxable investment securities		8,879			5,856
Tax-exempt investment securities		716			621
Other interest-earning assets		1,174			642
Total Interest Income		58,206			37,592

Interest Expense
Deposits		10,539			6,219
Borrowings		7,487			4,563
Total Interest Expense		18,026			10,782
Net Interest Income		40,180			26,810
Provision for Loan Losses		2,100			630
Net Interest Income after Provision for Loan Losses		38,080			26,180

Non-Interest Income
Fees and service charges		1,173			1,261
Gain on sale of loans		132			331
Loss on sale and write down of other real estate owned		(50	)		(109	)
Income from bank owned life insurance		1,594			1,267
Electronic banking fees and charges		250			278
Miscellaneous		83			66
Total Non-Interest Income		3,182			3,094

Non-Interest Expense
Salaries and employee benefits		15,642			12,793
Net occupancy expense of premises		2,736			1,981
Equipment and systems		2,926			2,190
Advertising and marketing		577			710
Federal deposit insurance premium		465			360
Directors' compensation		758			689
Miscellaneous		3,353			2,563
Total Non-Interest Expense		26,457			21,286
Income before Income Taxes		14,805			7,988
Income tax expense		3,659			2,756
Net Income	$	11,146		$	5,232

	Three Months Ended
	September 30,
	2018		2017
Net Income per Common Share (EPS)
Basic	$	0.12	$	0.07
Diluted	$	0.12	$	0.07
Weighted Average Number of Common Shares Outstanding
Basic		95,127		79,649
Diluted		95,181		79,708

Dividends Declared Per Common Share	$	0.20	$	0.15

	Three Months Ended
	September 30,
	2018			2017
Net Income	$	11,146		$	5,232
Other Comprehensive Income, net of tax:
Net unrealized (loss) gain on securities available for sale		(653	)		1,148
Change in net unrealized gain on securities transferred to held to maturity		102			17
Fair value adjustments on derivatives		856			974
Benefit plan adjustments		(22	)		(43	)
Total Other Comprehensive Income		283			2,096
Total Comprehensive Income	$	11,429		$	7,328

	Common Stock						Paid-In			Retained			Unearned ESOP			Accumulated Other Comprehensive
	Shares			Amount			Capital			Earnings			Shares			Income		Total
Balance - June 30, 2017		84,351		$	844		$	728,790		$	361,039		$	(34,536	)	$	1,044	$	1,057,181

Net income		-			-			-			5,232			-			-		5,232
Other comprehensive income, net of income tax expense		-			-			-			-			-			2,096		2,096
ESOP shares committed to be released (50 shares)		-			-			245			-			487			-		732
Stock option expense		-			-			522			-			-			-		522
Share repurchases		(2,803	)		(29	)		(40,453	)		-			-			-		(40,482	)
Restricted stock plan shares earned (73 shares)		-			-			1,100			-			-			-		1,100
Cash dividends declared ($0.15 per common share)		-			-			-			(12,148	)		-			-		(12,148	)

Balance - September 30, 2017		81,548		$	815		$	690,204		$	354,123		$	(34,049	)	$	3,140	$	1,014,233

	Common Stock						Paid-In			Retained			Unearned ESOP			Accumulated Other Comprehensive
	Shares			Amount			Capital			Earnings			Shares			Income		Total
Balance - June 30, 2018		99,626		$	996		$	922,711		$	359,096		$	(32,590	)	$	18,535	$	1,268,748

Net income		-			-			-			11,146			-			-		11,146
Other comprehensive income, net of income tax expense		-			-			-			-			-			283		283
ESOP shares committed to be released (50 shares)		-			-			202			-			486			-		688
Stock option expense		-			-			500			-			-			-		500
Share repurchases		(1,957	)		(19	)		(26,897	)		-			-			-		(26,916	)
Issuance of shares under stock benefit plans		85			1			(1	)		-			-			-		-
Restricted stock plan shares earned (70 shares)		-			-			1,036			-			-			-		1,036
Cash dividends declared ($0.20 per common share)		-			-			-			(19,404	)		-			-		(19,404	)

Balance - September 30, 2018		97,754		$	978		$	897,551		$	350,838		$	(32,104	)	$	18,818	$	1,236,081

	Three Months Ended
	September 30,
	2018			2017
Cash Flows from Operating Activities:
Net income	$	11,146		$	5,232
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment		1,017			726
Net (accretion) amortization of premiums, discounts and loan fees and costs		(2,651	)		1,201
Deferred income taxes and valuation allowance		1,006			785
Amortization of intangible assets		278			31
Accretion of benefit plans’ unrecognized net gain		(47	)		(72	)
Provision for loan losses		2,100			630
Loss on write-down and sales of other real estate owned		50			109
Loans originated for sale		(12,209	)		(21,902	)
Proceeds from sale of mortgage loans held-for-sale		11,683			22,999
Gain on sale of mortgage loans held-for-sale, net		(114	)		(213	)
Proceeds from sale of SBA loans		215			1,264
Realized gain on sale of SBA loans		(18	)		(118	)
Realized (gain) loss on disposition of premises and equipment		(6	)		8
Increase in cash surrender value of bank owned life insurance		(1,594	)		(1,267	)
ESOP, stock option plan and restricted stock plan expenses		2,224			2,354
Increase in interest receivable		(945	)		(775	)
Decrease (increase) in other assets		2,737			(1,338	)
Increase in interest payable		1,340			69
Decrease in other liabilities		(2,541	)		(3,436	)
Net Cash Provided by Operating Activities		13,671			6,287

Cash Flows from Investing Activities:
Purchases of:
Investment securities available for sale		-			(39,999	)
Investment securities held to maturity		(38,376	)		(1,628	)
Proceeds from:
Repayments/calls/maturities of investment securities available for sale		17,609			18,943
Repayments/calls/maturities of investment securities held to maturity		25,057			11,609
Purchase of loans		(21,412	)		(13,795	)
Net increase in loans receivable		(134,896	)		(4,120	)
Additions to premises and equipment		(2,423	)		(1,281	)
Proceeds from cash settlement of premises and equipment		17			-
Purchase of FHLB stock		(9,000	)		(2,070	)
Redemption of FHLB stock		1,576			2,913
Net Cash Used in Investing Activities	$	(161,848	)	$	(29,428	)

	Three Months Ended
	September 30,
	2018			2017
Cash Flows from Financing Activities:
Net (decrease) increase in deposits	$	(118,143	)		23,141
Repayment of term FHLB advances		(585,028	)		(625,027	)
Proceeds from term FHLB advances		750,000			625,000
Net increase in other short-term borrowings		55,078			2,349
Net (decrease) increase in advance payments by borrowers for taxes		(7,401	)		1,076
Repurchase and cancellation of common stock of Kearny Financial Corp.		(26,916	)		(40,482	)
Dividends paid		(3,791	)		(2,330	)
Net Cash Provided by (Used in) Financing Activities		63,799			(16,273	)
Net Decrease in Cash and Cash Equivalents		(84,378	)		(39,414	)
Cash and Cash Equivalents - Beginning		128,864			78,237
Cash and Cash Equivalents - Ending	$	44,486		$	38,823

Supplemental Disclosures of Cash Flows Information:
Cash paid during the period for:
Income taxes, net of refunds	$	(241	)	$	4,468
Interest	$	16,686		$	10,713

Non-cash investing and financing activities:
Acquisition of other real estate owned in settlement of loans	$	-		$	901

The unaudited consolidated financial statements include the accounts of Kearny Financial Corp. (the “Company”), its wholly-owned subsidiary, Kearny Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries, CJB Investment Corp. and KFS Financial Services, Inc. and its wholly-owned subsidiary, KFS Insurance Services, Inc. The Company conducts its business principally through the Bank. Management prepared the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), including the elimination of all significant inter-company accounts and transactions during consolidation.

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, income, comprehensive income, changes in stockholders’ equity and cash flows in conformity with GAAP. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the unaudited consolidated financial statements have been included. The results of operations for the three-month period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other period.

The data in the consolidated statement of financial condition for June 30, 2018 was derived from the Company’s 2018 Annual Report on Form 10-K. That data, along with the interim unaudited financial information presented in the consolidated statements of financial condition, income, comprehensive income, changes in stockholders’ equity and cash flows should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s 2018 Annual Report on Form 10-K.

Basic EPS is based on the weighted average number of common shares actually outstanding including both vested and unvested restricted stock awards adjusted for Employee Stock Ownership Plan (“ESOP”) shares not yet committed to be released. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as outstanding stock options, were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Diluted EPS is calculated by adjusting the weighted average number of shares of common stock outstanding to include the effect of contracts or securities exercisable or which could be converted into common stock, if dilutive, using the treasury stock method. Shares issued and reacquired during any period are weighted for the portion of the period they were outstanding.

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations:

	Three Months Ended
	September 30, 2018
	Income (Numerator)		Shares (Denominator)		Per Share Amount
	(In Thousands, Except Per Share Data)

Net income	$	11,146
Basic earnings per share, income available to common stockholders	$	11,146		95,127	$	0.12
Effect of dilutive securities:
Stock options				54
	$	11,146		95,181	$	0.12

	Three Months Ended
	September 30, 2017
	Income (Numerator)		Shares (Denominator)		Per Share Amount
	(In Thousands, Except Per Share Data)

Net income	$	5,232
Basic earnings per share, income available to common stockholders	$	5,232		79,649	$	0.07
Effect of dilutive securities:
Stock options				59
	$	5,232		79,708	$	0.07

During the three months ended September 30, 2018 and September 30, 2017, the average number of options which were considered anti-dilutive totaled approximately 3,270,000 and 3,290,000, respectively.

The Company has evaluated events and transactions occurring subsequent to the statement of financial condition date of September 30, 2018, for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date this document was filed.

On April 2, 2018, the Company completed its acquisition of Clifton Bancorp Inc. (“Clifton”), the parent company of Clifton Savings Bank, a federally chartered stock savings bank. In conjunction with the acquisition, the Company acquired assets with aggregate fair values totaling $1.61 billion including loans and securities with fair values of $1.12 billion and $326.9 million, respectively. The Company assumed liabilities with aggregate fair values totaling $1.38 billion in conjunction with the Clifton acquisition including deposits and borrowings with fair values of $949.8 million and $414.1 million, respectively.

Merger consideration associated with the acquisition totaled $333.9 million and primarily comprised 25.4 million shares of the Company’s common stock valued at $330.7 million that were issued to Clifton stockholders to reflect an exchange of 1.191 of Company shares for each outstanding share of Clifton common stock at the time of closing. Merger consideration also included $3.2 million in cash distributed to eligible holders of outstanding options to purchase Clifton stock as well as cash distributed to Clifton stockholders for the settlement of fractional shares. The amount by which merger consideration exceeds the fair value of net assets acquired resulted in the Company’s recognition of $102.3 million in goodwill associated with the Clifton acquisition.

The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible were recorded at their fair values as of April 2, 2018 based on management’s best estimate using the information available as of the merger date. The application of the acquisition method of accounting resulted in the recognition of goodwill of $102.3 million and a core deposit intangible of $6.4 million. Accounting guidance provides that an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period, which runs through April 2, 2019, in the measurement period in which the adjustment amounts are determined. The acquirer must record in the financial statements, the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the changes to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The Company is preparing tax returns related to the operation of the combined entities through June 30, 2018 and, due to state apportionment factors, believes certain adjustments to income tax balances and goodwill may result upon completion of these returns. No adjustments were made during the three months ended September 30, 2018.

The following table presents selected unaudited pro forma financial information reflecting the Clifton merger assuming it was completed as of July 1, 2017. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial results of the combined companies had the Clifton merger actually been completed at the beginning of the period presented, nor does it indicate future results for any other interim or full year period.

The unaudited supplemental pro forma information for the three months ended September 30, 2017 set forth below reflects adjustments related to (a) purchase accounting fair value adjustments; (b) amortization of core deposit and other intangibles; and (c) adjustments to interest income and expense due to amortization of premiums and accretion of discounts.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The ASU requires all lessees to recognize a lease liability and right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date for leases classified as operating leases or finance leases. This update also requires new quantitative disclosures related to leases in the Company’s consolidated financial statements. There are practical expedients in this update that relate to leases that commenced before the effective date, initial direct costs and the use of hindsight to extend or terminate a lease or purchase the lease asset. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period, with early adoption permitted. A modified retrospective approach must be applied for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, to correct inconsistencies in the guidance under Topic 842 and clarifies how to apply certain provisions of the leases standard. ASU 2018-10 includes sixteen narrow amendments and clarifications to guidance in Topic 842, including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. The effective date and transition requirements are consistent with those under ASU 2016-02. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, to reduce costs for entities in adopting ASU 2016-02, “Leases (Topic 842).” This ASU provides an optional transition method for adopting the new leases guidance in Topic 842 that will eliminate comparative period reporting under the new guidance in the year of adoption. Under the optional transition method, only the most recent period presented will reflect the adoption of Topic 842 with a cumulative-effect adjustment to the opening balance of retained earnings, and the comparative prior periods will be reported under the previous guidance in Topic 840. Also, the ASU offers lessors a practical expedient that mirrors the practical expedient already provided to lessees in ASU 2016-02, “Leases (Topic 842).” The new practical expedient will allow lessors to elect, by class of underlying asset, to not separate non-lease components from the associated lease component when specified conditions are met. The practical expedient must be applied consistently for all lease contracts. The effective date and transition requirements for lessors electing the practical expedient for separating components of a contract are the same as the requirements for Topic 842 issued in ASU 2016-02. The Company continues to evaluate the impact of the above noted guidance, including determining whether other contracts exist that are deemed to be in scope. As such, no final conclusions have been reached regarding the potential impact of adoption on the Company’s consolidated financial statements and regulatory capital and risk-weighted assets; however, at this time the Company does not expect the amendment to have a material impact on its results of operations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (“CECL”) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument.

The ASU also replaces the current accounting model for purchased credit impaired loans and debt securities. The allowance for credit losses for purchased financial assets with a more-than insignificant amount of credit deterioration since origination (“PCD assets”), should be determined in a similar manner to other financial assets measured on an amortized cost basis. However, upon initial recognition, the allowance for credit losses is added to the purchase price (“gross up approach”) to determine the initial amortized cost basis. The subsequent accounting for PCD financial assets is the same expected loss model described above.

Further, the ASU made certain targeted amendments to the existing impairment model for available-for-sale (“AFS”) debt securities. For an AFS debt security for which there is neither the intent nor a more-likely-than-not requirement to sell, an entity will record credit losses as an allowance rather than a write-down of the amortized cost basis.

For public business entities that are SEC filers, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e. modified retrospective approach). The Company has selected a third party firm to assist in the development of a CECL program, and has selected a software model to assist in the calculation of the allowance for loan losses in preparation for the change to the expected loss model. The Company is continuing its evaluation of this ASU including the potential impact on its consolidated financial statements. The extent of change is indeterminable at this time as it will be dependent upon portfolio composition and credit quality at the adoption date, as well as economic conditions and forecasts at that time. Upon adoption, any impact to the allowance for credit losses, currently allowance for loan and lease losses, will have an offsetting impact on retained earnings.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies subsequent measurement of goodwill by eliminating Step 2 of the impairment test while retaining the option to perform the qualitative assessment for a reporting unit to determine whether the quantitative impairment test is necessary. The ASU also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. For public entities, ASU 2017-04 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment testing dates beginning after January 1, 2017. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20), to amend the amortization period to the earliest call date for purchased callable debt securities held at a premium. Previously, GAAP generally required an investor to amortize the premium on a callable debt security as a component of interest income over the contractual life of the instrument (i.e., yield-to-maturity amortization) even when the issuer was certain to exercise the call option at an earlier date. This resulted in the investor recording a loss equal to the unamortized premium when the call option was exercised by the issuer. For public entities, ASU 2017-08 becomes effective for fiscal years beginning after December 15, 2018 including interim periods within those years. The Company adopted this ASU on October 1, 2018 and there was no material impact upon adoption.

The amortized cost, gross unrealized gains and losses and fair values of debt and mortgage-backed securities available for sale at September 30, 2018 and June 30, 2018 and stratification by contractual maturity of debt securities available for sale at September 30, 2018 are presented below:

	September 30, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Thousands)
Securities available for sale:
Debt securities:
U.S. agency securities	$	4,165	$	-	$	95	$	4,070
Obligations of state and political subdivisions		26,786		1		880		25,907
Asset-backed securities		179,631		2,876		117		182,390
Collateralized loan obligations		216,758		13		1,202		215,569
Corporate bonds		147,926		551		666		147,811
Trust preferred securities		3,967		-		173		3,794
Total debt securities		579,233		3,441		3,133		579,541

Mortgage-backed securities:
Collateralized mortgage obligations:
Federal Home Loan Mortgage Corporation		7,731		-		401		7,330
Federal National Mortgage Association		16,888		-		1,121		15,767
Total collateralized mortgage obligations		24,619		-		1,522		23,097

Mortgage pass-through securities:
Residential pass-through securities:
Federal Home Loan Mortgage Corporation		74,471		1		3,246		71,226
Federal National Mortgage Association		25,360		-		791		24,569
Total residential pass-through securities		99,831		1		4,037		95,795

Commercial pass-through securities:
Federal National Mortgage Association		7,905		-		98		7,807
Total commercial pass-through securities		7,905		-		98		7,807

Total mortgage-backed securities		132,355		1		5,657		126,699

Total securities available for sale	$	711,588	$	3,442	$	8,790	$	706,240

	June 30, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Thousands)
Securities available for sale:
Debt securities:
U.S. agency securities	$	4,474	$	-	$	63	$	4,411
Obligations of state and political subdivisions		26,793		4		709		26,088
Asset-backed securities		179,959		2,795		134		182,620
Collateralized loan obligations		226,881		99		914		226,066
Corporate bonds		147,925		463		794		147,594
Trust preferred securities		3,967		-		184		3,783
Total debt securities		589,999		3,361		2,798		590,562

Mortgage-backed securities:
Collateralized mortgage obligations:
Federal Home Loan Mortgage Corporation		8,032		-		347		7,685
Federal National Mortgage Association		17,619		-		1,012		16,607
Total collateralized mortgage obligations		25,651		-		1,359		24,292

Mortgage pass-through securities:
Residential pass-through securities:
Federal Home Loan Mortgage Corporation		78,639		19		2,868		75,790
Federal National Mortgage Association		27,171		24		626		26,569
Total residential pass-through securities		105,810		43		3,494		102,359

Commercial pass-through securities:
Federal National Mortgage Association		7,946		-		74		7,872
Total commercial pass-through securities		7,946		-		74		7,872

Total mortgage-backed securities		139,407		43		4,927		134,523

Total securities available for sale	$	729,406	$	3,404	$	7,725	$	725,085

There were no sales of securities available for sale during the three months ended September 30, 2018 and September 30, 2017.

At September 30, 2018 and June 30, 2018, securities available for sale with carrying values of approximately $40.2 million and $42.6 million, respectively, were utilized as collateral for borrowings through the FHLB of New York. As of those same dates, securities available for sale with total carrying values of approximately $5.8 million and $6.2, respectively, were pledged to secure public funds on deposit. At September 30, 2018 and June 30, 2018, securities available for sale with carrying values of approximately $42.9 million and $43.0 million, respectively, were utilized as collateral for potential borrowings through the Federal Reserve Bank of New York. As of those same dates, securities available for sale with total carrying values of approximately $12.1 million and $12.8 million, respectively, were utilized as collateral for depositor sweep accounts.

The amortized cost, gross unrecognized gains and losses and fair values of debt and mortgage-backed securities held to maturity at September 30, 2018 and June 30, 2018 and stratification by contractual maturity of debt securities held to maturity at September 30, 2018 are presented below:

	September 30, 2018
	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
	(In Thousands)
Securities held to maturity:
Debt securities:
Obligations of state and political subdivisions	$	109,061	$	28	$	2,473	$	106,616
Subordinated debt		46,275		41		585		45,731
Total debt securities		155,336		69		3,058		152,347

Mortgage-backed securities:
Collateralized mortgage obligations:
Government National Mortgage Association		20,349		-		838		19,511
Federal Home Loan Mortgage Corporation		10,595		-		505		10,090
Federal National Mortgage Association		23,173		5		335		22,843
Non-agency securities		13		-		-		13
Total collateralized mortgage obligations		54,130		5		1,678		52,457

Mortgage pass-through securities:
Residential pass-through securities:
Government National Mortgage Association		2,391		-		38		2,353
Federal Home Loan Mortgage Corporation		34,646		1		1,016		33,631
Federal National Mortgage Association		153,775		10		4,241		149,544
Total residential pass-through securities		190,812		11		5,295		185,528

Commercial pass-through securities:
Government National Mortgage Association		70,084		-		605		69,479
Federal National Mortgage Association		132,476		-		3,157		129,319
Total commercial pass-through securities		202,560		-		3,762		198,798

Total mortgage-backed securities		447,502		16		10,735		436,783

Total securities held to maturity	$	602,838	$	85	$	13,793	$	589,130

	June 30, 2018
	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
	(In Thousands)
Securities held to maturity:
Debt securities:
Obligations of state and political subdivisions	$	109,483	$	79	$	1,865	$	107,697
Subordinated debt		46,294		37		284		46,047
Total debt securities		155,777		116		2,149		153,744

Mortgage-backed securities:
Collateralized mortgage obligations:
Government National Mortgage Association		21,045		-		671		20,374
Federal Home Loan Mortgage Corporation		11,563		-		503		11,060
Federal National Mortgage Association		24,263		6		174		24,095
Non-agency securities		15		-		-		15
Total collateralized mortgage obligations		56,886		6		1,348		55,544

Mortgage pass-through securities:
Residential pass-through securities:
Government National Mortgage Association		2,553		-		15		2,538
Federal Home Loan Mortgage Corporation		37,074		1		950		36,125
Federal National Mortgage Association		160,995		18		3,040		157,973
Total residential pass-through securities		200,622		19		4,005		196,636

Commercial pass-through securities:
Government National Mortgage Association		32,149		-		205		31,944
Federal National Mortgage Association		144,296		-		2,665		141,631
Total commercial pass-through securities		176,445		-		2,870		173,575

Total mortgage-backed securities		433,953		25		8,223		425,755

Total securities held to maturity	$	589,730	$	141	$	10,372	$	579,499

There were no sales of securities held to maturity during the three months ended September 30, 2018 and September 30, 2017.

At September 30, 2018 and June 30, 2018, securities held to maturity with carrying values of approximately $131.9 million and $142.6 million, respectively, were utilized as collateral for borrowings from the FHLB of New York. As of those same dates, securities held to maturity with total carrying values of approximately $7.6 million, respectively, were pledged to secure public funds on deposit. At September 30, 2018 and June 30, 2018, securities held to maturity with carrying values of approximately $106.8 million and $107.5 million, respectively, were utilized as collateral for potential borrowings from the Federal Reserve Bank of New York. As of those same dates, securities held to maturity with carrying values of approximately $25.3 million and $26.0 million, respectively, were utilized as collateral for depositor sweep accounts.

The following two tables summarize the fair values and gross unrealized and unrecognized losses within the available for sale and held to maturity portfolios at September 30, 2018 and June 30, 2018. The gross unrealized and unrecognized losses, presented by security type, represent temporary impairments of value within each portfolio as of the dates presented. Temporary impairments within the available for sale portfolio have been recognized through other comprehensive income as reductions in stockholders’ equity on a tax-effected basis.

The tables are followed by a discussion that summarizes the Company’s rationale for recognizing impairments, where applicable, as “temporary” versus those identified as “other-than-temporary”. Such rationale is presented by investment type and generally applies consistently to both the available for sale and held to maturity portfolios, except where specifically noted.

	September 30, 2018
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In Thousands)
Securities Available for Sale:
U.S. agency securities	$	2,428	$	77	$	1,642	$	18	$	4,070	$	95
Obligations of state and political subdivisions		13,760		281		11,652		599		25,412		880
Asset-backed securities		-		-		14,924		117		14,924		117
Collateralized loan obligations		159,011		916		39,776		286		198,787		1,202
Corporate bonds		5,031		4		64,314		662		69,345		666
Trust preferred securities		-		-		2,794		173		2,794		173
Collateralized mortgage obligations		3,319		113		19,778		1,409		23,097		1,522
Residential pass-through securities		34,142		650		61,427		3,387		95,569		4,037
Commercial pass-through securities		3,848		90		3,959		8		7,807		98

Total	$	221,539	$	2,131	$	220,266	$	6,659	$	441,805	$	8,790

	June 30, 2018
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In Thousands)
Securities Available for Sale:
U.S. agency securities	$	2,579	$	43	$	1,832	$	20	$	4,411	$	63
Obligations of state and political subdivisions		24,443		672		540		37		24,983		709
Asset-backed securities		-		-		24,728		134		24,728		134
Collateralized loan obligations		189,258		914		-		-		189,258		914
Corporate bonds		5,035		4		64,184		790		69,219		794
Trust preferred securities		-		-		2,783		184		2,783		184
Collateralized mortgage obligations		4,635		135		19,658		1,224		24,293		1,359
Residential pass-through securities		63,889		1,921		26,697		1,573		90,586		3,494
Commercial pass-through securities		3,890		66		3,982		8		7,872		74

Total	$	293,729	$	3,755	$	144,404	$	3,970	$	438,133	$	7,725

The number of available for sale securities with unrealized losses at September 30, 2018 totaled 139 and included nine U.S. agency securities, 67 municipal obligations, two asset-backed securities, 20 collateralized loan obligations, six corporate obligations, two trust preferred securities, seven collateralized mortgage obligations, 24 residential pass-through securities and two commercial pass-through securities. The number of available for sale securities with unrealized losses at June 30, 2018 totaled 132 and included nine U.S. agency securities, 65 municipal obligations, three asset-backed securities, 19 collateralized loan obligations, six corporate obligations, two trust preferred securities, seven collateralized mortgage obligations, 19 residential pass-through securities and two commercial pass-through securities.

	September 30, 2018
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses
	(In Thousands)
Securities Held to Maturity:
Obligations of state and political subdivisions	$	77,004	$	1,500	$	21,485	$	973	$	98,489	$	2,473
Subordinated debt		25,690		585		-		-		25,690		585
Collateralized mortgage obligations		40,708		1,077		11,652		601		52,360		1,678
Residential pass-through securities		94,502		2,205		90,533		3,090		185,035		5,295
Commercial pass-through securities		187,363		3,399		11,435		363		198,798		3,762

Total	$	425,267	$	8,766	$	135,105	$	5,027	$	560,372	$	13,793

	June 30, 2018
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses		Fair Value		Unrecognized Losses
	(In Thousands)
Securities Held to Maturity:
Obligations of state and political subdivisions	$	86,678	$	1,662	$	3,151	$	203	$	89,829	$	1,865
Subordinated debt		41,010		284		-		-		41,010		284
Collateralized mortgage obligations		42,712		753		12,730		595		55,442		1,348
Residential pass-through securities		133,859		2,258		61,760		1,747		195,619		4,005
Commercial pass-through securities		172,382		2,867		1,191		3		173,573		2,870

Total	$	476,641	$	7,824	$	78,832	$	2,548	$	555,473	$	10,372

The number of held to maturity securities with unrecognized losses at September 30, 2018 totaled 393 and included 210 municipal obligations, six subordinated debt securities, eight collateralized mortgage obligations, 133 residential pass-through securities and 36 commercial pass-through securities. The number of held to maturity securities with unrecognized losses at June 30, 2018 totaled 371 and included 190 municipal obligations, seven subordinated debt securities, eight collateralized mortgage obligations, 131 residential pass-through securities and 35 commercial pass-through securities.

In general, if the fair value of a debt security is less than its amortized cost basis at the time of evaluation, the security is impaired and the impairment is to be evaluated to determine if it is other than temporary. The Company evaluates the impaired securities in its portfolio for possible other than temporary impairment (“OTTI”) on at least a quarterly basis. The following represents the circumstances under which an impaired security is determined to be other-than-temporarily impaired: (i) when the Company intends to sell the impaired debt security; (ii) when the Company more likely than not will be required to sell the impaired debt security before recovery of its amortized cost; or (iii) when an impaired debt security does not meet either of the two conditions above, but the Company does not expect to recover the entire amortized cost of the security.

In the first two circumstances noted above, the amount of OTTI to be recognized in earnings is the entire difference between the security’s amortized cost basis and its fair value at the balance sheet date. In the third circumstance, however, the OTTI is to be separated into the amount representing the credit loss from the amount related to all other factors. The credit loss component is to be recognized in earnings while the non-credit loss component is to be recognized in other comprehensive income. In these cases, OTTI is generally predicated on an adverse change in cash flows versus those expected at the time of purchase. The absence of an adverse change in expected cash flows generally indicates that a security’s impairment is related to other non-credit loss factors and is thereby generally not recognized as OTTI.

The Company considers a variety of factors when determining whether a credit loss exists for an impaired security including, but not limited to (i) the length of time and the extent to which the fair value has been less than the amortized cost basis; (ii) adverse conditions specifically related to the security, an industry, or a geographic area; (iii) the historical and implied volatility of the fair value of the security; (iv) the payment structure of the debt security; (v) actual or expected failure of the issuer of the security to make scheduled interest or principal payments; (vi) changes to the rating of the security by external rating agencies; and (vii) recoveries or additional declines in fair value subsequent to the balance sheet date. The Company regularly monitors the historical cash flows and financial strength of all issuers and/or guarantors to confirm that security impairment, where applicable, is not due to an actual or expected adverse change in security cash flows that would result in the recognition of credit-related OTTI.

The unrealized and unrecognized losses on the Company’s securities are due to the combined effects of several market-related factors including, most notably, changes in market interest rates and changing market conditions which affect the supply and demand for such securities. Those market conditions may fluctuate over time resulting in certain securities being impaired for periods in excess of 12 months. However, the longevity of such impairment is not necessarily reflective of an expectation for an adverse change in cash flows signifying a credit loss. Consequently, the impairments of value resulting directly from these changing market conditions are considered non-credit related and temporary in nature.

The Company has the stated ability and intent to “hold until forecasted recovery” those securities so designated at September 30, 2018 and does not intend to sell the temporarily impaired available for sale securities prior to the recovery of their fair value to a level equal to or greater than the Company’s amortized cost. Furthermore, the Company has concluded that the possibility of being required to sell the securities prior to their anticipated recovery is unlikely. In light of the factors noted above, the Company does not consider its balance of securities with unrealized and unrecognized losses at September 30, 2018 and June 30, 2018, to be other-than-temporarily impaired as of those dates.

Acquired Credit-Impaired Loans. At September 30, 2018, the remaining outstanding principal balance and carrying amount of acquired credit-impaired loans totaled approximately $584,000 and $359,000, respectively. By comparison, at June 30, 2018, the remaining outstanding principal balance and carrying amount of acquired credit-impaired loans totaled approximately $586,000 and $368,000, respectively.

The carrying amount of acquired credit-impaired loans for which interest is not being recognized due to the uncertainty of the cash flows relating to such loans totaled $336,000 and $346,000 at September 30, 2018 and June 30, 2018, respectively.

There were no valuation allowances for specifically identified impairment attributable to acquired credit-impaired loans at September 30, 2018 and June 30, 2018, respectively.

The following table presents the changes in the accretable yield relating to the acquired credit-impaired loans for the three months ended September 30, 2018 and September 30, 2017.

Residential Mortgage Loans in Foreclosure. We may obtain physical possession of one- to four-family real estate collateralizing a residential mortgage loan via foreclosure or through an in-substance repossession. As of September 30, 2018, we held four single-family properties in other real estate owned with an aggregate carrying value of $674,000 that were acquired through foreclosures on residential mortgage loans. As of that same date, we held 18 residential mortgage loans with aggregate carrying values totaling $3.3 million which were in the process of foreclosure. By comparison, as of June 30, 2018, we held four single-family properties in other real estate owned with an aggregate carrying value of $725,000 that were acquired through foreclosures on residential mortgage loans. As of that same date, we held 14 residential mortgage loans with aggregate carrying values totaling $2.3 million which were in the process of foreclosure.

Loan Quality. The following tables present the balance of the allowance for loan losses at September 30, 2018 and June 30, 2018 based upon the calculation methodology as described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. The tables identify the valuation allowances attributable to specifically identified impairments on individually evaluated loans, including those acquired with deteriorated credit quality, as well as valuation allowances for impairments on loans evaluated collectively. The tables include the underlying balance of loans receivable applicable to each category as of those dates as well as the activity in the allowance for loan losses for the three months ended September 30, 2018 and September 30, 2017. Unless otherwise noted, the balance of loans reported in the tables below excludes yield adjustments and the allowance for loan loss.

Allowance for Loan Losses and Loans Receivable
At September 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
Balance of allowance for loan losses:
Loans acquired with deteriorated credit quality	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Loans individually evaluated for impairment		36		-		-		-		327		-		-		363
Loans collectively evaluated for impairment		2,558		16,317		9,945		293		2,476		434		345		32,368

Total allowance for loan losses	$	2,594	$	16,317	$	9,945	$	293	$	2,803	$	434	$	345	$	32,731

Allowance for Loan Losses and Loans Receivable
At September 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
Balance of loans receivable:

Loans acquired with deteriorated credit quality	$	96	$	-	$	-	$	-	$	263	$	-	$	-	$	359
Loans individually evaluated for impairment		12,685		100		8,139		-		2,495		1,634		-		25,053
Loans collectively evaluated for impairment		1,290,468		1,898,731		1,307,140		26,581		75,559		91,839		7,560		4,697,878

Total loans	$	1,303,249	$	1,898,831	$	1,315,279	$	26,581	$	78,317	$	93,473	$	7,560	$	4,723,290
Unaccreted yield adjustments																(62,783	)
Loans receivable, net of yield adjustments															$	4,660,507

Allowance for Loan Losses and Loans Receivable
Three Months Ended September 30, 2018

	Residential Mortgage			Multi-Family Mortgage		Non- Residential Mortgage			Construction		Commercial Business			Home Equity Loans		Other Consumer			Total
	(In Thousands)
Changes in the allowance for loan losses for the three months ended September 30, 2018:

At June 30, 2018:	$	2,479		$	14,946	$	9,787		$	258	$	2,552		$	430	$	413		$	30,865

Total charge offs		(82	)		-		(54	)		-		(19	)		-		(107	)		(262	)
Total recoveries		-			-		1			-		-			-		27			28
Total provisions		197			1,371		211			35		270			4		12			2,100

Total allowance for loan losses	$	2,594		$	16,317	$	9,945		$	293	$	2,803		$	434	$	345		$	32,731

Allowance for Loan Losses and Loans Receivable
Three Months Ended September 30, 2017

	Residential Mortgage			Multi-Family Mortgage			Non- Residential Mortgage			Construction		Commercial Business			Home Equity Loans			Other Consumer			Total
	(In Thousands)
Changes in the allowance for loan losses for the three months ended September 30, 2017:

At June 30, 2017:	$	2,384		$	13,941		$	9,939		$	35	$	1,709		$	501		$	777		$	29,286

Total charge offs		(267	)		-			(38	)		-		(6	)		-			(297	)		(608	)
Total recoveries		20			-			-			-		34			65			18			137
Total provisions		364			(134	)		(8	)		54		211			(96	)		239			630

Total allowance for loan losses	$	2,501		$	13,807		$	9,893		$	89	$	1,948		$	470		$	737		$	29,445

Allowance for Loan Losses and Loans Receivable
At June 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
Balance of allowance for loan losses:

Loans acquired with deteriorated credit quality	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Loans individually evaluated for impairment		79		-		-		-		227		-		-		306
Loans collectively evaluated for impairment		2,400		14,946		9,787		258		2,325		430		413		30,559

Total allowance for loan losses	$	2,479	$	14,946	$	9,787	$	258	$	2,552	$	430	$	413	$	30,865

Allowance for Loan Losses and Loans Receivable
At June 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
Balance of loans receivable:

Loans acquired with deteriorated credit quality	$	99	$	-	$	-	$	-	$	269	$	-	$	-		368
Loans individually evaluated for impairment		11,931		116		5,344		-		3,921		1,601		-		22,913
Loans collectively evaluated for impairment		1,285,423		1,758,468		1,297,617		23,271		81,635		89,160		9,060		4,544,634

Total loans	$	1,297,453	$	1,758,584	$	1,302,961	$	23,271	$	85,825	$	90,761	$	9,060	$	4,567,915
Unaccreted yield adjustments																(66,567	)
Loans receivable, net of yield adjustments															$	4,501,348

The following tables present key indicators of credit quality regarding the Company’s loan portfolio based upon loan classification and contractual payment status at September 30, 2018 and June 30, 2018 based upon the methodology for identifying and reporting such loans as described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018.

Credit-Rating Classification of Loans Receivable
At September 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
Non-classified	$	1,287,888	$	1,898,731	$	1,302,611	$	26,581	$	72,050	$	91,588	$	7,505	$	4,686,954
Classified:
Special Mention		490		-		-		-		2,840		25		34		3,389
Substandard		14,871		100		12,668		-		3,327		1,860		20		32,846
Doubtful		-		-		-		-		100		-		1		101
Loss		-		-		-		-		-		-		-		-
Total classified loans		15,361		100		12,668		-		6,267		1,885		55		36,336

Total loans	$	1,303,249	$	1,898,831	$	1,315,279	$	26,581	$	78,317	$	93,473	$	7,560	$	4,723,290

Credit-Rating Classification of Loans Receivable
At June 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
Non-classified	$	1,283,040	$	1,758,468	$	1,295,076	$	23,271	$	80,947	$	88,831	$	8,937	$	4,538,570
Classified:
Special Mention		493		-		-		-		13		25		61		592
Substandard		13,920		116		7,885		-		4,865		1,905		61		28,752
Doubtful		-		-		-		-		-		-		1		1
Loss		-		-		-		-		-		-		-		-
Total classified loans		14,413		116		7,885		-		4,878		1,930		123		29,345

Total loans	$	1,297,453	$	1,758,584	$	1,302,961	$	23,271	$	85,825	$	90,761	$	9,060	$	4,567,915

Contractual Payment Status of Loans Receivable
At September 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
Current	$	1,294,489	$	1,898,831	$	1,312,982	$	26,581	$	77,174	$	92,976	$	7,506	$	4,710,539
Past due:
30-59 days		2,782		-		-		-		402		101		1		3,286
60-89 days		1,008		-		-		-		50		92		34		1,184
90+ days		4,970		-		2,297		-		691		304		19		8,281
Total past due		8,760		-		2,297		-		1,143		497		54		12,751

Total loans	$	1,303,249	$	1,898,831	$	1,315,279	$	26,581	$	78,317	$	93,473	$	7,560	$	4,723,290

Contractual Payment Status of Loans Receivable
At June 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
Current	$	1,290,428	$	1,758,584	$	1,300,570	$	23,271	$	85,065	$	90,375	$	8,917	$	4,557,210
Past due:
30-59 days		1,457		-		1,015		-		247		104		24		2,847
60-89 days		475		-		-		-		-		44		59		578
90+ days		5,093		-		1,376		-		513		238		60		7,280
Total past due		7,025		-		2,391		-		760		386		143		10,705

Total loans	$	1,297,453	$	1,758,584	$	1,302,961	$	23,271	$	85,825	$	90,761	$	9,060	$	4,567,915

The following tables present information relating to the Company’s nonperforming and impaired loans at September 30, 2018 and June 30, 2018 based upon the methodology for identifying and reporting such loans as described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. Loans reported as “90+ days past due accruing” in the table immediately below are also reported in the preceding contractual payment status table under the heading “90+ days past due”.

Performance Status of Loans Receivable
At September 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
Performing	$	1,293,279	$	1,898,731	$	1,307,140	$	26,581	$	77,013	$	92,513	$	7,541	$	4,702,798
Nonperforming:
90+ days past due accruing		-		-		-		-		-		-		19		19
Nonaccrual		9,970		100		8,139		-		1,304		960		-		20,473
Total nonperforming		9,970		100		8,139		-		1,304		960		19		20,492

Total loans	$	1,303,249	$	1,898,831	$	1,315,279	$	26,581	$	78,317	$	93,473	$	7,560	$	4,723,290

Performance Status of Loans Receivable
At June 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
Performing	$	1,288,261	$	1,758,468	$	1,297,621	$	23,271	$	84,587	$	89,848	$	9,000	$	4,551,056
Nonperforming:
90+ days past due accruing		-		-		-		-		-		-		60		60
Nonaccrual		9,192		116		5,340		-		1,238		913		-		16,799
Total nonperforming		9,192		116		5,340		-		1,238		913		60		16,859

Total loans	$	1,297,453	$	1,758,584	$	1,302,961	$	23,271	$	85,825	$	90,761	$	9,060	$	4,567,915

Impairment Status of Loans Receivable
At September 30, 2018

	Residential Mortgage			Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business			Home Equity Loans		Other Consumer		Total
	(In Thousands)
Carrying value of impaired loans:

Non-impaired loans	$	1,290,468		$	1,898,731	$	1,307,140	$	26,581	$	75,559		$	91,839	$	7,560	$	4,697,878
Impaired loans:
Impaired loans with no allowance for impairment		12,083			100		8,139		-		2,431			1,634		-		24,387
Impaired loans with allowance for impairment:
Recorded investment		698			-		-		-		327			-		-		1,025
Allowance for impairment		(36	)		-		-		-		(327	)		-		-		(363	)
Balance of impaired loans net of allowance for impairment		662			-		-		-		-			-		-		662
Total impaired loans, excluding allowance for impairment:		12,781			100		8,139		-		2,758			1,634		-		25,412

Total loans	$	1,303,249		$	1,898,831	$	1,315,279	$	26,581	$	78,317		$	93,473	$	7,560	$	4,723,290

Unpaid principal balance of impaired loans:
Total impaired loans	$	17,314		$	930	$	11,041	$	106	$	5,967		$	2,823	$	-	$	38,181

Impairment Status of Loans Receivable
At June 30, 2018

	Residential Mortgage			Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business			Home Equity Loans		Other Consumer		Total
	(In Thousands)
Carrying value of impaired loans:

Non-impaired loans	$	1,285,423		$	1,758,468	$	1,297,617	$	23,271	$	81,635		$	89,160	$	9,060	$	4,544,634
Impaired loans:
Impaired loans with no allowance for impairment		11,255			116		5,344		-		3,963			1,601		-		22,279
Impaired loans with allowance for impairment:
Recorded investment		775			-		-		-		227			-		-		1,002
Allowance for impairment		(79	)		-		-		-		(227	)		-		-		(306	)
Balance of impaired loans net of allowance for impairment		696			-		-		-		-			-		-		696
Total impaired loans, excluding allowance for impairment:		12,030			116		5,344		-		4,190			1,601		-		23,281

Total loans	$	1,297,453		$	1,758,584	$	1,302,961	$	23,271	$	85,825		$	90,761	$	9,060	$	4,567,915

Unpaid principal balance of impaired loans:
Total impaired loans	$	16,263		$	930	$	10,033	$	106	$	7,671		$	2,702	$	-	$	37,705

Impairment Status of Loans Receivable
Three Months Ended September 30, 2018 and 2017

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(In Thousands)
For the three months ended September 30, 2018:
Average balance of impaired loans	$	12,224	$	108	$	7,234	$	-	$	2,364	$	1,578	$	-	$	23,508
Interest earned on impaired loans	$	32	$	-	$	-	$	-	$	3	$	9	$	-	$	44

For the three months ended September 30, 2017:
Average balance of impaired loans	$	9,981	$	152	$	6,395	$	343	$	2,818	$	1,911	$	-	$	21,600
Interest earned on impaired loans	$	35	$	-	$	2	$	-	$	1	$	8	$	-	$	46

The following table presents information regarding the restructuring of the Company’s troubled debts during the three months ended September 30, 2018 and the three months ended September 30, 2017, and any defaults during those periods of troubled debt restructurings (“TDRs”) that were restructured within 12 months of the date of default.

Troubled Debt Restructurings of Loans Receivable
Three Months Ended September 30, 2018

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(Dollars in Thousands)
Troubled debt restructuring activity for the three months ended September 30, 2018:

Number of loans		1		-		1		-		5		-		-		7
Pre-modification outstanding recorded investment	$	271	$	-	$	2,957	$	-	$	1,450	$	-	$	-	$	4,678
Post-modification outstanding recorded investment		270		-		2,955		-		1,451		-		-		4,676
Charge offs against the allowance for loan loss recognized at modification		-		-		2		-		-		-		-		2

Troubled debt restructuring defaults for the three months ended September 30, 2018:

Number of loans		-		-		-		-		-		-		-		-
Outstanding recorded investment	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Troubled Debt Restructurings of Loans Receivable
Three Months Ended September 30, 2017

	Residential Mortgage		Multi-Family Mortgage		Non- Residential Mortgage		Construction		Commercial Business		Home Equity Loans		Other Consumer		Total
	(Dollars in Thousands)
Troubled debt restructuring activity for the three months ended September 30, 2017:

Number of loans		1		-		-		-		-		-		-		1
Pre-modification outstanding recorded investment	$	425	$	-	$	-	$	-	$	-	$	-	$	-	$	425
Post-modification outstanding recorded investment		367		-		-		-		-		-		-		367
Charge offs against the allowance for loan loss recognized at modification		-		-		-		-		-		-		-		-

Troubled debt restructuring defaults for the three months ended September 30, 2017:

Number of loans		-		-		-		-		-		-		-		-
Outstanding recorded investment	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

The manner in which the terms of a loan are modified through a troubled debt restructuring generally includes one or more of the following changes to the loan’s repayment terms:

	September 30, 2018						June 30, 2018
	Balance			Weighted Average Interest Rate			Balance			Weighted Average Interest Rate
	(Dollars in Thousands)
By remaining period to maturity:
Less than one year	$	916,000			2.30	%	$	741,000			2.09	%
One to two years		50,300			1.70			48,400			1.66
Two to three years		67,232			1.90			64,160			1.88
Three to four years		20,700			2.33			35,700			2.17
Four to five years		155,000			3.00			155,000			3.00
Greater than five years		132,500			2.68			132,500			2.68
Total advances		1,341,732			2.38	%		1,176,760			2.25	%
Unamortized fair value adjustments		(5,888	)					(6,616	)
Total advances, net of fair value adjustments	$	1,335,844					$	1,170,144

At September 30, 2018, FHLB advances were collateralized by the FHLB capital stock owned by the Bank and mortgage loans and securities with carrying values totaling approximately $2.86 billion and $172.1 million, respectively. At June 30, 2018, FHLB advances were collateralized by the FHLB capital stock owned by the Bank and mortgage loans and securities with carrying values totaling approximately $2.72 billion and $185.2 million, respectively.

Borrowings at September 30, 2018 and June 30, 2018 also included overnight borrowings in the form of depositor sweep accounts totaling $23.6 million and $28.5 million, respectively. Depositor sweep accounts are short term borrowings representing funds that are withdrawn from a customer’s noninterest-bearing deposit account and invested in an uninsured overnight investment account that is collateralized by specified investment securities owned by the Bank. Borrowings at September 30, 2018 also included overnight borrowings totaling $60.0 million, while there were no such borrowings at June 30, 2018.

The Company uses various financial instruments, including derivatives, to manage its exposure to interest rate risk. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to specific wholesale funding positons.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Statement of Financial Condition as of September 30, 2018 and June 30, 2018:

The Company’s objectives in using derivatives are primarily to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate products are designated as cash flow hedges. As of September 30, 2018, the Company had a total of 13 interest rate swaps with a total notional amount of $950.0 million hedging certain FHLB advances.

For derivatives designated as cash flow hedges, the gain or loss on the derivative is recorded in other comprehensive income, net of tax, and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate wholesale funding positions. During the three months ended September 30, 2018, the Company had $1.2 million of reclassifications to interest expense. During the next twelve months, the Company estimates that $8.5 million will be reclassified as a reduction in interest expense.

The table below presents the pre-tax effects of the Company’s derivative instruments on the Consolidated Statements of Income and Comprehensive Income for the three months ended September 30, 2018 and 2017:

The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives in the Consolidated Statement of Condition as of September 30, 2018 and June 30, 2018, respectively. The net amounts presented for derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Consolidated Statement of Condition.

	September 30, 2018
							Gross Amounts Not Offset
	Gross Amount Recognized		Gross Amounts Offset		Net Amounts Presented		Financial Instruments		Cash Collateral Received			Net Amount
	(In Thousands)
Assets:
Interest rate swaps	$	33,724	$	-	$	33,724	$	-	$	(35,290	)	$	(1,566	)
Total	$	33,724	$	-	$	33,724	$	-	$	(35,290	)	$	(1,566	)

							Gross Amounts Not Offset
	Gross Amount Recognized		Gross Amounts Offset		Net Amounts Presented		Financial Instruments		Cash Collateral Posted			Net Amount
	(In Thousands)
Liabilities:
Interest rate swaps	$	-	$	-	$	-	$	-	$	-		$	-
Total	$	-	$	-	$	-	$	-	$	-		$	-

	June 30, 2018
							Gross Amounts Not Offset
	Gross Amount Recognized		Gross Amounts Offset		Net Amounts Presented		Financial Instruments		Cash Collateral Received			Net Amount
	(In Thousands)
Assets:
Interest rate swaps	$	31,881	$	-	$	31,881	$	-	$	(31,620	)	$	261
Total	$	31,881	$	-	$	31,881	$	-	$	(31,620	)	$	261

							Gross Amounts Not Offset
	Gross Amount Recognized		Gross Amounts Offset		Net Amounts Presented		Financial Instruments		Cash Collateral Posted			Net Amount
	(In Thousands)
Liabilities:
Interest rate swaps	$	-	$	-	$	-	$	-	$	-		$	-
Total	$	-	$	-	$	-	$	-	$	-		$	-

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. The Company also has agreements with its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well-capitalized institution, then the Company could be required to terminate its derivative positions with the counterparty.

As required under the enforceable master netting arrangement with its derivatives counterparties, at September 30, 2018, the Company received financial collateral of $35.3 million that was not included as an offsetting amount. By comparison, at June 30, 2018, the Company received financial collateral of $31.6 million that was not included as an offsetting amount.

In addition to the derivative instruments noted above, the Company’s pipeline of loans held for sale at September 30, 2018 and June 30, 2018, included $10.0 million and $10.8 million, respectively, of in process loans whose terms included interest rate locks to borrowers, which are considered free-standing derivative instruments whose fair values are not material to our financial condition or results of operations.

The following table sets forth the aggregate net periodic benefit expense for the Bank’s Benefit Equalization Plan, Postretirement Welfare Plan, Directors’ Consultation and Retirement Plan and Atlas Bank Retirement Income Plan:

Effective July 1, 2018, the Company implemented ASU 2017-07, “Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” Under ASU 2017-07, the FASB requires employers to report the service cost component in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic benefit cost are required to be presented in the Consolidated Statements of Income separately from the service cost component. The table above details the affected line items within the Consolidated Statements of Income related to the net periodic benefit costs for the periods noted.

This ASU is also required to be applied retrospectively to all periods presented.

The following table summarizes the impact of retrospective application to the Consolidated Statements of Income for the three months ended September 30, 2017:

The following table presents a reconciliation between the reported income taxes for the periods presented and the income taxes which would be computed by applying the federal income tax rates applicable to those periods. The federal income tax rate of 21% and 35% was applicable to the three months ended September 30, 2018 and September 30, 2017, respectively. The noted decrease in the Company’s federal income tax rate reflects the impact of federal income tax reform that was codified through the passage of the Tax Cuts and Jobs Act (the “Tax Act”) on December 22, 2017.

	Three Months Ended
	September 30,
	2018				2017
	(Dollars in Thousands)
Income before income taxes	$	14,805		$	7,988
Statutory federal tax rate		21	%		35	%
Federal income tax expense at statutory rate	$	3,109		$	2,796
(Reduction) increases in income taxes resulting from:
Tax exempt interest		(149	)		(215	)
State tax, net of federal tax effect		1,205			475
Incentive stock options compensation expense		28			44
Income from bank-owned life insurance		(289	)		(444	)
Other items, net		198			100
Taxable portion of intercompany dividend		454			-
Impact of deferred tax rate adjustment		(897	)		-
Total income tax expense	$	3,659		$	2,756
Effective income tax rate		24.71	%		34.50	%

The tax effects of existing temporary differences that give rise to deferred income tax assets and liabilities are as follows:

	September 30,			June 30,
	2018				2018
	(Unaudited)
	(In Thousands)
Deferred income tax assets:
Purchase accounting	$	17,841		$	17,116
Accumulated other comprehensive income:
Defined benefit plans		254			228
Unrealized loss on securities available for sale		1,533			1,159
Unrealized loss on securities available for sale transferred to held to maturity		224			249
Allowance for loan losses		9,605			8,676
Benefit plans		1,475			1,842
Compensation		1,776			1,751
Stock-based compensation		2,608			2,050
Uncollected interest		1,062			1,018
Depreciation		-			1,169
Charitable contribution carryover		846			899
Net operating loss carryover		870			2,564
Capital loss carryforward		763			656
Other items		573			509
		39,430			39,886
Valuation allowance		(946	)		(791	)
		38,484			39,095
Deferred income tax liabilities:
Deferred costs		1,643			1,551
Accumulated other comprehensive income:
Derivatives		9,948			8,961
Goodwill		4,578			4,385
Other items		179			444
		16,348			15,341
Net deferred income tax asset	$	22,136		$	23,754

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments”. This guidance amends existing guidance to improve accounting standards for financial instruments including clarification and simplification of accounting and disclosure requirements and the requirement for public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The Company adopted the guidance effective July 1, 2018. Upon adoption, the fair value of the Company’s loan portfolio is now presented using an exit price method.

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:

The following methods and significant assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a recurring basis at September 30, 2018 and June 30, 2018:

The majority of the Company’s available for sale investment securities are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things. From time to time, the Company validates prices supplied by the independent pricing service by comparison to prices obtained from third-party sources or derived using internal models.

The Company held one trust preferred security whose fair value of $1.0 million at September 30, 2018 was determined using Level 3 inputs. For the periods ended September 30, 2018 and June 30, 2018, management has been unable to obtain a market quote for this security. Consequently, the security’s fair value as reported at September 30, 2018 and June 30, 2018, is based upon the present value of expected future cash flows assuming the security continues to meet all of its payment obligations and utilizing a discount rate based upon the security’s contractual interest rate.

The Company has contracted with a third party vendor to provide periodic valuations for its interest rate derivatives to determine the fair value of its interest rate caps and swaps. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives such as discounted cash flow analysis and extensions of the Black-Scholes model. Such valuations are based upon readily observable market data and are therefore considered Level 2 valuations by the Company.

	September 30, 2018
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Assets:
Debt securities available for sale:
U.S. agency securities	$	-	$	4,070	$	-	$	4,070
Obligations of state and political subdivisions		-		25,907		-		25,907
Asset-backed securities		-		182,390		-		182,390
Collateralized loan obligations		-		215,569		-		215,569
Corporate bonds		-		147,811		-		147,811
Trust preferred securities		-		2,794		1,000		3,794
Total debt securities		-		578,541		1,000		579,541

Mortgage-backed securities available for sale:
Collateralized mortgage obligations		-		23,097		-		23,097
Residential pass-through securities		-		95,795		-		95,795
Commercial pass-through securities		-		7,807		-		7,807
Total mortgage-backed securities		-		126,699		-		126,699
Total securities available for sale	$	-	$	705,240	$	1,000	$	706,240
Interest rate swaps		-		33,724		-		33,724

Total assets	$	-	$	738,964	$	1,000	$	739,964

	June 30, 2018
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Assets:
Debt securities available for sale:
U.S. agency securities	$	-	$	4,411	$	-	$	4,411
Obligations of state and political subdivisions		-		26,088		-		26,088
Asset-backed securities		-		182,620		-		182,620
Collateralized loan obligations		-		226,066		-		226,066
Corporate bonds		-		147,594		-		147,594
Trust preferred securities		-		2,783		1,000		3,783
Total debt securities		-		589,562		1,000		590,562

Mortgage-backed securities available for sale:
Collateralized mortgage obligations		-		24,292		-		24,292
Residential pass-through securities		-		102,359		-		102,359
Commercial pass-through securities		-		7,872		-		7,872
Total mortgage-backed securities		-		134,523		-		134,523
Total securities available for sale		-		724,085		1,000		725,085
Interest rate swaps and caps		-		31,881		-		31,881

Total assets	$	-	$	755,966	$	1,000	$	756,966

In addition to the financial instruments noted above, at September 30, 2018 and June 30, 2018, the Company’s pipeline of loans held for sale included $10.0 million and $10.8 million, respectively, of in process loans whose terms included interest rate locks to borrowers which are considered free-standing derivative instruments whose fair values are not material to our financial condition or results of operations. Given the short-term nature of the commitments and their immateriality to the statements of condition and operations, the Company assumes no change in the fair value of these derivative instruments during their outstanding period.

The following methods and assumptions were used to estimate the fair values of the Company’s assets measured at fair value on a non-recurring basis at September 30, 2018 and June 30, 2018:

An impaired loan is evaluated and valued at the time the loan is identified as impaired at the lower of cost or market value. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Market value is measured based on the value of the collateral securing the loan and is classified at a Level 3 in the fair value hierarchy. Once a loan is identified as individually impaired, management measures impairment in accordance with the FASB’s guidance on accounting by creditors for impairment of a loan with the fair value estimated using the market value of the collateral reduced by estimated disposal costs. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.

Other real estate owned is recorded at estimated fair value, less estimated selling costs when acquired, thus establishing a new cost basis. Fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If further declines in the estimated fair value of the asset occur, a write-down is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in economic conditions.

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).

Those assets measured at fair value on a non-recurring basis are summarized below:

	September 30, 2018
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Impaired loans:
Residential mortgage	$	-	$	-	$	3,788	$	3,788
Non-residential mortgage		-		-		791		791
Commercial business		-		-		130		130
Total	$	-	$	-	$	4,709	$	4,709

Other real estate owned, net:
Residential mortgage	$	-	$	-	$	288	$	288
Total	$	-	$	-	$	288	$	288

	June 30, 2018
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Impaired loans:
Residential mortgage	$	-	$	-	$	3,562	$	3,562
Non-residential mortgage		-		-		794		794
Commercial business		-		-		113		113
Total	$	-	$	-	$	4,469	$	4,469

The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized adjusted Level 3 inputs to determine fair value:

	September 30, 2018
	Fair Value		Valuation Techniques		Unobservable Input		Range	Weighted Average
	(In Thousands)
Impaired loans:
Residential mortgage	$	3,788	Market valuation of underlying collateral	⁽¹⁾	Adjustments to reflect current conditions/selling costs	⁽²⁾	6% - 27%		11.88	%
Non-residential mortgage		791	Market valuation of underlying collateral	⁽¹⁾	Adjustments to reflect current conditions/selling costs	⁽²⁾	13% - 14%		13.41	%
Commercial business		130	Market valuation of underlying collateral	⁽¹⁾	Adjustments to reflect current conditions/selling costs	⁽²⁾	0% - 24%		13.77	%
Total	$	4,709

Other real estate owned, net:
Residential mortgage	$	288	Market valuation of underlying collateral	⁽³⁾	Adjustments to reflect current conditions/selling costs	⁽²⁾	5.00%		5.00	%
Total	$	288

At September 30, 2018, impaired loans valued using Level 3 inputs comprised loans with principal balances totaling $5.1 million and valuation allowances of $363,000 reflecting fair values of $4.7 million. By comparison, at June 30, 2018, impaired loans valued using Level 3 inputs comprised loans with principal balances totaling $4.8 million and valuation allowances of $306,000 reflecting fair values of $4.5 million.

Once a loan is foreclosed, the fair value of the other real estate owned continues to be evaluated based upon the market value of the repossessed real estate originally securing the loan. At September 30, 2018, the Company held other real estate owned totaling $288,000 whose carrying value was written down utilizing Level 3 inputs. At June 30, 2018, the Company held no other real estate owned whose carrying value was written down utilizing Level 3 inputs.

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of September 30, 2018 and June 30, 2018:

	September 30, 2018
	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In Thousands)
Financial assets:
Cash and cash equivalents	$	44,486	$	44,486	$	44,486	$	-	$	-
Investment securities available for sale		706,240		706,240		-		705,240		1,000
Investment securities held to maturity		602,838		589,130		-		589,130		-
Loans held-for-sale		1,503		1,503		-		1,503		-
Net loans receivable		4,627,776		4,443,372		-		-		4,443,372
FHLB Stock		66,428		-		-		-		-
Interest receivable		19,455		19,455		1		5,747		13,707
Interest rate swaps		33,724		33,724		-		33,724		-

Financial liabilities:
Deposits		3,954,821		3,935,427		1,837,989		-		2,097,438
Borrowings		1,419,424		1,417,248		-		-		1,417,248
Interest payable on deposits		813		813		-		813		-
Interest payable on borrowings		3,629		3,629		-		-		3,629

	June 30, 2018
	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In Thousands)
Financial assets:
Cash and cash equivalents	$	128,864	$	128,864	$	128,864	$	-	$	-
Investment securities available for sale		725,085		725,085		-		724,085		1,000
Investment securities held to maturity		589,730		579,499		-		579,499		-
Loans held-for-sale		863		863		-		863		-
Net loans receivable		4,470,483		4,367,150		-		-		4,367,150
FHLB Stock		59,004		-		-		-		-
Interest receivable		18,510		18,510		32		5,252		13,226
Interest rate swaps and caps		31,881		31,881				31,881

Financial liabilities:
Deposits		4,073,604		4,055,543		2,056,966		-		1,998,577
Borrowings		1,198,646		1,199,601		-		-		1,199,601
Interest payable on deposits		675		675		-		675		-
Interest payable on borrowings		2,427		2,427		-		-		2,427

Commitments. The fair value of commitments to fund credit lines and originate or participate in loans held in portfolio or loans held for sale is estimated using fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, including those relating to loans held for sale that are considered derivative instruments for financial statement reporting purposes, the fair value also considers the difference between current levels of interest and the committed rates. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value, determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, is not considered material for disclosure.

Limitations. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no market value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to value anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include premises and equipment, and advances from borrowers for taxes and insurance. In addition, the ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.

The components of accumulated other comprehensive income included in stockholders’ equity at September 30, 2018 and June 30, 2018 are as follows:

	September 30,			June 30,
	2018			2018
	(In Thousands)
Net unrealized loss on securities available for sale	$	(5,348	)	$	(4,321	)
Tax effect		1,533			1,159
Net of tax amount		(3,815	)		(3,162	)

Net unrealized loss on securities available for sale transferred to held to maturity		(760	)		(887	)
Tax effect		224			249
Net of tax amount		(536	)		(638	)

Fair value adjustments on derivatives		33,724			31,881
Tax effect		(9,948	)		(8,961	)
Net of tax amount		23,776			22,920

Benefit plan adjustments		(861	)		(813	)
Tax effect		254			228
Net of tax amount		(607	)		(585	)

Total accumulated other comprehensive income	$	18,818		$	18,535

Other comprehensive income and related tax effects for the three months ended September 30, 2018 and September 30, 2017 are presented in the following table:

	Three Months Ended
	September 30,
	2018			2017
	(In Thousands)
Net unrealized holding (loss) gain on securities available for sale	$	(1,027	)	$	1,932

Amortization of net unrealized holding gain on securities available for sale transferred to held to maturity⁽¹⁾		127			29

Fair value adjustments on derivatives		1,843			1,646

Benefit plans:
Amortization of actuarial loss ⁽²⁾		11			11
Net actuarial loss		(59	)		(83	)
Net change in benefit plan accrued expense		(48	)		(72	)

Other comprehensive income before taxes		895			3,535
Tax effect⁽³⁾		(612	)		(1,439	)
Total other comprehensive income	$	283		$	2,096

Effective July 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, "ASC 606”), which (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such as OREO. The majority of the Company’s revenues come from interest income and other sources, including loans, leases, securities, and derivatives that are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented within noninterest income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of ASC 606 include deposit service charges on deposits, interchange income, and the sale of OREO.

The Company, using a modified retrospective transition approach, determined that there will be no cumulative effect adjustment to retained earnings as a result of adopting the new standard, nor will the standard have a material impact on our consolidated financial statements including the timing or amounts of revenue recognized.

All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within noninterest income. The following table presents the Company’s sources of noninterest income for the three months ended September 30, 2018 and 2017. Sources of revenue outside the scope of ASC 606 are noted as such.

	Three Months Ended
	September 30,
	2018			2017
	(In Thousands)
Non-interest income:
Deposit-related fees and charges	$	375		$	353
Loan-related fees and charges ⁽¹⁾		798			908
Gain on sale of loans ⁽¹⁾		132			331
Loss on sale and write down of other real estate owned		(50	)		(109	)
Income from bank owned life insurance ⁽¹⁾		1,594			1,267
Electronic banking fees and charges (interchange income)		250			278
Miscellaneous ⁽¹⁾		83			66
Total non-interest income	$	3,182		$	3,094

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

The Company earns fees from deposit customers for transaction-based, account maintenance, and overdraft services. 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 at the point in the 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.

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. Gain/Losses on the sales of OREO falls within the scope of ASC 606, if the Company finances the transaction. Under ASC 606, if the Company finances the sale of OREO to the buyer, the Company is required to assess whether the buyer is committed to perform their obligations under the contract and whether the 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. Generally, the Company does not finance the sale of OREO properties.

The Company earns interchange fees from debit and credit card holder transactions conducted through various payment networks. Interchange fees from cardholder transactions are recognized daily, concurrently with the transaction processing services provided by an outsourced technology solution.

This report on Form 10-Q may include certain forward-looking statements based on current management expectations. Such forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may”, “will”, “believe”, “expect”, “estimate”, “anticipate”, “continue”, or similar terms or variations on those terms, or the negative of those terms. The actual results of the Company could differ materially from those management expectations. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities and failure to integrate or profitably operate acquired businesses. Additional potential factors include changes in interest rates, deposit flows, cost of funds, demand for loan products and financial services, competition and changes in the quality or composition of loan and investment portfolios of the Company. Other factors that could cause future results to vary from current management expectations include changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices. Further description of the risks and uncertainties to the business are included in the Company’s other filings with the Securities and Exchange Commission.

Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

General. Total assets increased $76.3 million to $6.66 billion at September 30, 2018 from $6.58 billion at June 30, 2018. The net increase in total assets primarily reflected increases in net loans receivable and securities held to maturity that were partially offset by decreases in the balances of cash and cash equivalents and securities available for sale. The net increase in total assets was largely funded by an increase in borrowings that was partially offset by decreases in deposits and stockholders’ equity.

Cash and Cash Equivalents. Cash and cash equivalents, which consist primarily of interest-earning and non-interest-earning deposits in other banks, decreased by $84.4 million to $44.5 million at September 30, 2018 from $128.9 million at June 30, 2018. The decrease in the balance of cash and cash equivalents at September 30, 2018 largely reflected the continuing effort to limit the balance of cash and cash equivalents to the levels needed to meet the Bank’s day-to-day funding obligations and overall liquidity risk management objectives while reinvesting excess liquidity into comparatively higher-yielding assets. The elevated levels of cash and cash equivalents at June 30, 2018 partly reflected operating fluctuations in the Company’s short-term liquidity coupled with the acquisition of $36.6 million in cash and cash equivalents acquired from Clifton.

Investment Securities Available for Sale. Investment securities classified as available for sale decreased by $18.9 million to $706.2 million at September 30, 2018 from $725.1 million at June 30, 2018. The net decrease in the portfolio partly reflected cash repayment of principal, net of premium amortization and discount accretion, totaling $17.9 million coupled with a $1.0 million decrease in the fair value of the portfolio to a net unrealized loss of $5.3 million at September 30, 2018 from a net unrealized loss of $4.3 million at June 30, 2018.

The noted decrease in the fair value of securities available for sale reflected a decrease of $772,000 in the fair value of mortgage-backed securities available for sale to an unrealized loss of $5.7 million at September 30, 2018 from an unrealized loss of $4.9 million at June 30, 2018 coupled with a decrease of $255,000 in the fair value of debt securities available for sale to an unrealized gain of $308,000 at September 30, 2018 from an unrealized gain of $563,000 at June 30, 2018.

Based on its evaluation, management has concluded that no other-than-temporary impairment was present within the available for sale segment of the investment portfolio as of September 30, 2018 and June 30, 2018. Additional information regarding securities available for sale as of those dates is presented in Note 7 and Note 9 to the unaudited consolidated financial statements.

Investment Securities Held to Maturity. Investment securities classified as held to maturity increased by $13.1 million to $602.8 million at September 30, 2018 from $589.7 million at June 30, 2018. The increase in held to maturity securities reflected security purchases totaling $38.4 million that was partially offset by cash repayment of principal, net of discount accretion and premium amortization, totaling $25.3 million for the three months ended September 30, 2018.

Based on its evaluation, management has concluded that no other-than-temporary impairment was present within the held to maturity segment of the investment portfolio as of September 30, 2018 and June 30, 2018. Additional information regarding securities held to maturity as of those dates is presented in Note 8 and Note 9 to the unaudited consolidated financial statements.

Loans Held-for-Sale. The Company’s residential lending infrastructure continues to support strategies focused on the origination volume of residential mortgage loans for sale into the secondary market which has enabled the Company to increase its level of non-interest income through the recognition of recurring loan sale gains while helping to manage the Company’s exposure to interest rate risk. During the three months ended September 30, 2018, we sold $11.6 million of residential mortgage loans resulting in net sale gains totaling $114,000 for the period. Loans held for sale totaled $1.5 million at September 30, 2018 compared to $863,000 at June 30, 2018 and are reported separately from the balance of net loans receivable as of those dates.

Loans Receivable. Loans receivable, net of unamortized premiums, deferred costs and the allowance for loan losses, increased by $157.3 million to $4.63 billion at September 30, 2018 from $4.47 billion at June 30, 2018. The increase in net loans receivable was primarily attributable to new loan origination and purchase volume outpacing loan repayments during the three months ended September 30, 2018.

Residential mortgage loans held in portfolio, including home equity loans and lines of credit, increased by $8.5 million to $1.40 billion at September 30, 2018 from $1.39 billion at June 30, 2018. The increase reflected a modest increase in the balance of one- to four-family first mortgage loans of $5.8 million to $1.30 billion at September 30, 2018 that was substantially unchanged from June 30, 2018 and an increase of $2.7 million in the balance of home equity loans and home equity lines of credit to $93.5 million at September 30, 2018 from $90.8 million at June 30, 2018.

Residential mortgage loan origination volume for the three months ended September 30, 2018 totaled $31.6 million, comprising $21.1 million of one- to four-family first mortgage loan originations and $10.5 million of home equity loan and home equity line of credit originations during the period. Residential mortgage loan originations were augmented with the purchase of one- to four-family first mortgage loans totaling $20.6 million during the three months ended September 30, 2018.

Commercial loans, including multi-family and nonresidential commercial mortgage loans, commercial business loans and construction loans, increased by $148.4 million to $3.32 billion at September 30, 2018 from $3.17 billion at June 30, 2018. The components of the aggregate increase included an increase in commercial mortgage loans totaling $152.6 million that was augmented by an increase in the outstanding balance of construction loans totaling $3.3 million. These increases were partially offset by a decrease in the balance of commercial business loans of $7.5 million. The outstanding balance of commercial mortgage loans at September 30, 2018 totaled $3.21 billion while the outstanding balances of construction and commercial business loans, totaled $26.6 million and $78.3 million, respectively, as of that date.

Commercial loan origination volume for the three months ended September 30, 2018 totaled $218.4 million, which comprised of $212.3 million of commercial mortgage loan originations augmented by $2.8 million of commercial business loan originations and construction loan disbursements totaling $3.3 million during the period. Commercial loan originations were augmented with the funding of purchased loans totaling $778,000 during the three months ended September 30, 2018.

Other loans, primarily account loans, deposit account overdraft lines of credit and other consumer loans, decreased by $1.5 million to $7.6 million at September 30, 2018 from $9.1 million at June 30, 2018.

The Company originated a total of $612,000 of passbook/certificate loans and other consumer loans during the three months ended September 30, 2018, while no additional consumer loans were purchased during the period.

Nonperforming Loans. Nonperforming loans increased by $3.6 million to $20.5 million, or 0.44% of total loans at September 30, 2018, from $16.9 million, or 0.37% of total loans at June 30, 2018. Nonperforming loans generally include loans reported as “accruing loans over 90 days past due” and loans reported as “nonaccrual” with such balances totaling $19,000 and $20.5 million, respectively, at September 30, 2018. The increase in nonperforming loans was largely attributable to the addition of one loan totaling $2.9 million that is fully secured by the vacant land that serves as its collateral. The loan was designated as a troubled debt restructuring and placed on nonaccrual status during the quarter ended September 30, 2018.

Additional information about the Company’s nonperforming loans at September 30, 2018 is presented in Note 10 to the unaudited consolidated financial statements.

Allowance for Loan Losses. During the three months ended September 30, 2018, the balance of the allowance for loan losses increased by $1.9 million to $32.7 million, or 0.69% of total loans at September 30, 2018, from $30.9 million, or 0.68% of total loans at June 30, 2018. The increase resulted from provisions of $2.1 million during the three months ended September 30, 2018 that were partially offset by charge-offs, net of recoveries, totaling $233,000 during that same period.

With regard to loans individually evaluated for impairment, the balance of our allowance for loan losses attributable to such loans increased by $57,000 to $363,000 at September 30, 2018 from $306,000 at June 30, 2018. The balance at September 30, 2018 reflected the allowance for impairment identified on $1.0 million of impaired loans while an additional $24.4 million of impaired loans had no allowance for impairment as of that date. By comparison, the balance at June 30, 2018 reflected the allowance for impairment identified on $1.0 million of impaired loans while an additional $22.3 million of impaired loans had no allowance for impairment as of that date. The outstanding balances of impaired loans reflect the cumulative effects of various adjustments including, but not limited to, purchase accounting valuations and prior charge-offs, where applicable, which are considered in the evaluation of impairment.

With regard to loans evaluated collectively for impairment, the balance of our allowance for loan losses attributable to such loans increased by $1.8 million to $32.4 million at September 30, 2018 from $30.6 million at June 30, 2018. The increase in valuation was largely attributable to the aggregate growth in the outstanding balance of loans collectively evaluated for impairment while also reflecting the ongoing reallocation of the applicable loans within the portfolio in favor of commercial loans against which we generally assign comparatively higher historical and environmental loss factors in our allowance for loan loss calculation. The increase in the allowance also reflected updates to historical and environmental loss factors during the three months ended September 30, 2018.

With regard to historical loss factors, our loan portfolio experienced a net annualized charge-off rate of 0.02% for the three months ended September 30, 2018 representing a decrease of one basis point from the 0.03% of charge offs reported for the year ended June 30, 2018. The annual average net charge off rate for June 30, 2018 had previously increased by two basis points from 0.01% for the prior year ended June 30, 2017. The historical loss factors used in our allowance for loan loss calculation methodology were updated to reflect the effect of these changes by individual loan segment reflecting the two year look-back period used by that methodology. Together with the impact of the increase in the overall balance of the unimpaired portion of the loan portfolio during the period, the applicable portion of the allowance attributable to historical loss factors increased by approximately $148,000 to $2.2 million at September 30, 2018 from $2.1 million at June 30, 2018.

With regard to environmental loss factors, the portion of the allowance for loan losses attributable to such factors increased by $1.7 million to $30.1 million at September 30, 2018 from $28.5 million at June 30, 2018. The increase was largely attributable to the growth in the unimpaired portion of the loan portfolio while also reflecting minor adjustments to environmental loss factors during the three months ended September 30, 2018.

The calculation of probable losses within a loan portfolio and the resulting allowance for loan losses is subject to estimates and assumptions that are susceptible to significant revisions as more information becomes available and as events or conditions effecting individual borrowers and the marketplace as a whole change over time. Future additions to the allowance for loan losses may be necessary if economic and market conditions deteriorate in the future from those currently prevalent in the marketplace. In addition, the federal banking regulators, as an integral part of their examination process, periodically review our loan and foreclosed real estate portfolios and the related allowance for loan losses and valuation allowance for foreclosed real estate. The regulators may require the allowance for loan losses to be increased based on their review of information available at the time of the examination, which may negatively affect our earnings.

Finally, changes in accounting standards promulgated by the Financial Accounting Standards Board, such as those discussed in Note 6 to the audited consolidated financial statements regarding the use of a current expected credit loss (“CECL”) model to calculate credit losses, may require increases in the allowance for loan losses upon adoption of the applicable accounting standard.

Additional information about the allowance for loan losses at September 30, 2018 is presented in Note 10 to the unaudited consolidated financial statements.

Other Assets. The aggregate balance of other assets, including premises and equipment, FHLB stock, interest receivable, goodwill, core deposit intangibles, bank owned life insurance, deferred income taxes, other real estate owned and other assets, increased by $8.6 million to $673.4 million at September 30, 2018 from $664.8 million at June 30, 2018.

The increase in other assets primarily reflected a $7.4 million increase in FHLB stock resulting from an increase in advances drawn during the three months ended September 30, 2018 coupled with a $1.6 million increase in the cash surrender value of the Company’s bank-owned life insurance policies for the same period.

The remaining increases and decreases in other assets for the three months ended September 30, 2018 generally reflected normal operating fluctuations in their respective balances.

Deposits. Total deposits decreased by $118.8 million to $3.95 billion at September 30, 2018 from $4.07 billion at June 30, 2018. The net decrease in deposit balances reflected a $115.5 million decrease in interest-bearing deposits coupled with a $3.3 million decrease in non-interest-bearing deposits. The decrease in interest-bearing deposits included decreases in the balances of interest-bearing checking accounts and savings and club accounts totaling $214.9 million and $750,000, respectively, which were partially offset by an increase in the balance of certificates of deposit totaling $100.2 million for the period.

The change in deposit balances for the three months ended September 30, 2018 reflected changes in the balances of retail deposits as well as “non-retail” deposits acquired through various wholesale channels. The decrease in the balance of interest-bearing checking primarily reflected a $210.8 million decrease in the balance of wholesale money market deposits attributable to the scheduled maturity and termination of the Company’s participation in the Promontory Interfinancial Network’s (“Promontory”) Insured Network Deposits (“IND”) program. Partially offsetting the decrease in the balance of wholesale interest-bearing checking accounts was an increase of $92.0 million in other deposits comprising increases of $35.7 million and $56.3 million in retail and other wholesale deposits, respectively.

We continued to utilize a deposit listing service through which we attract “non-brokered” wholesale time deposits targeting institutional investors with an original investment horizon of up to five years. We generally prohibit the withdrawal of our listing service deposits prior to maturity. The balance of the Bank’s listing service time deposits increased by $734,000 to $105.0 million, or 3.5% of total deposits at September 30, 2018, compared to $104.3 million, or 2.6% of total deposits at June 30, 2018.

We also maintain a portfolio of brokered certificates of deposit whose balances increased by $55.6 million to $139.9 million at September 30, 2018 from $84.3 million at June 30, 2018.

Additional information about the Company’s deposits at September 30, 2018 is presented in Note 11 to the unaudited consolidated financial statements.

Borrowings. The balance of borrowings increased by $220.8 million to $1.42 billion at September 30, 2018 from $1.20 billion at June 30, 2018. The increase in borrowings primarily reflected an additional $200.0 million 90-day Federal Home Loan Bank (“FHLB”) term advance that was drawn to replace the maturing Promontory IND funding noted above coupled with an increase of $60.0 million in overnight borrowings drawn for liquidity management purposes. The Company had entered into a forward-starting interest rate swap contract in July 2016 to extend the effective duration of the new 90-day FHLB advance thereby effectively fixing its cost for a longer period of time. These increases were partially offset by decreases of $35.0 million in long-term FHLB advances resulting from the scheduled maturity of such advances coupled with a $4.9 million decrease in depositor sweep account balances representing normal day-to-day fluctuations in such balances.

Additional information about the Company’s borrowings at September 30, 2018 is presented in Note 12 to the unaudited consolidated financial statements.

Other Liabilities. The balance of other liabilities, including advance payments by borrowers for taxes and other miscellaneous liabilities, increased by $7.0 million to $45.9 million at September 30, 2018 from $38.9 million at June 30, 2018. The increase primarily reflected the liability associated with the Company’s declaration of a special cash dividend in September 2018, as described in greater detail below. The remaining change generally reflected normal operating fluctuations in the balances of other liabilities during the period.

Stockholders’ Equity. Stockholders’ equity decreased by $32.7 million to $1.24 billion at September 30, 2018 from $1.27 billion at June 30, 2018. The decrease in stockholders’ equity largely reflected the impact of the Company’s share repurchases during the first three months of fiscal 2019. The Company had previously announced its third share repurchase program in April 2018 through which it is authorized to repurchase a total of 10,238,557 shares, or 10%, of its outstanding shares. During the three months ended September 30, 2018, the Company repurchased 1,957,600 shares at a total cost of $26.9 million, or an average cost of $13.75 per share. Cumulatively, the Company has repurchased a total of 4,653,600 shares, or 45.4% of the shares to be repurchased under its third share repurchase program at a total cost of $65.3 million, or an average cost of $14.03 per share. The cumulative cost of the Company’s repurchased shares has directly reduced the balance of stockholders’ equity at September 30, 2018.

The net decrease in stockholders’ equity was partially offset by net income of $11.1 million for the three months ended September 30, 2018 from which the Company declared and paid regular quarterly cash dividends totaling $0.04 per share to stockholders during the period. Additionally, in September 2018, the Company declared a $0.16 special cash dividend payable to stockholders in October 2018. Together, the regular and special cash dividends declared during the three months ended September 30, 2018 reduced stockholders’ equity by $19.4 million during the period.

The change in stockholders’ equity also reflected a $283,000 increase in accumulated other comprehensive income, due primarily to changes in the fair value of the Company’s available for sale securities portfolio and outstanding derivatives, while also reflecting a $486,000 decrease in unearned ESOP shares for shares earned by plan participants during the three months ended September 30, 2018.

Comparison of Operating Results for the Three Months Ended September 30, 2018 and September 30, 2017

General. Net income for the three months ended September 30, 2018 was $11.1 million, or $0.12 per diluted share; an increase of $5.9 million from $5.2 million, or $0.07 per diluted share, for the three months ended September 30, 2017. The increase in net income reflected increases in net-interest income and non-interest income that were partially offset by increases in the provision for loan losses and non-interest expense. These factors contributed to an overall increase in pre-tax income and a corresponding increase in the provision for income taxes.

Net Interest Income. Net interest income for the three months ended September 30, 2018 was $40.2 million; an increase of $13.4 million from $26.8 million for the three months ended September 30, 2017. The increase in net interest income between the comparative periods resulted from an increase in interest income of $20.6 million that was partially offset by an increase of $7.2 million in interest expense. The increase in interest income was attributable to an increase in the average balance of interest-earning assets coupled with an increase in their average yield. The increase in interest expense resulted from an increase in the average balance of interest-bearing liabilities coupled with an increase in their average cost.

The noted increase in the average balances of interest-earning assets and interest-bearing liabilities and the associated increases in their average yields and costs, respectively, primarily reflected the impact of the Company’s acquisition of Clifton which closed on April 2, 2018. As required by applicable accounting standards, the Company recorded purchase accounting adjustments to the carrying value of all assets acquired and liabilities assumed from Clifton to reflect their fair values at the time of acquisition. With specific regard to the interest-earning assets acquired and interest-bearing liabilities assumed, such adjustments generally accrete or amortize into interest income and interest expense, respectively, on a level-yield/cost basis over their estimated remaining lives. As a result, the “post-acquisition” yield or cost recognized by the Company on the assets and liabilities acquired generally reflect the comparable market interest rates for such instruments at the time of their acquisition.

As presented in the separate discussion and analysis of interest income and interest expense below, these acquisition-related factors contributed significantly to the 31 basis point increase in our net interest rate spread to 2.44% for the three months ended September 30, 2018 from 2.13% for the three months ended September 30, 2017. The increase in the net interest rate spread reflected a 52 basis points increase in the average yield on interest-earning assets to 3.89% for the three months ended September 30, 2018 from 3.37% for the three months ended September 30, 2017. For those same comparative periods, the average cost of interest-bearing liabilities increased by 21 basis points to 1.45% from 1.24%.

The factors resulting in the reported increase in our net interest rate spread also affected our net interest margin. In total, the Company’s net interest margin increased 28 basis points to 2.68% for the three months ended September 30, 2018 compared to 2.40% for the three months ended September 30, 2017.

Interest Income. Total interest income increased $20.6 million to $58.2 million for the three months ended September 30, 2018 from $37.6 million for the three months ended September 30, 2017. The increase in interest income partly reflected a $1.53 billion increase in the average balance of interest-earning assets to $5.99 billion for the three months ended September 30, 2018 from $4.46 billion for the three months ended September 30, 2017. For those same comparative periods, the yield on earning assets increased by 52 basis points to 3.89% from 3.37%.

Interest income from loans increased $16.9 million to $47.4 million for the three months ended September 30, 2018 from $30.5 million for the three months ended September 30, 2017. The increase in interest income on loans was attributable to a net increase in the average balance of loans coupled with an increase in their average yield.

The average balance of loans increased by $1.30 billion to $4.56 billion for the three months ended September 30, 2018 from $3.26 billion for the three months ended September 30, 2017. The increase in the average balance of loans primarily reflected an aggregate increase of $641.2 million in the average balance of commercial loans to $3.23 billion for the three months ended September 30, 2018 from $2.59 billion for the three months ended September 30, 2017. Our commercial loans generally comprise commercial mortgage loans, including multi-family and nonresidential mortgage loans, as well as secured and unsecured commercial business loans and construction loans secured by one- to four-family residential, multi-family and non-residential properties.

The increase in the average balance of commercial loans was coupled with a $737.9 million increase in the average balance of residential mortgage loans to $1.39 billion for the three months ended September 30, 2018 from $649.7 million for the three months ended September 30, 2017. Our residential mortgages generally comprise one- to four-family first mortgage loans, home equity loans and home equity lines of credit.

For those same comparative periods, the average balance of other loans, primarily comprising unsecured consumer term loans, account loans and deposit account overdraft lines of credit, decreased by $6.4 million to $8.4 million from $14.8 million. The decrease in the average balance of other loans largely reflected a decrease in the average outstanding balance of unsecured consumer term loans acquired through Lending Club.

The average yield on loans increased by 42 basis points to 4.16% for the three months ended September 30, 2018 from 3.74% for the three months ended September 30, 2017. The increase in the average balance and average yield on loans primarily reflected the effects of the Clifton acquisition through which the “post-acquisition” yield on the loans acquired reflect the comparable market interest rates for such loans at the time of their acquisition, as discussed earlier. In general, the “post-acquisition” yield on the acquired loans exceeded that of the Company’s existing loan portfolio which contributed to the overall increase in the yield on loans between comparative periods.

Interest income from taxable investment securities increased by $3.0 million to $8.9 million for the three months ended September 30, 2018 from $5.9 million for the three months ended September 30, 2017. The increase in interest income reflected an increase in the average yield of taxable investment securities coupled with an increase in their average balance.

The average yield on taxable investment securities increased by 67 basis points to 3.01% for the three months ended September 30, 2018 from 2.34% for the three months ended September 30, 2017. The increase in yield on taxable investment securities was partly attributable to the effects of the Clifton acquisition coupled with an increase in floating rate securities whose yields increased in conjunction with increases in short-term market interest rates. For those same comparative periods, the average balance of taxable investment securities increased by $179.5 million to $1.18 billion from $1.00 billion. The increase in the average balance of taxable investment securities was partly attributable to the effects of the Clifton acquisition which was partially offset by the level of aggregate principal repayments outpacing aggregate security purchases.

Interest income from tax-exempt investment securities increased by $95,000 to $716,000 for the three months ended September 30, 2018 from $621,000 for the three months ended September 30, 2017. The increase in interest income reflected an increase in the average balance of tax-exempt investment securities coupled with an increase in their average yield. The average balance of tax-exempt investment securities increased by $13.4 million to $136.1 million for the three months ended September 30, 2018 from $122.7 million for the three months ended September 30, 2017. For those same comparative periods, the average yield of tax-exempt investment securities increased seven basis points to 2.10% during the three months ended September 30, 2018 from 2.03%.

Interest income from other interest-earning assets increased by $532,000 to $1.2 million for the three months ended September 30, 2018 from $642,000 for the three months ended September 30, 2017. The increase in interest income reflected an increase in the average yield on other interest-earning assets coupled with an increase in their average balance. The average yield on other interest-earning assets increased by 96 basis points to 4.17% for the three months ended September 30, 2018 from 3.21% for the three months ended September 30, 2017. For those same comparative periods, the average balance of other interest-earning assets increased by $32.7 million to $112.6 million from $79.9 million.

The increase in average yield on other interest earning assets primarily reflected the effects of recent increases in short-term market interest rates on the yield on the Company’s short-term liquid assets. The increase in the average balance largely reflected an increase in the average balance of the Bank’s required investment in FHLB stock.

Interest Expense. Total interest expense increased by $7.2 million to $18.0 million for the three months ended September 30, 2018 from $10.8 million for the three months ended September 30, 2017. The increase in interest expense resulted from an increase in the average balance of interest-bearing liabilities coupled with an increase in their average cost. The average balance of interest-bearing liabilities increased by $1.49 million to $4.97 billion for the three months ended September 30, 2018 from $3.48 billion for the three months ended September 30, 2017. For those same comparative periods, the average cost of interest-bearing liabilities increased 21 basis points to 1.45% from 1.24%.

Interest expense attributed to deposits increased by $4.3 million to $10.5 million for the three months ended September 30, 2018 from $6.2 million for the three months ended September 30, 2017. The increase in interest expense was attributable to increases in the average balance and average cost of interest-bearing deposits.

The average balance of interest-bearing deposits increased by $917.3 million to $3.58 billion for the three months ended September 30, 2018 from $2.67 billion for the three months ended September 30, 2017. The increase in the average balance reflected the combined effects of the Clifton acquisition coupled with organic growth in deposits that was partially offset by a decrease in the average balance of wholesale interest-bearing checking accounts as discussed earlier. For the comparative periods noted, the average balance of interest-bearing checking accounts decreased by $69.9 million to $788.1 million from $858.0 million, the average balance of certificates of deposit increased by $761.2 million to $2.05 billion from $1.28 billion and the average balance of savings and club accounts increased by $225.0 million to $747.7 million from $522.7 million.

The average cost of interest-bearing deposits increased by 25 basis points to 1.18% for the three months ended September 30, 2018 from 0.93% for the three months ended September 30, 2017. The net increase in the average cost was reflected across all categories of interest-bearing deposits. For the comparative periods noted, the average cost of certificates of deposit increased 20 basis points to 1.58% from 1.38%, the average cost of interest-bearing checking accounts increased 10 basis points to 0.86% from 0.76% and the average cost of savings and club accounts increased 29 basis points to 0.41% from 0.12%.

Interest expense attributed to borrowings increased by $2.9 million to $7.5 million for the three months ended September 30, 2018 from $4.6 million for the three months ended September 30, 2017. The increase in interest expense reflected an increase in the average balance of borrowings that was partially offset by a decrease in their average cost. The average balance of borrowings increased by $580.9 million to $1.39 billion for the three months ended September 30, 2018, from $810.1 million for the three months ended September 30, 2017. For those same comparative periods, the average cost of borrowings decreased by 10 basis points to 2.15% from 2.25%.

The increase in the average balance of borrowings primarily reflected a $572.0 million increase in the average balance of FHLB advances to $1.35 billion for the three months ended September 30, 2018 from $778.1 million for the three months ended September 30, 2017. For those same comparative periods, the average cost of FHLB advances decreased by 14 basis points to 2.19% from 2.33%. The increase in the average balance and decrease in the average cost of FHLB advances largely reflected the impact of the Clifton acquisition while also reflecting the impact of an additional $200 million of 90-day FHLB term advance drawn to replace funding that was previously provided through the Promontory IND program, as noted earlier. With regard to the noted FHLB advance that was drawn during the period, the Company had entered into a forward-starting interest rate swap contract in July 2016 to extend the effective duration of the new 90-day FHLB advance thereby effectively fixing its cost for a longer period of time.

The increase in the average balance of borrowings was coupled with an $8.9 million increase in the average balance of other borrowings, comprised primarily of depositor sweep accounts and overnight borrowings, to $41.0 million for the three months ended September 30, 2018 from $32.0 million for the three months ended September 30, 2017. The average cost of other borrowings increased by 67 basis points to 0.94% from 0.27% between the same comparative periods. The increase to the average cost of other borrowings primarily reflects interest costs associated to the overnight borrowings segment of the portfolio.

Provision for Loan Losses. The provision for loan losses increased by $1.5 million to $2.1 million for the three months ended September 30, 2018 from $630,000 for the three months ended September 30, 2017. The increase was attributable to a higher provision on non-impaired loans evaluated collectively for impairment partially offset by a decrease in the provision attributable to losses recognized on loans individually reviewed for impairment. Regarding the provision on non-impaired loans, the net increase in the provision expense largely reflected the higher growth in the outstanding balance of the loan portfolio that was collectively evaluated for impairment during the three months ended September 30, 2018 compared to the three months ended September 30, 2017.

To a lesser extent, the change in the provision on such loans also reflected the comparative effects of periodic updates to historical and environmental loss factors between periods. The increase in provision expense attributable to non-impaired loans was partially offset by a decrease in the provision for specific losses recognized on nonperforming loans charged off or individually evaluated for impairment between comparative periods.

Additional information regarding the allowance for loan losses and the associated provisions recognized during the three months ended September 30, 2018 is presented in Note 10 to the unaudited consolidated financial statements as well as the Comparison of Financial Condition at September 30, 2018 and June 30, 2018.

Non-Interest Income. Non-interest income, excluding gains and losses on the sale of securities and gains and losses on the sale and write-down of other real estate owned, remained stable at $3.2 million for the three months ended September 30, 2018 and September 30, 2017, respectively, reflecting the effects of several offsetting factors.

The increase of $327,000 in the income recognized on bank-owned life insurance was largely attributable to the additional income earned on the cash surrender value of the applicable policies acquired in conjunction the Clifton acquisition. This increase was largely offset by a decrease in the gain on sale of loans of $199,000 coupled with a decrease in fees and service charges of $88,000. The decrease in loan sale gains primarily reflected a lower volume of loans originated and sold between comparative periods. The noted decline in fees and service charges primarily reflected a reduction in loan-related fees and charges attributable to a decrease in loan prepayment fees partially offset by an increase to deposit-related service charges.

We also recognized net losses totaling $50,000 arising from the write down and sale of REO during the three months ended September 30, 2018 compared to $109,000 of such losses recognized during the earlier comparative period.

The remaining changes in the other components of non-interest income between comparative periods generally reflected normal operating fluctuations within those line items.

Non-Interest Expenses. Non-interest expense increased by $5.2 million to $26.5 million for the three months ended September 30, 2018 from $21.3 million for the three months ended September 30, 2017. This increase was largely attributable to increases in recurring non-interest expenses arising from the Clifton acquisition.

Salaries and employee benefits expense increased by $2.8 million to $15.6 million for the three months ended September 30, 2018 from $12.8 million for the three months ended September 30, 2017. The increase in salaries and employees benefits expense generally reflected increases associated with the additional employees retained in conjunction with the Clifton acquisition while also reflecting increases in certain compensation and benefit expenses attributable to the Company’s existing roster of employees. Such increase included annual increases in wages and salaries for fiscal 2019 and the cost of “non-acquisition-related” staffing additions within certain lending, business development and operational support functions. The increase also reflected increases in health insurance, incentive compensation, severance and employee retirement plan expenses. These increases were partially offset by decreases in employee stock benefit plan expenses as well as a decrease in ESOP expense reflecting a decrease in the average market price of the Company’s shares of common stock between comparative periods.

Premises occupancy expense increased by $755,000 to $2.7 million for the three months ended September 30, 2018 from $2.0 million for the three months ended September 30, 2017. The increase was largely attributable to the ongoing operating expenses associated with the owned and leased office facilities acquired by the Company in conjunction with the Clifton acquisition. The increase in premises occupancy expense also reflected an increase in facility lease expenses arising from costs associated with forthcoming branch additions and relocations, coupled with increases in facility repairs and maintenance and depreciation expenses relating to existing administrative and branch facilities.

Equipment and systems expense increased by $736,000 to $2.9 million for the three months ended September 30, 2018 from $2.2 million for the three months ended September 30, 2017. As noted above, the increase in equipment and systems expense was largely attributable to the ongoing operating expenses associated with the in-house and outsourced information technology, core processing and electronic banking delivery channel infrastructure acquired by the Company in conjunction with the Clifton acquisition.

Advertising and marketing expense decreased by $133,000 to $577,000 for the three months ended September 30, 2018 from $710,000 for the three months ended September 30, 2017. The decrease in advertising and marketing expense largely reflected decreases in advertising expenses across a variety of advertising formats including outdoor and electronic media reflecting normal fluctuations in the timing of certain advertising campaigns supporting the Company’s loan and deposit growth initiatives.

Federal deposit insurance premiums increased by $105,000 to $465,000 for the three months ended September 30, 2018 from $360,000 for the three months ended September 30, 2017. The increase was primarily attributable to an increased deposit insurance assessment base arising from the effects of the Clifton acquisition as well as the Company’s organic growth.

Directors’ compensation expense increased by $69,000 to $758,000 for the three months ended September 30, 2018 from $689,000 for the three months ended September 30, 2017. The increase in expense primarily reflected an increase in director fees attributable to the three directors added to the Company’s board in conjunction with the Clifton acquisition.

Finally, miscellaneous expense increased by $790,000 to $3.4 million for the three months ended September 30, 2018 from $2.6 million for the three months ended September 30, 2017. The increase in miscellaneous expense primarily reflected increases in the amortization of core deposit intangibles arising from the Clifton acquisition coupled with increases in audit, consulting and insurance expense.

Provision for Income Taxes. The provision for income taxes increased by $903,000 to $3.7 million for the three months ended September 30, 2018 from $2.8 million for the three months ended September 30, 2017. The variance in income tax expense partly reflected the underlying differences in the level of the taxable portion of pre-tax income between comparative periods while also reflecting changes in our effective income tax rate between comparative periods.

Our effective tax rate during the three month period ended September, 2018 was 24.7%. In relation to statutory income tax rates, the effective income tax rate for the three months ended September 30, 2018 partly reflected the effects of recurring sources of tax-favored income included in pre-tax income. By comparison, our effective tax rate during the three month period ended September 30, 2017 was 34.5%. The decrease in effective income tax rate largely reflected the impact of federal income tax reform that was codified through the passage of the Tax Act on December 22, 2017 and changes enacted by the State of New Jersey to its income tax laws that became effective on July 1, 2018.

The Tax Act permanently reduced the Company’s statutory federal income tax rate from 35% to 21% while also including other provisions that altered the deductibility of certain recurring expenses recognized by the Company. Changes to the State of New Jersey’s income tax laws included provisions that imposed a surtax on Corporation Business Tax taxpayers whose allocated New Jersey net income exceeds $1.0 million. The surtax was imposed at an initial rate of 2.5% which became effective for the Company for its current tax year which began on July 1, 2018 and will continue through its next tax year beginning July 1, 2019. The surtax will decrease to 1.5% for the Company’s tax year beginning July 1, 2020 and will continue at that reduced rate through its tax year beginning July 1, 2021. The surtax will be discontinued for the Company’s tax year beginning on July 1, 2022.

Our liquidity, represented by cash and cash equivalents, is a product of our operating, investing and financing activities. Our primary sources of funds are deposits, borrowings, amortization, prepayments and maturities of mortgage-backed securities and outstanding loans, maturities and calls of debt securities and funds provided from operations. In addition to cash and cash equivalents, we invest excess funds in short-term interest-earning assets such as overnight deposits or U.S. agency securities, which provide liquidity to meet lending requirements. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing securities and short-term investments are relatively predictable sources of funds, general interest rates, economic conditions and competition greatly influence deposit flows and prepayments on loans and mortgage-backed securities.

The Bank is required to have enough investments that qualify as liquid assets in order to maintain sufficient liquidity to ensure a safe operation. The balance of our cash and cash equivalents decreased by $84.4 million to $44.5 million at September 30, 2018 from $128.9 million at June 30, 2018. The decrease in the balance of cash and cash equivalents largely reflected the Company’s ongoing effort to enhance earnings by generally limiting the level of lower-yielding, short-term liquid assets to the levels needed to meet its day-to-day funding obligations and overall liquidity risk management objectives. The elevated levels of cash and cash equivalents at June 30, 2018 partly reflected operating fluctuations in the Company’s short-term liquidity coupled with the acquisition of $36.6 million in cash and cash equivalents acquired from Clifton.

Investments that formally qualify as liquid assets are supplemented by our portfolio of securities classified as available for sale whose balances at September 30, 2018 included $126.7 million of mortgage-backed securities and $579.5 million of debt securities that can readily be sold if necessary.

At September 30, 2018, the Company had outstanding commitments to originate and purchase loans held in portfolio totaling approximately $153.7 million while such commitments totaled $142.7 million at June 30, 2018. As of those same dates, the Company’s pipeline of loans held for sale included $10.0 million and $10.8 million of loans in process, respectively, whose terms included interest rate locks to borrowers that were paired with a non-binding, best-efforts, commitment to sell the loan to a buyer at a fixed price and within a predetermined timeframe after the sale commitment is established.

Construction loans in process and unused lines of credit were $7.4 million and $76.1 million, respectively, at September 30, 2018 compared to $9.9 million and $71.6 million, respectively, at June 30, 2018. The Company is also subject to the contingent liabilities resulting from letters of credit whose outstanding balances totaled $1.1 million and $912,000 at September 30, 2018 and June 30, 2018, respectively.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance-sheet instruments. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

As noted earlier, for the three months ended September 30, 2018, the balance of total deposits decreased by $118.8 million to $3.95 billion from $4.07 billion at June 30, 2018. The net decrease in deposit balances reflected a $115.5 million decrease in interest-bearing deposits coupled with a $3.3 million decrease in non-interest-bearing deposits. The decrease in interest-bearing deposits included decreases in the balance of interest-bearing checking accounts and savings and club accounts totaling $214.9 million and $750,000, respectively, which were partially offset by an increase in the balance of certificates of deposit totaling $100.2 million. The decrease in the balance of interest-bearing checking accounts primarily reflected a $210.8 million decrease in the balance of wholesale money market deposits attributable to the scheduled maturity and termination of the Company’s participation in the Promontory IND program, as noted earlier. The balance of certificates of deposit with maturities within one year increased to $1.31 billion at September 30, 2018 compared to $1.12 billion at June 30, 2018 with such balances representing 62.0% and 55.7% of total certificates of deposit at the close of each period, respectively.

Borrowings from the FHLB of New York and other sources are generally available to supplement the Company’s liquidity position and, to the extent that maturing deposits do not remain with the Company, management may replace such funds with borrowings. As of September 30, 2018, the Company’s outstanding balance of FHLB advances, excluding fair value adjustments, totaled $1.34 billion. Of these advances, $145.0 million represent long-term, fixed-rate advances maturing in 2023 that have terms enabling the FHLB to call the borrowing at their option prior to maturity. The remaining balance of long-term, fixed-rate advances included thirty-nine term advances totaling $371.4 million with maturities ranging from fiscal 2019 to fiscal 2026 and one fixed-rate, amortizing advance maturing in fiscal 2021 with an outstanding balance of $332,000 at September 30, 2018. Short-term FHLB advances at September 30, 2018 included $825.0 million of fixed-rate borrowings which have been effectively converted to longer duration funding sources through the use of interest rate derivatives.

The Company has the capacity to borrow additional funds from the FHLB, through a line of credit or by taking additional short-term or long-term advances including overnight borrowings. Such borrowings are an option available to management if funding needs change or to modify the effective duration of liabilities. As of September 30, 2018, the Bank’s borrowing potential at the FHLB of New York was $1.3 billion without pledging additional collateral. In addition to the FHLB advances, the Bank has other borrowings totaling $83.6 million at September 30, 2018 representing $23.6 million in overnight “sweep account” balances linked to customer demand deposits and $60.0 million in other overnight borrowings drawn for liquidity management purposes.

Consistent with its goals to operate a sound and profitable financial organization, the Bank actively seeks to maintain its status as a well-capitalized institution in accordance with regulatory standards. As of September 30, 2018, the Company and the Bank exceeded all capital requirements of federal banking regulators.

The following table sets forth the Bank’s capital position at September 30, 2018 and June 30, 2018, as compared to the minimum regulatory capital requirements that were in effect as of those dates:

	At September 30, 2018
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)	$	904,759		21.49	%	$	336,789		8.00	%	$	420,986		10.00	%
Tier 1 capital (to risk-weighted assets)		872,028		20.71	%		252,592		6.00	%		336,789		8.00	%
Common equity tier 1 capital (to risk-weighted assets)		872,028		20.71	%		189,444		4.50	%		273,641		6.50	%
Tier 1 capital (to adjusted total assets)		872,028		13.71	%		254,403		4.00	%		318,004		5.00	%

	At June 30, 2018
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)	$	987,251		24.07	%	$	328,174		8.00	%	$	410,217		10.00	%
Tier 1 capital (to risk-weighted assets)		956,386		23.31	%		246,130		6.00	%		328,174		8.00	%
Common equity tier 1 capital (to risk-weighted assets)		956,386		23.31	%		184,598		4.50	%		266,641		6.50	%
Tier 1 capital (to adjusted total assets)		956,386		15.10	%		253,300		4.00	%		316,625		5.00	%

The following table sets forth the Company’s capital position at September 30, 2018 and June 30, 2018, as compared to the minimum regulatory capital requirements that were in effect as of those dates:

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 may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio at not less than 8% and not more than 10%. A financial institution can elect to be subject to this new definition.

We are a party to financial instruments with off-balance-sheet risk in the normal course of our business of investing in loans and securities as well as in the normal course of maintaining and improving the Bank’s facilities. These financial instruments include significant purchase commitments, such as commitments related to capital expenditure plans and commitments to purchase securities or mortgage-backed securities and commitments to extend credit to meet the financing needs of our customers. At September 30, 2018, we had no significant off-balance sheet commitments to purchase securities or for capital expenditures.

For a discussion of the expected impact of recently issued accounting pronouncements that have yet to be adopted by the Company, please refer to Note 6 to the unaudited consolidated financial statements.

Qualitative Analysis. The majority of our assets and liabilities are sensitive to changes in interest rates. Consequently, interest rate risk is a significant form of business risk that we must manage. Interest rate risk is generally defined in regulatory nomenclature as the risk to our earnings or capital arising from the movement of interest rates. It arises from several risk factors including: the differences between the timing of rate changes and the timing of cash flows (re-pricing risk); the changing rate relationships among different yield curves that affect bank activities (basis risk); the changing rate relationships across the spectrum of maturities (yield curve risk); and the interest-rate-related options embedded in bank products (option risk).

Regarding the risk to our earnings, movements in interest rates significantly influence the amount of net interest income we recognized. Net interest income is the difference between:

Net interest income is, by far, our largest revenue source to which we add our non-interest income and from which we deduct our provision for loan losses, non-interest expense and income taxes to calculate net income. Movements in market interest rates, and the effect of such movements on the risk factors noted above, significantly influence the spread between the interest earned on our loans, securities and other interest-earning assets and the interest paid on our deposits and borrowings. Movements in interest rates that increase, or widen, that net interest spread enhance our net income. Conversely, movements in interest rates that reduce, or tighten, that net interest spread adversely impact our net income.

For any given movement in interest rates, the resulting degree of movement in an institution’s yield on interest-earning assets compared with that of its cost of interest-bearing liabilities determines if an institution is deemed “asset sensitive” or “liability sensitive”. An asset sensitive institution is one whose yield on interest-earning assets reacts more quickly to movements in interest rates than its cost of interest-bearing liabilities. In general, the earnings of asset sensitive institutions are enhanced by upward movements in interest rates through which the yield on its interest-earning assets increases faster than its cost of interest-bearing liabilities resulting in a widening of its net interest spread. Conversely, the earnings of asset sensitive institutions are adversely impacted by downward movements in interest rates through which the yield on its interest-earning assets decreases faster than its cost of interest-bearing liabilities resulting in a tightening of its net interest spread.

In contrast, a liability sensitive institution is one whose cost of interest-bearing liabilities reacts more quickly to movements in interest rates than its yield on interest-earning assets. In general, the earnings of liability sensitive institutions are enhanced by downward movements in interest rates through which the cost of interest-bearing liabilities decreases faster than its yield on its interest-earning assets resulting in a widening of its net interest spread. Conversely, the earnings of liability sensitive institutions are adversely impacted by upward movements in interest rates through which the cost of interest-bearing liabilities increases faster than its yield on its interest-earning assets resulting in a tightening of its net interest spread.

Based upon the findings of our internal interest rate risk analysis, we are generally considered to be liability sensitive. Liability sensitivity is generally attributable to the comparatively shorter contractual maturity and/or re-pricing characteristics of the institution’s deposits and borrowings versus those of its loans and investment securities.

Our liability-based funding sources totaled $5.37 billion at September 30, 2018 and comprised $3.95 billion of total deposits and $1.42 billion of total borrowings. Total deposits as of that date included certificates of deposit totaling $2.12 billion representing 53.5% of total deposits and 39.4% of total funding. The interest rates paid on the Company’s certificates of deposit are generally fixed until maturity at which time the customer has the option to “re-price” the certificate for a new interest rate and/or term to maturity. Alternately, the customer may opt to transfer or close the account at maturity. Given these considerations, the degree of liability sensitivity of the Company’s certificates of deposit is largely determined by the aggregate term to maturity characteristics of the underlying accounts. In this regard, $1.31 billion, or 62.0%, of our certificates of deposit mature within one year with an additional $428.4 million, or 20.2%, of our certificates of deposit maturing after one year but within two years. The remaining $377.1 million or 17.8% of certificates at September 30, 2018 have remaining terms to maturity exceeding two years.

The liability sensitivity of the Company’s certificates of deposit is also affected by the degree to which interest rates offered and paid on such accounts reflect movements in overall market interest rates. The Company’s offering rates on certificates of deposit are generally correlated to current market interest rates for similar terms to maturity. The degree of such correlation is reflected in the direction, timing and magnitude of changes in certificate of deposit offering rates by term in relation to those of comparable market interest rates. A greater correlation between movements in certificate of deposit offering rates to movements in comparable duration market interest rates implies a greater degree of liability sensitivity, and vice versa.

In addition to certificates of deposit, the balance of deposits at September 30, 2018 also included non-maturity deposit balances totaling $1.84 billion representing 46.5% of total deposits and 34.2% of total funding. Such balances included interest-bearing checking accounts and savings and club accounts totaling $786.1 million and $743.3 million, respectively, as well as non-interest-bearing checking account balances totaling $308.6 million at September 30, 2018. Historically, the repricing characteristics of the Company’s interest-bearing, non-maturity accounts are generally correlated to movements in short-term market interest rates. As above, the degree of such correlation is generally determined by the direction, timing and magnitude of changes in interest rates paid on non-maturity deposits in relation to those of short-term market interest rates.

Excluding fair value adjustments, the balance of FHLB advances totaled $1.34 billion at September 30, 2018 and comprised both short-term and long-term advances with fixed rates of interest. Short-term FHLB advances generally have original maturities of less than one year and may include overnight borrowings which the Bank typically utilizes to address short term funding needs as they arise. Short-term FHLB advances at September 30, 2018 include $825.0 million of 90-day FHLB term advances that are generally forecasted to be periodically redrawn at maturity for the same 90 day term as the original advance. Based on this presumption, the Bank has utilized interest rate derivatives to extend the effective duration of each of these advances at the time they were drawn thereby effectively fixing their cost for longer periods of time. Given the effects of the interest rate derivatives, the effective fixed-rate, weighted average remaining term to maturity of the noted advances was approximately 3.1 years at September 30, 2018.

Long-term advances generally include advances with original maturities of greater than one year. At September 30, 2018, our outstanding balance of long-term FHLB advances totaled $516.7 million. Such advances included $145.0 million of fixed-rate, callable term advances and $371.4 million of fixed-rate, non-callable term advances as well as a $332,000 fixed-rate amortizing advance. The weighted average remaining term to maturity of the Company’s long-term, fixed rate FHLB advances was approximately 3.6 years at September 30, 2018.

In addition to FHLB advances, the balance of borrowings at September 30, 2018 also included $23.6 million in overnight “sweep account” balances linked to customer demand deposits and $60.0 million in other overnight borrowings drawn for liquidity management purposes.

With respect to the maturity and re-pricing of our interest-earning assets, at September 30, 2018, $107.5 million, or 2.3% of our total loans, will reach their contractual maturity dates within one year with the remaining $4.62 billion, or 97.7% of total loans having remaining terms to contractual maturity in excess of one year. Of loans maturing after one year, $1.96 billion had fixed rates of interest while the remaining $2.66 billion had adjustable rates of interest, with such loans representing 41.5% and 56.2% of total loans, respectively.

At September 30, 2018, $5.8 million, or 0.4% of our total securities, will reach their contractual maturity dates within one year with the remaining $1.30 billion, or 99.6% of total securities, having remaining terms to contractual maturity in excess of one year. Of the latter category, $706.7 million comprising 54.0% of our total securities had fixed rates of interest while the remaining $596.6 million comprising 45.6% of our total securities had adjustable or floating rates of interest.

At September 30, 2018, mortgage-related assets, including mortgage loans and mortgage-backed securities, totaled $5.19 billion and comprised 77.9% of total assets. In addition to remaining term to maturity and interest rate type as discussed above, other factors contribute significantly to the level of interest rate risk associated with mortgage-related assets. In particular, the scheduled amortization of principal and the borrower’s option to prepay any or all of a mortgage loan’s principal balance, where applicable, have a significant effect on the average lives of such assets and, therefore, the interest rate risk associated with them. In general, the prepayment rate on lower yielding assets tends to slow as interest rates rise due to the reduced financial incentive for borrowers to refinance their loans. By contrast, the prepayment rate of higher yielding assets tends to accelerate as interest rates decline due to the increased financial incentive for borrowers to prepay or refinance their loans to comparatively lower interest rates. These characteristics tend to diminish the benefits of falling interest rates to liability sensitive institutions while exacerbating the adverse impact of rising interest rates.

As a liability-sensitive institution, our net interest spread is generally expected to benefit from overall reductions in market interest rates. Conversely, our net interest spread is generally expected to be adversely impacted by overall increases in market interest rates. However, the general effects of movements in market interest rates can be diminished or exacerbated by “nonparallel” movements in interest rates across a yield curve. Nonparallel movements in interest rates generally occur when shorter term and longer term interest rates move disproportionately in a directionally consistent manner. For example, shorter term interest rates may decrease faster than longer term interest rates which would generally result in a steeper yield curve. Alternately, nonparallel movements in interest rates may also occur when shorter term and longer term interest rates move in a directionally inconsistent manner. For example, shorter term interest rates may rise while longer term interest rates remain steady or decline which would generally result in a “flatter” yield curve.

In general, the interest rates paid on our deposits tend to be determined based upon the level of shorter-term interest rates. By contrast, the interest rates earned on our loans and investment securities generally tend to be based upon the level of comparatively longer-term interest rates to the extent such assets are fixed-rate in nature. As such, the overall spread between shorter-term and longer-term interest rates when earning assets and costing liabilities re-price greatly influences our overall net interest spread over time. In general, a wider spread between shorter-term and longer-term interest rates, implying a steeper yield curve, is beneficial to our net interest spread. By contrast, a narrower spread between shorter-term and longer-term interest rates, implying a flatter yield curve, or a negative spread between those measures, implying an “inverted” yield curve, adversely impacts our net interest spread.

We continue to execute various strategies to mitigate the risk to our net interest rate spread and margin arising from adverse changes in interest rates and the shape of the yield curve. Such strategies include deploying excess liquidity in higher yielding interest-earning assets, such as commercial loans and investment securities, while continuing to limit increases in our cost of interest-bearing liabilities while extending their duration through various deposit pricing strategies. For example, we have extended the duration of our wholesale funding sources through cost effective use of interest rate derivatives that effectively converted short-term wholesale funding sources into longer-term, fixed-rate funding sources.

Notwithstanding these efforts, the risk of further net interest rate spread and margin compression is significant as the yield on our interest-earning assets reflects the lingering impact of greater declines in longer term market interest rates in prior years compared to the lesser concurrent reductions in shorter term market interest rates that affect the cost of our interest-bearing liabilities. Moreover, our liability sensitivity may adversely affect net income in the future as market interest rates continue to increase from their prior historical lows and our cost of interest-bearing liabilities may rise faster than our yield on interest-earning assets. This risk to earnings could be exacerbated by the flattening of the yield curve through which recent increases in shorter term market interest rates have recently outpaced increases in longer term market interest rates.

Given the inherent liability sensitivity of our balance sheet, our business plan also calls for greater expansion into C&I and construction lending. Toward that end, we are seeking to expand our retail lending resources with experienced business lenders focused on the origination of floating-rate and shorter-term fixed-rate loans and the corresponding core deposit account balances typically associated with such relationships. We have also developed an interest rate risk management strategy through which certain longer-duration, fixed-rate mortgage loan originations may be effectively converted into floating-rate assets through the use of interest rate derivatives in “loan-level” and “pool-level” hedging transactions.

We maintain an Asset/Liability Management (“ALM”) Program to address all matters relating to the management of interest rate risk and liquidity risk. The program is overseen by the Board of Directors through our Interest Rate Risk Management Committee comprising five members of the Board with our Chief Operating Officer, Chief Financial Officer, Treasurer/Chief Investment Officer and Chief Risk Officer participating as management’s liaison to the committee. The committee meets quarterly to address management of our assets and liabilities, including review of our liquidity and interest rate risk profiles, loan and deposit pricing and production volumes, investment and wholesale funding strategies, and a variety of other asset and liability management topics. The results of the committee’s quarterly review are reported to the full Board, which adjusts our ALM policies and strategies, as it considers necessary and appropriate.

The Board of Directors has assigned the responsibility for the operational aspects of the ALM program to our Asset/Liability Management Committee (“ALCO”). The ALCO is a management committee comprising the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Lending Officer, Chief Banking Officer, Chief Risk Officer and Treasurer/Chief Investment Officer. Additional members of our management team may be asked to participate on the ALCO, as appropriate.

Quantitative Analysis. The quantitative analysis regularly conducted by management measures interest rate risk from both a capital and earnings perspective. With regard to capital, our internal interest rate risk analysis calculates the sensitivity of our Economic Value of Equity (“EVE”) ratio to movements in interest rates. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet contracts. The EVE ratio represents the dollar amount of our EVE divided by the present value of our total assets for a given interest rate scenario. In essence, EVE attempts to quantify our economic value using a discounted cash flow methodology while the EVE ratio reflects that value as a form of capital ratio. The degree to which the EVE ratio changes for any hypothetical interest rate scenario from its “base case” measurement is a reflection of an institution’s sensitivity to interest rate risk.

Our EVE ratio is first calculated in a “base case” scenario that assumes no change in interest rates as of the measurement date. The model then measures the change in the EVE ratio throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve up and down 100, 200 and 300 basis points with additional scenarios modeled where appropriate. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain “down rate” scenarios during periods of lower market interest rates. Our interest rate risk management policy establishes acceptable floors for the EVE ratio and caps for the maximum percentage change in the dollar amount of EVE throughout the scenarios modeled.

As illustrated in the tables below, our EVE would be negatively impacted by an increase in interest rates. This result is expected given our liability sensitivity noted earlier. Specifically, based upon the comparatively shorter maturity and/or re-pricing characteristics of our interest-bearing liabilities compared with that of our interest-earning assets, an upward movement in interest rates would have a disproportionately adverse impact on the present value of our assets compared to the beneficial impact arising from the reduced present value of our liabilities. Hence, our EVE and EVE ratio decline in the increasing interest rate scenarios. The relatively low level of interest rates prevalent at September 30, 2018 and June 30, 2018 precluded the modeling of certain decreasing rate scenarios as parallel downward shifts in the yield curve would have resulted in negative interest rates for several points along that curve as of those analysis dates.

The following tables present the results of our internal EVE analysis as of September 30, 2018 and June 30, 2018, respectively.

	September 30, 2018
	Economic Value of Equity ("EVE")									EVE as a % of Present Value of Assets
Change in Interest Rates	$ Amount of EVE		$ Change in EVE			% Change in EVE				EVE Ratio			Change in EVE Ratio
	(Dollars in Thousands)
+300 bps		829,023		(230,510	)		(22	)	%		14.52	%		(234	)	bps
+200 bps		898,645		(160,888	)		(15	)	%		15.27	%		(159	)	bps
+100 bps		987,288		(72,245	)		(7	)	%		16.22	%		(64	)	bps
0 bps		1,059,533	-			-					16.86	%	-
-100 bps		1,088,603		29,070			3		%		16.84	%		(2	)	bps
-200 bps		1,067,947		8,414			1		%		16.16	%		(70	)	bps

	June 30, 2018
	Economic Value of Equity ("EVE")									EVE as a % of Present Value of Assets
Change in Interest Rates	$ Amount of EVE		$ Change in EVE			% Change in EVE				EVE Ratio			Change in EVE Ratio
	(Dollars in Thousands)
+300 bps		912,671		(212,562	)		(19	)	%		16.06	%		(193	)	bps
+200 bps		976,386		(148,847	)		(13	)	%		16.67	%		(132	)	bps
+100 bps		1,056,154		(69,079	)		(6	)	%		17.44	%		(55	)	bps
0 bps		1,125,233	-			-					17.99	%	-
-100 bps		1,134,786		9,553			1		%		17.67	%		(32	)	bps

As seen in the tables above, the dollar amount of EVE and the EVE ratios declined between comparative periods across all scenarios modeled while the sensitivity of those measures to movements in interest rates increased modestly. The decrease in the dollar amount of EVE and the EVE ratios across all rate scenarios largely reflect the overall decrease in stockholders’ equity arising from the Company’s continued repurchases of its common stock during the three months ended September 30, 2018. The noted increase in sensitivity of these EVE measures partly reflected the impact of reallocating the excess balance of cash and equivalents held at June 30, 2018 into comparatively longer duration commercial mortgage loans during the quarter ended September 30, 2018.

The increase in sensitivity also reflected the effect of the overnight borrowings utilized for day-to-day liquidity management purposes at September 30, 2018 compared to no overnight borrowings being utilized at June 30, 2018.

In addition to the specific considerations noted above, there are numerous internal and external factors that may also contribute to changes in an institution’s EVE ratio and its sensitivity. Internally, changes in the composition and allocation of an institution’s balance sheet and the interest rate risk characteristics of its components can significantly alter the exposure to interest rate risk as quantified by the changes in the EVE sensitivity measures. Changes to certain external factors, most notably changes in the level of market interest rates and overall shape of the yield curve, can also alter the projected cash flows of the institution’s interest-earning assets and interest-costing liabilities and the associated present values thereof. Changes in internal and external factors from period to period can complement one another’s effects to reduce overall sensitivity, partly or wholly offset one another’s effects, or exacerbate one another’s adverse effects and thereby increase the institution’s exposure to interest rate risk as quantified by EVE sensitivity measures.

Our internal interest rate risk analysis also includes an “earnings-based” component. A quantitative, earnings-based approach to measuring interest rate risk is strongly encouraged by bank regulators as a complement to the “EVE-based” methodology. However, there are no commonly accepted “industry best practices” that specify the manner in which “earnings-based” interest rate risk analysis should be performed with regard to certain key modeling variables. Such variables include, but are not limited to, those relating to rate scenarios (e.g., immediate and permanent rate “shocks” versus gradual rate change “ramps”, “parallel” versus “nonparallel” yield curve changes), measurement periods (e.g., one year versus two year, cumulative versus noncumulative), measurement criteria (e.g., net interest income versus net income) and balance sheet composition and allocation (“static” balance sheet, reflecting reinvestment of cash flows into like instruments, versus “dynamic” balance sheet, reflecting internal budget and planning assumptions).

The absence of a commonly shared, industry-standard set of analysis criteria and assumptions on which to base an “earnings-based” analysis could result in inconsistent or misinterpreted disclosure concerning an institution’s level of interest rate risk. Consequently, we limit the presentation of our earnings-based interest rate risk analysis to the scenarios presented in the table below. Consistent with the EVE analysis above, such scenarios utilize immediate and permanent rate “shocks” that result in parallel shifts in the yield curve. For each scenario, projected net interest income (“NII”) is measured over a one year period utilizing a static balance sheet assumption through which incoming and outgoing asset and liability cash flows are reinvested into similar instruments. Product pricing and earning asset prepayment speeds are appropriately adjusted for each rate scenario.

As illustrated in the tables below, at both September 30, 2018 and June 30, 2018, the findings of our NII-based analysis are generally consistent with those of the EVE-based analysis discussed above with both sets of analyses reflecting the Company’s overall liability sensitivity which increased between comparative periods for the reasons noted earlier. Notwithstanding this overall consistency, the exposure to interest rate risk assessed by the NII-based and EVE-based methodologies may differ in both magnitude and direction based on the comparative terms over which risk exposure is measured by those methodologies. As noted earlier, EVE-based analysis generally takes a longer-term view of interest rate risk by measuring changes in the present value of cash flows of interest-earning assets and interest-bearing liabilities over their expected lives. By contrast, the NII-based analysis presented below takes a comparatively shorter-term view of interest rate risk by measuring the forecasted changes in the net interest income generated by those interest-earning assets and interest-bearing liabilities over a one-year period.

The following tables present the results of our internal NII analysis as of September 30, 2018 and June 30, 2018, respectively.

			September 30, 2018
			Net Interest Income ("NII")
Change in Interest Rates	Balance Sheet Composition	Measurement Period	$ Amount of NII		$ Change in NII			% Change in NII
			(Dollars In Thousands)
+300 bps	Static	One Year	$	143,584	$	(12,011	)		(7.72	)	%
+200 bps	Static	One Year		147,552		(8,043	)		(5.17	)
+100 bps	Static	One Year		152,047		(3,548	)		(2.28	)
0 bps	Static	One Year		155,595		-			-
-100 bps	Static	One Year		152,879		(2,716	)		(1.75	)
-200 bps	Static	One Year		147,866		(7,729	)		(4.97	)

			June 30, 2018
			Net Interest Income ("NII")
Change in Interest Rates	Balance Sheet Composition	Measurement Period	$ Amount of NII		$ Change in NII			% Change in NII
			(Dollars In Thousands)
+300 bps	Static	One Year	$	151,420	$	(6,540	)		(4.14	)	%
+200 bps	Static	One Year		153,792		(4,168	)		(2.64	)
+100 bps	Static	One Year		156,617		(1,343	)		(0.85	)
0 bps	Static	One Year		157,960		-			-
-100 bps	Static	One Year		152,956		(5,004	)		(3.17	)

Finally, the relatively low level of interest rates prevalent at September 30, 2018 and June 30, 2018 precluded the modeling of certain decreasing rate scenarios normally used in the Company’s EVE and NII-based analyses as parallel downward shifts in the yield curve would have resulted in negative interest rates for several points along that curve as of those dates.

Notwithstanding the rate change scenarios presented in the EVE and earnings-based analyses above, future interest rates and their effect on net portfolio value or net interest income are not predictable. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments and deposit run-offs and should not be relied upon as indicative of actual results. Certain shortcomings are inherent in this type of computation. Although certain assets and liabilities may have similar maturity or periods of re-pricing, they may react at different times and in different degrees to changes in market interest rates. The interest rate on certain types of assets and liabilities, such as demand deposits and savings accounts, may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, generally have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayments and early withdrawal levels could deviate significantly from those assumed in making calculations set forth above. Additionally, an increase in credit risk may result as the ability of many borrowers to service their debt may decrease in the event of an interest rate increase.

As of the end of the period covered by this Report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended September 30, 2018, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

At September 30, 2018, neither the Company nor the Bank were involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition of the Company and the Bank.

The following table reports information regarding repurchases of the Company’s common stock during the quarter ended September 30, 2018.

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.

Maryland		30-0870244
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

120 Passaic Ave., Fairfield, New Jersey		07004
(Address of principal executive offices)		(Zip Code)

		Page Number
PART I—FINANCIAL INFORMATION

Item 1:	Financial Statements

	Consolidated Statements of Financial Condition at September 30, 2018 (Unaudited) and June 30, 2018	1

	Consolidated Statements of Income for the Three Months Ended September 30, 2018 and September 30, 2017 (Unaudited)	2

	Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, 2018 and September 30, 2017 (Unaudited)	4

	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended September 30, 2018 and September 30, 2017 (Unaudited)	5

	Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2018 and September 30, 2017 (Unaudited)	6

	Notes to Consolidated Financial Statements (Unaudited)	8

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

Item 3:	Quantitative and Qualitative Disclosure About Market Risk	56

Item 4:	Controls and Procedures	62

PART II—OTHER INFORMATION

Item 1:	Legal Proceedings	63

Item 1A:	Risk Factors	63

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3:	Defaults Upon Senior Securities	63

Item 4:	Mine Safety Disclosures	63

Item 5:	Other Information	63

Item 6:	Exhibits	64

SIGNATURES		65

	September 30, 2018
	Amortized Cost		Fair Value
	(In Thousands)
Debt securities available for sale:
Due in one year or less	$	1	$	1
Due after one year through five years		153,602		153,425
Due after five years through ten years		34,592		33,603
Due after ten years		391,038		392,512
Total	$	579,233	$	579,541

	September 30, 2018
	Amortized Cost		Fair Value
	(In Thousands)
Debt securities held to maturity:
Due in one year or less	$	5,787	$	5,768
Due after one year through five years		33,062		32,536
Due after five years through ten years		112,123		109,790
Due after ten years		4,364		4,253
Total	$	155,336	$	152,347

	Three Months Ended September 30, 2017
	Amount of Gain (Loss) Recognized in OCI on Derivatives			Location of Gain (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
	(In Thousands)
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	260		Interest expense	$	(1,126	)
Interest rate caps		(13	)	Interest expense		(274	)
Total	$	247			$	(1,400	)

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


	Three Months Ended
	September 30, 2017
Unaudited Supplemental Pro Forma Information:	(In Thousands)
Net interest income	$	38,811
Non-interest income		4,205
Non-interest expense		26,960
Net income available to common stockholders		9,614

	Three Months Ended September 30,
	2018		2017
	(In Thousands)
Beginning balance	$	206	$	215
Accretion to interest income		-		(9	)
Ending balance	$	206	$	206

	September 30, 2018
	Asset Derivatives			Liability Derivatives
	Location	Fair Value		Location	Fair Value
	(In Thousands)
Derivatives designated as hedging instruments:
Interest rate swaps	Other assets	$	33,724	Other liabilities	$	-
Total		$	33,724		$	-

	Three Months Ended						Affected Line Item in the Consolidated
	September 30,						Statements of Income
		2018			2017
	(In Thousands)
Service cost	$	14		$	12		Salaries and employee benefits
Interest cost		94			93		Miscellaneous non-interest expense
Amortization of unrecognized loss		11			11		Miscellaneous non-interest expense
Expected return on assets		(28	)		(30	)	Miscellaneous non-interest expense
Net periodic benefit cost	$	91		$	86

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1-31, 2018		1,223,100	$	13.76		1,223,100		6,319,997
August 1-31, 2018		160,100	$	13.79		160,100		6,159,897
September 1-30, 2018		574,400	$	13.73		574,400		5,585,497

Total		1,957,600	$	13.75		1,957,600		5,585,497

	KEARNY FINANCIAL CORP.

Date: November 8, 2018	By:	/s/ Craig L. Montanaro
		Craig L. Montanaro
		President and Chief Executive Officer
		(Duly authorized officer and principal executive officer)

Date: November 8, 2018	By:	/s/ Keith Suchodolski
		Keith Suchodolski
		Executive Vice President and
		Chief Financial Officer
		(Principal financial and accounting officer)