UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

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

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

For the transition period from to

Commission File Number: 0-20957

SUN BANCORP, INC.

(Exact name of registrant as specified in its charter)

New Jersey

52-1382541

(State or other jurisdiction of

incorporation or organization

(I.R.S. Employer

Identification No.)

350 Fellowship Road, Suite 101, Mount Laurel, New Jersey 08054

(Address of principal executive offices) (Zip Code)

(856) 691-7700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). Yes ☐ No ☒

Common Stock, $5.00 Par Value – 19,~~091~~096,~~890~~711 Shares Outstanding at ~~August~~November 43, 2017

TABLE OF CONTENTS

		PageNumber
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Statements of Financial Condition at June 30, 2017 and December 31, 2016	3
	Unaudited Condensed Consolidated Statements of Financial Condition at September 30, 2017 and December 31, 2016	3
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016	4
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2017 and 2016	5
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016	5
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the Six Months Ended June 30, 2017 and 2016	6
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the Nine Months Ended September 30, 2017 and 2016	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	63
Item 4.	Controls and Procedures	64
PART II – OTHER INFORMATION		66
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6866
Item 3.	Defaults Upon Senior Securities	6866
Item 4.	Mine Safety Disclosures	6866
Item 5.	Other Information	6866
Item 6.	Exhibits	6867
Signatures		7068
Exhibits:
	Exhibit 2.1 Agreement and Plan of Merger Exhibit 3.1 Amended and Restated Certificate of Incorporation of Sun Bancorp, Inc.
	Exhibit 3.2 Amended and Restated Bylaws of Sun Bancorp, Inc.
	Exhibit 4.1 Common Security Specimen
	Exhibit 31(a) Section 302 Certification of CEO
	Exhibit 31(b) Section 302 Certification of Chief Financial Officer
	Exhibit 32 Section 906 Certifications
	Exhibit 101.INS XBRL Instance Document
	Exhibit 101.SCH XBRL Taxonomy Extension Schema Document
	Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
	Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document
	Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
	Exhibit 101.DEF XBRL Taxonomy Definition Linkbase Document

SUN BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands, except par value amounts)

	June 30,			December 31,
	September 30,			December 31,
	2017			2016
ASSETS
Cash and due from banks	$	2220,~~086~~180		$	19,645
Interest earning bank balances		~~105~~73,~~745~~278			114,563
Cash and cash equivalents		~~127~~93,~~831~~458			134,208
Restricted cash		1,000			5,000
Investment securities available for sale (amortized cost of $285,854 and $300,028 at June 30, 2017 and December 31, 2016, respectively)		282,598			295,686
Investment securities available for sale (amortized cost of $274,374 and $300,028 at September 30, 2017 and December 31, 2016, respectively)		271,334			295,686
Investment securities held to maturity (estimated fair value of $250 at June 30, 2017 and December 31, 2016)		250			250
Investment securities held to maturity (estimated fair value of $250 at September 30, 2017 and December 31, 2016)		250			250
Loans receivable (net of allowance for loan losses of $14,945 and $15,541 at June 30, 2017 and December 31, 2016, respectively)		1,574,167			1,594,377
Loans receivable (net of allowance for loan losses of $14,694 and $15,541 at September 30, 2017 and December 31, 2016, respectively)		1,574,498			1,594,377
Restricted equity investments, at cost		1716,~~139~~844			15,791
Bank properties and equipment, net		28,~~962~~225			30,148
Accrued interest receivable		45,~~944~~161			5,122
Goodwill		38,188			38,188
Bank owned life insurance (BOLI)		84,~~081~~572			83,109
Deferred taxes, net		4947,~~442~~872			51,573
Other assets		86,~~200~~272			8,810
Total assets	$	2,~~216~~167,~~802~~674		$	2,262,262
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits	$	1,~~708~~682,~~253~~494		$	1,741,363
Advances from the Federal Home Loan Bank of New York (FHLBNY)		85,~~317~~266			85,416
Obligations under capital lease		65,~~079~~970			6,292
Junior subordinated debentures		7751,~~322~~548			92,786
Other liabilities		1413,~~771~~797			16,696
Total liabilities		1,~~891~~839,~~742~~075			1,942,553
Commitments and contingencies
Shareholders' equity:
Preferred stock, $1 par value, 1,000,000 shares authorized; none issued		—			—
Common stock, $5 par value, 40,000,000 shares authorized; 19,133,815 shares issued and 19,060,593 shares outstanding at June 30, 2017; 19,030,704 shares issued and 18,922,726 shares outstanding at December 31, 2016.		95,669			95,154
Common stock, $5 par value, 40,000,000 shares authorized; 19,134,685 shares issued and 19,092,748 shares outstanding at September 30, 2017; 19,030,704 shares issued and 18,922,726 shares outstanding at December 31, 2016.		95,673			95,154
Additional paid-in capital		~~509~~508,~~124~~869			508,593
Retained deficit		(~~273~~271,~~997~~448	)		(276,501	)
Accumulated other comprehensive loss		(1,~~926~~798	)		(2,568	)
Deferred compensation plan trust		(1,~~258~~276	)		(1,160	)
Treasury stock at cost, 73,222 shares at June 30, 2017 and 107,978 shares at December 31, 2016.		(2,552	)		(3,809	)
Treasury stock at cost, 41,937 shares at September 30, 2017 and 107,978 shares at December 31, 2016.		(1,421	)		(3,809	)
Total shareholders' equity		~~325~~328,~~060~~599			319,709
Total liabilities and shareholders' equity	$	2,~~216~~167,~~802~~674		$	2,262,262

See Notes to Unaudited Condensed Consolidated Financial Statements.

SUN BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

For the Three Months Ended

For the ~~Six~~Nine Months Ended

June 30,

September 30,

2017

2016

2017

2016

INTEREST INCOME:

Interest and fees on loans

16,~~224~~659

15,~~666~~582

3148,~~897~~557

3046,~~697~~278

Interest on taxable investment securities

1,~~797~~737

1,~~618~~657

35,~~582~~319

34,~~298~~956

Dividends on restricted equity investments

~~230~~247

~~214~~220

~~468~~715

~~437~~657

Total interest income

18,~~251~~643

17,~~498~~459

3554,~~947~~591

3451,~~432~~891

INTEREST EXPENSE:

Interest on deposits

1,~~693~~659

1,~~456~~556

35,~~379~~038

24,~~748~~304

Interest on funds borrowed

~~534~~537

~~542~~545

1,~~065~~602

1,~~086~~631

Interest on junior subordinated debentures

~~1,161~~413

~~628~~646

12,~~868~~281

1,~~240~~886

Total interest expense

32,~~388~~609

2,~~626~~747

68,~~312~~921

57,~~074~~821

Net interest income

1416,~~863~~034

14,~~872~~712

2945,~~635~~670

2944,~~358~~070

(RECOVERY OF) PROVISION FOR LOAN LOSSES

~~(831~~—

)

~~(1,682~~—

)

(831

)

(1,682

)

Net interest income after provision for loan losses

1516,~~694~~034

1614,~~554~~712

3046,~~466~~501

3145,~~040~~752

NON-INTEREST INCOME:

Deposit service charges and fees

1,~~367~~350

1,~~618~~540

24,~~769~~119

34,~~198~~737

Interchange fees

~~510~~483

~~486~~451

~~977~~1,460

~~970~~1,422

Gain on sale of investment securities

426

Gain on sale of loans

—

Investment products income

327

538

611

914

Gain on sale of investment securities

—

426

BOLI income

488

489

972

997

Investment products income

293

505

905

1,419

Other income

282

217

1,072

431

BOLI income

491

485

1,463

1,482

Total non-interest income

3,000

3,774

6,431

6,936

Other income

218

120

1,289

551

Total non-interest income

2,835

3,142

9,266

10,078

NON-INTEREST EXPENSE:

Salaries and employee benefits

8,~~966~~821

98,~~333~~649

1726,~~848~~669

1827,~~396~~045

Occupancy expense

2,~~252~~141

2,~~144~~273

46,~~602~~742

46,~~482~~756

Equipment expense

1,~~142~~070

1,~~068~~303

23,~~299~~369

23,~~159~~462

Data processing expense

~~911~~992

1,~~075~~116

12,~~930~~923

23,~~263~~379

Professional fees

~~1,116~~625

~~537~~730

12,~~652~~277

1,~~008~~738

Insurance expense

~~408~~389

~~556~~452

~~803~~1,192

1,~~344~~796

Advertising expense

~~346~~306

~~393~~412

~~659~~964

~~775~~1,187

Problem loan expense

7075

~~187~~131

~~204~~279

~~220~~350

Other expense

~~1,078~~90

~~1,773~~871

2,~~354~~445

23,~~943~~814

Total non-interest expense

1614,~~289~~509

1715,~~066~~937

3246,~~351~~860

3349,~~590~~527

INCOME BEFORE INCOME TAXES

24,~~405~~360

31,~~262~~917

48,~~546~~907

46,~~386~~303

INCOME TAX EXPENSE

~~950~~1,620

~~299~~287

13,~~661~~282

~~598~~885

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

12,~~455~~740

21,~~963~~630

25,~~885~~625

35,~~788~~418

Basic earnings per share

0.0814

0.1609

0.1530

0.2029

Diluted earnings per share

0.0814

0.1609

0.1529

0.2029

Weighted average shares - basic

19,~~059~~088,~~626~~192

18,~~848~~874,~~236~~577

19,~~023~~044,~~024~~985

18,~~793~~821,~~987~~047

Weighted average shares - diluted

19,~~191~~188,~~294~~490

18,~~957~~962,~~201~~740

19,~~149~~162,~~326~~414

18,~~889~~909,~~561~~867

See Notes to Unaudited Condensed Consolidated Financial Statements.

SUN BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

	For the Three Months Ended
	June 30,
	September 30,
	2017			2016
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	12,~~455~~740		$	21,~~963~~630
Other Comprehensive Income, net of tax
Unrealized gains on securities:
Unrealized gain (loss) on securities:
Unrealized holding gain arising during period		249			785
Unrealized holding gain (loss) arising during period		128			(278	)
Less: reclassification adjustment for gains included in net income		~~(15~~—	)		~~(23~~—	)
Other comprehensive income		234			762
Other comprehensive income (loss)		128			(278	)
COMPREHENSIVE INCOME	$	12,~~689~~868		$	31,~~725~~352
	For the Six Months Ended
	For the Nine Months Ended
	June 30,
	September 30,
	2017			2016
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	25,~~885~~625		$	35,~~788~~418
Other Comprehensive Income, net of tax
Unrealized gains on securities:
Unrealized holding gains arising during period		~~660~~787			1,~~799~~521
Less: reclassification adjustment for gains included in net income		(1817	)		(23	)
Other comprehensive income		~~642~~770			1,~~776~~498
COMPREHENSIVE INCOME	$	36,~~527~~395		$	56,~~564~~916

See Notes to Unaudited Condensed Consolidated Financial Statements.

SUN BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars in thousands)

											Accumulated
					Additional						Other			Deferred
	Preferred		Common		Paid-In			Retained			Comprehensive			Compensation			Treasury
	Stock		Stock		Capital			Deficit			Loss			Plan Trust			Stock			Total
BALANCE, December 31, 2016	$	—	$	95,154	$	508,593		$	(276,501	)	$	(2,568	)	$	(1,160	)	$	(3,809	)	$	319,709
Net income		—		—		—			25,~~885~~625			—			—			—			25,~~885~~625
Other comprehensive income		—		—		—			—			~~642~~770			—			—			~~642~~770
Exercise of stock options		—		—		(7397	)		—			—			—			~~146~~192			7395
Issuance of common stock		—		~~515~~519		(~~931~~1,996	)		—			—			(98116	)		12,~~111~~196			~~597~~603
Stock-based compensation		—		—		12,~~535~~369			—			—			—			—			12,~~535~~369
Dividends paid to common shareholders		—		—		—			(~~381~~572	)		—			—			—			(~~381~~572	)
BALANCE, June 30, 2017	$	—	$	95,669	$	509,124		$	(273,997	)	$	(1,926	)	$	(1,258	)	$	(2,552	)	$	325,060
BALANCE, September 30, 2017	$	—	$	95,673	$	508,869		$	(271,448	)	$	(1,798	)	$	(1,276	)	$	(1,421	)	$	328,599
BALANCE, December 31, 2015	$	—	$	94,554	$	510,659		$	(337,542	)	$	(1,752	)	$	(1,122	)	$	(8,409	)	$	256,388
Net income		—		—		—			35,~~788~~418			—			—			—			35,~~788~~418
Other comprehensive income		—		—		—			—			1,~~776~~498			—			—			1,~~776~~498
Exercise of stock options		—		—		(1443	)		—			—			—			2163			720
Issuance of common stock		—		578		(13,~~743~~004	)		—			—			~~246~~117			13,~~875~~162			~~956~~853
Stock-based compensation		—		—		1,~~257~~889			—			—			—			—			1,~~257~~889
BALANCE, June 30, 2016	$	—	$	95,132	$	510,159		$	(333,754	)	$	24		$	(876	)	$	(5,613	)	$	264,172
Dividends paid to common shareholders		—		—		—			(188	)		—			—			—			(188	)
BALANCE, September 30, 2016	$	—	$	95,132	$	509,501		$	(332,312	)	$	(254	)	$	(1,005	)	$	(5,184	)	$	265,878

See Notes to Unaudited Condensed Consolidated Financial Statements.

SUN BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2017			2016
OPERATING ACTIVITIES
Net income	$	25,~~885~~625		$	35,~~788~~418
Adjustments to reconcile net income to net cash provided by operating activities:
Release of loan loss reserves		(831	)		(1,682	)
Increase in off-balance sheet reserves		2319			~~257~~229
Depreciation, amortization and accretion		2,~~064~~980			24,~~666~~017
Gain on sale of investment securities available-for-sale		(30	)		(426	)
Increase in cash surrender value of BOLI		(972	)		(997	)
Gain on sale of consumer loans		—			(41	)
Deferred income taxes		1,688			561
Increase in cash surrender value of BOLI		(1,463	)		(1,482	)
Stock-based compensation		1,535			1,257
Deferred income taxes		3,169			840
Stock-based compensation		2,369			1,889
Change in assets and liabilities which provided (used) cash:
Accrued interest receivable		~~178~~(39	)		(~~167~~251	)
Other assets		~~(941~~774	)		~~1,430~~(141	)
Other liabilities		(~~174~~1,234	)		(~~866~~1,131	)
Net cash provided by operating activities		511,~~404~~639			57,~~821~~239
INVESTING ACTIVITIES
Purchases of available-for-sale securities		(44101,~~297~~210	)		(4578,~~780~~459	)
Net purchase of restricted equity securities		(1,~~348~~053	)		(48176	)
Proceeds from maturities, prepayments or calls of investment securities available-for-sale		4459,~~708~~216			2342,~~650~~580
Proceeds from the sale of investment securities available-for-sale		1367,~~719~~541			30,~~846~~743
Proceeds from sale of commercial and consumer loans		—			400
Transfer of restricted cash to cash and cash equivalents		4,000			—
Net decrease (increase) in loans		2120,~~209~~900			(1619,~~616~~954	)
Purchases of bank properties and equipment		(~~604~~760	)		(~~960~~1,628	)
Proceeds from sale of real estate owned		—			266
Net cash provided by (used in) investing activities		3748,~~387~~634			(826,~~642~~228	)
FINANCING ACTIVITIES
Net decrease in deposits		(3358,~~084~~837	)		(3228,~~408~~422	)
Cash dividends paid to stockholders		(~~381~~572	)		—(188	)
Repayments of advances from FHLBNY		(99150	)		(94142	)
Repayment of obligations under capital leases		(~~213~~322	)		(~~200~~302	)
Redemption of junior subordinated debentures		(1541,~~464~~238	)		—
Proceeds from exercise of stock options		7396			720
Net cash used in financing activities		(49101,~~168~~023	)		(3229,~~695~~034	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(640,~~377~~750	)		(3548,~~516~~023	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		134,208			204,315
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	~~127~~93,~~831~~458		$	~~168~~156,~~799~~292
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	68,~~329~~968		$	57,~~059~~785
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS
Trade date liability on purchase of investment securities	$	—		$	2,143

See Notes to Unaudited Condensed Consolidated Financial Statements.

SUN BANCORP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All dollar amounts presented in the tables, except share and per share amounts, are in thousands)

(1) Organization

Sun Bancorp, Inc. (the “Company”) is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Company is the parent company of Sun National Bank (the “Bank”), a national bank and the Company’s principal wholly owned subsidiary. The Bank’s wholly owned subsidiaries are Prosperis Financial Solutions, LLC (“Prosperis Financial Solutions”), 2020 Properties, L.L.C. and 4040 Properties, L.L.C.

The Company’s principal business is to serve as a holding company for the Bank. Through the Bank, the Company provides commercial and consumer banking services. The Bank is in the business of attracting customer deposits through its Community Banking Centers and investing these funds, together with borrowed funds and cash from operations, in loans, primarily commercial real estate and multifamily residential loans, as well as mortgage-backed and investment securities. The principal business of Prosperis Financial Solutions is to offer mutual funds, securities brokerage, annuities and investment advisory services through the Bank’s Community Banking Centers. The principal business of 2020 Properties, L.L.C. and 4040 Properties, L.L.C. is to acquire and thereafter liquidate certain real estate and other assets in satisfaction of debts previously contracted by the Bank. The Company’s ~~four~~five capital trusts, Sun Capital Trust V (“Trust V”), Sun Capital Trust VI (“Trust VI”), Sun Capital Trust VII, Sun Statutory Trust VII and Sun Capital Trust VIII, collectively, the “Issuing Trusts,” are presented on a deconsolidated basis. The Issuing Trusts, consisting of ~~three~~four Delaware business trusts and one Connecticut business trust, hold junior subordinated debentures issued by the Company.

As of ~~June~~September 30, 2017, the Company had 35 locations primarily throughout New Jersey, including 30 branch offices. The Company also has headquarters, back office and loan production locations, including one loan production office located in New York.

The Company’s outstanding common stock is traded on the NASDAQ Global Select Market under the symbol “SNBC.” The Company is subject to the reporting requirements of the Securities and Exchange Commission (“SEC”). The Company’s primary federal regulator is the Board of Governors of the Federal Reserve System (the “FRB”) and the Bank’s primary federal regulator is the Office of the Comptroller of the Currency (the “OCC”).

On June 30, 2017, the Company entered into a definitive agreement (“Merger Agreement”) with OceanFirst Financial Corp. (NASDAQ: OCFC) (“OceanFirst”), a Delaware corporation and the parent company of OceanFirst Bank and Mercury Merger Sub Corp. (“Merger Sub”), a wholly-owned subsidiary of OceanFirst. Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company as the surviving entity (the “First-Step Merger”), and immediately following the First-Step Merger, the Company will merge with and into OceanFirst, with OceanFirst as the surviving entity (together with the First-Step Merger, the “Merger”). It is anticipated that immediately following the consummation of the Merger, the Bank will merge with and into OceanFirst Bank, with OceanFirst Bank as the surviving bank.

Upon completion of the Merger, each outstanding share of Company common stock will be converted into the right to receive, at the election of each Company shareholder, either cash or common stock of OceanFirst, subject to an allocation and proration procedure. The amount of cash (“Cash Consideration”) to be received for a share of Company stock is based on a formula designed to equal the sum of (A) $3.78 plus (B) the product of 0.7884 multiplied by the volume-weighted average trading price of shares of common stock, par value $0.01 per share, of OceanFirst (the “OceanFirst Common Stock”) for the five trading days immediately prior to the day on which the First-Step Merger occurs (the “OceanFirst Share Closing Price”). The Merger Agreement provides that the aggregate amount of Cash Consideration will not exceed the product of (x) $3.78 and (y) the total number of shares of the Company’s common stock issued and outstanding immediately prior to the effective time of the First-Step Merger. The number of shares of OceanFirst Common Stock (“Stock Consideration”) to be received for a share of Company stock will be equal to the quotient of (A) the Cash Consideration divided by (B) the OceanFirst Share Closing Price. The Merger was unanimously approved by the boards of directors of each of the Company and OceanFirst in June 2017.

exceptions, to recommend that its shareholders adopt the Merger Agreement, and to approve the issuance of the shares of OceanFirst Common Stock in connection with the First-Step Merger, and (4) the Company’s non-solicitation obligations relating to alternative acquisition proposals. The Company and OceanFirst have agreed to use their reasonable best efforts to prepare and file all applications, notices, and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement. Simultaneously with the execution of the Merger Agreement, certain of the Company’s shareholders have entered into voting and support agreements with OceanFirst pursuant to which each has agreed to vote in favor of the Merger.

The consummation of the Merger is subject to customary closing conditions, including (1) receipt of the requisite approvals of the Company shareholders and the OceanFirst shareholders, (2) receipt of all required regulatory approvals, (3) the absence of any law or order prohibiting the consummation of the Merger, (4) the effectiveness of the registration statement to be filed by OceanFirst with the SEC with respect to the OceanFirst Common Stock to be issued in the First-Step Merger, and (5) authorization for listing on the NASDAQ Global Select Market of the shares of OceanFirst Common Stock to be issued in the First-Step Merger. In addition, each party’s obligation to consummate the Merger is subject to certain other customary conditions, including (a) the accuracy of the representations and warranties of the other party, subject to certain materiality standards, (b) compliance in all material respects by the other party with its covenants and (c) receipt by such party of an opinion from such party’s counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

The Merger Agreement provides certain termination rights for each of OceanFirst and the Company, and further provides that if the Merger Agreement is terminated under certain circumstances, the Company or OceanFirst, as applicable, will be obligated to pay the other party a termination fee equal to $17.0 million.

On October 24 and 25, 2017, the Company and OceanFirst received their respective requisite shareholder approvals for the Merger. Regulatory approval of the Merger was received from the Federal Reserve Bank of Philadelphia on October 17, 2017. The regulatory application for the transaction remains under review by the OCC. Subject to receipt of OCC approval and other customary closing conditions noted above, the Company expects to close the Merger in January 2018.

(2) Summary of Significant Accounting Policies

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with the instructions to Form 10-Q, and therefore, do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, comprehensive income (loss), changes in equity and cash flows in conformity with Accounting Principles Generally Accepted in the United States of America (“GAAP”).

All normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC. The results for the ~~six~~nine months ended ~~June~~September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other period. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. The significant estimates include the allowance for loan losses, other-than-temporary impairment (“OTTI”) on investment securities, goodwill, and income taxes. Actual results may differ from these estimates under different assumptions or conditions.

Basis of Consolidation. The unaudited condensed consolidated financial statements include, after all intercompany balances and transactions have been eliminated, the accounts of the Company, its principal wholly owned subsidiary, the Bank, and the Bank’s wholly-owned subsidiaries, Prosperis Financial Solutions, 2020 Properties, L.L.C., and 4040 Properties, L.L.C. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, Consolidation (“FASB ASC 810-10”), the Issuing Trusts are presented on a deconsolidated basis.

Segment Information. As defined in accordance with FASB ASC 280, Segment Reporting, the Company has one reportable and operating segment, “Community Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, lending is dependent upon the ability of the Company to fund itself with deposits and other borrowings and to manage interest rate and credit risk. In addition, the Company’s chief operating decision maker reviews the Company’s financial data on a consolidated basis when assessing ~~financial performance. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment or unit.~~

Cash and Cash Equivalents. Cash and cash equivalents includes cash and amounts due from banks, interest-earning bank balances and federal funds sold, all of which have original maturity dates of 90 days or less.

financial performance. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment or unit.

Restricted Cash. Restricted cash includes cash held as collateral against customer letters of credit held with another bank.

Investment Securities. The Company’s investment portfolio includes both held-to-maturity and available-for-sale securities. The purchase and sale of the Company’s investment securities are recorded based on trade date accounting. At ~~June~~September 30, 2017 and December 31, 2016, the Company had no unsettled investment security purchase transactions. The following provides further information on the Company’s accounting for debt securities:

Held-to-Maturity – Investment securities that management has the positive intent and ability to hold until maturity are classified as held-to-maturity and carried at their remaining unpaid principal balance, net of unamortized premiums or unaccreted discounts. Premiums are amortized and discounts are accreted using the interest method over the estimated remaining term of the underlying security.

Available-for-Sale – Investment securities that will be held for indefinite periods of time, including securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity and changes in the availability and the yield of alternative investments, are classified as available-for-sale. These assets are carried at their estimated fair value. Fair values are based on quoted prices for identical assets in active markets, quoted prices for similar assets in markets that are either actively or not actively traded, or in some cases where there is limited activity or less transparency around inputs, internally developed discounted cash flow models. Unrealized gains and losses are excluded from earnings and are reported net of tax in accumulated other comprehensive income (loss) on the unaudited condensed consolidated statements of financial condition until realized, including those recognized through the non-credit component of an OTTI charge.

In accordance with FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets, and FASB ASC 320, Investment – Debt and Equity Securities, the Company evaluates its securities portfolio for OTTI throughout the year. Each investment, which has a fair value less than the book value, is reviewed on a quarterly basis by management. Management considers, at a minimum, whether the following factors exist that, both individually or in combination, could indicate that the decline is other-than-temporary: (a) the Company has the intent to sell the security; (b) it is more likely than not that it will be required to sell the security before recovery; and (c) the Company does not expect to recover the entire amortized cost basis of the security. Among the factors that are considered in determining the Company’s intent is a review of capital adequacy, the interest rate risk profile and liquidity at the Company. An impairment charge is recorded against individual securities if the review described above concludes that the decline in value is other-than-temporary. During both the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016, it was determined there were no other-than-temporarily impaired investments. As a result, the Company did not record credit related OTTI charges through earnings during the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016.

Deferred Loan Fees. Loans fees on loans held-for-investment, net of certain direct loan origination costs, are deferred and the balance is amortized to income as a yield adjustment over the life of the loan using the interest method.

Allowance for Loan Losses. The allowance for loan losses is determined by management based upon past experience, evaluation of estimated loss and impairment in the loan portfolio, current economic conditions and other pertinent factors. The allowance for loan losses is maintained at a level that management considers adequate to provide for estimated losses and impairment based upon an evaluation of known and inherent risk in the loan portfolio. Loan impairment is evaluated based on the fair value of collateral, less estimated selling costs. While management uses the best information available to make such evaluations, future adjustments to the allowance for loan losses may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations.

The provision for loan losses is based upon historical loan loss experience, a series of qualitative factors and an evaluation of estimated losses in the current loan portfolio, including the evaluation of impaired loans under FASB ASC 310, Receivables (“FASB ASC 310”). Values assigned to the qualitative factors and those developed from historic loss experience provide a dynamic basis for the calculation of reserve factors for both pass-rated loans (general pooled allowance) and those criticized and classified loans that continue to perform. For the commercial loan portfolio, historic loss and recovery experience over a two-year horizon, based on a rolling 28-quarter migration analysis, is taken into account for the quantitative factor component. For the non-commercial loan portfolio, the average loss history and recovery experience for a one-year period based on a rolling 12-quarter time period is utilized for the quantitative factor component. A loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan. An insignificant delay or insignificant shortfall in amount of payments does not necessarily result in the loan being identified as impaired. For this purpose, delays less than 90 days are considered to be insignificant. Impairment losses are included in the provision for loan losses. Loans not individually reviewed are evaluated as a group using reserve factor percentages based on historical loss experience and qualitative factors. Included in these qualitative factors are:

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Levels of past due, classified and non-accrual loans, and troubled debt restructurings (“TDR”);

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Nature, volume, and concentration of loans;

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Historical loss trends;

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Changes in lending policies and procedures, underwriting standards, collections, and for commercial loans, the level of loans being approved with exceptions to policy;

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Experience, ability and depth of management and staff;

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National and local economic and business conditions, including various market segments;

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Quality of the Company’s loan review system and degree of Board oversight; and

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Effect of external factors, including the deterioration of collateral values, on the level of estimated credit losses in the current portfolio.

Commercial loans, including commercial real estate loans, are placed on non-accrual status at the time the loan has been delinquent for 90 days unless the loan is well secured and in the process of collection, and are generally charged-off no later than 180 days after becoming delinquent unless the loan is well secured and in the process of collection, or other extenuating circumstances support collection. Residential real estate loans are typically placed on non-accrual status at the time the loan has been delinquent for 90 days, and are generally charged-off no later than 180 days after becoming delinquent. Other consumer loans are placed on non-accrual status at the time the loan has been delinquent for 90 days, and are typically charged-off 180 days after becoming delinquent. In all cases, loans must be placed on non-accrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful.

Restricted Equity Securities. Certain securities are classified as restricted equity securities because ownership is restricted and there is not an established market for their resale. These securities are carried at cost and are evaluated for impairment on a quarterly basis.

Bank Properties and Equipment. Land is carried at cost. Bank properties and equipment are stated at cost, less accumulated depreciation. Depreciation, which is recorded in equipment expense on the consolidated statements of operations, is computed by the straight-line method based on the estimated useful life of the asset, generally as follows:

Asset Type		Estimated Useful Life
Buildings		40 years
Leasehold improvements		Lesser of the useful life or the remaining lease term, including renewals, if applicable
Furniture, Fixtures and Equipment		Three to 10 years
Computer Software		Three years

Goodwill. Goodwill is the excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company tests goodwill for impairment annually as of December 31, unless circumstances indicate that a test is required at an earlier date. The Company utilizes the two-step goodwill impairment test outlined in FASB ASC 350, Intangibles – Goodwill and Other. Step one, which is used to identify potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. A reporting unit is an operating segment, or one level below an operating segment, as defined in FASB ASC 280, Segment Reporting. The Company has one reportable operating segment, “Community Banking,” and there are no components to this operating segment. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and step two is therefore unnecessary. If the carrying amount of the reporting unit exceeds its fair value, the second step is performed to measure the amount of the impairment loss, if any. At December 31, 2016, the Company performed its annual goodwill impairment test, and step one of the analysis indicated that the Company’s fair value was greater than its carrying value; therefore, the Company’s goodwill was not impaired at December 31, 2016. At September 30, 2017, the Company considered the impact of the Merger to its goodwill impairment assessment and noted there would be no impact as the

annually as of December 31, unless circumstances indicate that a test is required at an earlier date. The Company utilizes the two-step goodwill impairment test outlined in FASB ASC 350, Intangibles – Goodwill and Other. Step one, which is used to identify potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. A reporting unit is an operating segment, or one level below an operating segment, as defined in FASB ASC 280, Segment Reporting. The Company has one reportable operating segment, “Community Banking,” and there are no components to this operating segment. If the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and step two is therefore unnecessary. If the carrying amount of the reporting unit exceeds its fair value, the second step is performed to measure the amount of the impairment loss, if any. At December 31, 2016, the Company performed its annual goodwill impairment test, and step one of the analysis indicated that the Company’s fair value was greater than its carrying value; therefore, the Company’s goodwill was not impaired at December 31, 2016. At June 30, 2017, the Company considered the impact of the Merger to its goodwill impairment assessment and noted there would be no impact as the agreed upon sale price is in excess of the carrying value of the reporting unit. The carrying amount of goodwill totaled $38.2 million at both ~~June~~September 30, 2017 and December 31, 2016.

Bank Owned Life Insurance (“BOLI”). The Company has purchased life insurance policies on certain key employees. These policies are recorded at their cash surrender value, or the amount that can be realized in accordance with FASB ASC 325-30, Investments in Insurance Contracts. At ~~June~~September 30, 2017, the Company had $2829.91 million invested in a general account and $55.25 million in a separate account, for a total BOLI cash surrender value of $84.16 million. The BOLI separate account is invested in a mortgage-backed securities fund, which is managed by an independent investment firm. Pricing volatility of these underlying instruments may have an impact on investment income; however, the fluctuations would be partially mitigated by a stable value wrap agreement which is a component of the separate account. Income from these policies and changes in the cash surrender value are recorded in BOLI income in the unaudited condensed consolidated statements of operations.

Accounting for Income Taxes. The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes (“FASB ASC 740”). FASB ASC 740 requires the recording of deferred income taxes that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Management exercises significant judgment in the evaluation of the amount and timing of the recognition of the resulting tax assets and liabilities. The judgments and estimates required for the evaluation are updated based upon changes in business factors and the tax laws. If actual results differ from the assumptions and other considerations used in estimating the amount and timing of tax recognized, there can be no assurance that additional expenses will not be required in future periods. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the unaudited condensed consolidated statements of operations. Assessment of uncertain tax positions under FASB ASC 740 requires careful consideration of the technical merits of a position based on management’s analysis of tax regulations and interpretations. Significant judgment is applied when addressing the requirements of FASB ASC 740.

In determining whether to establish or maintain a valuation allowance against a deferred tax asset, the Company reviews available evidence to determine whether it is more likely than not that all or a portion of the Company’s net deferred tax assets will be realized in future periods. Consideration is given to various positive and negative factors that could affect the realization of the net deferred tax assets. In making such a determination, the Company considers, among other things, future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, historical financial performance, the ability to carry back losses to recoup taxes previously paid, the length of statutory carry forward periods, experience with operating loss and tax credit carry forwards not expiring unused. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

Accumulated Other Comprehensive Income. The Company classifies items of accumulated comprehensive income by their nature and displays the details of other comprehensive income in the unaudited condensed consolidated statements of comprehensive income. Amounts categorized as comprehensive income represent net unrealized gains or losses on investment securities available-for-sale, net of tax and the non-credit portion of any OTTI loss not recorded in earnings. Reclassifications are made to avoid double counting items which are displayed as part of net income for the period. These reclassifications for the three and nine months ended September 30, 2017 and 2016 were as follows:

	For the Three Months Ended September 30,
	2017									2016
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Unrealized holding gain on securities available-for -sale during the period	$	214		$	(86	)	$	128		$	(471	)	$	193		$	(278	)
Reclassification adjustment for net gains included in net income		—			—			—			—			—			—
Net unrealized gain on securities available-for-sale	$	214		$	(86	)	$	128		$	(471	)	$	193		$	(278	)

	For the Nine Months Ended September 30,
	2017									2016
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Unrealized holding gains on securities available-for -sale during the period	$	1,331		$	(544	)	$	787		$	2,572		$	(1,051	)	$	1,521
Reclassification adjustment for net gains included in net income		(30	)		13			(17	)		(39	)		16			(23	)
Net unrealized gain on securities available-for-sale	$	1,301		$	(531	)	$	770		$	2,533		$	(1,035	)	$	1,498

Accumulated Other Comprehensive Income. The Company classifies items of accumulated comprehensive income by their nature and displays the details of other comprehensive income in the unaudited condensed consolidated statements of comprehensive income. Amounts categorized as comprehensive income represent net unrealized gains or losses on investment securities available-for-sale, net of tax and the non-credit portion of any OTTI loss not recorded in earnings. Reclassifications are made to avoid double counting items which are displayed as part of net income for the period. These reclassifications for the three and six months ended June 30, 2017 and 2016 were as follows:

	For the Three Months Ended June 30,
	2017									2016
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Unrealized holding gains on securities available-for -sale during the period	$	420		$	(171	)	$	249		$	1,326		$	(541	)	$	785
Reclassification adjustment for net gains included in net income		(26	)		11			(15	)		(39	)		16			(23	)
Net unrealized gain on securities available-for-sale	$	394		$	(160	)	$	234		$	1,287		$	(525	)	$	762
	For the Six Months Ended June 30,
	2017									2016
	Pre-tax			Tax			After-tax			Pre-tax			Tax			After-tax
Unrealized holding gains on securities available-for -sale during the period	$	1,115		$	(455	)	$	660		$	3,042		$	(1,243	)	$	1,799
Reclassification adjustment for net gains included in net income		(30	)		12			(18	)		(39	)		16			(23	)
Net unrealized gain on securities available-for-sale	$	1,085		$	(443	)	$	642		$	3,003		$	(1,227	)	$	1,776

Earnings Per Common Share. Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, after consideration of the potential dilutive effect of common stock equivalents, based upon the treasury stock method using an average market price of common shares sold during the period. Dilution is not considered when the Company is in a net loss position.

Recent Accounting Principles.

In ~~March~~August 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-0812: ~~Nonrefundable~~Derivatives ~~Fees~~ and ~~Other~~Hedging ~~Costs~~ (~~Subtopic~~Topic ~~310-20~~815): ~~Premium~~Targeted ~~Amortization~~Improvements onto ~~Purchased~~Accounting ~~Callable~~for ~~Debt~~Hedging ~~Securities~~Activities. The amendments in this ASU ~~shortened~~better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the ~~amortization~~designation ~~period~~and measurement guidance for ~~certain~~qualifying ~~callable~~hedging ~~debt~~relationships ~~securities~~and ~~held~~the atpresentation aof ~~premium~~hedge byresults. ~~requiring~~To meet that objective, the ~~premium~~amendments toexpand beand ~~amortized~~refine tohedge accounting for both nonfinancial and financial risk components and align the ~~earliest~~recognition ~~call~~and ~~date~~presentation of the effects of the hedging instrument and the hedged item in the financial statements. ~~The~~ ~~amendments~~Current doGAAP ~~not~~contains ~~require~~limitations on how an ~~accounting~~entity ~~change~~can ~~for~~designate ~~securities~~the ~~held~~hedged arisk ~~discount,~~in ~~which~~certain ~~continue~~cash toflow beand ~~amortized~~fair tovalue ~~maturity~~hedging relationships. ~~The~~ To address those current limitations, the amendments in this ASU ~~apply~~permit tohedge ~~all~~accounting ~~entities~~for ~~that~~risk ~~hold~~components ~~investments~~ in ~~callable~~hedging ~~debt~~relationships ~~securities~~involving ~~that~~nonfinancial ~~have~~risk anand ~~amortized~~interest ~~cost~~rate ~~basis~~risk. In addition, the amendments in ~~excess~~this ofASU change the ~~amount~~guidance ~~that~~for isdesignating ~~repayable~~fair byvalue hedges of interest rate risk and for measuring the ~~issuer~~change atin fair value of the ~~earliest~~hedged ~~call~~item ~~date~~in fair value hedges of interest rate risk. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. For public business entities, the amendments in this Update are effective for fiscal years, beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this ASU on its financial statements.

In ~~January~~May 2017, the FASB issued ASU 2017-0409: ~~Intangibles—Goodwill~~Compensation ~~and~~- ~~Other~~Stock Compensation (Topic ~~350~~718): ~~Simplifying~~Scope ~~the~~of ~~Test~~Modification ~~for~~Accounting. ~~Goodwill~~This ~~Impairment. The~~ASU ~~amendments~~provides clarity and reduces both (1) diversity in ~~this~~practice ~~ASU~~and ~~modify~~(2) cost and complexity when applying the ~~concept~~guidance ofin ~~impairment~~Topic ~~from~~718, Compensation—Stock Compensation, to a change to the ~~condition~~terms ~~that~~or ~~exists~~conditions ~~when~~of a share-based payment award. An entity may change the ~~carrying~~terms ~~amount~~or conditions of ~~goodwill~~a ~~exceeds~~share-based ~~its~~payment ~~implied~~award ~~fair~~for ~~value~~many todifferent reasons, and the ~~condition~~nature ~~that~~and ~~exists~~effect ~~when~~of the ~~carrying~~change ~~amount~~can vary significantly. Stakeholders observed that the definition of athe ~~reporting~~term ~~unit~~modification ~~exceeds~~is broad and that its ~~fair~~interpretation ~~value.~~results Anin ~~entity~~diversity noin ~~longer~~practice. ~~will~~Some ~~determine~~entities ~~goodwill~~evaluate ~~impairment~~whether bya ~~calculating~~change to the ~~implied~~terms ~~fair~~or ~~value~~conditions of ~~goodwill~~an byaward ~~assigning~~is ~~the~~substantive. ~~fair~~When ~~value~~those ofentities conclude that a ~~reporting~~change ~~unit~~is tosubstantive, ~~all~~they ofapply ~~its~~modification ~~assets~~accounting ~~and~~in ~~liabilities~~Topic as718. ifWhen those entities conclude that ~~reporting~~a ~~unit~~change ~~had~~is ~~been~~not ~~acquired~~substantive, inthey do not apply modification accounting. Topic 718 does not contain guidance about what changes are substantive. Other entities apply modification accounting for any change to an award; except for a ~~business~~change ~~combination~~they deem to be purely administrative in nature. ~~Because~~However, ~~these~~Topic ~~amendments~~718 ~~eliminate~~does ~~Step~~not ~~two~~provide ~~from~~guidance about what changes are purely administrative. Still, other entities apply modification accounting when a change to an award changes the ~~goodwill~~fair ~~impairment~~value, ~~test~~the vesting, ~~they~~or ~~should~~the ~~reduce~~classification of the ~~cost~~award. ~~and~~In ~~complexity~~those cases, it appears that an evaluation of ~~evaluating~~a ~~goodwill~~change ~~for~~in ~~impairment~~fair value, vesting, or classification may be used in practice to evaluate whether a change is substantive. The amendments in this ASU are effective for ~~public~~all ~~business~~ entities for ~~fiscal~~annual ~~years beginning after December 15~~periods, ~~2019,~~and ~~or any~~ interim ~~goodwill~~periods ~~impairment~~within ~~tests~~those inannual ~~fiscal~~periods, ~~years~~ beginning after ~~that~~ December 15, ~~2019~~2017. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this ASU on its financial statements.

In March 2017, the FASB issued ASU 2017-08: Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shortened the amortization period for certain callable debt securities held at a premium by requiring the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held a discount, which continue to be amortized to maturity. The amendments in this ASU apply to all entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date. The amendments in this ASU are effective for public business entities for fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this ASU on its financial statements.

In January 2017, the FASB issued ASU 2017-04: Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step two from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2019, or any interim goodwill impairment tests in fiscal

years beginning after that December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this ASU on its financial statements.

In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this ASU on its financial statements.

In August 2016, the FASB issued ASU 2016-15: Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU address the following eight specific cash flow issues with the objective of reducing the existing diversity in practice: (1) debt prepayments or debt extinguishment cost (cash outflow-financing), (2) settlement of debt instruments with coupon interest rates insignificant to the effective interest rate, Interest payment (cash outflow-operating), principal payment (cash outflow-financing), (3) contingent consideration payments made soon after business combination (cash outflow-investing), (4) proceeds from settlement of insurance claims (classification on basis of the nature of each loss), (5) proceeds from corporate/bank-owned life insurance, proceeds (cash inflow-investing), payments (cash outflow-investing/operating), (6) distribution received from equity method investees, cumulative earnings approach (cash inflow-investing), nature of distribution approach (cash inflow-operating/investing), (7) beneficial interest in securitization transactions, assets (noncash transaction), cash receipts from trade receivable (cash inflow-investing), (8) separately identifiable cash flows (classified based on source-financing/investing/operating). The amendments in this ASU are effective for public business entities for the fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this ASU on its financial statements.

In June 2016, the FASB issued ASU 2016-13: Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which applies to entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The amendments in ASU 2016-13 for public business entities are effective for the fiscal years beginning after December 15, 2019. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this ~~accounting~~ASU ~~standards update~~ on its financial statements.

In February 2016, the FASB issued ASU 2016-02: Leases (Topic 842). This ASU is intended to improve financial reporting about leasing transactions and affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with over twelve month terms. The amendments in this ASU are effective for public business entities for fiscal years and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of the adoption of this ASU on its financial statements.

In January 2016, the FASB issued ASU 2016-01: Financial Instruments- Overall (Subtopic 825-10). The amendments in this ASU affect all entities that hold financial assets or owe financial liabilities. The amendments in this ASU make targeted improvements to GAAP as follows: (1) Require certain equity investments to be measured at fair value with changes in fair value recognized in net income; (2) Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (3) Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (4) Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (5) Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (6) Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (7) Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and (8) Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The amendments in this ASU are effective for public

~~liabilities for the rights and obligations created by those leases with over twelve month terms. The amendments in this ASU are effective for public~~ business entities for fiscal years ~~and interim periods~~ beginning after December 15, ~~2018~~2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this ~~accounting~~ASU ~~standards update~~ on its financial statements.

In ~~January~~May ~~2016~~2014, the FASB issued ASU ~~2016~~2014-0109: ~~Financial~~Revenue ~~Instruments-~~from ~~Overall~~Contracts with Customers (~~Subtopic~~Topic ~~825-10~~606).: ~~The~~Summary ~~amendments~~and inAmendments ~~this~~That ~~ASU~~Create ~~affect~~Revenue ~~all~~from ~~entities~~Contracts ~~that~~with ~~hold~~Customers ~~financial~~(Topic ~~assets~~606) orand ~~owe~~Other ~~financial~~Assets ~~liabilities.~~and ~~The~~Deferred ~~amendments~~Costs-Contracts inwith ~~this~~Customers ~~ASU make targeted improvements to GAAP as follows:~~ (1Subtopic 340-40), ~~Require~~Conforming ~~certain~~Amendments ~~equity investments~~ to beOther ~~measured~~Topics atand ~~fair~~Subtopics ~~value with changes~~ in ~~fair value recognized in net income; (2) Simplify~~ the ~~impairment~~Codification ~~assessment~~and ofStatus ~~equity~~Tables, ~~investments~~Background ~~without~~Information ~~readily~~and ~~determinable~~Basis ~~fair~~for ~~values~~Conclusions. byThe ~~requiring~~core aprinciple ~~qualitative~~of ~~assessment to identify impairment; (3) Eliminate~~ the ~~requirement~~guidance tois ~~disclose the fair value of financial instruments measured at amortized cost for entities~~ that ~~are~~an ~~not~~entity ~~public~~should ~~business~~recognize ~~entities;~~revenue ~~(4) Eliminate the requirement for public business entities~~ to ~~disclose~~depict the ~~method(s)~~transfer ~~and~~of ~~significant~~promised ~~assumptions~~goods ~~used~~or services to ~~estimate~~customers ~~the~~in ~~fair~~an ~~value~~amount that isreflects ~~required to be disclosed for financial instruments measured at amortized cost on~~ the ~~balance~~considerations ~~sheet; (5) Require public business entities~~ to ~~use~~which the ~~exit~~entity ~~price~~expects ~~notion~~to ~~when~~be ~~measuring~~entitled ~~the~~in ~~fair~~exchange ~~value of financial instruments~~ for ~~disclosure~~those ~~purposes;~~goods ~~(6)~~or ~~Require~~services. anOur ~~entity~~revenue tois ~~present~~comprised ~~separately~~of innet ~~other~~interest ~~comprehensive~~ income ~~the~~on ~~portion~~financial ofassets ~~the~~and ~~total~~financial ~~change~~liabilities inand ~~the~~non-interest ~~fair~~income. ~~value~~ASU ~~of a liability resulting from a change in the instrument~~2014-~~specific~~09 ~~credit~~explicitly ~~risk~~excludes ~~when~~net ~~the~~interest ~~entity~~income ~~has~~as ~~elected~~well toas ~~measure~~other ~~the~~revenues ~~liability~~associated ~~at fair value in accordance~~ with ~~the fair value option for~~ financial ~~instruments; (7) Require separate presentation of financial~~ assets and ~~financial~~ liabilities, byincluding ~~measurement~~loans, ~~category~~leases, securities and ~~form~~derivatives. ofAccordingly, ~~financial asset on~~ the ~~balance~~majority ~~sheet~~of orour ~~the~~revenues ~~accompanying~~will ~~notes~~not tobe ~~the~~affected. Other ~~financial~~recurring ~~statements;~~revenue ~~and~~streams ~~(8)~~are ~~Clarify~~within ~~that an entity should evaluate~~ the ~~need~~scope ~~for~~of aASU ~~valuation~~2014-09, ~~allowance~~including onrevenues aassociated ~~deferred~~with ~~tax~~certain ~~asset~~products ~~related~~and toservices ~~available-for-sale~~offered ~~securities~~by ~~in combination with~~ the ~~entity’s~~Company. ~~other~~The ~~deferred~~Company ~~tax~~will ~~assets.~~adopt ~~The~~the amendments in this ASU ~~are~~in ~~effective~~the ~~for~~first ~~public~~quarter ~~business~~of ~~entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years~~2018. The Company isdoes ~~currently~~not ~~evaluating~~expect the ~~impact~~adoption of ~~the~~this ~~adoption~~ASU ofto ~~this~~have ~~accounting~~a ~~standards~~material ~~update~~impact on its financial ~~statements~~condition or results of operations.

In May 2014, the FASB issued ASU 2014-09: Revenue from Contracts with Customers (Topic 606): Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40), Conforming Amendments to Other Topics and Subtopics in the Codification and Status Tables, Background Information and Basis for Conclusions. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the considerations to which the entity expects to be entitled in exchange for those goods or services. Our revenue is comprised of net interest income on financial assets and financial liabilities and non-interest income. ASU 2014-09 explicitly excludes net interest income as well as other revenues associated with financial assets and liabilities, including loans, leases, securities and derivatives. Accordingly, the majority of our revenues will not be affected. Other recurring revenue streams are within the scope of ASU 2014-09, including revenues associated with certain products and services offered by the Company. The Company will adopt the amendments in this Update in the first quarter of 2018. The Company does not expect the adoption of this ASU to have a material impact on its financial condition or results of operations.

(3) Stock-Based Compensation

The Company accounts for stock-based compensation issued to employees, and when appropriate, non-employees, in accordance with the fair value recognition provisions of FASB ASC 718, Compensation – Stock Compensation (“FASB ASC 718”). Under the fair value provisions of FASB ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and it is recognized as expense over the appropriate vesting period using the straight-line method. However, consistent with FASB ASC 718, the amount of stock-based compensation cost recognized at any date must at least equal the portion of the grant date value of the award that is vested at that date and, as a result, it may be necessary to recognize the expense using a ratable method. Although the provisions of FASB ASC 718 should generally be applied to non-employees, FASB ASC 505-50, Equity-Based Payments to Non-Employees, is used in determining the measurement date of the compensation expense for non-employees.

Determining the fair value of stock-based awards at the measurement date requires judgment, including estimating the expected term of the stock options and the expected volatility of the Company’s stock. In addition, judgment is required in estimating the amount of stock-based awards that are expected to be forfeited. If actual results differ significantly from these estimates or different key assumptions are used, it could have a material effect on the Company’s unaudited condensed consolidated financial statements.

The Company’s stock-based incentive plan authorizes the issuance of shares of common stock pursuant to awards that may be granted in the form of stock options to purchase common stock (“Options”) and awards of shares of (or share units with respect to) common stock (“Stock Awards”). The purpose of the Company’s stock-based incentive plan is to give the Company a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and consultants and to provide the Company and its subsidiaries and affiliates with a compensation plan providing incentives for future performance of services directly linked to the profitability of the Company’s businesses and increases in Company shareholder value. Pursuant to the terms of the Merger Agreement, except as may be required under applicable law or the terms of any employee benefit plan existing as of the date of the Merger Agreement, the Company may not grant any Options, stock appreciation rights, performance shares, restricted stock units, deferred stock units, shares of restricted stock or other equity or equity-based awards or interests without the prior written consent of OceanFirst (which may not be unreasonably withheld, conditioned or delayed).

In March 2015, the Board of Directors of the Company approved the Sun Bancorp, Inc. 2015 Omnibus Stock Incentive Plan (the “2015 Plan”). The purpose of the 2015 Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants who will contribute toward the growth, profitability and success of the Company by providing stock-based incentives that offer an opportunity to participate in the Company’s future performance and to align the interests of such officers, employees, directors and/or consultants with those of the shareholders of the Company.

The 2015 Plan, which was approved by shareholders in May 2015, became effective in May 2015, at which time the Company ceased new grants under the 2014 Performance Equity Plan, the 2010 Stock-Based Incentive Plan, and the 2004 Stock-Based Incentive Plan (collectively, the “Prior Plans”). Any awards outstanding under the Prior Plans remain in full force and effect under such plans according to their respective terms. The 2015 Plan authorizes the issuance of 1,400,000 shares of common stock pursuant to awards that may be granted in the form of Options and Stock Awards. For the purpose of calculating the number of shares available for issuance under the 2015 Plan, each issued Option equals one share and each issued Stock Award equals two shares. Under the 2015 Plan, Options expire ten years after the date of grant, unless terminated earlier under the option terms. For both Options and Stock Awards, a Committee of independent directors has the authority to determine the ~~conditions upon which the Options or Stock Awards granted will vest. At June 30, 2017, there were 123,739 Options and 286,812 Stock Awards granted under the 2015 Plan.~~

~~Activity in the Company’s stock option plans for the six months ended June 30, 2017 and June 30, 2016 was as follows:~~15

conditions upon which the Options or Stock Awards granted will vest. At September 30, 2017, there were 123,739 Options and 286,812 Stock Awards granted under the 2015 Plan.

Activity in the Company’s stock option plans for the nine months ended September 30, 2017 and September 30, 2016 was as follows:

Summary of Options Activity

				Weighted
	Number			Average		Number
	of			Exercise		of Options
	Options			Price		Exercisable
Outstanding as of January 1, 2017		571,883		$	22.37		234,564
Granted		—			—		—
Exercised		(35,~~994~~240	)		18.1704		—
Forfeited		(3,~~202~~423	)		2022.0686		—
Expired		(711,~~993~~742	)		5459.5078		—
Outstanding as of June 30, 2017		556,694		$	22.03		283,336
Outstanding as of September 30, 2017		551,478		$	21.61		278,945
Options vested or expected to vest(1)		~~415~~414,~~259~~189		$	19.64		—

(1)	Includes vested Options and nonvested Options after the application of a forfeiture rate, which is based upon historical data.

				Weighted
	Number			Average		Number
	of			Exercise		of Options
	Options			Price		Exercisable
Outstanding as of January 1, 2016		509,097		$	23.84		163,443
Granted		123,739			2120.0890		—
Exercised		(~~422~~1,255	)		1615.9685		—
Forfeited		(4950,~~533~~193	)		30.6347		—
Expired		(2,957	)		76.65		—
Outstanding as of June 30, 2016		579,924		$	22.41		136,812
Outstanding as of September 30, 2016		578,431		$	22.42		237,054
Options vested or expected to vest(1)		~~415~~414,~~816~~971		$	19.6465		—

(1)	Includes vested Options and nonvested Options after the application of a forfeiture rate, which is based upon historical data.

The weighted average remaining contractual term was approximately 6.75 years for Options outstanding and 5.42 years for Options exercisable as of ~~June~~September 30, 2017.

At ~~June~~September 30, 2017, the aggregate intrinsic value was $2.45 million for Options outstanding and $1.1 million for Options exercisable.

As of ~~June~~September 30, 2017, the Company has granted 123,739 Options pursuant to the 2015 Plan, zero of which ~~were~~was granted during the ~~six~~nine months ended ~~June~~September 30, 2017. In accordance with FASB ASC 718, the fair value of the Options granted are estimated on the date of grant using the Black-Scholes option pricing model which uses the assumptions in the table below. The expected term of an Option is estimated using historical exercise behavior of employees at a particular level of management who were granted Options with a comparable term. The Options have historically been granted with a ten year term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected volatility is based on the historical volatility of the Company’s stock price.

~~granted~~Significant ~~Options~~weighted ~~with~~average aassumptions ~~comparable~~used ~~term.~~to ~~The~~calculate ~~Options have historically been granted with a ten year term. The risk-free interest rate is based on~~ the ~~U.S.~~fair ~~Treasury~~value ~~yield curve in effect at the time~~ of the ~~grant.~~Options ~~The~~granted ~~expected~~during ~~volatility~~the isnine ~~based~~months onended ~~the~~September ~~historical~~30, ~~volatility~~2017 ofand ~~the~~2016 ~~Company’s~~are ~~stock~~as ~~price.~~ follows:

Significant weighted average assumptions used to calculate the fair value of the Options granted during the six months ended June 30, 2017 and 2016 are as follows:

	For the Nine
	Months Ended
	September 30,
	2017		2016
Weighted average fair value of Options granted	$	—	$	5.90
Weighted average risk-free rate of return		—		1.29	%
Weighted average expected option life in months		—		50
Weighted average expected volatility		—		33	%
Expected dividends⁽¹⁾	$	—	$	—

	For the Six
	Months Ended
	June 30,
	2017		2016
Weighted average fair value of Options granted	$	—	$	5.90
Weighted average risk-free rate of return		—		1.29	%
Weighted average expected option life in months		—		50
Weighted average expected volatility		—		33	%
Expected dividends(1)	$	—	$	—

(1)	The fair value of future grants of Options will be impacted by the issuance of quarterly cash dividends.

A summary of the Company’s nonvested Stock Award activity during the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016 are presented in the following tables:

Summary of Nonvested Stock Award Activity

				Weighted
				Average
				Grant
	Number			Date
	of			Fair
	Shares			Value
Nonvested Stock Awards outstanding, January 1, 2017		254,976		$	20.18
Issued		103,981			26.1614
Vested		(3872,~~392~~762	)		2021.7801
Forfeited		(1,~~296~~948	)		1920.7298
Nonvested Stock Awards outstanding, June 30, 2017		319,269		$	21.93
Nonvested Stock Awards outstanding, September 30, 2017		284,247		$	22.14

				Weighted
				Average
				Grant
	Number			Date
	of			Fair
	Shares			Value
Nonvested Stock Awards outstanding, January 1, 2016		279,964		$	18.42
Issued		118,~~049~~549			18.5052
Vested		(65102,~~303~~674	)		1718.5445
Forfeited		(11,776	)		15.74
Nonvested Stock Awards outstanding, June 30, 2016		320,934		$	18.73
Nonvested Stock Awards outstanding, September 30, 2016		284,063		$	18.56

There were 103,981 shares and 118,~~049~~549 shares of nonvested Stock Awards issued during the ~~six~~nine months ended ~~June~~ September 30, 2017 and 2016, respectively. The value of these shares is based upon the closing price of the Company’s common stock on the date of grant. Compensation expense is recognized on a straight-line basis over the service period for all of the nonvested Stock Awards issued.

Total compensation expense recognized related to Options and nonvested Stock Awards, including that for non-employee directors, during the three and ~~six~~nine months ended ~~June~~September 30, 2017 was $~~815~~834 thousand and $12.54 million, respectively, as compared to $704 thousand and $1.3 million, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2016. As of ~~June~~September 30, 2017, there was approximately $5.80 million of total unrecognized compensation cost related to Options and nonvested Stock Awards. The cost of the Options and Stock Awards is expected to be recognized over a weighted average period of 2.75 years and 2.65 years, respectively.

(4) Investment Securities

The amortized cost of investment securities and the approximate fair value at ~~June~~September 30, 2017 and December 31, 2016 were as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
June 30, 2017
September 30, 2017
Available-for-sale:
U.S. Treasury securities	$	3,500	$	—	$	(3	)	$	3,497
U.S. Government agency mortgage-backed securities		~~269~~257,~~062~~238		~~448~~482		(21,~~068~~775	)		~~267~~255,~~442~~945
Trust preferred securities		12,~~026~~027		—5		(1,~~614~~730	)		10,~~412~~302
Other securities		1,~~266~~609		—		(19	)		1,~~247~~590
Total available-for-sale		~~285~~274,~~854~~374		~~448~~487		(3,~~704~~527	)		~~282~~271,~~598~~334
Held to maturity:
Other securities		250		—		—			250
Total held to maturity		250		—		—			250
Total investment securities	$	~~286~~274,~~104~~624	$	~~448~~487	$	(3,~~704~~527	)	$	~~282~~271,~~848~~584
December 31, 2016
Available-for-sale:
U.S. Treasury securities	$	2,498	$	—	$	—		$	2,498
U.S. Government agency mortgage-backed securities		246,650		583		(2,575	)		244,658
Trust preferred securities		12,023		—		(2,172	)		9,851
Collateralized loan obligations		37,471		8		(160	)		37,319
Other securities		1,386		—		(26	)		1,360
Total available-for-sale		300,028		591		(4,933	)		295,686
Held to maturity:
Other securities		250		—		—			250
Total held to maturity		250		—		—			250
Total investment securities	$	300,278	$	591	$	(4,933	)	$	295,936

During the ~~six~~nine months ended ~~June~~September 30, 2017, the Company sold four securities prior to maturity for gross proceeds of $13.7 million and gross realized gains of $30 thousand. Additionally, four securities with an aggregate par value of $2024.0 million were called during that same period. The following table provides the gross unrealized losses and estimated fair value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position at ~~June~~September 30, 2017 and December 31, 2016:

Gross Unrealized Losses by Investment Category

	Less than 12 Months					12 Months or Longer					Total
	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
June 30, 2017
September 30, 2017
U.S. Treasury securities	$	3,~~497~~496	$	(3	)	$	—	$	—		$	3,~~497~~496	$	(3	)
U.S. Government agency mortgage-backed securities		~~166~~131,~~012~~703		(~~1,518~~916	)		1737,~~009~~679		(~~550~~859	)		~~183~~169,~~021~~382		(21,~~068~~775	)
Trust preferred securities		—		—			7,~~205~~091		(1,~~614~~730	)		7,~~205~~091		(1,~~614~~730	)
Other securities		~~981~~—		~~(19~~—	)		—981		—(19	)		981		(19	)
Total	$	~~170~~135,~~490~~199	$	(~~1,540~~919	)	$	2445,~~214~~751	$	(2,~~164~~608	)	$	~~194~~180,~~704~~950	$	(3,~~704~~527	)
December 31, 2016
U.S. Government agency mortgage-backed securities	$	108,070	$	(1,683	)	$	54,757	$	(892	)	$	162,827	$	(2,575	)
Trust preferred securities		—		—			9,851		(2,172	)		9,851		(2,172	)
Collateralized loan obligations		—		—			33,825		(160	)		33,825		(160	)
Other securities		975		(26	)		—		—			975		(26	)
Total	$	109,045	$	(1,709	)	$	98,433	$	(3,224	)	$	207,478	$	(4,933	)

The Company determines whether unrealized losses are temporary in accordance with FASB ASC Topic 325, Investments – Other, when applicable, and FASB ASC 320-10, Investments – Overall (“FASB ASC 320-10”). The evaluation is based upon factors such as the creditworthiness of the underlying borrowers, performance of the underlying collateral, if applicable, and the level of credit support in the security structure. Management also evaluates other factors and circumstances that may be indicative of an OTTI condition. These include, but are not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost and near-term prospects of the issuer.

FASB ASC 320-10 requires the Company to assess if an OTTI exists by considering whether the Company has the intent to sell the security or it is more likely than not that it will be required to sell the security before recovery. If either of these situations applies, the guidance requires the Company to record an OTTI charge to earnings on debt securities for the difference between the amortized cost basis of the security and the fair value of the security. If neither of these situations applies, the Company is required to assess whether it is expected to recover the entire amortized cost basis of the security. If the Company is not expected to recover the entire amortized cost basis of the security, the guidance requires the Company to bifurcate the identified OTTI into a credit loss component and a component representing loss related to other factors. A discount rate is applied which equals the effective yield of the security. The difference between the present value of the expected cash flows and the amortized book value is considered a credit loss. When a market price is not readily available, the market value of the security is determined using the same expected cash flows; the discount rate is a rate the Company determines from open market and other sources as appropriate for the security. The difference between the market value and the present value of cash flows expected to be collected is recognized in accumulated other comprehensive loss on the unaudited condensed consolidated statements of financial condition. Application of this guidance resulted in no OTTI charges during the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016.

As of ~~June~~September 30, 2017, the Company’s cumulative OTTI balance was $1.2 million. There were no OTTI charges recognized in earnings as a result of credit losses on investments in the three and ~~six~~nine months ended ~~June~~September 30, 2017 and 2016.

U.S. Treasury Securities. At ~~June~~September 30, 2017, the gross unrealized loss of $3 thousand in the category of less than 12 months consisted of two US treasury securities with an estimated fair value of $3.5 million. The Company monitors key credit metrics such as market rates and possible credit deterioration to determine if an OTTI exists. As of ~~June~~September 30, 2017, management concluded that an OTTI did not exist on any of the aforementioned securities based upon its assessment. ~~Management also~~

Management also concluded that it does not intend nor will it be required to sell the securities before their recovery, which may be maturity, and management expects to recover the entire amortized cost basis of these securities.

U.S. Government Agency Mortgage-Backed Securities. At ~~June~~September 30, 2017, the gross unrealized loss of $~~1.5~~916 ~~million~~thousand in the category of less than 12 months consisted of 3632 mortgage-backed securities with an estimated fair value of $~~166~~131.07 million. The gross unrealized loss of $~~550~~859 thousand in the category of 12 months or longer consisted of ~~six~~8 mortgage-backed securities with an estimated fair value of $1737.07 million issued. The Company monitors key credit metrics such as market rates and possible credit deterioration to determine if an OTTI exists. As of ~~June~~September 30, 2017, management concluded that an OTTI did not exist on any of the aforementioned securities based upon its assessment. Management also concluded that it does not intend nor will it be required to sell the securities, before their recovery, which may be maturity, and management expects to recover the entire amortized cost basis of these securities.

~~Collateralized~~Other ~~Loan Obligations~~Securities. At ~~June~~September 30, 2017, the ~~Company~~gross ~~had~~unrealized noloss ~~collateralized~~of ~~loan~~$19 ~~obligations~~thousand in the category of 12 months or longer consisted of one security with an estimated fair value of $981 thousand issued and guaranteed by a U.S. Government sponsored agency. The Company monitors key credit metrics such as market rates and possible credit deterioration to determine if an OTTI exists. As of September 30, 2017, management concluded that an OTTI did not exist on the aforementioned security based upon its ~~investment~~assessment. ~~portfolio~~Management also concluded that it does not intend nor will it be required to sell the security, before its recovery, which may be maturity, and management expects to recover the entire amortized cost basis of this security.

~~Other~~Trust Preferred Securities. At ~~June~~September 30, 2017, the gross unrealized loss of $191.7 ~~thousand~~million in the category of ~~less~~trust ~~than~~preferred 12securities ~~months consisted of one security~~ with ana ~~estimated~~continuous ~~fair~~loss ~~value~~position of ~~$981~~12 ~~thousand~~months ~~issued~~or ~~and~~longer ~~guaranteed~~consisted byof aone ~~U.S.~~investment ~~Government~~grade ~~sponsored~~rated ~~agency.~~pooled ~~The~~security ~~Company~~with ~~monitors key credit metrics such as market rates and possible credit deterioration to determine if~~ an ~~OTTI~~amortized ~~exists.~~cost As of ~~June 30, 2017, management concluded that an OTTI did not exist on the aforementioned security based upon its assessment~~$8.8 ~~Management~~million ~~also concluded that it does not intend nor will it be required to sell the security, before its recovery, which may be maturity,~~ and ~~management~~an ~~expects~~estimated tofair ~~recover~~value ~~the entire amortized cost basis~~ of ~~this~~$7.1 ~~security~~million.

For ~~Trust~~pooled ~~Preferred~~securities, ~~Securities.~~the AtCompany ~~June~~monitors ~~30,~~each ~~2017~~issuer in the collateral pool with respect to financial performance using data from the issuer’s most recent regulatory reports as well as information on issuer deferrals and defaults. Also, the ~~gross~~security ~~unrealized~~structure ~~loss~~is monitored with respect to collateral coverage and current levels of $1subordination.6 ~~million~~Expected infuture cash flows are projected assuming additional defaults and deferrals based on the ~~category~~performance of ~~trust~~the ~~preferred~~collateral ~~securities~~pool. ~~with~~The apooled ~~continuous~~security ~~loss~~is in a senior position ofin 12the ~~months~~capital orstructure. ~~longer~~The ~~consisted~~security had a 3.7 times principal coverage. As of ~~one~~the ~~investment~~most ~~grade~~recent ~~rated~~reporting ~~pooled~~date, ~~security~~interest has been paid in accordance with anthe ~~amortized~~terms ~~cost~~of the security. The Company reviews projected cash flow analysis for adverse changes in the present value of $8projected future cash flows that may result in an other-than-temporary credit impairment to be recognized through earnings.8 ~~million~~The most recent valuations assumed no recovery on any defaulted collateral, no recovery on any deferring collateral and an ~~estimated~~additional ~~fair~~3.6% ~~value~~of defaults or deferrals’ every three years with no recovery rate. As of $7September 30, 2017, management concluded that an OTTI did not exist on the aforementioned security based upon its assessment.2 ~~million~~Management also concluded that it does not intend to sell the security, and that it is not more likely than not it will be required to sell the security before its recovery, which may be maturity, and management expects to recover the entire amortized cost basis of this security.

For pooled securities, the Company monitors each issuer in the collateral pool with respect to financial performance using data from the issuer’s most recent regulatory reports as well as information on issuer deferrals and defaults. Also, the security structure is monitored with respect to collateral coverage and current levels of subordination. Expected future cash flows are projected assuming additional defaults and deferrals based on the performance of the collateral pool. The pooled security is in a senior position in the capital structure. The security had a 3.7 times principal coverage. As of the most recent reporting date, interest has been paid in accordance with the terms of the security. The Company reviews projected cash flow analysis for adverse changes in the present value of projected future cash flows that may result in an other-than-temporary credit impairment to be recognized through earnings. The most recent valuations assumed no recovery on any defaulted collateral, no recovery on any deferring collateral and an additional 3.6% of defaults or deferrals’ every three years with no recovery rate. As of June 30, 2017, management concluded that an OTTI did not exist on the aforementioned security based upon its assessment. Management also concluded that it does not intend to sell the security, and that it is not more likely than not it will be required to sell the security before its recovery, which may be maturity, and management expects to recover the entire amortized cost basis of this security.

The amortized cost and estimated fair value of the investment securities, by contractual maturity, at ~~June~~September 30, 2017 and December 31, 2016 are shown below. Actual maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for Sale				Held to Maturity
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
June 30, 2017
September 30, 2017
Due in one year or less	$	34,~~766~~109	$	34,~~763~~106	$	250	$	250
Due after one year through five years		—		—		—		—
Due after five years through ten years		—		—		—		—
Due after ten years		13,~~026~~027		11,~~393~~283		—		—
Total investment securities, excluding mortgage- backed securities		1617,~~792~~136		15,~~156~~389		250		250
U.S. Government agency mortgage-backed securities		~~269~~257,~~062~~238		~~267~~255,~~442~~945		—		—
Total investment securities	$	~~285~~274,~~854~~374	$	~~282~~271,~~598~~334	$	250	$	250
December 31, 2016
Due in one year or less	$	2,635	$	2,635	$	250	$	250
Due after one year through five years		248		248		—		—
Due after five years through ten years		37,471		37,319		—		—
Due after ten years		13,024		10,826		—		—
Total investment securities, excluding mortgage- backed securities		53,378		51,028		250		250
U.S. Government agency mortgage-backed securities		246,650		244,658		—		—
Total investment securities	$	300,028	$	295,686	$	250	$	250

At ~~June~~September 30, 2017, the Company had $1211.03 million amortized cost and $1211.13 million estimated fair value of investment securities pledged to secure public deposits. As of ~~June~~September 30, 2017, the Company had $~~109~~102.07 million amortized cost and $~~108~~102.54 million estimated fair value of investment securities pledged as collateral on secured borrowings.

(5) Loans

The components of loans receivable as of ~~June~~September 30, 2017 and December 31, 2016 were as follows:

Loan Components

	June 30, 2017			December 31, 2016
	September 30, 2017			December 31, 2016
Commercial:
Commercial and industrial	$	~~251~~258,~~346~~360		$	235,946
Commercial real estate owner occupied		~~250~~242,~~164~~178			231,348
Commercial real estate non-owner occupied		~~710~~713,~~831~~624			742,662
Land and development		6779,~~042~~957			67,165
Consumer:
Home equity lines of credit		~~103~~98,~~731~~211			110,377
Home equity term loans		7,~~990~~439			9,104
Residential real estate		~~196~~187,~~157~~338			210,874
Other		12,~~851~~085			2,442
Total gross loans held-for-investment		1,589,~~112~~192			1,609,918
Allowance for loan losses		(14,~~945~~694	)		(15,541	)
Net loans held-for-investment	$	1,574,~~167~~498		$	1,594,377

The following table is a comparison of the Company’s non-accrual loans as of ~~June~~September 30, 2017 and December 31, 2016:

Loans on Non-Accrual Status

	June 30, 2017		December 31, 2016
	September 30, 2017		December 31, 2016
Commercial:
Commercial & industrial	$	7570	$	—
Commercial real estate owner occupied		~~300~~583		213
Commercial real estate non-owner occupied		~~485~~469		517
Consumer:
Home equity lines of credit		—		72
Home equity term loans		6663
Residential real estate		21,~~008~~542		810
Other		—		85
Total non-accrual loans	$	2,~~934~~727	$	1,697
Troubled debt restructuring, non-accrual	$	1,~~501~~481	$	1,404

Many of the Company’s commercial and industrial loans have a real estate component as part of the collateral securing the loan. Additionally, the Company makes commercial real estate loans for the acquisition, refinance, improvement and construction of real property. Commercial loans secured by owner-occupied properties are dependent upon the successful operation of the borrower’s business. If the operating company experiences difficulties in terms of sales volume and/or profitability, the borrower’s ability to repay the loan may be impaired. Non-owner occupied commercial real estate loans secured by properties where repayment is dependent upon payment of rent by third-party tenants or the sale of the property may be impacted by loss of tenants, lower lease rates needed to attract new tenants or the inability to sell a completed project in a timely fashion and at a profit.

As of ~~June~~September 30, 2017, the Company had zero ~~$3.0 million~~ outstanding ~~on one~~ commercial construction and land development ~~relationship~~relationships for which the agreement included interest reserves. As of December 31, 2016, the Company had $5.9 million outstanding on two commercial construction relationships for which the agreements included interest reserves. The total amount available in those reserves to fund interest payments was ~~$130 thousand~~ zero and $214 thousand at ~~June~~September 30, 2017 and December 31, 2016, respectively. There were no relationships with interest reserves which were in non-accrual status at both ~~June~~September 30, 2017 and December 31, 2016. Construction projects are monitored throughout their lives by the Company through either internal resources or professional inspectors engaged by the Company. The budgets for loan advances and borrower equity injections are developed at the time of underwriting in conjunction with the review of the plans and specifications for the project being financed. Advances of the Company’s funds are based on the prepared budgets and will not be made unless the project has been inspected by the Company’s professional inspector who must certify that the work related to the advance is in place and properly complete. As it relates to construction project financing, the Company does not extend, renew or restructure terms unless the borrower posts cash collateral in an interest reserve.

Included in the Company’s loan portfolio are modified commercial and residential loans. Per FASB ASC 310-40, Receivables - Troubled Debt Restructurings by Creditors, a modification is one in which the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider, such as providing a below market interest rate and/or forgiving principal or previously accrued interest, this modification may stem from an agreement or be imposed by law or a court, and may involve a multiple note structure. Generally, prior to the modification, the loans which are modified as a TDR are already classified as non-performing. These loans may only be returned to performing (i.e. accrual status) after considering the borrower’s sustained repayment performance for a reasonable amount of time, generally six months and this sustained repayment performance may include the period of time just prior to the restructuring.

(6) Allowance for Loan Losses

Changes in the allowance for loan losses were as follows:

Allowance for Loan Losses and Recorded Investment in Financing Receivables

	For the Six Months Ended June 30, 2017
	For the Nine Months Ended September 30, 2017
	Commercial											Residential
	and		Commercial			Land &			Home			Real
	Industrial		Real Estate			Development			Equity(1)			Estate			Other(2)			Total
Allowance for loan losses:
Beginning balance	$	2,153	$	7,550		$	604		$	2,349		$	2,648		$	237		$	15,541
Charge-offs		—		—(4	)		—			(220	)		(~~222~~631	)		(2132	)	$	(~~463~~887	)
Recoveries		~~127~~175		~~153~~183			~~201~~225			~~173~~210			710			3668			~~697~~871
Net recoveries (charge-offs)		~~127~~175		~~153~~179			~~201~~225			(4710	)		(~~215~~621	)		1536			~~234~~(16	)
(Recovery of) provision for loan losses		71359		(29410	)		(~~220~~154	)		(~~639~~761	)		~~(206~~390	)		~~193~~(255	)		(831	)
Ending balance	$	2,~~351~~687	$	7,~~674~~319		$	~~585~~675		$	1,~~663~~578		$	2,~~227~~417		$	~~445~~18		$	14,~~945~~694
Ending balance: individually evaluated for impairment	$	—	$	—		$	—		$	—		$	—		$	—		$	—
Ending balance: collectively evaluated for impairment	$	2,~~351~~687	$	7,~~674~~319		$	~~585~~675		$	1,~~663~~578		$	2,~~227~~417		$	~~445~~18		$	14,~~945~~694
Financing Receivables:
Ending balance	$	~~251~~258,~~346~~360	$	~~960~~955,~~995~~802		$	6779,~~042~~957		$	~~111~~105,~~721~~650		$	~~196~~187,~~157~~338		$	12,~~851~~085		$	1,589,~~112~~192
Ending balance: individually evaluated for impairment	$	7570	$	~~894~~828		$	—		$	6663		$	32,~~400~~924		$	—		$	43,~~435~~885
Ending balance: collectively evaluated for impairment	$	~~251~~258,~~271~~290	$	~~960~~954,~~101~~974		$	6779,~~042~~957		$	~~111~~105,~~655~~587		$	~~192~~184,~~757~~414		$	12,~~851~~085		$	1,~~584~~585,~~677~~307

(1)	Amount includes both home equity lines of credit and term loans.

(2)	Includes the unallocated portion of the allowance for loan losses.

	For the Six Months Ended June 30, 2016
	For the Nine Months Ended September 30, 2016
	Commercial												Residential
	and			Commercial			Land &			Home			Real
	Industrial			Real Estate			Development			Equity(1)			Estate			Other(2)			Total
Allowance for loan losses:
Beginning balance	$	2,761		$	8,142		$	1,058		$	2,816		$	3,029		$	202		$	18,008
Charge-offs		(256	)		(74	)		—			(354	)		(391	)		(234	)	$	(1,309	)
Recoveries		145			74			319			228			29			79			874
Net charge-offs		(111	)		—			319			(126	)		(362	)		(155	)		(435	)
(Recovery of) provision for loan losses		(641	)		(660	)		(548	)		(118	)		147			138			(1,682	)
Ending balance	$	2,009		$	7,482		$	829		$	2,572		$	2,814		$	185		$	15,891
Ending balance: individually evaluated for impairment	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Ending balance: collectively evaluated for impairment	$	2,009		$	7,482		$	829		$	2,572		$	2,814		$	185		$	15,891
Financing Receivables:
Ending balance	$	220,609		$	891,864		$	82,018		$	130,221		$	237,080		$	2,691		$	1,564,483
Ending balance: individually evaluated for impairment	$	2,241		$	425		$	—		$	80		$	2,660		$	92		$	5,498
Ending balance: collectively evaluated for impairment	$	218,368		$	891,439		$	82,018		$	130,141		$	234,420		$	2,599		$	1,558,985

(1)	Amount includes both home equity lines of credit and term loans.

(2)	Includes the unallocated portion of the allowance for loan losses.

Risk Characteristics

Commercial and Industrial Loans. Many of the Company’s commercial and industrial loans have a real estate component as part of the collateral securing the loan. Commercial and industrial loans are primarily secured by assets of the business, such as accounts receivable and inventory. Due to the nature of the collateral securing these loans, the liquidation of these assets may be problematic and costly.

Commercial Real Estate Loans. Commercial real estate owner occupied loans rely on the cash flow from the successful operation of the borrower’s business to make repayment. If the operating company experiences difficulties in terms of sales volume and/or profitability, the borrower’s ability to repay the loan may be impaired. Commercial real estate non-owner occupied loans rely on the payment of rent by third party tenants. The borrower’s ability to repay the loan or sell the property may be impacted by loss of tenants, lower lease rates needed to attract new tenants or the inability to sell a completed project in a timely fashion and at a profit. Commercial real estate owner occupied and non-owner occupied loans are secured by the underlying properties. The local economy and real estate market affect the appraised value of these properties which may impact the ultimate repayment of these loans.

Land and Development Loans. Land and development loans are primarily repaid by the sale of the developed properties or by conversion to a permanent term loan. These loans are dependent upon the completion of the project on time and within budget, which may be impacted by general economic conditions. The Company requires cash collateral in an interest reserve in order to extend credit on construction projects to mitigate the credit risk.

Home Equity Loans. This segment consists of both home equity lines of credit and home equity term loans on single family residences. These loans rely on the personal income of the borrower for repayment which may be impacted by economic conditions, such as unemployment levels, interest rates and the housing market. These loans are primarily secured by a second liens on the property, which serves as the secondary source of repayment. The secondary source of repayment may be impaired by the real estate market and local regulations. The Company no longer originates home equity lines of credit or home equity term loans.

Residential Real Estate Loans. Included in this segment are residential mortgages on single family residences. These loans rely on the personal income of the borrower for repayment which may be impacted by economic conditions, such as unemployment levels, interest rates and the housing market. These loans are primarily secured by a lien on the underlying property, which serves as the secondary source of repayment. The secondary source of repayment may be impaired by the real estate market and local regulations. The Company no longer originates residential real estate loans on single family residences.

Other Loans. Other loans consist of personal credit lines, mobile home loans and consumer installment loans. These loans rely on the borrowers’ personal income for repayment and are either unsecured or secured by personal use assets and mobile homes. These loans may be impacted by economic conditions such as unemployment levels. The liquidation of the assets securing these loans may be difficult and costly.

The allowance for loan losses was $14.97 million and $15.5 million at ~~June~~September 30, 2017 and December 31, 2016, respectively. The ratio of allowance for loan losses to gross loans held-for-investment was 0.9492% at ~~June~~September 30, 2017 and 0.97% at December 31, 2016.

The provision for loan losses charged to expense is based upon historical loan loss and recovery experience, a series of qualitative factors and an evaluation of incurred losses in the current loan portfolio, including the evaluation of impaired loans under FASB ASC 310. Values assigned to the qualitative factors and those developed from historic loss and recovery experience provide a dynamic basis for the calculation of reserve factors for both pass-rated loans (general pooled allowance) and those criticized and classified loans that continue to perform.

A loan is considered to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan. An insignificant delay in payment or insignificant shortfall in amount of payments received does not necessarily result in a loan being identified as impaired. For this purpose, delays less than 90 days are considered to be insignificant. Impairment losses are included in the provision for loan losses in the unaudited condensed consolidated statements of operations. Loans not individually reviewed are evaluated as a group using reserve factor percentages based on historical loss and recovery experience and qualitative factors. Such loans generally include consumer loans, residential real estate loans and small business loans. In determining the appropriate level of the general pooled allowance, management makes estimates based on internal risk ratings, which take into account such factors as debt service coverage, loan-to-value ratios, management’s abilities and external factors.

The following table presents the Company’s components of impaired loans receivable, segregated by class of loans. Commercial and consumer loans that were collectively evaluated for impairment are not included in the data that follows:

Impaired Loans As of June 30, 2017
Impaired Loans As of September 30, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Accrued Interest Income Recognized		Cash Interest Income Recognized
For the Six Months Ended June 30, 2017
For the Nine Months Ended September 30, 2017
With no related allowance:
Commercial:
Commercial & industrial	$	7470	$	8482	$	—	$	7774	$	—	$	—
CRE owner occupied		~~410~~676		~~558~~868		—		~~396~~708		—		—
CRE non-owner occupied		~~485~~469		~~494~~480		—		~~496~~487		—		—
Consumer:
Residential real estate		32,~~400~~924		3,~~702~~230		—		32,~~449~~965		—		—
Home equity term loans		6663		8280		—		67		—		—
With an allowance recorded:
N/A
Total commercial	$	~~969~~1,215	$	1,~~136~~430	$	—	$	~~969~~1,269	$	—	$	—
Total consumer	$	32,~~466~~987	$	3,~~784~~310	$	—	$	3,~~516~~032	$	—	$	—

Impaired Loans As of June 30, 2016
Impaired Loans As of September 30, 2016
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Accrued Interest Income Recognized		Cash Interest Income Recognized
For the Six Months Ended June 30, 2016
For the Nine Months Ended September 30, 2016
With no related allowance:
Commercial:
Commercial & industral	$	2,241	$	2,486	$	—	$	2,429	$	—	$	—
Commercial & industrial	$	2,144	$	2,402	$	—	$	2,167	$	—	$	—
CRE non-owner occupied		425		602		—		434		—		—
CRE owner occupied		403		546		—		408		—		—
CRE non-owner occupied		528		528		—		532		—		—
Consumer:
Residential real estate		23,~~660~~401		23,~~806~~658		—		23,~~674~~444		—		—
Home equity term loans		8075		9187		—		8177		—		—
Other		9284		9688		—		9585		—		—
Consumer held for sale:
Residential real estate, held-for-sale		~~314~~179		~~648~~317		—		~~523~~178		—		—
Home equity term loans, held-for-sale		18		52		—		38		—		—
With an allowance recorded:
N/A
Total commercial	$	23,~~666~~075	$	3,~~088~~476	$	—	$	23,~~863~~107	$	—	$	—
Total consumer	$	3,~~164~~739	$	34,~~693~~150	$	—	$	3,~~411~~784	$	—	$	—

In accordance with FASB ASC 310, those impaired loans for which the collateral is sufficient to support the outstanding principal do not result in a specific allowance for loan losses. Included in impaired loans at ~~June~~September 30, 2017 were fifteen TDRs totaling $23.26 million, for which the collateral is sufficient to support the outstanding principal, four of which were in accruing status. There were no TDRs at ~~June~~September 30, 2017 that included a commitment to lend additional funds as of ~~June~~September 30, 2017.

There was one TDR agreement entered into during the ~~six~~three and nine months ended ~~June~~September 30, 2017. ~~and~~The ~~three~~following table presents a summary of the Company’s TDR agreements entered into during the ~~six~~three and nine months ended ~~June~~September 30, ~~2016.~~2017:

	Troubled Debt Restructurings
	For the Six Months Ended June 30, 2017
	For the Nine Months Ended September 30, 2017
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Residential real estate		1	$	153	$	124

	Troubled Debt Restructurings
	For the Six Months Ended June 30, 2016
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial & industrial		2	$	2,468	$	2,237
Residential real estate		1		13		13

There were three and six TDR agreement entered into during the three and nine months ended September 30, 2016, respectively. The following table presents a summary of the Company’s TDR agreements entered into during the three and nine months ended September 30, 2016:

The following table presents information regarding the types of concessions granted on loans that were restructured during the six months ended June 30, 2017 and 2016:


	Troubled Debt Restructurings
	For the Three Months Ended September 30, 2016
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment

Residential real estate		3	$	596	$	603

	Troubled Debt Restructurings
	For the Nine Months Ended September 30, 2016
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment

Commercial & industrial		2	$	2,468	$	2,468
Residential real estate		4		609		616

The following table presents information regarding the types of concessions granted on loans that were restructured during the three and nine months ended September 30, 2017 and 2016:

	Troubled Debt Restructurings
	For the Six Months Ended June 30, 2016
	For the Nine Months Ended September 30, 2017
	Number of Contracts		~~Concession Granted~~	Concession Granted
Commercial & industrial	2		Rate reduction
Residential real estate		1		Principal repayment terms
Residential real estate	1		Forgiveness of debt

During the six months ended June 30, 2017 and 2016, the Company did not have any TDR agreements that had subsequently defaulted that were entered into within the respective preceding twelve months.

The following table presents the Company’s distribution of risk ratings within the Company’s loan portfolio, segregated by class, as of June 30, 2017 and December 31, 2016:

	Troubled Debt Restructurings
	For the Three Months Ended September 30, 2016
	Number of Contracts	Concession Granted
Residential real estate	2	Principal repayment terms
Residential real estate	1	Rate reduction & principal repayment terms

	Troubled Debt Restructurings
	For the Nine Months Ended September 30, 2016
	Number of Contracts	Concession Granted
Commercial & industrial	2	Rate reduction & principal repayment terms
Residential real estate	2	Principal repayment terms
Residential real estate	1	Forgiveness of debt
Residential real estate	1	Rate reduction & principal repayment terms

During the nine months ended September 30, 2017 and 2016, the Company did not have any TDR agreements that had subsequently defaulted that were entered into within the respective preceding twelve months.

The following table presents the Company’s distribution of risk ratings within the Company’s loan portfolio, segregated by class, as of September 30, 2017 and December 31, 2016:

Credit Quality Indicators by Internally Assigned Grade

	Commercial & industrial		Commercial real estate owner occupied		Commercial real estate non- owner occupied		Land and development		Home Equity Lines of Credit		Home Equity Term Loans		Residential Real Estate		Other		Total
As of June 30, 2017
As of September 30, 2017
Grade:
Pass	$	~~249~~256,~~378~~479	$	~~248~~240,~~448~~138	$	~~710~~713,~~346~~155	$	6779,~~042~~957	$	~~103~~98,~~731~~211	$	7,~~924~~376	$	~~192~~184,~~433~~093	$	12,~~851~~085	$	1,581,~~153~~494
Special Mention		—		—369		—		—		—		—		—		—		—369
Substandard		1,~~968~~881		1,~~716~~671		~~485~~469		—		—		6663		3,~~724~~245		—		7,~~959~~329
Doubtful		—		—		—		—		—		—		—		—		—
Total	$	~~251~~258,~~346~~360	$	~~250~~242,~~164~~178	$	~~710~~713,~~831~~624	$	6779,~~042~~957	$	~~103~~98,~~731~~211	$	7,~~990~~439	$	~~196~~187,~~157~~338	$	12,~~851~~085	$	1,589,~~112~~192
As of December 31, 2016
Grade:
Pass	$	233,907	$	229,635	$	742,146	$	67,165	$	110,377	$	9,032	$	208,460	$	2,357	$	1,603,079
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		2,039		1,713		516		—		—		72		2,414		85		6,839
Doubtful		—		—		—		—		—		—		—		—		—
Total	$	235,946	$	231,348	$	742,662	$	67,165	$	110,377	$	9,104	$	210,874	$	2,442	$	1,609,918

The Company’s primary tool for assessing risk when evaluating a credit in terms of its underwriting, structure, documentation and eventual collectability is a risk rating system in which the loan is assigned a numeric value. Behind each numeric category is a defined set of characteristics reflective of the particular level of risk.

The risk rating system is based on a 10-point grade. The upper six grades are for “pass” categories, the seventh grade is for the “criticized” category, the eighth grade represents “classified” categories which are equivalent to the guidelines utilized by the OCC and the final two grades are for “doubtful” and “loss” categories.

The portfolio manager is responsible for assigning, maintaining, and documenting accurate risk ratings for all commercial loans and commercial real estate loans. The portfolio manager assigns a risk rating at the inception of the loan, reaffirms it annually, and adjusts the rating based on the performance of the loan. As part of the loan review process, the Chief Credit Officer or Deputy Chief Credit Officer will review risk ratings for accuracy. The portfolio manager’s risk rating will also be reviewed periodically by the third-party loan review function and the Bank’s regulators.

To calculate risk ratings in a consistent fashion, the Company uses a Risk Rating Methodology that assesses quantitative and qualitative components which include elements of the Company’s financial condition, abilities of management, position in the market, collateral and guarantor support and the impact of changing conditions. When combined with professional judgment, an overall risk rating is assigned.

~~The~~and ~~following~~adjusts ~~table~~the ~~presents~~rating based on the ~~Company’s~~performance ~~analysis~~of the loan. As part of ~~past~~the ~~due~~loan ~~loans~~review process, ~~segregated~~the byChief ~~class~~Credit ofOfficer ~~loans,~~or asDeputy ofChief ~~June~~Credit ~~30,~~Officer ~~2017~~will review risk ratings for accuracy. The portfolio manager’s risk rating will also be reviewed periodically by the third-party loan review function and ~~December~~the ~~31,~~Bank’s ~~2016:~~regulators.

The following table presents the Company’s analysis of past due loans, segregated by class of loans, as of September 30, 2017 and December 31, 2016:

Aging of Receivables

	30-59 Days Past Due		60-89 Days Past Due		90 Days Past Due		Total Past Due		Current		Total Financing Receivables
As of June 30, 2017
As of September 30, 2017
Commercial:
Commercial and industrial	$	—	$	—	$	—	$	—	$	~~251~~258,~~346~~360	$	~~251~~258,~~346~~360
CRE owner occupied		~~333~~63		—		~~1,088~~354		~~1,421~~417		~~248~~241,~~743~~761		~~250~~242,~~164~~178
CRE non-owner occupied		411,771		—		~~315~~307		~~356~~2,078		~~710~~711,~~475~~546		~~710~~713,~~831~~624
Land and development		—		—		—		—		6779,~~042~~957		6779,~~042~~957
Consumer:
Home equity lines of credit		~~168~~566		—		—		~~168~~566		~~103~~97,~~563~~645		~~103~~98,~~731~~211
Home equity term loans		9462		2—		—		9662		7,~~894~~377		7,~~990~~439
Residential real estate		23,~~710~~816		~~681~~983		~~464~~123		34,~~855~~922		~~192~~182,~~302~~416		~~196~~187,~~157~~338
Other		—		—		—		—		12,~~851~~085		12,~~851~~085
Total	$	36,~~346~~278	$	~~683~~983	$	~~1,867~~784	$	58,~~896~~045	$	1,~~583~~581,~~216~~147	$	1,589,~~112~~192
As of December 31, 2016
Commercial:
Commercial and industrial	$	—	$	—	$	—	$	—	$	235,946	$	235,946
CRE owner occupied		—		—		269		269		231,079		231,348
CRE non-owner occupied		331		—		185		516		742,146		742,662
Land and development		—		—		—		—		67,165		67,165
Consumer:
Home equity lines of credit		367		—		—		367		110,010		110,377
Home equity term loans		121		—		—		121		8,983		9,104
Residential real estate		4,020		851		744		5,615		205,259		210,874
Other		59		7		85		151		2,291		2,442
Total	$	4,898	$	858	$	1,283	$	7,039	$	1,602,879	$	1,609,918

(7) Derivatives, Hedging Activities and Other Financial Instruments

Derivative financial instruments involve, to varying degrees, interest rate, market and credit risk. The Company manages these risks as part of its asset and liability management process and through credit policies and procedures. The Company seeks to minimize counterparty credit risk by establishing credit limits and collateral agreements. The Company utilizes certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. In general, the derivative transactions entered into by the Company fall into one of two types: a fair value hedge of a specific fixed-rate loan agreement and an economic hedge of a derivative offering to a Bank customer. The Company does not use derivative financial instruments for trading purposes.

Fair Value Hedges – Interest Rate Swaps. The Company utilizes interest rate swap agreements to hedge interest rate risk. The designated hedged items are subordinated notes related to commercial loans that provide a fixed interest receipt for the Company. The interest rate risk is the uncertainty of future interest rate levels and the impact of changes in rates on the fair value of the loans. The hedging of interest rate risk is intended to reduce the volatility of the fair value of the loans due to changes in the interest rate market.

The Company previously entered into interest rate swaps with a counterparty whereby the Company makes payments based on a fixed interest rate and receives payments from the counterparty based on a floating interest rate, both calculated based on the principal amount of the underlying subordinated note, without the exchange of the underlying principal. The Company no longer enters into these interest rate swap transactions, the last of which occurred in August 2007. The interest rate swaps are designated as fair value hedges under FASB ASC 815, Derivatives and Hedging (“FASB ASC 815”). The critical terms assessed by the Company for each hedge of subordinated notes include the notional amounts of the swap compared to the principal amount of the notes, expiration/maturity dates, benchmark interest rate, prepayment terms and cash payment dates. At September 30, 2017 and December 31, 2016, the total outstanding notional amount of these swaps was $1.3 million and $1.5 million, respectively. For each of these swap agreements, the floating rate is based on the one-month London Interbank Offered Rate (“LIBOR”) paid on the first day of the month which matches the interest payment date on each subordinated note. The expiration dates for these swap agreements range from ~~June~~ November 1, ~~2017~~2019 to ~~October~~ August 1, 2022 and are consistent with the underlying subordinated note maturities and the swaps had a fair value of $0 at inception. At hedge inception and on an ongoing basis, conditions supporting hedge effectiveness are evaluated. The Company believes that all conditions required in FASB ASC 815-20-25-104 have been met, as all terms of the subordinated note and the interest rate swap match. Because the Company’s evaluations have concluded that the critical terms of the subordinated notes and the interest rate swaps meet the criteria outlined in FASB ASC 815-20-25-104, the “short-cut” method of accounting is applied, which assumes there is no ineffectiveness of a hedging arrangement’s ability to hedge risk as changes in the interest rate component of the swaps’ fair value are expected to exactly offset the corresponding changes in the fair value of the underlying subordinated notes, as described above. Because the hedging arrangement is considered perfectly effective, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in a net impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820, Fair Value Measurements and Disclosures (“FASB ASC 820”). The fair value adjustments related to credit quality were not material as of ~~June~~September 30, 2017 and December 31, 2016.

The following tables provide information pertaining to interest rate swaps designated as fair value hedges under FASB ASC 815 at ~~June~~September 30, 2017 and December 31, 2016:

Summary of Interest Rate Swaps Designated As Fair Value Hedges

	June 30, 2017					December 31, 2016
	September 30, 2017					December 31, 2016
Balance Sheet Location	Notional		Fair Value			Notional		Fair Value
Other liabilities	$	1,~~360~~304	$	(~~135~~121	)	$	1,468	$	(165	)

Summary of Interest Rate Swap Components

	June 30, 2017			December 31, 2016
	September 30, 2017			December 31, 2016
Weighted average pay rate		7.2223	%		7.22	%
Weighted average receive rate		1.72	%		1.73	%
Weighted average maturity in years		2.65			2.9

Customer Derivatives – Interest Rate Swaps. The Company enters into interest rate swaps that allow our commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC 815 and are marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820. The Company recognized $2 thousand in income resulting from fair value adjustments during the six months ended June 30, 2017 and 2016, which were included in other income in the unaudited condensed consolidated statements of operations.

	June 30, 2017						December 31, 2016
Balance Sheet Location	Notional			Fair Value			Notional			Fair Value
Other assets	$	33,694		$	989		$	45,236		$	2,077
Other liabilities		(33,694	)		(992	)		(45,236	)		(2,087	)

The Company has an International Swaps and Derivatives Association agreement with a third party that requires a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. The amount of collateral posted with the third party at June 30, 2017 and December 31, 2016 was $11.7 million and $13.8 million, respectively. The amount of collateral posted with the third party is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures. The aggregate

~~fair~~Customer ~~value~~Derivatives of– ~~all~~Interest ~~derivative~~Rate ~~financial~~Swaps. ~~instruments~~The inCompany enters into interest rate swaps that allow our commercial loan customers to effectively convert a ~~liability~~variable-rate ~~position~~commercial ~~with~~loan ~~credit~~agreement ~~measure~~to ~~contingencies~~a ~~and~~fixed-rate ~~entered~~commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party ~~was~~in $1order to economically hedge its exposure through the customer agreement.0 ~~million~~The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC 815 and are marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820. The Company recognized $2.0 ~~million~~thousand atin ~~June~~income and $87 thousand in expense resulting from fair value adjustments during the nine months ended September 30, 2017 and ~~December 31,~~ 2016, respectively, which were included in other income in the unaudited condensed consolidated statements of operations.

Risk Participation Agreement. During the six months ended June 30, 2017, the Bank entered into a risk participation agreement with a financial institution counterparty for an interest rate derivative contract (the “Agent Bank”) related to a loan in which the Bank is a participant. The risk protection agreement provides credit protection to the Agent Bank should the borrower fail to perform on its interest rate derivative contracts with the Agent Bank. The Bank received an upfront fee of $243 thousand upon entry into the risk participation agreement in the three months ended March 31, 2017. The Bank manages its credit risk on the credit risk participation agreements by monitoring the creditworthiness of the borrower, which is based on the normal credit review process had the Bank entered into the derivative instruments directly with the borrower. The notional amount of such risk participation agreement reflects the Bank’s pro-rata share of the derivative instrument, consistent with its share of the related participated loan. As of June 30, 2017, the total notional amount of the risk participation agreement was $17.8 million and its fair value, recorded in other liabilities on the condensed consolidated statements of condition, was $3 thousand.

	September 30, 2017						December 31, 2016
Balance Sheet Location	Notional			Fair Value			Notional			Fair Value
Other assets	$	30,238		$	775		$	45,236		$	2,077
Other liabilities		(30,238	)		(779	)		(45,236	)		(2,087	)

The Company has an International Swaps and Derivatives Association agreement with a third party that requires a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. The amount of collateral posted with the third party at September 30, 2017 and December 31, 2016 was $10.7 million and $13.8 million, respectively. The amount of collateral posted with the third party is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures. The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with the third party was $779 thousand and $2.0 million at September 30, 2017 and December 31, 2016, respectively.

Risk Participation Agreement. During the nine months ended September 30, 2017, the Bank entered into a risk participation agreement with a financial institution counterparty for an interest rate derivative contract (the “Agent Bank”) related to a loan in which the Bank is a participant. The risk protection agreement provides credit protection to the Agent Bank should the borrower fail to perform on its interest rate derivative contracts with the Agent Bank. The Bank received an upfront fee of $243 thousand upon entry into the risk participation agreement in the nine months ended September 30, 2017. The Bank manages its credit risk on the credit risk participation agreements by monitoring the creditworthiness of the borrower, which is based on the normal credit review process had the Bank entered into the derivative instruments directly with the borrower. The notional amount of such risk participation agreement reflects the Bank’s pro-rata share of the derivative instrument, consistent with its share of the related participated loan. As of September 30, 2017, the total notional amount of the risk participation agreement was $17.4 million and its fair value, recorded in other liabilities on the condensed consolidated statements of financial condition, was $3 thousand.

(8) Deposits

Deposits consist of the following major classifications:

	June 30, 2017		December 31, 2016
	September 30, 2017		December 31, 2016
Interest-bearing demand deposits	$	~~671~~663,~~899~~252	$	697,701
Non-interest-bearing demand deposits		409,~~683~~428		397,311
Savings deposits		~~250~~247,~~045~~587		241,754
Time deposits under $250,000		~~321~~323,~~531~~606		338,615
Time deposits $250,000 or more		4226,~~601~~121		28,789
Brokered time deposits		12,~~494~~500		37,193
Total	$	1,~~708~~682,~~253~~494	$	1,741,363

(9) Junior Subordinated Debentures Held By Trusts That Issued Capital Debt

The Company has established Issuer Trusts that have issued preferred and common securities (collectively, “capital securities”), which underlie junior subordinated debentures issued by the Company to the Issuer Trusts. The Issuer Trusts are wholly owned unconsolidated subsidiaries of the Company and have no independent operations. The obligations of the Issuer Trusts are fully and unconditionally guaranteed by the Company. These Issuer Trusts are variable interest entities under FASB ASC 810-10.

In accordance with FASB ASC 810-10, all of the Issuer Trusts outstanding at December 31, 2016 and 2015 are deconsolidated. The junior subordinated debentures issued by the Company to the Issuer Trusts at June 30, 2017 and December 31, 2016 of $77.3 million and $92.8 million, respectively, are reflected as junior subordinated debentures in the Company’s consolidated statements of financial condition. The Company records interest expense on the junior subordinated debentures in its consolidated statements of operations. The Company also recorded the common securities of $2.3 million and $2.8 million issued by the Issuer Trusts in other assets in its consolidated statements of financial condition at June 30, 2017 and December 31, 2016, respectively.

The following is a summary of the outstanding capital securities issued by each Issuer Trust and the junior subordinated debentures issued by the Company to each Issuer Trust as of June 30, 2017 and December 31, 2016.

In accordance with FASB ASC 810-10, all of the Issuer Trusts outstanding at September 30, 2017 and December 31, 2016 are deconsolidated. The junior subordinated debentures issued by the Company to the Issuer Trusts at September 30, 2017 and December 31, 2016 of $51.5 million and $92.8 million, respectively, are reflected as junior subordinated debentures in the Company’s consolidated statements of financial condition. The Company records interest expense on the junior subordinated debentures in its consolidated statements of operations. The Company also recorded the common securities of $1.5 million and $2.8 million issued by the Issuer Trusts in other assets in its consolidated statements of financial condition at September 30, 2017 and December 31, 2016, respectively.

Summary of Capital Securities and Junior Subordinated Debentures

June 30, 2017

Capital Securities

Junior Subordinated Debentures

September 30, 2017

Capital Securities

Junior Subordinated Debentures

Issuer Trust

Issuance Date

Stated Value

Principal Amount

Maturity

Sun Capital Trust VI

December 19, 2003

25,000

25,774

January 23, 2034

Sun Statutory Trust VII

January 17, 2006

30,000

30,928

March 15, 2036

Sun Statutory Trust VII

January 17, 2006

30,000

30,928

March 15, 2036

Sun Capital Trust VII

April 19, 2007

10,000

10,310

April 19, 2037

Sun Capital Trust VIII

July 5, 2007

10,000

10,310

October 1, 2037

7550,000

7751,~~322~~548

December 31, 2016

Capital Securities

Junior Subordinated Debentures

Issuer Trust

Issuance Date

Stated Value

Principal Amount

Maturity

Sun Capital Trust V

December 18, 2003

15,000

15,464

December 30, 2033

Sun Capital Trust VI

December 19, 2003

25,000

25,774

January 23, 2034

Sun Statutory Trust VII

January 17, 2006

30,000

30,928

March 15, 2036

Sun Capital Trust VII

April 19, 2007

10,000

10,310

April 19, 2037

Sun Capital Trust VIII

July 5, 2007

10,000

10,310

October 1, 2037

90,000

92,786

As of ~~June~~September 30, 2017, each of the capital securities is eligible for redemption.

The Company’s capital securities are deconsolidated in accordance with GAAP and qualify as Tier 1 capital under federal regulatory guidelines. These instruments are subject to a 25% capital limitation under risk-based capital guidelines developed by the FRB. The portion that exceeds the 25% capital limitation qualifies as Tier 2, or supplementary capital of the Company. See Note 14 for additional information on capital limitations.

The Company ~~has~~ redeemed $40 million of its outstanding trust preferred securities during 2017. Specifically, the securities redeemed were: (i) $15.50 million of the floating rate ~~preferred~~capital securities issued by Sun Capital Trust V, which were called for redemption on May 23, 2017 and redeemed on June 30, 2017, and (ii) $25.80 million of the floating rate capital securities issued by Sun Capital Trust VI, which were called for redemption on May 23, 2017 and redeemed on July 23, 2017. The trust preferred securities were redeemed, along with the common securities issued by Sun Capital Trust V and Sun Capital Trust VI and held by the Company, as a result of the concurrent redemption of the Company's outstanding junior subordinated debentures held by Sun Capital Trust V and Sun Capital Trust VI. The redemptions were completed pursuant to the optional prepayment provisions of the respective indentures. During the ~~three~~nine months ended ~~June~~September 30, 2017, the Bank accelerated $415 thousand of deferred issuance costs related to these two tranches of trust preferred securities.

(10) Earnings Per Share

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, after consideration of the potential dilutive effect of common stock equivalents, based upon the treasury stock method using an average market price for the period.

Earnings Per Share Computation

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
	2017		2016
Net income	$	12,~~455~~740	$	21,~~963~~630
Average common shares outstanding		19,~~059~~088,~~626~~192		18,~~848~~874,~~236~~577
Net effect of dilutive common stock equivalents		~~131~~100,~~668~~298		~~108~~88,~~965~~163
Adjusted average shares outstanding – dilutive		19,~~191~~188,~~294~~490		18,~~957~~962,~~201~~740
Basic income per share	$	0.0814	$	0.1609
Diluted income per share	$	0.0814	$	0.1609
	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2017		2016
Net income	$	25,~~885~~625	$	35,~~788~~418
Average common shares outstanding		19,~~023~~044,~~024~~985		18,~~793~~821,~~987~~047
Net effect of dilutive common stock equivalents		~~126~~117,~~302~~429		9588,~~574~~820
Adjusted average shares outstanding – dilutive		19,~~149~~162,~~326~~414		18,~~889~~909,~~561~~867
Basic income per share	$	0.1530	$	0.2029
Diluted income per share	$	0.1529	$	0.2029

(11) Legal Proceedings

Certain lawsuits and claims arising in the ordinary course of business may be filed or pending against the Company or its affiliates from time to time. In accordance with applicable accounting guidance, the Company establishes accruals for all lawsuits, claims and expected settlements when it believes it is probable that a loss has been incurred and the amount of the loss is reasonably estimable. When a loss contingency is not both probable and estimable, the Company does not establish an accrual. Any such loss estimates are inherently uncertain, based on currently available information and are subject to management’s judgment and various assumptions. Due to the inherent subjectivity of these estimates and unpredictability of outcomes of legal proceedings, any amounts accrued may not represent the ultimate resolution of such matters.

To the extent the Company believes any potential loss relating to such lawsuits and claims may have a material impact on its liquidity, consolidated financial position, results of operations, and/or our business as a whole and is reasonably possible but not probable, the Company discloses information relating to any such potential loss, whether in excess of any established accruals or where there is no established accrual. The Company also discloses information relating to any material potential loss that is probable but not reasonably estimable. Where reasonably practicable, the Company will provide an estimate of loss or range of potential loss. No disclosures are generally made for any loss contingencies that are deemed to be remote.

Following the announcement of the execution of the Merger Agreement, three substantially similar putative class action lawsuits challenging the proposed Merger were filed by alleged shareholders of the Company in the Superior Court of New Jersey, Burlington County against the Company, its current directors, OceanFirst and Merger Sub. All three lawsuits were filed on July 18, 2017. The actions are captioned: Oswald v. Sun Bancorp, Inc., C 000070 17, Chetcuti v. Sun Bancorp, Inc., C 000072 17 and Rumsey v. Sun Bancorp, Inc., C 000071 17 (collectively, the “~~Complaints”)~~State ~~and~~Court ~~were each filed on behalf of a putative class of the Company’s shareholders against the Company, its current directors and OceanFirst and Merger Sub~~Actions”). The ~~Complaints~~State Court Actions generally ~~allege~~alleged that the Company’s board of directors breached its fiduciary duties by approving the Merger for inadequate consideration and through a flawed process. The ~~Complaints~~State Court Actions also ~~allege~~alleged that the directors approved provisions in the Merger Agreement that constitute impermissible deal protection devices that allegedly preclude other bidders from making a successful competing offer for the Company, including, among others, a no solicitation provision that allegedly prevents other buyers from participating in discussions which may lead to a superior proposal, a matching rights provision that allows OceanFirst to match any competing proposal, and a provision that requires the Company to pay OceanFirst a termination fee of $17.0 million under certain circumstances. Plaintiffs further ~~allege~~alleged that OceanFirst and Merger Sub aided and abetted such alleged breaches. Plaintiffs ~~seek~~sought an order enjoining completion of the proposed Merger as well as unspecified money damages, costs and attorneys’ fees and expenses. NoOn ~~liability~~July or31, ~~reserve~~2017, ~~has~~the ~~been~~plaintiffs ~~recognized~~ in the ~~Company’s~~State ~~unaudited~~Court ~~condensed~~Actions ~~consolidated~~filed ~~statements~~a motion to consolidate all three State Court Actions, and for the appointment of ~~financial~~interim ~~condition~~lead atcounsel. ~~June~~On 30August 28, 2017, ~~with~~the ~~respect~~court granted the motion to ~~these~~consolidate, ~~matters~~consolidating all three State Court Actions under the caption In re Sun Bancorp, Inc. Consolidated Stockholder Litigation, C 70 17. In addition, on September 22, 2017, another alleged shareholder of Company filed a putative class action lawsuit against the Company, the Company’s board of directors, Ocean First and Merger Sub in the

United States District Court for the District of New Jersey, captioned Paul Parshall v. Sun Bancorp, Inc., et al., No. 1:17-cv-07368 (together with the State Court Actions, the “Class Actions”), in which the plaintiff alleged that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and certain rules and regulations promulgated thereunder by not disclosing certain allegedly material facts about the Merger.

On October 13, 2017 the Company, OceanFirst and the plaintiffs in each of the Class Actions entered into a memorandum of understanding (“MOU”) which provides for the settlement of the Class Actions. The MOU contemplates, among other things, that the Company would make certain supplemental disclosures relating to the Merger. The Company believes that the claims asserted in the Class Actions are without merit and that no further disclosure is required under applicable law. However, to avoid the risk that the Class Actions may delay or otherwise adversely affect the consummation of the Merger and to minimize the burden and expense of further litigation, the Company agreed to voluntarily make supplemental disclosures related to the Merger. The supplemental disclosures were made in Item 8.01 of the Current Report on Form 8-K filed by the Company with the SEC on October 13, 2017. Furthermore, pursuant to the MOU, the plaintiffs in each of the Class Actions voluntarily dismissed their individual claims with prejudice their and the claims asserted on behalf of a putative class of the Company’s shareholders without prejudice. No liability or reserve has been recognized in the Company’s unaudited condensed consolidated statements of financial condition at September 30, 2017 with respect to these matters.

(12) Commitments and Contingent Liabilities

Letters of Credit

In the normal course of business, the Company has various commitments and contingent liabilities, such as customers’ letters of credit (including standby letters of credit of $8.74 million and $10.1 million at ~~June~~September 30, 2017 and December 31, 2016, respectively) which are not reflected in the accompanying unaudited condensed consolidated financial statements. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Reserve for Unfunded Commitments

The Company maintains a reserve for unfunded loan commitments and letters of credit which is reported in other liabilities in the unaudited condensed consolidated statements of financial condition consistent with FASB ASC 825, Financial Instruments. As of ~~June~~September 30, 2017, the Company recorded estimated losses inherent with unfunded loan commitments in accordance with FASB ASC 450, Contingencies, and estimated future obligations under letters of credit in accordance with FASB ASC 460, Guarantees. The methodology used to determine the adequacy of this reserve is integrated in the Company’s process for establishing the allowance for loan losses and considers the probability of future losses and obligations that may be incurred under these off-balance sheet agreements. The reserve for unfunded loan commitments and letters of credit at ~~June~~September 30, 2017 and December 31, 2016 was $~~646~~399 thousand and $611 thousand, respectively. Management believes this reserve level is sufficient to absorb estimated probable losses related to these commitments.

Reserves for Loans Sold

The Company maintains a reserve for estimated losses inherent with residential mortgage loans sold to third-party purchasers with recourse and potential repair requests for guaranteed loans sold to the Small Business Administration in accordance with FASB ASC 450, Contingencies. This reserve is determined based upon the probability of future losses which is calculated using historical Company and industry loss data. The recourse reserves for these loans at ~~June~~September 30, 2017 and December 31, 2016 was $1.0 million and $1.6 million, respectively, and is reported in other liabilities in the unaudited condensed consolidated statement of financial condition. The Company did not repurchase any loans during the year as of ~~June~~September 30, 2017 and made no recourse payments. Management believes this reserve level is sufficient to address potential recourse exposure.

(13) Fair Value of Financial Instruments

The Company accounts for fair value measurement in accordance with FASB ASC 820. FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FASB ASC 820 does not require any new fair value measurements. The definition of fair value retains the exchange price notion in earlier definitions of fair value. FASB ASC 820 clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability. The definition focuses on the price that would be received to sell the asset or paid to transfer the liability (an exit price), not the price that would be paid to acquire the asset or received to assume the liability (an entry price). FASB ASC 820 emphasizes that fair ~~value is a market-based measurement, not an entity-specific measurement and also clarifies the application of fair value measurement in a market that is not active.~~

value is a market-based measurement, not an entity-specific measurement and also clarifies the application of fair value measurement in a market that is not active.

FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities.

•

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

FASB ASC 820 requires the Company to disclose the fair value of financial assets on both a recurring and non-recurring basis. The assets and liabilities measured at fair value on a recurring basis are as follows:

			Category Used for Fair Value Measurement
June 30, 2017	Total		Level 1		Level 2		Level 3
September 30, 2017	Total		Level 1		Level 2		Level 3
Assets:
Investment securities available for sale:
U.S. Treasury securities	$	3,497	$	3,497	$	—	$	—
U.S. Government agency mortgage-backed securities		~~267~~256,~~442~~926		—		~~267~~256,~~442~~926		—
Trust preferred securities		10,~~412~~302		—		—		10,~~412~~302
Collateralized loan obligations		—		—		—		—
Other securities		~~1,247~~609		~~1,247~~609		—		—
Hedged commercial loans		1,~~495~~426		—		1,~~495~~426		—
Interest rate swaps		~~989~~775		—		~~989~~775		—
Liabilities:
Fair value interest rate swaps		~~135~~121		—		~~135~~121		—
Interest rate swaps		~~992~~779		—		~~992~~779		—
December 31, 2016
Assets:
Investment securities available for sale:
U.S. Treasury securities	$	2,498	$	2,498	$	—	$	—
U.S. Government agency mortgage-backed securities		244,658		—		244,658		—
Trust preferred securities		9,851		—		—		9,851
Collateralized loan obligations		37,319		—		37,319		—
Other securities		1,360		1,360		—		—
Hedged commercial loans		1,634		—		1,634		—
Interest rate swaps		2,077		—		2,077		—
Liabilities:
Fair value interest rate swaps		165		—		165		—
Interest rate swaps		2,087		—		2,087		—

Level 1 Valuation Techniques and Inputs

U.S. Treasury securities. The Company reports U.S. Treasury securities at fair value utilizing Level 1 inputs. These securities are priced using observable quotations for the indicated security.

Other securities. The other securities category is comprised of money market mutual funds. Given the short maturity structure and the expectation that the investment can be redeemed at par value, the fair value of these investments is assumed to be the book value.

Level 2 Valuation Techniques and Inputs

The majority of the Company’s investment securities are reported at fair value utilizing Level 2 inputs. Prices of these securities are obtained through independent, third-party pricing services. Prices obtained through these sources include market derived quotations and matrix pricing and may include both observable and unobservable inputs. Fair market values take into consideration data such as dealer quotes, new issue pricing, trade prices for similar issues, prepayment estimates, cash flows, market credit spreads and other factors. The Company reviews the output from the third-party providers for reasonableness by the pricing consistency among securities with similar characteristics, where available, and by comparing values with other pricing sources available to the Company.

In general, the Level 2 valuation process uses the following significant inputs in determining the fair value of the Company’s different classes of investments:

U.S. Government agency mortgage-backed securities. The Company’s agency mortgage-backed securities generally fall into one of two categories, fixed-rate agency mortgage-backed pools or adjustable-rate agency mortgage-backed pools.

Fixed-rate agency mortgage-backed pools are evaluated based on spreads to actively traded To-Be-Announced and seasoned securities, the pricing of which is provided by inter-dealer brokers, broker dealers and other contributing firms active in trading the security class. Further delineation is made by weighted average coupon and weighted average maturity with spreads on individual securities relative to actively traded securities as determined and quality controlled using OAS valuations.

Adjustable-rate agency mortgage-backed pools are valued on a bond equivalent effective margin (“BEEM”) basis obtained from broker-dealers and other contributing firms active in the market. BEEM levels are established for key sectors using characteristics such as month-to-roll, index, periodic and life caps and index margins and convertibility. Individual securities are then evaluated based on how their characteristics map to the sectors established.

Collateralized loan obligations. The fair value measurements for collateralized loan obligations are obtained through quotes obtained from broker/dealers based on similar actively traded securities.

Hedged commercial loans. The hedged commercial loans are one component of a declared hedging relationship as defined under FASB ASC 815. The interest rate swap component of the declared hedging relationship is carried at its fair value and the carrying value of the commercial loans included a similar change in fair values. The fair value of these loans is estimated through discounted cash flow analysis which utilizes available credit and interest rate market data on performance of similar loans.

Interest rate swaps. The Company’s interest rate swaps, including fair value interest rate swaps and small exposures in interest rate caps and floors, are reported at fair value utilizing models provided by an independent, third-party and observable market data. When entering into an interest rate swap agreement, the Company is exposed to fair value changes due to interest rate movements, and also the potential nonperformance of our contract counterparty. Interest rate swaps are evaluated based on a zero coupon LIBOR curve created from readily observable data on LIBOR, interest rate futures and the interest rate swap markets. The zero coupon curve is used to discount the projected cash flows on each individual interest rate swap. In addition, the Company has developed a methodology to value the nonperformance risk based on internal credit risk metrics and the unique characteristics of derivative instruments, which include notional exposure rather than principal at risk and interest payment netting. The results of this methodology are used to adjust the base fair value of the instrument for the potential counterparty credit risk. Interest rate caps and floors are evaluated using industry standard options pricing models and observed market data on LIBOR and Eurodollar option and cap/floor volatilities.

Level 3 Valuation Techniques and Inputs

Trust preferred securities. The trust preferred securities are evaluated on a quarterly basis based on whether the security is an obligation of a single issuer or part of a securitization pool. For single issuer obligations, the Company uses discounted cash flow models which incorporate the contractual cash flow for each issue adjusted as necessary for any potential changes in amount or timing of cash flows. The cash flow model of a pooled issue incorporates anticipated loss rates and severities of the underlying collateral as well as credit support provided within the securitization. At least quarterly, the Company’s Treasury personnel review the modeling assumptions which include default assumptions, discount and forward rates. Changes in those assumptions could potentially have a significant impact on the fair value of the trust preferred securities.

The cash flow model for the pooled issue owned by the Company at June 30, 2017 assumes no recovery on defaulted collateral, no recovery on securities in deferral and an additional 3.6% future default rate assumption on the remaining performing collateral every three years with no recovery rate.

For trust preferred securities, projected cash flows are discounted at a rate based on a trading group of similar securities quoted on the New York Stock Exchange or over-the-counter markets which is reviewed for market data points such as credit rating, maturity, price and liquidity. The Company indexes the securities to a comparable maturity interest rate swap to determine the market spread, which is then used as the discount rate in the cash flow models. As of the reporting date, the market spreads were 2.75% for the pooled security and 5.25% for the single issuer. An increase or decrease of three percentage points in the discount rate on the pooled issue would result in a decrease of $1.8 million or an increase of $2.4 million in the security fair value, respectively. An increase or decrease of three percentage points in the discount on the single issuer would result in a decrease of $902 thousand or an increase of $1.5 million in the security fair value, respectively.

The ~~following~~cash ~~provides~~flow ~~details~~model offor the ~~Level~~pooled 3issue ~~fair~~owned ~~value~~by ~~measurement~~the ~~activity~~Company ~~for~~at ~~the~~September ~~three~~30, ~~and~~2017 ~~six~~assumes ~~months~~no ~~ended~~recovery ~~June~~on 30defaulted collateral, ~~2017~~no recovery on securities in deferral and ~~2016:~~an additional 3.6% future default rate assumption on the remaining performing collateral every three years with no recovery rate.

For trust preferred securities, projected cash flows are discounted at a rate based on a trading group of similar securities quoted on the New York Stock Exchange or over-the-counter markets which is reviewed for market data points such as credit rating, maturity, price and liquidity. The Company indexes the securities to a comparable maturity interest rate swap to determine the market spread, which is then used as the discount rate in the cash flow models. As of the reporting date, the market spreads were 2.75% for the pooled security and 5.25% for the single issuer. An increase or decrease of three percentage points in the discount rate on the pooled issue would result in a decrease of $1.9 million or an increase of $2.5 million in the security fair value, respectively. An increase or decrease of three percentage points in the discount on the single issuer would result in a decrease of $902 thousand or an increase of $1.5 million in the security fair value, respectively.

The following provides details of the Level 3 fair value measurement activity for the three and nine months ended September 30, 2017 and 2016:

Fair Value Measurements Using Significant Unobservable Inputs-Level 3

Investment Securities

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
	2017			2016
Balance, beginning of period	$	10,~~446~~412		$	9,~~719~~562
Total gains, realized/unrealized:
Included in earnings		1			1
Included in accumulated other comprehensive income		(35111	)		~~(158~~184	)
Purchases		—			—
Maturities		—			—
Prepayments		—			—
Calls		—			—
Transfers out of Level 3		—			—
Balance, end of period	$	10,~~412~~302		$	9,~~562~~747
	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2017			2016
Balance, beginning of period	$	9,851		$	10,175
Total gains, realized/unrealized:
Included in earnings		24			34
Included in accumulated other comprehensive income		~~559~~447			(~~616~~432	)
Purchases		—
Maturities		—			—
Prepayments		—			—
Calls		—			—
Transfers out of Level 3		—			—
Balance, end of period	$	10,~~412~~302		$	9,~~562~~747

There were no transfers between the three levels for the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016. The Company evaluates its hierarchy on a quarterly basis to ensure proper classification.

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company measures impaired loans, loans held-for-sale, bank properties and equipment and bank properties transferred to other real estate owned at fair value on a non-recurring basis. At September 30, 2017 and 2016, these assets were valued in accordance with GAAP and, except for impaired loans included in the following table, did not require fair value

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company measures impaired loans, loans held-for-sale, bank properties and equipment and bank properties transferred to other real estate owned at fair value on a non-recurring basis. At June 30, 2017 and 2016, these assets were valued in accordance with GAAP and, except for impaired loans included in the following table, did not require fair value disclosure under the provisions of FASB ASC 820. The related changes in fair value for the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016 are as follows:

Category Used for Fair Value Measurement

Total Losses Or Changes in Net Assets /

Total

Level 1

Level 2

Level 3

Liabilities

June 30, 2017

September 30, 2017

Assets:

Impaired loans

1,~~765~~322

—

1,~~765~~322

(~~104~~111

)

June 30, 2016

September 30, 2016

Assets:

Impaired loans

3,~~529~~477

—

3,~~529~~477

(~~557~~585

)

Loans held-for-sale, at lower of cost or market

~~540~~178

—

~~540~~178

—

(~~474~~136

)

Under FASB ASC 310, the fair value of collateral dependent impaired loans is based on the fair value of the underlying collateral, typically real estate, which is based on valuations. It is the policy of the Company to obtain a current appraisal or evaluation when a loan has been identified as non-performing. The type of appraisal obtained will be commensurate with the size and complexity of the loan. The resulting value will be adjusted for the potential cost of liquidation and decline of values in the market. New appraisals are obtained on an annual basis until the loan is repaid in full, liquidated, or returns to performing status.

While the loan policy dictates that a loan be assigned to the special assets department when it is placed on non-accrual status, there is a need for loan officers to consistently and accurately determine collateral values when a loan is initially designated as criticized or classified. The most effective means of determining the fair value of real estate collateral at a point in time is by obtaining a current appraisal or evaluation of the property. In anticipation of the receipt of a current appraisal or evaluation, the Company will provide for an alternative and interim means of determining the fair value of the real estate collateral, such as broker pricing.

The most recent appraisal or reported value of the collateral securing a loan, net of a discount for the estimated cost of liquidation, is the Company’s basis for determining fair value.

The following table summarizes the Company’s appraisal approach based upon loan category.

Loan Category Used for Impairment Review		Method of Determining the Value

Loans less than $1 million		Evaluation report or restricted use appraisal

Loans $1 million or greater
Existing appraisal 18 months or less		Restricted use appraisal
Existing appraisal greater than 18 months		Summary form appraisal

Commercial loans secured primarily by residential real estate
Loans less than $1 million		Automated valuation model
Loans $1 million or greater		Summary form appraisal

Non-commercial loans secured primarily by residential real estate
Loans less than $250,000		Automated valuation model or summary form appraisal
Loans $250,000 or greater		Summary form appraisal

An evaluation report, as defined by the OCC, is a written report prepared by an appraiser that describes the real estate collateral, its condition, current and projected uses and sources of information used in the analysis, and provides an estimate of value in situations when an appraisal is not required.

A restricted use appraisal is defined as a written report prepared under the Uniform Standards of Professional Appraisal Practice (“USPAP”). A restricted use appraisal is for the Company’s use only and contains a brief statement of information significant to the determination of the value of the collateral under review. This report can be used for ongoing collateral monitoring.

A summary form appraisal is defined as a written report prepared under the USPAP which contains a detailed summary of all information significant to the determination of the collateral valuation. This report is more detailed than a restricted use report and provides sufficient information to enable the user to understand the rationale for the opinions and conclusions in the report.

An automated valuation model is an internal computer program that estimates a property’s market value based on market, economic, and demographic factors.

On a quarterly basis, or more frequently as necessary, the Company will review the circumstances of each collateral dependent loan and real estate owned property. A collateral dependent loan is defined as one that relies solely on the operation or the sale of the collateral for repayment. Adjustments to any specific reserve relating to a collateral shortfall, as compared to the outstanding loan balance, will be made if justified by appraisals, market conditions or current events concerning the credit.

All appraisals received which are utilized to determine valuations for criticized and classified loans or properties placed in real estate owned are provided under an “as is” value. Partially charged off loans are measured for impairment upon receipt of an updated appraisal based on the relationship between the remaining balance of the charged down loan and the discounted appraised value. Such loans will remain on non-accrual status unless performance by the borrower warrants a return to accrual status. Recognition of non-accrual status occurs at the time a loan can no longer support principal and interest payments in accordance with the original terms and conditions of the loan documents. When impairment is determined, a specific reserve reflecting any calculated shortfall between the value of the collateral and the outstanding balance of the loan is recorded. Subsequent adjustments, prior to receipt of a new appraisal, to any related specific reserve will be made if justified by market conditions or current events concerning the loan. If an internal discount-based evaluation is being used, the discount percentage may be adjusted to reflect market changes, changes to the collateral value of similar credits or circumstances of the individual loan itself. The amount of the charge-off is determined by calculating the difference between the current loan balance and the current collateral valuation, plus estimated cost to liquidate.

Impaired loan fair value measurements are based upon unobservable inputs, and therefore, are categorized as a Level 3 measurement. There were no impaired loans with specific reserves at both ~~June~~September 30, 2017 and 2016. There were no charge-offs recorded on impaired loans with a specific reserve during both the ~~six~~nine months ended ~~June~~September 30, 2017, and 2016. Impaired loans held-for-investment with an aggregate carrying amount of $4.42 million and $3.5 million at ~~June~~September 30, 2017 and 2016, respectively, did not include specific reserves as the value of the underlying collateral was not below the carrying amount. However, these loans did include charge-offs of $~~104~~111 thousand, none of which related to loans that were fully charged off at ~~June~~September 30, 2017 and $~~557~~585 thousand, of which $5117 thousand related to loans that were fully charged off at ~~June~~September 30, 2016.

Once a loan is determined to be uncollectible, the underlying collateral is repossessed and reclassified as other real estate owned. The balance of other real estate owned can also include bank properties transferred from operations. These assets are carried at the lower of cost or fair value of the collateral, less cost to sell. In some cases, adjustments are made to the appraised values for various factors including age of the appraisal, age of comparable properties included in the appraisal, and known changes in the market and the collateral. During the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016, the Company did not record a decrease in fair value on either commercial or consumer properties.

In accordance with ASC 825-10-50-10, Fair Value of Financial Instruments, the Company is required to disclose the fair value of its financial instruments. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a distressed sale. Fair value is best determined using observable market prices; however, for many of the Company’s financial instruments, no quoted market prices are readily available. In instances where quoted market prices are not readily available, fair value is determined using cash flow models or other techniques appropriate for the particular instrument. These techniques involve some degree of judgment and, as a result, are not necessarily indicative of the amounts the Company would realize in a current market exchange. Utilizing different assumptions or estimation techniques may have a material effect on the estimated fair value.

Carrying Amounts and Estimated Fair Values of Financial Assets and Liabilities

	June 30, 2017				December 31, 2016
	September 30, 2017				December 31, 2016
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and due from banks	$	2220,~~086~~180	$	2220,~~086~~180	$	19,645	$	19,645
Interest-earning bank balances		~~105~~73,~~745~~278		~~105~~73,~~745~~278		114,563		114,563
Restricted cash		1,000		1,000		5,000		5,000
Investment securities available-for-sale		~~282~~271,~~598~~334		~~282~~271,~~598~~334		295,686		295,686
Investment securities held-to-maturity		250		250		250		250
Loans receivable, net		1,~~572~~573,~~672~~072		1,~~552~~545,~~279~~512		1,592,743		1,575,818
Hedged commercial loans(1)		1,~~495~~426		1,~~495~~426		1,634		1,634
Restricted equity investments		1716,~~139~~844		1716,~~139~~844		15,791		15,791
Interest rate swaps		~~989~~775		~~989~~775		2,077		2,077
Liabilities:
Demand deposits	$	1,~~081~~072,~~582~~679	$	1,~~053~~044,~~894~~468	$	1,095,012	$	1,070,680
Savings deposits		~~250~~247,~~045~~587		~~242~~239,~~494~~838		241,754		235,216
Time deposits		~~376~~362,~~626~~227		~~381~~367,~~899~~153		404,597		412,903
Advances from FHLBNY		85,~~317~~266		86,~~191~~004		85,416		85,703
Junior subordinated debentures		7751,~~322~~548		5232,~~567~~560		92,786		64,282
Fair value interest rate swaps		~~135~~121		~~135~~121		165		165
Interest rate swaps		~~992~~779		~~992~~779		2,087		2,087

(1) Includes positive market value adjustment of $~~135~~122 thousand and $165 thousand at ~~June~~September 30, 2017 and December 31, 2016, respectively, which is equal to the change in value of related interest rate swaps designated as fair value hedges of these hedged loans in accordance with FASB ASC 815.

Cash and cash equivalents. For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value. This is a Level 1 fair value input.

Restricted cash. For restricted cash, the carrying amount is a reasonable estimate of fair value. This is a Level 1 fair value input.

Investment securities. For investment securities, fair values are based on a combination of quoted prices for identical assets in active markets, quoted prices for similar assets in markets that are either actively or not actively traded and price models, discounted cash flow methodologies, or similar techniques that may contain unobservable inputs that are supported by little or no market activity and require significant judgment. The fair value of available-for-sale securities is measured utilizing Level 1, Level 2, and Level 3 inputs. The fair value of held-to-maturity securities is measured utilizing Level 2 inputs.

Loans receivable, net. The fair value of loans receivable is estimated using discounted cash flow analysis. Projected future cash flows are calculated using loan characteristics, and assumptions of voluntary and involuntary prepayment speeds. For performing loans, Level 2 inputs are utilized as the cash flow analysis is performed using available market data on the performance of similar loans. Projected cash flows are prepared using discount rates believed to represent current market rates. For non-performing loans, the cash flow assumptions are considered Level 3 inputs as market data is not readily available.

Hedged commercial loans. The hedged commercial loans are one component of a declared hedging relationship as defined under FASB ASC 815. The interest rate swap component of the declared hedging relationship is carried at its fair value and the carrying value of the commercial loans includes a similar change in fair values. The fair value of these loans is measured utilizing Level 2 inputs.

Restricted equity securities. Ownership in equity securities of the Federal Reserve Bank ~~of Philadelphia (the “Federal Reserve Bank”)~~, FHLBNY and Atlantic Central Bankers Bank is restricted and there is no established market for their resale. The carrying amount is a reasonable estimate of fair value. The fair value is based on Level 2 inputs.

Interest rate swaps and fair value interest rate swaps. The Company’s derivative financial instruments are not exchange-traded and therefore are valued utilizing models with the primary input being readily observable market parameters, specifically the

LIBOR swap curve. In addition, the Company incorporates a qualitative fair value adjustment related to credit quality variations between counterparties as required by FASB ASC 820. This is a level 2 input.

Demand deposits, savings deposits and time deposits. The fair value of demand deposits and savings deposits is determined by projecting future cash flows using an estimated economic life based on account characteristics, a Level 2 input. The resulting cash flow is discounted using rates available on alternative funding sources. The fair value of time deposits is estimated using the rate and maturity characteristics of the deposits to estimate their cash flow. This cash flow is discounted at rates for similar term wholesale funding.

Junior subordinated debentures. The fair value was estimated by discounting approximate cash flows of the borrowings by yields estimating the fair value of similar issues. The valuation model considers current market spreads, known and anticipated credit issues of the underlying collateral, term and reinvestment period and market transactions of similar issues, if available. This is a Level 3 input under the fair value hierarchy.

The fair value estimates presented herein are based on pertinent information available to management as of ~~June~~September 30, 2017 and December 31, 2016. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these condensed consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amount presented herein.

(14) Regulatory Matters

The Company is subject to risk-based capital guidelines adopted by the FRB for bank holding companies. The Bank is also subject to similar capital requirements adopted by the OCC. The federal bank regulatory agencies have established quantitative measures to ensure that minimum thresholds for Total Capital, Tier 1 Capital and Leverage (Tier 1 Capital divided by average assets) ratios (set forth in the table below) are maintained.

Under applicable regulatory requirements, the Company and the Bank are required to maintain (1) a minimum common equity Tier 1 capital ratio of 4.5% of risk-weighted assets; (2) a minimum capital ratio of 6.0% of risk-weighted assets; (3) a minimum total capital ratio of 8.0% of risk-weighted assets; and (4) a minimum Tier 1 leverage capital ratio of 4.0%.

Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s consolidated financial statements.

Furthermore, the Company and the Bank are required to maintain a minimum common equity Tier 1 capital conservation buffer (“Conservation Buffer”) to be applied to the common equity Tier 1 capital ratio, the Tier 1 capital ratio and the total capital ratio. The required minimum Conservation Buffer is being phased in incrementally, starting at 0.625% on January 1, 2016, increased to 1.25% on January 1, 2017, and will increase to 1.875% on January 1, 2018 and 2.5% on January 1, 2019. If a bank’s or bank holding company’s Conservation Buffer is less than the required minimum and its net income for the four calendar quarters preceding the applicable calendar quarter, net of any capital distributions and associated tax effects not already reflected in net income (“Eligible Retained Income”) is negative, it would be prohibited from making capital distributions or certain discretionary cash bonus payments to executive officers. As a result, under the applicable capital regulations, should the Company fail to maintain the Conservation Buffer, it would be subject to limits on, and in the event the Company has negative Eligible Retained Income for any four consecutive calendar quarters, we would be prohibited in, our ability to obtain capital distributions from the Bank.

The following table provides both the Company’s and the Bank’s risk-based capital ratios as of ~~June~~September 30, 2017 and December 31, 2016.

Regulatory Capital Levels

	Actual					For Capital Adequacy Purposes					Minimum Capital Requirement with Conservation Buffer(1)					To Be Well Capitalized Under Prompt Corrective Action Provision(2)
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
June 30, 2017:
September 30, 2017:
Total risk-based capital (to risk-weighted assets):
Sun Bancorp, Inc.	$	~~344~~323,~~418~~880		2120.4115	%	$	128,~~694~~569		8.00	%	$	148,~~802~~658		9.25	%	N/A
Sun National Bank		~~309~~315,~~967~~069		19.2759			128,~~684~~634		8.00			148,~~791~~733		9.25		$	160,~~856~~793		10.00	%
Tier 1 common equity capital (to risk- weighted assets):
Sun Bancorp, Inc.		~~260~~265,~~819~~469		16.2152			72,~~390~~320		4.50			92,~~498~~409		5.75		N/A
Sun National Bank		~~294~~299,~~376~~977		18.3066			72,~~385~~357		4.50			92,~~492~~456		5.75			104,~~556~~515		6.50
Tier 1 capital (to risk-weighted assets):
Sun Bancorp, Inc.		~~317~~308,~~278~~787		19.7221			96,~~521~~426		6.00			116,~~630~~515		7.25		N/A
Sun National Bank		~~294~~299,~~376~~977		18.3066			96,~~513~~476		6.00			116,~~620~~575		7.25			128,~~684~~634		8.00
Leverage capital:
Sun Bancorp, Inc.		~~317~~308,~~278~~787		14.7057			8684,~~353~~754		4.00		N/A					N/A
Sun National Bank		~~294~~299,~~376~~977		1314.6416			8684,~~325~~759		4.00		N/A						~~107~~105,~~906~~949		5.00
December 31, 2016:
Total risk-based capital (to risk-weighted assets):
Sun Bancorp, Inc.	$	354,078		21.63	%	$	130,929		8.00	%	$	141,157		8.625	%	N/A
Sun National Bank		324,196		19.85			130,664		8.00			140,872		8.625		$	163,330		10.00	%
Tier 1 common equity capital (to risk- weighted assets):
Sun Bancorp, Inc.		262,386		16.03			73,647		4.50			83,876		5.125		N/A
Sun National Bank		308,043		18.86			73,498		4.50			83,707		5.125			106,164		6.50
Tier 1 capital (to risk-weighted assets):
Sun Bancorp, Inc.		309,910		18.94			98,196		6.00			108,425		6.625		N/A
Sun National Bank		308,043		18.86			97,998		6.00			108,206		6.625			130,664		8.00
Leverage capital:
Sun Bancorp, Inc.		309,910		14.57			85,092		4.00		N/A					N/A
Sun National Bank		308,043		14.50			84,959		4.00		N/A						106,199		5.00

(1)	Conservation Buffer of 1.25% became effective as of January 1, 2017.

(2)	Not applicable for bank holding companies.

At ~~June~~September 30, 2017 and 2016, the Company and the Bank exceeded the required ratios for classification as “well capitalized.”

On April 15, 2010, the Bank entered into a written agreement with the OCC (the “OCC Agreement”), which contained requirements to develop and implement a profitability and capital plan that would provide for the maintenance of adequate capital to support the Bank’s risk profile.

The Bank also agreed to: (a) adopt and implement a program to protect the Bank’s interest in criticized or classified assets; (b) review and revise the Bank’s loan review program; (c) adopt and implement a program for the maintenance of an adequate allowance for loan losses; and (d) revise the Bank’s credit administration policies. The Bank also agreed that its brokered deposits will not exceed 6.0% of its total deposits unless approved by the OCC. Effective January 21, 2016, the OCC terminated ~~the OCC Agreement and the individual minimum capital requirement to which the Bank was subject and the requirements noted above were eliminated.~~

the OCC Agreement and the individual minimum capital requirement to which the Bank was subject and the requirements noted above were eliminated.

In addition, the Company was required to seek the prior approval of the Federal Reserve Bank before paying interest, principal or other sums on trust preferred securities or any related subordinated debentures, declaring or paying cash dividends or receiving dividends from the Bank, repurchasing outstanding stock or incurring indebtedness. The Company also was required to submit, and periodically update, a capital plan, a profit plan and cash flow projections, as well as other progress reports to the Federal Reserve Bank. The foregoing requirements were terminated by the Federal Reserve Bank in October 2016.

The Bank is subject to various statutory and regulatory restrictions on its ability to pay dividends to the Company. All national banks are limited in the payment of dividends without the approval of the OCC of a total amount not to exceed the net income for that year to date plus the retained income for the preceding two years. Federal law also prohibits national banks from paying dividends that would be greater than the bank’s undivided profits after deducting statutory bad debt in excess of the bank’s allowance for loan losses. Due to the Bank’s history of losses and retained deficit as of ~~June~~September 30, 2017, the Bank may not pay dividends; however, federal law permits the Bank to distribute cash or other assets to the Company through a reduction of capital, subject to approval by the OCC. At such time as the retained deficit is eliminated, any proposed dividends from the Bank to the Company are subject to regulatory approval until such time as net income for the current year combined with the prior two years is sufficient. Under the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”), an insured depository institution such as the Bank is prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, the institution would become “undercapitalized” (as such term is used in the FDICIA). Payment of dividends by the Bank also may be restricted at any time at the discretion of the OCC if it deems the payment to constitute an unsafe and unsound banking practice. In the first quarter of 2017, the Bank applied for and received approval from the OCC to distribute $20 million to the Company as a return and reduction of capital. This distribution was completed in the first quarter of 2017.

Federal Deposit Insurance Corporation (“FDIC”) assessment expense of $167 thousand and $240 thousand was recognized during the three months ended ~~June~~September 30, 2017 and 2016, respectively, and $~~327~~494 thousand and $~~700~~872 thousand was recognized during the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016, respectively.

The Company’s capital securities qualify as Tier 1 capital under federal regulatory guidelines. These instruments are subject to a 25% capital limitation under risk-based capital guidelines developed by the FRB. Under FRB rules, restricted core capital elements, which are qualifying trust preferred securities, qualifying cumulative perpetual preferred stock (and related surplus) and certain minority interests in consolidated subsidiaries, are limited in the aggregate to no more than 25% of a bank holding company’s core capital elements (including restricted core capital elements), net of goodwill less any associated deferred tax liability. However, under the Dodd-Frank Act, bank holding companies are prohibited from including in their Tier 1 capital hybrid debt and equity securities, including trust preferred securities, issued on or after May 19, 2010. Any such instruments issued before May 19, 2010 by a bank holding company, such as the Company, with total consolidated assets of less than $15 billion as of December 31, 2009, may continue to be included as Tier 1 capital (subject to the 25% limitation). The portion that exceeds the 25 percent capital limitation qualifies as Tier 2, or supplementary capital of the Company. ~~The~~At ~~redemption~~September of30, ~~trust~~2017, ~~preferred~~all ~~securities~~$50.0 ~~during~~million ~~the~~in ~~second~~capital ~~quarter~~securities ofqualified ~~2017~~as ~~reduced the Company’s~~ Tier 21 capital. ~~only,~~The ~~and~~redemption ~~thus~~of ~~only~~the ~~impacted~~two tranches of the Company’s ~~total~~trust ~~risk-based~~preferred ~~capital~~securities ~~ratio.~~in Atthe ~~June~~nine months ended September 30, 2017, ~~$63.5~~resulted ~~million~~in ofreductions ain ~~total~~Tier of1 ~~$75.0 million in~~ capital ~~securities~~and ~~qualified as~~ Tier 12 ~~with~~capital of $1113.50 million ~~qualifying~~and as$27.0 ~~Tier~~million, ~~2 capital~~respectively.

(15) Dividends:

On ~~July~~October 2524, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $0.01 per share payable on ~~September~~December 65, 2017 to shareholders on record as of ~~August~~November 2221, 2017.

Forward-Looking Statements

This Quarterly Report on Form 10-Q of the Company and the documents incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the ~~Securities~~ Exchange Act ~~of 1934~~, ~~as amended (the “Exchange Act”),~~ and are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We are including this statement for the purpose of invoking those safe harbor provisions. Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” These forward-looking statements may include, among other things:

•	statements and assumptions relating to financial performance;

•	statements relating to the anticipated effects on results of operations or financial condition from recent or future developments or events;

•	statements relating to our business and growth strategies and our regulatory capital levels;

•	statements relating to potential sales of our criticized and classified assets; and

•	any other statements, projections or assumptions that are not historical facts.

Actual future results may differ materially from our forward-looking statements, and we qualify all forward-looking statements by various risks and uncertainties we face, some of which are beyond our control, as well as the assumptions underlying the statements, including, among others, the following factors:

•	the strength of the United States economy in general and the strength of the local economies in which we conduct operations;

•	market volatility;

•	the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs;

•	the overall quality of the composition of our loan and securities portfolios;

•	the market for criticized and classified assets that we may sell;

•

legislative and regulatory changes, including the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), changes in banking, securities and tax laws and regulations and their application by our regulators and changes in the scope and cost of FDIC insurance and other coverages;

•	changes in estimates of future loan loss reserves based upon the periodic review thereof under relevant regulatory and accounting requirements;

•	the effects of, and changes in, monetary and fiscal policies and laws, including interest rate policies of the FRB;

•	inflation, interest rate, market and monetary fluctuations;

•	fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas;

•	the effect of and our ability to comply with applicable bank regulatory requirements;

•	the results of examinations of us by the Federal Reserve Bank and of the Bank by the OCC, including the possibility that the OCC may, among other things, require the Bank to increase its allowance for loan losses or to write-down assets;

•	changes in business strategy or an inability to execute strategy due to the occurrence of unanticipated events;

•	our ability to attract deposits and other sources of liquidity;

•	our ability to increase market share and control operating costs and expenses;

•	our ability to manage delinquency rates;

•	our ability to retain key members of our senior management team;

•	the costs of litigation, including settlements and judgments;

•	the increased competitive pressures among financial services companies;

•	the timely development of and acceptance of new products and services and the perceived overall value of these products and services by businesses and consumers, including the features, pricing and quality compared to our competitors’ products and services;

•	technological changes;

•	acquisitions;

•	changes in the financial performance and/or condition of the Bank’s borrowers;

•	changes in consumer and business spending, borrowing and saving habits and demand for financial services in our market area;

•	adverse changes in securities markets;

•	the inability of key third-party providers to perform their obligations to us;

•	changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies, the Financial Accounting Standards Board;

•	the potential impact on the Company’s operations and customers resulting from natural or man-made disasters, war, terrorist activities or cyber attacks;

•	other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services and the other risks described elsewhere herein or in the documents incorporated by reference herein and our other filings with the SEC;

•	our ability to continue to pay dividends;

• the ability of the Company or OceanFirst to obtain regulatory approvals and meet other closing conditions to the Merger~~, including approval of the Merger by each party’s shareholders~~;

•	a potential delay in closing the Merger;

•	the potential impact of announcement or consummation of the Merger on relationships with third parties, including customers, employees, and competitors,

•	future financial and operating results of OceanFirst, the Company or the combined institution following the Merger;

•	our ability to recapture the remaining benefits of our deferred tax asset; and

•	our success at managing the risks involved in the foregoing.

Some of these and other factors are discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 under “Item 1A Risk Factors” and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” as such sections may be amended or supplemented herein or in other filings pursuant to the Exchange Act. The development of any or all of these factors could have an adverse impact on our financial position and results of operations.

Any forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference herein or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, unless otherwise required to do so by law or regulation. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed herein or in the documents incorporated by reference herein might not occur, and you should not put undue reliance on any forward-looking statements.

NON-GAAP FINANCIAL MEASURES

This Quarterly Report on Form 10-Q of the Company contains financial information prepared pursuant to methods other than in accordance with GAAP. Management uses these “non-GAAP” measures in their analysis of the Company’s performance. Management believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrate the effects of significant gains and charges in the current period. The Company believes that a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Management uses these measures to evaluate the underlying performance and efficiency of operations. Management believes these measures reflect core trends of the business.

Core Deposits:

Core deposits are calculated by excluding time deposits and brokered deposits from total deposits. The following table provides a reconciliation of core deposits to GAAP total deposits at ~~June~~September 30, 2017 and December 31, 2016:

	June 30, 2017		December 31, 2016
	September 30, 2017		December 31, 2016
Total deposits	$	1,~~708~~682,~~253~~494	$	1,741,363
Less: Time deposits		~~364~~349,~~132~~727		367,404
Less: Brokered time deposits		12,~~494~~500		37,193
Core deposits	$	1,~~331~~320,~~627~~267	$	1,336,766

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

(All dollar amounts presented in the tables are in thousands)

General Overview

The Company is a bank holding company headquartered in Mount Laurel, New Jersey, with its principal subsidiary being Sun National Bank. The Company’s principal business is to serve as a holding company for the Bank. At ~~June~~September 30, 2017, the Company had total assets of $2.2217 billion, total liabilities of $1.8984 billion and total shareholders’ equity of $~~325~~328.16 million. The Company reported net income available to common shareholders of $12.57 million, or $0.0814 per diluted share, and $25.96 million, or $0.1529 per diluted share for the three and ~~six~~nine months ended ~~June~~September 30, 2017, respectively.

Through the Bank, the Company provides an array of community banking services to consumers, small businesses and mid-sized companies. The Company’s lending services to businesses include term loans, lines of credit and commercial mortgages. The Company’s commercial deposit services include business checking and money market accounts and cash management solutions such as online banking, electronic bill payment and wire transfer services, lockbox services, remote deposit and controlled disbursement services. The Company’s consumer deposit services include checking accounts, savings accounts, money market accounts, certificates of deposit, individual retirement accounts and online banking. The Company’s lending services to consumers consist primarily of lines of credit for overdraft sweeps. In addition, the Company, through a subsidiary of the Bank, Prosperis Financial Solutions, LLC, offers clients access to mutual funds, securities brokerage, annuities and investment advisory services.

The Company funds its lending activities primarily through retail, commercial and brokered deposits, the scheduled maturities of its investment portfolio and other wholesale funding sources.

As a financial institution with a primary focus on traditional banking activities, the Company generates the majority of its revenue through net interest income, which is the difference between interest income earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon the Company’s ability to prudently manage the balance sheet for growth, combined with how successfully it maintains or increases net interest margin, which is net interest income as a percentage of average interest-earning assets. The Company generates additional revenue through fees earned on the various services and products offered to its customers. Offsetting these revenue sources are provisions for credit losses on loans, operating expenses and income taxes.

In June 2014, the Company commenced a comprehensive strategic restructuring plan (the “Restructuring Plan”) to refocus on serving commercial borrowers in the communities in which the Bank operates. Pursuant to the Restructuring Plan, during 2014 and 2015, the Bank exited Sun Home Loans, its residential mortgage banking origination business and its healthcare and asset-based lending businesses, it sold eight branch locations, consolidated nine branch locations, significantly reduced classified assets and operating expenses and declared a 1-for-5 reverse stock split.

As a result of the implementation and completion of the Restructuring Plan in 2015, the Company’s primary lending focus is now centered around commercial relationships, specifically commercial real estate, multi-family and commercial and industrial loan originations. The Company will also selectively partner with high quality banks for loan participation opportunities. The Company continues to focus on enhancing its brand and building a relationship-based deposit gathering strategy which the Company anticipates will generate additional deposit-related income from service charges, cash management and related commercial banking products and services.

Prior to 2016, the Bank was subject to the OCC Agreement which imposed an individual minimum capital requirement on the Bank, restricted the Bank’s ability to pay dividends and imposed a variety of other operating restrictions and requirements. In addition, the Company had been required to seek prior approval from the Federal Reserve Bank before paying interest, principal or other sums on trust preferred securities or any related subordinated debentures, declaring or paying cash dividends from the Bank, repurchasing outstanding stock or incurring indebtedness, among other individual restrictions and requirements. The OCC terminated the OCC Agreement and the individual restrictions and requirements thereunder in January 2016. Similarly, in October 2016, the Federal Reserve Bank terminated the individual restrictions and requirements placed on the Company.

The U.S. economy has experienced moderate expansion with a post-election increase in positive business and consumer sentiment presenting a potential upside for growth. Inflation has been low in 2017. However, tighter labor markets could potentially generate higher inflation. Interest rates have been increasing, but remain near historical lows with a strong market expectation for an additional increase in late 2017 or the first quarter of 2018. The unemployment rate in the U.S. was 4.42% in ~~June~~September 2017, which is a decrease from 4.7% in December 2016. Based upon initial estimates, the U.S. gross domestic product (“GDP”) for the ~~second~~third quarter of 2017 increased at an annual rate of 23.60% as compared to a 13.21% increase in the ~~first~~second quarter of 2017. The ~~increase~~U.S. ineconomy ~~GDP~~maintained ~~was~~a ~~driven~~moderate ~~primarily~~pace byof ~~improvements~~growth in ~~consumer~~the ~~spending.~~third ~~Fixed~~quarter ~~investment~~as ~~improved~~an ~~slightly,~~increase ~~while~~in ~~residential~~inventory investment ~~declined.~~and ~~The~~a ~~economy~~smaller ~~has~~trade ~~expanded~~deficit ~~for~~offset ~~eight consecutive years since the recession due mainly to~~ a ~~strong labor market, which has increased~~

~~incomes~~hurricane-related asslowdown ~~well~~in asconsumer ~~the~~spending ~~demand~~and ~~for~~a ~~consumer~~decline ~~goods~~in ~~and services~~construction. At the state level, according to the latest South Jersey Business Survey produced by the Federal Reserve Bank, economic conditions continued to expand in the ~~second~~third quarter of 2017~~, but at a slower pace than the previous quarter~~. The South Jersey Business Survey indicates that business expectations are at high levels, including the six-month forecast for employment. In Northern New Jersey, business activity is expected to continue to increase at a modest pace. New Jersey’s unemployment rate ~~decreased~~rose to 4.17% as of ~~June~~September 2017, ~~the~~compared ~~lowest~~to ~~since May 2007, from~~ 4.21% as of ~~March~~June ~~31,~~ 2017 and 4.7% as of December 2016.

At its meeting in ~~June~~October 2017, the Federal Open Market Committee (the “FOMC”) ~~increased~~maintained the Federal Funds target rate ~~from~~at 1% to 1.25%. The ~~rate was unchanged at the July 2017~~ FOMC ~~meeting. At the July meeting, the FOMC~~ stated that it expects to begin implementing its balance sheet normalization program relatively soon, provided that the economy evolves as anticipated. It is anticipated that the FOMC could increase the target rate one additional time later in 2017 as the economy gains momentum and inflation increases modestly. The FOMC stated that economic activity should continue to expand at a moderate pace, labor market conditions will strengthen and inflation will stabilize around 2%, over the medium term. In determining whether to raise the target rate in the future, the FOMC will assess realized and expected economic conditions relative to its objectives of maximum employment and 2% inflation.

The economy continues to experience uncertainty in some sectors, and, together with the challenging regulatory environment and the uncertainty around policy changes by the President and Congress, it will continue to affect the Company and the markets in which it does business and may adversely impact the Company’s results in the future. The discussion herein provides further detail on the financial condition and results of operations of the Company at and for the three and ~~six~~nine months ended ~~June~~September 30, 2017.

Merger Agreement with OceanFirst

On June 30, 2017, the Company entered into the Merger Agreement with OceanFirst, a Delaware corporation and the parent company of OceanFirst Bank and Merger Sub, a wholly-owned subsidiary of OceanFirst. Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company as the surviving entity, and immediately following the First-Step Merger, the Company will merge with and into OceanFirst, with OceanFirst as the surviving entity. It is anticipated that immediately following the consummation of the Merger, the Bank will merge with and into OceanFirst Bank, with OceanFirst Bank as the surviving bank. Upon completion of the Merger, each outstanding share of Company common stock will be converted into the right to receive, at the election of each Company shareholder, the Cash Consideration or the Stock Consideration, subject to an allocation and proration procedure. The amount of Cash Consideration to be received for a share of Company stock is based on a formula designed to equal the sum of (A) $3.78 plus (B) the product of 0.7884 multiplied by the OceanFirst Share Closing Price. The Merger Agreement provides that the aggregate amount of Cash Consideration will not exceed the product of (x) $3.78 and (y) the total number of shares of the Company’s common stock issued and outstanding immediately prior to the effective time of the First-Step Merger. The Stock Consideration to be received for a share of Company stock will be equal to the quotient of (A) the Cash Consideration divided by (B) the OceanFirst Share Closing Price. The Merger was unanimously approved by the boards of directors of each of the Company and OceanFirst in June 2017.

~~The~~Upon ~~Merger~~completion ~~Agreement~~of ~~contains customary representations and warranties from both~~ the ~~Company and OceanFirst~~Merger, each ~~with~~outstanding ~~respect~~share toof ~~its~~Company ~~and~~common ~~its~~stock ~~subsidiaries’~~will ~~businesses.~~be ~~Each~~converted ~~party~~into ~~has~~the ~~also~~right ~~agreed~~ to ~~customary covenants~~receive, ~~including,~~at ~~among others, covenants relating to (1)~~ the ~~conduct~~election of ~~its~~each ~~business~~Company ~~during~~shareholder, the ~~interim~~Cash ~~period~~Consideration ~~between~~or the ~~execution~~Stock ofConsideration, ~~the~~subject ~~Merger~~to ~~Agreement~~an allocation and ~~the~~proration ~~effective~~procedure. The ~~time~~amount of ~~the~~Cash ~~First-Step~~Consideration ~~Merger,~~to ~~(2)~~be ~~the~~received ~~obligation~~for ~~of the Company to call~~ a ~~meeting~~share of ~~its~~Company ~~shareholders~~stock tois ~~adopt~~based ~~the~~on ~~Merger~~a ~~Agreement,~~formula ~~and,~~designed ~~subject~~ to ~~certain~~equal ~~exceptions,~~the tosum ~~recommend~~of ~~that~~(A) ~~its~~$3.78 ~~shareholders~~plus ~~adopt the Merger Agreement,~~ (3B) the ~~obligation~~product of ~~OceanFirst~~0.7884 tomultiplied ~~call~~by athe ~~meeting~~OceanFirst ofShare ~~its~~Closing ~~shareholders to adopt the~~Price. The Merger Agreement, ~~and,~~provides ~~subject to certain exceptions, to recommend~~ that ~~its shareholders adopt~~ the ~~Merger~~aggregate ~~Agreement,~~amount ~~and~~of toCash ~~approve~~Consideration ~~the~~will ~~issuance~~not ofexceed the ~~shares~~product of ~~OceanFirst~~(x) ~~Common~~$3.78 ~~Stock~~and in(y) ~~connection with~~ the ~~First-Step~~total ~~Merger,~~number ~~and~~of ~~(4)~~shares of the Company’s ~~non-solicitation~~common ~~obligations~~stock ~~relating~~issued toand ~~alternative~~outstanding ~~acquisition~~immediately ~~proposals. The~~prior ~~Company~~to ~~and~~the ~~OceanFirst~~effective ~~have~~time ~~agreed~~of tothe ~~use~~First-Step ~~their~~Merger. ~~reasonable~~The ~~best~~Stock ~~efforts~~Consideration to ~~prepare~~be ~~and~~received ~~file~~for ~~all~~a ~~applications,~~share ~~notices,~~of ~~and~~Company ~~other~~stock ~~documents~~will be equal to ~~obtain~~the ~~all~~quotient ~~necessary~~of ~~consents~~(A) ~~and~~the ~~approvals~~Cash ~~for~~Consideration ~~consummation~~divided ofby (B) the ~~transactions~~OceanFirst ~~contemplated~~Share byClosing ~~the~~Price. The Merger ~~Agreement.~~was ~~Simultaneously~~unanimously ~~with~~approved by the ~~execution~~boards of ~~the~~directors ~~Merger~~of ~~Agreement,~~each ~~certain~~ of the Company’s ~~shareholders~~and ~~have~~OceanFirst ~~entered~~in ~~into~~June ~~voting~~2017. ~~and~~On ~~support~~October ~~agreements~~24 ~~with~~and ~~OceanFirst~~25, ~~pursuant~~2017, tothe ~~which~~respective ~~each~~shareholders ~~has~~of ~~agreed~~the toCompany ~~vote~~and inOceanFirst ~~favor~~approved of the Merger.

The Merger Agreement contains customary representations and warranties from both the Company and OceanFirst, each with respect to its and its subsidiaries’ businesses. Each party has also agreed to customary covenants, including, among others, covenants relating to (1) the conduct of its business during the interim period between the execution of the Merger Agreement and the effective time of the First-Step Merger, (2) the obligation of the Company to call a meeting of its shareholders to adopt the Merger Agreement, and, subject to certain exceptions, to recommend that its shareholders adopt the Merger Agreement, (3) the obligation of OceanFirst to call a meeting of its shareholders to adopt the Merger Agreement, and, subject to certain exceptions, to recommend that its shareholders adopt the Merger Agreement, and to approve the issuance of the shares of OceanFirst Common Stock in connection with the First-Step Merger, and (4) the Company’s non-solicitation obligations relating to alternative acquisition proposals. The Company and OceanFirst have agreed to use their reasonable best efforts to prepare and file all applications, notices, and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement. Simultaneously with the execution of the Merger Agreement, certain of the Company’s shareholders entered into voting and support agreements with OceanFirst pursuant to which each has agreed to vote in favor of the Merger.

other party with its covenants and (c) receipt by such party of an opinion from such party’s counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Regulatory approval of the Merger was received from the Federal Reserve Bank on October 17, 2017. The regulatory application for the transaction remains under review by the OCC. Subject to receipt of OCC approval and satisfaction of other customary closing conditions noted above, the Company expects to close the Merger in January 2018.

Critical Accounting Policies, Judgments and Estimates

The Company’s significant accounting policies are described in Note 2 to the consolidated financial statements included in the Company’s 2016 Form 10-K and in Note 2 to the unaudited condensed consolidated financial statements included in Item 1 of this report. The discussion and analysis of the financial condition and results of operations are based on the unaudited condensed consolidated financial statements, which are prepared in conformity with GAAP. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. Management evaluates these estimates and assumptions on an ongoing basis, including those related to the allowance for loan losses, goodwill, intangible assets, income taxes and the fair value of financial instruments. Management bases its estimates on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances. These form the basis for making judgments on the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Allowance for Loan Losses. Through the Bank, the Company originates loans that it intends to hold for the foreseeable future or until maturity or repayment. The Company may not be able to collect all principal and interest due on these loans. The allowance for loan losses represents management’s estimate of probable credit losses inherent in the loan portfolio as of the balance sheet date. The determination of the allowance for loan losses requires management to make significant estimates with respect to the amounts and timing of losses and market and economic conditions. The allowance for loan losses is maintained at a level that management considers adequate to provide for estimated losses and impairment based upon an evaluation of known and inherent risk in the loan portfolio. Loan impairment is evaluated based on the fair value of collateral or estimated net realizable value. A provision for loan losses is charged to operations based on management’s evaluation of the estimated losses that have been incurred in the Company’s loan portfolio. It is the policy of management to provide for losses on all pass and classified rated loans in its portfolio.

Management monitors its allowance for loan losses on a monthly basis and makes adjustments to the allowance through the provision for loan losses as economic conditions and other pertinent factors warrant. The Company’s allowance for loan losses methodology considers a number of quantitative and qualitative factors. The review and adjustment of the qualitative factors employed in the allowance methodology and the updating of historic loss and recovery experience allow for timely reaction to emerging conditions and trends. In this context, a series of qualitative factors are used in the methodology as a measurement of how current circumstances are affecting the loan portfolio. Included in these qualitative factors are:

•	Levels of past due, classified and non-accrual loans, troubled debt restructurings and modifications;

•	Nature and volume of loans;

•	Historical loss trends;

•	Changes in lending policies and procedures, underwriting standards, collections, and for commercial loans, the level of loans being approved with exceptions to policy;

•	Experience, ability and depth of management and staff;

•	National and local economic and business conditions, including various market segments;

•	Quality of the Company’s loan review system and degree of Board oversight; and

•	Effect of external factors, including the deterioration of collateral values, on the level of estimated credit losses in the current portfolio.

Additionally, for the commercial loan portfolio, historic loss and recovery experience over a two-year horizon, based on a rolling 28-quarter migration analysis, is taken into account for the quantitative factor component. Prior to the second quarter of 2016, the Company utilized a loss horizon of three years. This period was reduced to two years as of June 30, 2016 as a result of the Company’s analysis of its recent loss experience. For the non-commercial loan quantitative component, the average one-year loss history and recovery experience over a 12-quarter time period is utilized for the allowance calculation.

Company’s analysis of its recent loss experience. For the non-commercial loan quantitative component, the average one-year loss history and recovery experience over a 12-quarter time period is utilized for the allowance calculation.

Values assigned to the qualitative factors and those developed from historic loss and recovery experience provide a dynamic basis for the calculation of reserve factors for both pass-rated loans and those criticized and classified loans through the use of both a general pooled allowance and a specific allowance. In determining the appropriate level of the general pooled allowance, management makes estimates based on internal risk ratings, which take into account such factors as debt service coverage, loan-to-value ratios and external factors. Estimates are periodically measured against actual loss experience. When a loan is determined to be non-performing, the Company typically performs an impairment analysis utilizing a current appraisal value discounted for an estimated cost of disposal. In certain cases, a discounted cash flow analysis may be performed to determine whether an impairment exists. A specific allowance may be calculated on individually identified impaired loans. Loans not individually reviewed are evaluated as a group using reserve factor percentages based on historic loss and recovery experience and the qualitative factors described above.

As changes in the Company’s operating environment occur and as recent loss experience fluctuates, the factors for each category of loan based on type and risk rating will change to reflect current circumstances and the quality of the loan portfolio. Given that the components of the allowance are based partially on historical losses, recoveries and on risk rating changes in response to recent events, required reserves may trail the emergence of any unforeseen deterioration in credit quality.

Although the Company maintains its allowance for loan losses at levels considered adequate to provide for the inherent risk of loss in its loan portfolio, if economic conditions differ substantially from the assumptions used in making the evaluations, there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in future periods. Accordingly, the current state of the national economy and local economies of the areas in which the loans are concentrated and their slow recovery from a severe recession could result in an increase in loan delinquencies, foreclosures or repossessions resulting in increased charge-off amounts and the need for additional loan loss allowances in future periods.

Accounting for Income Taxes. The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. (“FASB ASC 740”). FASB ASC 740 requires the recording of deferred income taxes that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Management exercises significant judgment in the evaluation of the amount and timing of the recognition of the resulting tax assets and liabilities and of its gross deferred tax assets. The judgments and estimates required for the evaluation are updated based upon changes in business factors and the tax laws. If actual results differ from the assumptions and other considerations used in estimating the amount and timing of tax recognized, there can be no assurance that additional expenses will not be required in future periods. The recognition of the deferred tax asset valuation allowance differs between GAAP and regulatory accounting. While any reversal of a valuation allowance would be immediately recorded under GAAP, the amount of deferred tax asset includable in regulatory capital is generally limited to temporary tax differences and does not include net operating losses or tax credit carry-forwards.

The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the unaudited condensed consolidated statements of operations. Assessment of uncertain tax positions under FASB ASC 740 requires careful consideration of the technical merits of a position based on management’s analysis of tax regulations and interpretations. Significant judgment may be involved in applying the requirements of FASB ASC 740.

In determining whether to establish or maintain a valuation allowance against a deferred tax asset, the Company reviews available evidence to determine whether it is more likely than not that all or a portion of the Company’s net deferred tax asset will be realized in future periods. Consideration is given to various positive and negative factors that could affect the realization of the net deferred tax assets. In making such a determination, the Company considers, among other things, future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, historical financial performance, the ability to carry back losses to recoup taxes previously paid, the length of statutory carry forward periods and experience with operating loss and tax credit carry forwards not expiring unused. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

Management expects that the Company’s adherence to FASB ASC 740 may result in increased volatility in quarterly and annual effective income tax rates, as FASB ASC 740 requires that any change in judgment or change in measurement of a tax position taken in a prior period be recognized as a discrete event in the period in which it occurs. Factors that could impact management’s judgment include changes in income, tax laws and regulations and tax planning strategies.

Fair Value Measurement. The Company accounts for fair value measurement in accordance with FASB ASC 820. FASB ASC 820 establishes a framework for measuring fair value. FASB ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, emphasizing that fair value is a market-based measurement and not an entity-specific measurement. FASB ASC 820 clarifies the application of fair value measurement in a market that is not active. FASB ASC 820 also includes additional factors for determining whether there has been a

asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, emphasizing that fair value is a market-based measurement and not an entity-specific measurement. FASB ASC 820 clarifies the application of fair value measurement in a market that is not active. FASB ASC 820 also includes additional factors for determining whether there has been a significant decrease in market activity, affirms the objective of fair value when a market is not active, eliminates the presumption that all transactions are not orderly unless proven otherwise, and requires an entity to disclose inputs and valuation techniques, and changes therein, used to measure fair value. FASB ASC 820 addresses the valuation techniques used to measure fair value. These valuation techniques include the market approach, income approach and cost approach. The market approach uses price or relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach involves converting future amounts to a single present amount. The measurement is valued based on current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of the asset.

FASB ASC 820 establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. The three levels within the fair value hierarchy are described as follows:

•	Level 1-	Quoted prices in active markets for identical assets or liabilities.

•	Level 2-	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•	Level 3-	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The Company’s policy is to recognize transfers that occur between the fair value hierarchy, Levels 1, 2 and 3, at the beginning of the quarter of when the transfer occurred.

The Company measures financial assets and liabilities at fair value in accordance with FASB ASC 820. These measurements involve various valuation techniques and models, which involve inputs that are observable, when available, and include the following significant financial instruments: investment securities available for sale and derivative financial instruments. The following is a summary of valuation techniques utilized by the Company for its significant financial assets and liabilities which are measured at fair value on a recurring basis.

Financial Condition

Total assets declined to $2.2217 billion at ~~June~~September 30, 2017 as compared to $2.26 billion at December 31, 2016, mainly due to a decrease in ~~net~~cash ~~loans~~and ~~receivable~~cash asequivalents, ~~well as~~ investment securities., and net loans receivable. Total loans, net of allowance for loan losses, decreased by $2019.29 million, or 1.32%, to $1.57 billion at ~~June~~September 30, 2017, as compared to $1.59 billion at December 31, 2016. Specifically, from December 31, 2016 to ~~June~~September 30, 2017, owner occupied commercial real estate loan growth totaled $1814.87 million and, commercial and industrial loan growth totaled $1530.47 million, while non-owner occupied commercial real estate loans declined by $313.81 million during the same time period. The growth in the owner occupied commercial real estate loan portfolio is consistent with the Company’s strategic focus on lending in this sector. The Company’s commercial and industrial loan portfolio increase during 2017 is primarily due to loan originations in excess of ~~paydowns~~pay downs. The decline in the Company’s non-owner occupied commercial real estate loan origination and refinancing activity during the first ~~six~~nine months of 2017 is due primarily to higher interest rates. Consumer loans fell by $2337.18 million from December 31, 2016 to ~~June~~September 30, 2017 in accordance with the Company’s strategic plan to focus on commercial lending.

Investment securities available-for-sale decreased by $1324.124 million, or 48.42%, from $295.7 million at December 31, 2016 to $~~282~~271.63 million at ~~June~~September 30, 2017 due primarily to ~~asset-backed~~the ~~securities~~sale ~~sales~~of collateralized loan obligations of $1337.5 million, partially offset by a net increase of $11.3 million in mortgage-backed securities. Cash and cash equivalents ~~decreased~~declined by $640.48 million, or ~~4.8~~30%, to $~~127~~93.85 million at ~~June~~September 30, 2017, as compared to $134.2 million at December 31, 2016. This decrease was mainly driven by a $58.9 million reduction in deposits and redemption of $41.2 million of junior subordinated debentures in 2017, partially offset by reductions in investment securities and net loans receivable.

The net deferred tax asset decreased by $2.1 million, or 4.1%, to $49.4 million at June 30, 2017 from $51.6 million at December 31, 2016. The Company maintains a valuation allowance of $73.2 million against the remaining portion of its gross deferred tax asset at June 30, 2017, unchanged from December 31, 2016. Upon consideration of several quantitative and qualitative factors, the Company determined that it was more likely than not that the full deferred tax asset would not be realized as of June 30, 2017. The Company will continue to assess the potential for reversal of the valuation allowance on a quarterly basis.

~~Total~~The ~~liabilities~~net deferred tax asset decreased by $503.8 7 million, or 27.62%, to $147.~~89 billion~~9 million at ~~June~~September 30, 2017, ~~compared~~from to $151.946 ~~billion~~million at December 31, 2016. The ~~decrease~~Company inmaintains ~~total liabilities is primarily attributable to~~ a ~~decrease~~valuation allowance of $3373.12 million inagainst ~~total~~the ~~deposits~~remaining toportion ~~$1.71~~of ~~billion~~its gross deferred tax asset at ~~June~~September 30, 2017, asunchanged ~~compared~~from ~~to $1.74 billion at~~ December 31, 2016,. asUpon ~~well~~consideration ~~as the redemption~~ of ~~$15.5~~several ~~million~~quantitative inand ~~junior~~qualitative ~~subordinated debentures~~factors, ~~which~~the ~~were~~Company ~~redeemed~~determined onthat ~~June~~it ~~30,~~was ~~2017. Deposits~~more ~~declined~~likely ~~primarily~~than asnot athat ~~result~~the offull adeferred ~~reduction~~tax ofasset ~~$28.0~~would ~~million~~not inbe ~~time~~realized ~~deposits~~as atof ~~June~~September 30, 2017,. ~~reflecting~~The inCompany ~~part~~will ~~planned~~continue ~~declines~~to ofassess ~~deposits~~the ~~that~~potential ~~are~~for ~~not~~reversal ~~considered~~of ~~longer~~the ~~term~~valuation ~~customer~~allowance ~~relationship~~on ~~accounts,~~a ~~including~~quarterly ~~wholesale brokered deposits~~basis.

~~The~~Total ~~Company’s~~liabilities ~~allowance~~decreased ~~for~~by ~~loan losses was~~ $14103.9 5 million, or 05.943%, ofto ~~gross~~$1.84 billion ~~loans,~~ at ~~June~~September 30, 2017, ~~and~~compared to $151.594 ~~million,~~billion ~~or 0.97% of gross loans,~~ at December 31, 2016. ~~There~~ ~~was~~The adecrease ~~negative~~in ~~provision~~total ~~for~~liabilities ~~loan~~is ~~loss~~primarily ofattributable ~~$831~~to ~~thousand~~a ~~recorded~~decrease ~~during~~of ~~the~~$58.9 ~~three~~million ~~months~~in ~~ended~~deposits ~~June~~to ~~30, 2017~~$1. ~~The~~68 ~~Company’s~~billion ~~continued~~at ~~focus~~September on30, ~~asset quality~~2017, ~~combined~~as ~~with~~compared ~~continued~~to ~~improvement~~$1.74 inbillion ~~the~~at ~~economy~~December ~~has~~31, ~~resulted~~2016, inas ~~improvement~~well inas the ~~Company’s~~redemption ~~historical~~of ~~loss severity~~$41. ~~The~~2 ~~resulting~~million ~~decrease~~ in ~~the~~junior ~~allowance~~subordinated ~~for~~debentures. Deposits ~~loan~~declined ~~losses~~primarily ~~reflects~~as ~~the~~a ~~impact~~result of ~~the~~a ~~improved~~reduction ~~loss severity, specifically in the consumer portfolio and net recoveries~~ of $~~234~~42.4 ~~thousand~~million ~~during~~in ~~the~~time ~~six~~deposits ~~months~~at ~~ended~~September ~~June~~ 30, 2017~~. Across the commercial and consumer loan portfolios~~, ~~the~~reflecting ~~Company~~declines ~~continues to closely monitor areas~~ of ~~weakness~~deposits ~~and~~that ~~take expedient and appropriate action as necessary to ensure adequate reserves~~ are innot ~~place~~considered tolonger ~~absorb~~term ~~losses~~customer ~~inherent~~relationship inaccounts, ~~these~~including ~~loan~~wholesale ~~portfolio~~brokered deposits.

~~Shareholders~~The Company’s ~~equity~~allowance ~~increased~~for byloan losses was $514.47 million, toor ~~$325~~0.192% ~~million~~of gross loans, at ~~June~~September 30, 2017 asand ~~compared to~~ $~~319~~15.75 million, or 0.97% of gross loans, at December 31, 2016. There ~~primarily~~was ~~due~~a tonegative ~~net~~provision ~~income~~for loan loss of $~~2.9~~831 ~~million~~thousand recorded during the ~~six~~nine months ended ~~June~~September 30, 2017. The ~~and~~Company’s acontinued focus on asset quality, combined with continued improvement in the economy has resulted in improvement in the Company’s historical loss severity. The resulting decrease in ~~treasury~~the ~~stock~~allowance for loan losses reflects the impact of $1the improved loss severity, specifically in the consumer portfolio, during the nine months ended September 30, 2017.3 ~~million~~Across ~~from~~the ~~stock~~commercial ~~issuances~~and ~~pursuant~~consumer toloan portfolios, the Company’s ~~equity~~continues ~~compensation~~to ~~plans~~closely monitor areas of weakness and take expedient and appropriate action as necessary to ensure adequate reserves are in place to absorb losses inherent in the loan portfolio.

~~Table~~Shareholders’ 1equity ~~provides~~increased ~~detail~~by ~~regarding~~$8.9 ~~the~~million ~~Company’s~~to ~~non-performing~~$328.6 ~~assets~~million ~~and TDRs~~ at ~~June~~September 30, 2017 ~~and~~as compared to $319.7 million at December 31, 2016 primarily due to net income of $5.6 million during the nine months ended September 30, 2017 and a decrease in treasury stock of $2.4 million from stock issuances pursuant to the Company’s equity compensation plans.

Table 1 provides detail regarding the Company’s non-performing assets and TDRs at September 30, 2017 and December 31, 2016.

Table 1: Summary of Non-performing Assets and TDRs

	June 30, 2017		December 31, 2016
	September 30, 2017		December 31, 2016
Non-performing assets:
Non-accrual loans held-for-investment	$	2,~~934~~727	$	1,697
Troubled debt restructuring, non-accruing		1,~~501~~481		1,404
Total non-performing assets	$	4,~~435~~208	$	3,101

Total non-performing assets increased by $1.31 million to $4.42 million at ~~June~~September 30, 2017 from $3.1 million at December 31, 2016 mainly due to the increase in non-accrual residential mortgage loans ~~totaling~~of $~~1.3~~845 ~~million~~thousand ~~entering~~from ~~non-accrual~~December ~~status~~31, ~~during~~2016 ~~the~~to ~~six~~September ~~months ended June~~ 30, 2017.

~~Real~~Comparison ~~estate~~of ~~owned,~~Operating ~~net,~~Results ~~was~~for ~~zero at June 30, 2017. The Company did not transfer any balances from loans into real estate owned during~~ the ~~quarter~~Three ~~ended~~Months ~~June~~Ended September 30, 2017. and 2016

~~Comparison~~Overview. The Company’s net income available to shareholders for the three months ended September 30, 2017 was $2.7 million, or $0.14 per diluted share, compared to net income of ~~Operating~~$1.6 ~~Results~~million, or $0.09 per diluted share, for the ~~Three~~corresponding ~~Months~~period ~~Ended~~in ~~June~~2016. The Company’s results in the third quarter of 2017 continue to reflect the benefit of its focus on increasing the commercial loan portfolio and on expense management. During the three months ended September 30, 2017 and September 30, 2016, the Company recorded no provision for loan losses.

Overview. The Company’s net income available to shareholders for the three months ended June 30, 2017 was $1.5 million, or $0.08 per diluted share, compared to net income of $3.0 million, or $0.16 per diluted share, for the corresponding period in 2016. The Company’s results in the second quarter of 2017 continue to reflect the benefit of its focus on increasing the commercial loan portfolio and on expense management. During the three months ended June 30, 2017 and June 30, 2016, the Company recorded a negative provision for loan losses of $831 thousand and $1.7 million, respectively.

Net Interest Income. Net interest income is the most significant component of the Company’s income from operations. Net interest income is the difference between interest earned on total interest-earning assets (primarily loans and investment securities), on a fully taxable equivalent basis, where appropriate, and interest paid on total interest-bearing liabilities (primarily deposits and borrowed funds). Net interest income on a fully taxable equivalent basis represents income on total interest-earning assets that is either tax-exempt or taxed at a reduced rate, adjusted to give effect to the prevailing incremental federal tax rate, and adjusted for nondeductible carrying costs and state income taxes, where applicable. Yield calculations, where appropriate, include these adjustments. Net interest income depends on the volume and interest rate earned on interest-earning assets and the volume and interest rate paid on interest-bearing liabilities.

Net interest income remained steady at $14.9 million for the three months ended June 30, 2017 and 2016.

During the three months ended June 30, 2017 and 2016, the Company’s investment portfolio did not include tax exempt loans or investments. Therefore, no tax equivalent adjustments were required in either period.

~~Interest~~Net interest income increased by $~~753 thousand, or 4~~1.3%, ~~from $17.5~~ million ~~for the three months ended June 30, 2016,~~ to $1816.30 million for the three months ended ~~June~~September 30, 2017~~. Interest income on loans increased by $558 thousand for the three months ended June 30~~, ~~2017 as~~ compared to the three months ended ~~June~~September 30, 2016, ~~due~~ primarily toreflecting anincreased ~~increase~~earnings in interest from commercial loans of $1.1 million from the prior year period due to growth in the Company’s commercial and industrial loan and owner occupied commercial real estate loan portfolios, partially offset by a decrease of $523 thousand in interest income on ~~consumer loans as a result of~~ the ~~continuing planned decline in the~~ Company’s consumer loan portfolio. The average balance of loans receivable increased by $30.9 million, or 2.0% for the three months ended June 30, 2017 as compared to the three months ended June 30, 2016, driven by a $91.1 million increase in the average commercial loan balance, partially offset by a reduction in the average balance of the consumer loan of $60.2 million, or 16.0%. The average yield on loans receivable increased by six basis points from the three months ended June 30, 2016 to the three months ended June 30, 2017 which reflects the increase in the commercial loan portfolio asand ~~well~~decreased ~~as increased market~~ interest ~~rates. Average~~expense ~~investment~~due ~~securities increased by $15.1 million, or 5.1%, for the three months ended June 30, 2017 as compared~~ to the ~~three~~redemptions ~~months ended June 30, 2016, which when combined with the increase in the average yield~~ of ~~three basis points during~~ the ~~same~~junior ~~time~~subordinated ~~period,~~debentures ~~resulted~~ in anJune ~~increase~~and inJuly ~~interest income on investment securities~~ of ~~$108 thousand~~2017.

~~Interest~~During ~~expense increased by $762 thousand for~~ the three months ended ~~June~~September 30, 2017, asand ~~compared to the corresponding period in~~ 2016~~. Interest expense on time deposits increased by $199 thousand for the three months ended June 30~~, ~~2017 as compared to~~ the ~~corresponding~~Company’s ~~period~~investment inportfolio ~~2016,~~did ~~mainly~~not ~~due~~include totax anexempt ~~increase~~loans inor ~~the average balance of time deposits of $16~~investments.2 million and an increase in the average cost of time deposits of 17 basis points during this time period. The increase in the average cost of time deposits reflects an increase in the market interest rates. ~~Additionally~~Therefore, ~~interest~~no ~~expense~~tax onequivalent ~~borrowings~~adjustments increased by $526 thousand for the three months ended June 30, 2017 as compared to the corresponding period in 2016. This is primarily the result of the acceleration of $415 thousand of deferred issuance costs related to the redemption of two tranches of trust preferred securities totaling $41.2 million, which were ~~fully~~required ~~redeemed during June and July of 2017. The impact of this increase was partially offset by a decrease~~ in ~~average~~either ~~borrowings of $781 thousand for the three months ended June 30, 2017 to $184~~period.~~1 million, from $184.9 million for the three months ended June 30, 2016 as the average FHLBNY balance declined by $195 thousand and the average capital lease obligations declined by $416 thousand.~~

~~The~~Interest ~~interest~~income ~~rate~~increased ~~spread~~by ~~and~~$1.2 ~~net~~million, ~~interest~~or ~~margin~~6.8%, from $17.5 million for the three months ended ~~June~~September 30, 2016, to $18.6 million for the three months ended September 30, 2017. ~~were~~Interest ~~2.72%~~income ~~and~~on 2loans increased by $1.~~96%,~~1 ~~respectively~~million for the three months ended September 30, 2017 as compared to ~~2.80%~~the ~~and~~three ~~2.98%~~months ended September 30, ~~respectively~~2016, ~~for~~due primarily to an increase in interest from commercial loans of $1.5 million from the ~~corresponding~~prior year period due to growth in ~~2016.~~the ~~The~~Company’s commercial and industrial loan and owner occupied commercial real estate loan portfolios, partially offset by a decrease inof ~~net~~$424 thousand in interest ~~margin~~income ison ~~due~~consumer ~~primarily~~loans toas a result of the ~~increase~~continuing planned decline in the ~~cost~~Company’s ofconsumer ~~interest-bearing~~loan ~~liabilities~~portfolio. The average balance of 21loans ~~basis~~receivable ~~points~~increased by $8.9 million, or 0.6% for the three months ended September 30, 2017 as compared to the three months ended September 30, 2016, driven by a $66.8 million increase in the average commercial loan balance, partially offset by ana ~~increase~~reduction in the average balance of the consumer loans of $57.9 million, or 16.0%. The average yield on ~~interest-earning~~loans ~~assets~~receivable ofincreased 13by 25 basis points. ~~During~~from the ~~second~~three ~~quarter~~months ended September 30, 2016 to the ~~Bank~~three ~~accelerated~~months ~~$415~~ended ~~thousand~~September of30, ~~deferred~~2017 ~~issuance~~which ~~costs~~reflects ~~related~~the toincrease ~~two~~in ~~tranches~~the ofcommercial ~~trust~~loan ~~preferred~~portfolio as well as increased market interest rates. Average investment securities, ~~totaling~~decreased by $4016.0 7 million, ~~which~~or ~~were~~5.4%, ~~fully~~for ~~redeemed~~the ~~during~~three ~~June~~months ~~and~~ended ~~July~~September of30, 2017. ~~This~~as ~~acceleration~~compared ofto ~~costs~~the ~~reduced~~three ~~net~~months ~~interest~~ended ~~margin~~September by30, ~~nine~~2016, ~~basis~~which ~~points~~when combined with the increase in the ~~second~~average ~~quarter~~yield of ~~2017.~~seven ~~Table~~basis 2points ~~provides~~during ~~detail~~the ~~regarding~~same ~~the~~time ~~Company’s~~period, ~~average~~resulted ~~daily~~in ~~balances~~a ~~with~~decrease ~~corresponding~~in interest income ~~and~~on ~~interest~~investment ~~expense~~securities asof ~~well~~$40 thousand. asIncome ~~yield~~on ~~and~~interest-earning ~~cost~~bank ~~information~~balances increased by $145 thousand for the three months ended ~~June~~September 30, 2017 ~~and~~as compared to the three months ended September 30, 2016., ~~Average~~due ~~balances~~to ~~are~~an ~~derived~~increase ~~from~~of ~~daily~~76 basis points in the average yield on such balances, reflecting an increase in market interest rates.

Interest expense decreased by $139 thousand for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016. Interest expense on interest-bearing deposits increased primarily due to an increase in interest expense on time deposits of $52 thousand for the three months ended September 30, 2017 as compared to the corresponding period in 2016, due to an increase in the average cost of time deposits of 11 basis points during this time period. The increase in the average cost of time deposits reflects an increase in the market interest rates. Additionally, interest expense on borrowings decreased by $240 thousand and average borrowing declined $35.5 million for the three months ended September 30, 2017 as compared to the corresponding period in 2016. This is primarily the result of the redemption of two tranches of trust preferred securities totaling $41.2 million, which were fully redeemed during June and July of 2017. The redemptions reduced the average cost of junior subordinated debentures by $233 thousand during the three months ended September 30, 2017 as compared to the three months ended September 30, 2016.

The interest rate spread and net interest margin for the three months ended September 30, 2017 were 3.05% and 3.25%, respectively, compared to 2.75% and 2.94%, respectively, for the corresponding period in 2016. The increase in net interest margin is due primarily to the increase in the average yield of interest-earning assets of 29 basis points, while the cost of interest-bearing liabilities declined by one basis point to 73 basis points. Table 2 provides detail regarding the Company’s average daily balances with corresponding interest income and interest expense as well as yield and cost information for the three months ended September 30, 2017 and 2016. Average balances are derived from daily balances.

Table 2: Average Balance Sheets

For the Three Months Ended June 30,

For the Three Months Ended September 30,

2017

2016

Average Balance

Income/ Expense

Yield/ Cost

Average Balance

Income/ Expense

Yield/ Cost

Interest-earning assets:

Loans receivable (1), (2)

Commercial

1,~~288~~281,~~517~~970

13,~~221~~732

4.1028

1,~~197~~215,~~368~~135

12,~~141~~230

4.0603

Home equity and other

~~114~~109,~~330~~766

1,~~271~~285

4.4568

~~136~~128,~~330~~078

1,~~431~~354

4.2023

Residential real estate

~~202~~193,~~659~~530

1,~~731~~643

3.4240

~~240~~233,~~884~~277

21,~~094~~998

3.4843

Total loans receivable

1,~~605~~585,~~506~~266

16,~~223~~660

4.0420

1,~~574~~576,~~582~~490

15,~~666~~582

3.9895

Investment securities

~~311~~295,~~935~~502

1,~~781~~694

2.2829

~~296~~312,~~811~~629

1,~~673~~734

2.2522

Interest-earning bank balances

9391,~~305~~205

~~248~~289

1.0627

~~125~~112,~~856~~413

~~159~~144

0.51

Total interest-earning assets

21,~~010~~971,~~746~~973

18,~~252~~643

3.6378

12,~~997~~001,~~249~~532

17,~~498~~460

3.5049

Total non-interest-earning assets

~~221~~218,~~231~~475

~~182~~185,~~151~~950

Total assets

2,~~231~~190,~~977~~448

2,~~179~~187,~~400~~482

Interest-bearing liabilities:

Interest-bearing deposit accounts:

Interest-bearing demand deposit

~~661~~666,~~415~~856

~~402~~409

0.2425

~~700~~678,~~857~~636

~~382~~374

0.22

Savings deposits

~~246~~248,~~895~~700

~~211~~216

0.3435

~~239~~241,~~079~~960

~~192~~202

0.3233

Time deposits

~~389~~369,~~869~~680

1,~~081~~033

1.1112

~~373~~386,~~716~~802

~~882~~981

01.9401

Total interest-bearing deposit accounts

1,~~298~~285,~~179~~236

1,~~694~~658

0.52

1,~~313~~307,~~652~~398

1,~~456~~557

0.4448

Long-term borrowings:

FHLBNY Advances

85,~~334~~283

~~430~~432

2.0203

85,~~529~~514

~~429~~434

2.0103

Obligations under capital lease

6,~~127~~019

105

6.8598

6,~~543~~441

~~112~~110

6.8583

Junior subordinated debentures

9257,~~616~~992

~~1,161~~413

52.0185

92,786

~~629~~646

2.7178

Total borrowings

~~184~~149,~~077~~294

~~1,696~~950

32.6955

184,~~858~~741

1,~~170~~190

2.5358

Total interest-bearing liabilities

1,~~482~~434,~~256~~530

32,~~390~~608

0.9173

1,~~498~~492,~~510~~139

2,~~626~~747

0.7074

Non-interest-bearing liabilities:

Non-interest-bearing demand deposits

~~409~~414,~~694~~256

~~393~~402,~~922~~465

Other liabilities

1412,~~108~~625

2425,~~451~~947

Total non-interest-bearing liabilities

~~423~~426,~~802~~881

~~418~~428,~~373~~412

Total liabilities

1,~~906~~861,~~058~~411

1,~~916~~920,~~883~~551

Shareholders' equity

~~325~~329,~~919~~037

~~262~~266,~~517~~931

Total liabilities and shareholders' equity

2,~~231~~190,~~977~~448

2,~~179~~187,~~400~~482

Net interest income

1416,~~862~~035

14,~~872~~713

Interest rate spread (3)

23.7205

2.8075

Net interest margin (4)

23.9625

2.9894

Ratio of average interest-earning assets to average interest-bearing liabilities

~~136~~137

~~133~~134

(1)	Average balances include non-accrual loans.

(2)	Loan fees are included in interest income and the amount is not material for this analysis.

(3)	Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(4)	Net interest margin represents net interest income as percentage of average interest-earning assets.

Table 3: Rate/Volume⁽¹⁾

	For the Three Months Ended June 30, 2017 vs. 2016
	For the Three Months Ended September 30, 2017 vs. 2016
	Increase (Decrease) Due To
	Volume			Rate			Net
Interest income:
Loans receivable:
Commercial	$	~~945~~757		$	~~135~~745		$	1,~~080~~502
Home equity and other		(~~240~~210	)		80141			(~~160~~69	)
Residential real estate		(~~326~~308	)		(3747	)		(~~363~~355	)
Total loans receivable		~~379~~239			~~178~~839			~~557~~1,078
Investment securities		83(78	)		2538			~~108~~(40	)
Interest-earning deposits with banks		(5032	)		~~139~~177			89145
Total interest-earning assets		~~412~~129			~~342~~1,054			~~754~~1,183
Interest expense:
Interest-bearing deposit accounts:
Interest-bearing demand deposits		(218	)		4143			2035
Savings deposits		64			1310			1914
Time deposits		39(47	)		~~160~~99			~~199~~52
Total interest-bearing deposit accounts		24(51	)		~~214~~152			~~238~~101
Long-term borrowings:
FHLBNY advances		(12	)		1—			—(2	)
Obligations under capital lease		(7	)		—2			(75	)
Junior subordinated debentures		(1249	)		~~534~~16			~~533~~(233	)
Total borrowings		(9258	)		~~535~~18			~~526~~(240	)
Total interest-bearing liabilities		15(309	)		~~749~~170			~~764~~(139	)
Net change in net interest income	$	~~397~~438		$	~~(407~~884	)	$	~~(10~~1,322	)

(1)

For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in average volume multiplied the prior period rate) and (ii) changes in rate (changes in rate multiplied by the prior period average volume). The combined effect of changes in both volume and rate has been allocated to volume or rate changes in proportion to the absolute dollar amounts of the change in each.

Provision for Loan Losses. The Company recorded ano ~~negative~~ provision for loan losses during the three months ended ~~June~~September 30, 2017 and 2016 ~~of $831 thousand and $1.7 million~~, respectively, reflecting athe ~~reduction~~continued inimprovement ~~historical~~of ~~loss factors in~~ the ~~consumer~~risk ~~loan~~profile ~~portfolio, loan paydowns and net recoveries~~ of ~~$59~~the ~~thousand~~Company’s ~~during~~loan ~~that period~~portfolio. The ratio of allowance for loan losses to gross loans held-for-investment was 0.9492% at ~~June~~September 30, 2017, as compared to 1.0201% at ~~June~~September 30, 2016. Net ~~recoveries~~charge-offs for the three months ended ~~June~~September 30, 2017 were $59250 thousand as compared to net charge-offs of $~~378~~65 thousand during the three months ended ~~June~~September 30, 2016. See “Financial Condition” above.

The provision recorded is the amount deemed appropriate by management based on the current risk profile of the portfolio to absorb losses existing at the balance sheet date. At least monthly, management performs an analysis to identify the inherent risk of loss in the Company’s loan portfolio. This analysis includes a qualitative evaluation of concentrations of credit, past loss experience, current economic conditions, amount and composition of the loan portfolio (including loans being specifically monitored by management), estimated fair value of underlying collateral, delinquencies, and other factors. Additionally, management updates the migration analysis and historic loss and recovery experience on a quarterly basis. As the charge-off levels continue to decline, the loss severity in the Company’s allowance for loan losses calculation has declined accordingly, thereby resulting in provision reductions.

Non-Interest Income. Non-interest income decreased by $~~774~~307 thousand to $32.08 million for the three months ended ~~June~~September 30, 2017 as compared to $3.81 million for the three months ended ~~June~~September 30, 2016. This decrease was primarily attributable to a ~~$387~~decrease ~~thousand gain on the sale~~ of ~~Class~~$212 Bthousand ~~Visa~~in ~~stock~~investments ~~recorded~~products ~~during~~income ~~the~~and ~~three months ended June 30, 2016 in addition to~~ a $~~251~~190 thousand ~~decrease~~decline in deposit service charges and fees ~~and a $211 thousand reduction in investments products income~~ from the prior year period, both due to reduced transaction volume.

Non-Interest Expense. Non-interest expense decreased by $~~777~~1.4 ~~thousand~~million to $1614.35 million for the three months ended ~~June~~September 30, 2017 as compared to $1715.19 million for the three months ended ~~June~~September 30, 2016. This decrease was primarily due to decreases in ~~salaries~~other ~~and~~expense ~~employee~~of ~~benefits~~$781 thousand, equipment expense of $~~367~~233 thousand, occupancy expense of $132 thousand and data processing expense of $~~164~~124 thousand during the three months ended September 30, ~~insurance~~2017 as compared to the prior year period. Additionally, advertising expense ofdeclined by $~~148~~106, thousand, ~~advertising~~and professional fees decreased $105 thousand during the three months ended

~~expense~~September ~~of $47 thousand and problem loan expense of $117 thousand during the three months ended June~~ 30, 2017. This ~~In addition, there~~ was apartially ~~decrease~~offset ofby ~~$695~~an ~~thousand~~increase in ~~other~~salaries ~~expenses~~and ~~primarily~~employee ~~related~~benefits ~~to recourse reserves~~ of $~~254~~172 thousand,. The adecrease ~~litigation~~in ~~accrual~~other ofexpenses ~~$103~~primarily ~~thousand~~related ~~and~~to aSBA ~~sales~~loan ~~and~~recourse ~~use~~reserve ~~tax~~reductions ~~accrual~~ of $~~150~~588 thousand ~~recorded~~ during the three months ended ~~June~~September 30, ~~2016~~2017. ~~These~~The ~~decreases~~decline ~~were partially offset by increases~~ in ~~occupancy~~data ~~expenses~~processing ofexpense ~~$108~~is ~~thousand,~~due ~~equipment~~to ~~expenses~~efforts ofto ~~$74~~rationalize ~~thousand~~ and ~~professional~~restructure ~~fees~~the ofCompany’s ~~$580~~computing ~~thousand,~~infrastructure. ~~which~~Equipment ~~includes~~expenses, ~~$400~~occupancy ~~thousand~~expenses ofand ~~Merger~~professional ~~related~~fees ~~expenses~~declined ~~recorded~~from in the ~~second~~prior ~~quarter~~year ofdue ~~2017. The~~to ~~decrease~~continued inoperating ~~insurance~~efficiency ~~expense was mainly a result of lower rates on deposit insurance premiums~~improvements. The ~~decline~~increase in salaries and employee benefits is attributed to aan ~~reduction~~increase in ~~workforce,~~incentive ~~while~~accruals during the ~~decline~~three inmonths ~~data~~ended ~~processing~~September ~~expense~~30, ~~is due to efforts to rationalize and restructure the Company’s computing infrastructure~~2017.

Income Tax Expense. Income tax expense increased by $~~651~~1.3 ~~thousand~~million to $~~950~~1.6 ~~thousand~~million for the three months ended ~~June~~September 30, 2017 from $~~299~~287 thousand for the three months ended ~~June~~September 30, 2016. The increase in income tax expense from the prior year is due to the partial reversal of the Company’s deferred tax asset valuation allowance at December 31, 2016. As a result, the Company began recording income tax expense on its earnings in the first quarter 2017. The deferred tax asset balance and the related valuation allowance will decrease as the Company generates net income. In addition, during the three months ended ~~June~~September 30, 2017, the Company had $156 thousand of non-deductible expenses related to the Merger. The income tax expense in the ~~second~~third quarter of 2016 relates primarily to the tax amortization of the Company’s indefinite-lived intangible assets that is not available to offset existing deferred tax assets which was first recorded in the first quarter of 2013. This tax amortization was ended in 2016 upon the recording of the valuation allowance reversal.

The Company assesses the need for a valuation allowance against its deferred tax asset each quarter through the review of all available positive and negative evidence. If the Company continues to generate positive pre-tax net income, it is reasonably possible that it will release a portion of its valuation allowance in the next twelve months. A reduction of the valuation allowance, in whole or in part, would result in a non-cash income tax benefit during the period of reduction. The Company performs an analysis to determine the amount and timing of the valuation allowance release which is highly dependent upon historical and future projected earnings, among other factors. The potential timing and amount of any future valuation allowance release has yet to be determined. Any such adjustment could have a material impact on the Company’s financial position and results of operations.

Comparison of Operating Results for the ~~Six~~Nine Months Ended ~~June~~September 30, 2017 and 2016

Overview. The Company’s net income available to shareholders for the ~~six~~nine months ended ~~June~~September 30, 2017 was $25.96 million, or $0.1529 per diluted share, compared to net income of $35.84 million, or $0.2029 per diluted share, for the corresponding period in 2016. The Company’s results in the first ~~six~~nine months of 2017 continue to reflect the benefit of its focus on increasing the commercial loan portfolio and on expense management. During the ~~six~~nine months ended ~~June~~September 30, 2017 and ~~June~~September 30, 2016, the Company recorded a negative provision for loan losses of $831 thousand and $1.7 million, respectively.

Net Interest Income. Net interest income increased by $~~276~~1.6 ~~thousand~~million to $2945.67 million for the ~~six~~nine months ended ~~June~~September 30, 2017, from $2944.41 million for the ~~six~~nine months ended ~~June~~September 30, 2016. The increase in net interest income is primarily due to the overall increase in the Company’s average balance sheet, particularly in the average balance of the Company’s commercial loan portfolio. ~~and~~The ~~the~~net ~~average~~interest ~~balance~~margin ofincreased ~~investment~~by ~~securities~~10 basis points, ~~while~~to 3.04% for the ~~net~~nine ~~interest~~months ~~margin~~ended ~~remained~~September ~~relatively~~30, ~~consistent~~2017, from 2.94% for the nine months ended September 30, 206. During the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016, the Company’s investment portfolio did not include tax exempt loans or investments. Therefore, no tax equivalent adjustments were required in either period.

Interest income increased by $12.57 million, or 45.42%, from $3451.49 million for the ~~six~~nine months ended ~~June~~September 30, 2016, to $3554.96 million for the ~~six~~nine months ended ~~June~~September 30, 2017. Interest income on loans increased by $1.2.3 million for the ~~six~~nine months ended ~~June~~September 30, 2017 as compared to the ~~six~~nine months ended ~~June~~September 30, 2016, due primarily to an increase in interest on commercial loans of $2.3.8 million due to growth in the Company’s commercial and industrial loan and owner occupied commercial real estate portfolios, partially offset by a decrease of $1.15 million in interest income on consumer loans as a result of the continuing ~~planned~~ decline in the Company’s consumer loan portfolio. The average balance of loans receivable increased by $3929.95 million, or 21.688% for the ~~six~~nine months ended ~~June~~September 30, 2017 compared to the ~~six~~nine months ended ~~June~~September 30, 2016, driven by a $~~100~~89.94 million increase in the average commercial loan balance, partially offset by a reduction in the average balance of the consumer loan portfolio of $6160.0 million, or 1516.90%. The average yield on loans receivable increased ~~five~~12 basis points from the ~~six~~nine months ended ~~June~~September 30, 2016 to the ~~six~~nine months ended ~~June~~September 30, 2017, which reflects the increase in the commercial loan portfolio as well as increased market interest rates. Average investment securities increased by $143.17 million, or 41.82%, for the ~~six~~nine months ended ~~June~~September 30, 2017 as compared to the ~~six~~nine months ended ~~June~~September 30, 2016, which when combined with the increase in the average yield of ~~two~~four basis points during the same time period, resulted in an increase in interest income on investment securities of $~~198~~158 thousand.

Interest expense increased by $1.21 million for the ~~six~~nine months ended ~~June~~September 30, 2017 as compared to the corresponding period in 2016. Interest expense on time deposits increased by $~~531~~583 thousand for the ~~six~~nine months ended ~~June~~September 30, 2017 as compared to the ~~corresponding~~nine ~~period~~months inended September 30, 2016, mainly due to an increase in the average balance of time deposits of $3518.80 million and an increase in the average cost of time deposits of 16 basis points during this period resulting from an increase in market

~~average cost of time deposits of 19 basis points during this period due to an increase in market~~ interest rates. Additionally, interest expense on borrowings increased by $~~607~~367 thousand for the ~~six~~nine months ended ~~June~~September 30, 2017, as compared to the ~~corresponding~~nine ~~period~~months inended September 30, 2016. This is primarily the result of the acceleration of $415 thousand of deferred issuance costs related to the redemption of two tranches of trust preferred securities totaling $40.0 million, which were fully redeemed during June and July of 2017. The impact of this increase was partially offset by a decrease in average borrowings of $~~691~~12.4 ~~thousand~~million for the ~~six~~nine months ended ~~June~~September 30, 2017 to $~~184~~172.25 million, from $~~185~~184.09 million for the ~~six~~nine months ended ~~June~~September 30, 2016 as in the average ~~FHLBNY~~junior ~~balance~~subordinated ofdebentures ~~$194~~balance ~~thousand and the average capital lease obligations~~ declined by $~~412~~11.8 ~~thousand~~million.

The interest rate spread and net interest margin for the ~~six~~nine months ended ~~June~~September 30, 2017 were 2.7282% and 23.9404%, respectively, compared to 2.7776% and 2.94%, respectively, for the ~~corresponding~~nine ~~period~~months inended September 30, 2016. Table 2 provides detail regarding the Company’s average daily balances with corresponding interest income and interest expense as well as yield and cost information for the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016. ~~Average balances are derived from daily balances.~~

Table 4: Average Balance Sheets

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

2017

2016

Average Balance

Income/ Expense

Yield/ Cost

Average Balance

Income/ Expense

Yield/ Cost

Interest-earning assets:

Loans receivable (1), (2)

Commercial

1,~~279~~280,~~580~~385

2539,~~838~~570

4.0411

1,~~178~~190,~~645~~942

2335,~~570~~800

4.00

Home equity and other

~~116~~113,~~136~~989

23,~~529~~814

4.3645

~~139~~135,~~074~~368

24,~~928~~282

4.21

Residential real estate

~~206~~201,~~061~~838

35,~~530~~173

3.4341

~~244~~240,~~168~~498

46,~~199~~197

3.4443

Total loans receivable

1,~~601~~596,~~777~~212

3148,~~897~~557

34.9805

1,~~561~~566,~~887~~808

3046,~~697~~279

3.93

Investment securities

~~310~~305,~~108~~186

35,~~588~~282

2.3130

~~295~~301,~~963~~579

35,~~390~~124

2.2926

Interest-earning bank balances

~~101~~97,~~064~~741

~~462~~751

01.9102

~~136~~128,~~965~~691

~~345~~489

0.5051

Total interest-earning assets

21,~~012~~999,~~949~~139

3554,~~947~~590

3.5763

1,~~994~~997,~~815~~078

3451,~~432~~892

3.4546

Total non-interest-earning assets

~~223~~221,~~409~~746

~~182~~183,~~792~~856

Total assets

2,~~236~~220,~~358~~885

2,~~177~~180,~~607~~934

Interest-bearing liabilities:

Interest-bearing deposit accounts:

Interest-bearing demand deposit

~~664~~665,~~268~~140

~~791~~1,200

0.24

~~706~~696,~~214~~920

~~741~~1,115

0.21

Savings deposits

~~243~~245,~~669~~364

~~412~~628

0.34

~~234~~236,~~102~~750

~~361~~563

0.3132

Time deposits

~~398~~388,~~556~~825

23,~~177~~210

1.0910

~~362~~370,~~744~~851

12,~~646~~627

0.9194

Total interest-bearing deposit accounts

1,~~306~~299,~~493~~329

35,~~380~~038

0.52

1,~~303~~304,~~060~~521

24,~~748~~305

0.4244

Long-term borrowings:

FHLBNY Advances

85,~~359~~333

~~853~~1,285

2.00

85,~~553~~540

~~860~~1,294

2.01

Obligations under capital lease

6,~~180~~125

~~212~~317

6.8688

6,~~592~~541

~~226~~336

6.8683

Junior subordinated debentures

9281,~~701~~004

12,~~868~~281

43.0375

92,786

1,~~240~~886

2.6770

Total borrowings

~~184~~172,~~240~~462

23,~~933~~883

32.1899

184,~~931~~867

23,~~326~~516

2.5253

Total interest-bearing liabilities

1,~~490~~471,~~733~~791

68,~~313~~921

0.8581

1,~~487~~489,~~991~~388

57,~~074~~821

0.6870

Non-interest-bearing liabilities:

Non-interest-bearing demand deposits

~~406~~409,~~340~~008

~~405~~404,~~630~~563

Other liabilities

1413,~~689~~993

2324,~~042~~021

Total non-interest-bearing liabilities

~~421~~423,~~029~~001

428,~~672~~584

Total liabilities

1,~~911~~894,~~762~~792

1,~~916~~917,~~663~~972

Shareholders' equity

~~324~~326,~~596~~093

~~260~~262,~~944~~962

Total liabilities and shareholders' equity

2,~~236~~220,~~358~~885

2,~~177~~180,~~607~~934

Net interest income

2945,~~634~~669

2944,~~358~~071

Interest rate spread (3)

2.7282

2.7776

Net interest margin (4)

23.9404

2.94

Ratio of average interest-earning assets to average interest-bearing liabilities

~~135~~136

134

(1)	Average balances include non-accrual loans.

(2)	Loan fees are included in interest income and the amount is not material for this analysis.

(3)	Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(4)	Net interest margin represents net interest income as percentage of average interest-earning assets.

Table 3: Rate/Volume⁽¹⁾

For the Six Months Ended June 30, 2017 vs. 2016

For the Nine Months Ended September 30, 2017 vs. 2016

Increase (Decrease) Due To

Volume

Rate

Net

Interest income:

Loans receivable:

Commercial

2,~~039~~760

~~229~~1,010

23,~~268~~770

Home equity and other

(~~495~~464

)

96(4

)

(~~399~~468

)

Residential real estate

(~~652~~988

)

(1736

)

(~~669~~1,024

)

Total loans receivable

~~892~~1,308

~~308~~970

12,~~200~~278

Investment securities

~~162~~64

3694

~~198~~158

Interest-earning deposits with banks

(~~107~~13

)

~~224~~275

~~117~~262

Total interest-earning assets

~~947~~1,359

~~568~~1,339

12,~~515~~698

Interest expense:

Interest-bearing deposit accounts:

Interest-bearing demand deposits

(455

)

9590

5085

Savings deposits

1624

3541

5165

Time deposits

~~175~~129

~~356~~454

~~531~~583

Total interest-bearing deposit accounts

~~146~~148

~~486~~585

~~632~~733

Long-term borrowings:

FHLBNY advances

(23

)

(56

)

(79

)

Obligations under capital lease

(1419

)

—

(1419

)

Junior subordinated debentures

(123

)

~~629~~418

~~628~~395

Total borrowings

(1745

)

~~624~~412

~~607~~367

Total interest-bearing liabilities

~~129~~103

~~1,110~~997

1,~~239~~100

Net change in net interest income

~~818~~1,256

~~(542~~342

)

~~276~~1,598

(1)

Provision for Loan Losses. The Company recorded a negative provision for loan losses during the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016 of $831 thousand and $1.7 million, respectively, reflecting a reduction in the historical loss factors in the consumer loan portfolio, loan ~~paydowns~~pay downs during that period and ~~net~~the ~~recoveries~~continued improvement of ~~$234~~the ~~thousand~~risk ~~during~~profile ~~that~~of ~~period~~the Company’s loan portfolio. The ratio of allowance for loan losses to gross loans held-for-investment was 0.9492% at ~~June~~September 30, 2017, as compared to 1.0201% at ~~June~~September 30, 2016. Net ~~recoveries~~charge offs for the ~~six~~nine months ended ~~June~~September 30, 2017 were $~~234~~16 thousand as compared to net charge-offs of $~~435~~499 thousand during the ~~six~~nine months ended ~~June~~September 30, 2016. See “Financial Condition” above.

The negative provision recorded is the amount deemed appropriate by management based on the current risk profile of the portfolio to absorb losses existing at the balance sheet date. At least monthly, management performs an analysis to identify the inherent risk of loss in the Company’s loan portfolio. This analysis includes a qualitative evaluation of concentrations of credit, past loss experience, current economic conditions, amount and composition of the loan portfolio (including loans being specifically monitored by management), estimated fair value of underlying collateral, delinquencies, and other factors. Additionally, management updates the migration analysis and historic loss and recovery experience on a quarterly basis. As the charge-off levels continue to decline, the loss severity in the Company’s allowance for loan losses calculation has declined accordingly, thereby resulting in no provision reductions.

Non-Interest Income. Non-interest income decreased by $~~505~~812 thousand to $69.43 million for the ~~six~~nine months ended ~~June~~September 30, 2017 as compared to $610.91 million for the ~~six~~nine months ended ~~June~~September 30, 2016. This decrease was primarily attributable to a $387 thousand gain on the sale of Class B Visa shares recorded during the ~~six~~nine months ended ~~June~~September 30, 2016. In addition, there was a $~~429~~618 thousand decrease in deposit service charges and fees and a $~~303~~514 thousand reduction in ~~investments~~investment products income, both due to reduced transaction volume, partially offset by $576 thousand of loan related fees for two relationships recorded during the ~~six~~nine months ended ~~June~~September 30, 2017.

Non-Interest Expense. Non-interest expense decreased by $1.2 million to $32.4 million for the six months ended June 30, 2017 as compared to $33.6 million for the six months ended June 30, 2016. This decrease was primarily due to decreases in insurance

Non-Interest Expense. Non-interest expense decreased by $2.7 million to $46.9 million for the nine months ended September 30, 2017 as compared to $49.5 million for the nine months ended September 30, 2016. This decrease was primarily due to decreases in other expense of $~~541~~1.4 million, insurance expense of $604 thousand, salaries and employee benefits of $~~548~~376 thousand, and data processing expense of $~~333~~456 thousand, partially offset by ~~increases~~an increase in ~~equipment~~professional fees of $539 thousand. The decrease in other expense was mainly driven by reductions in SBA loan recourse reserves of $~~140~~816 thousand compared to the nine months ended September 30, 2016 as well as a prior period sales and ~~occupancy~~use ~~expense~~tax and litigation liabilities of $~~120~~150 thousand~~. The~~ and $100 thousand, respectively, while the decrease in insurance expense was mainly a result of lower rates on deposit insurance premiums. The decline in salaries and employee benefits is attributed to a reduction in workforce, while the decline in data processing expense is due to efforts to rationalize and restructure the Company’s computing infrastructure. The increase in professional fees is related to merger related expenses recorded during 2017.

Income Tax Expense. Income tax expense increased by $12.14 million to $13.73 million for the ~~six~~nine months ended ~~June~~September 30, 2017 from $~~598~~885 thousand for the ~~six~~nine months ended ~~June~~September 30, 2016. The increase in income tax expense from the prior year is due to the partial reversal of the Company’s deferred tax asset valuation allowance at December 31, 2016. As a result, the Company began recording income tax expense on its earnings in 2017. The deferred tax asset balance and the related valuation allowance will decrease as the Company generates net income. In addition, during the ~~six~~nine months ended ~~June~~September 30, 2017, the Company had $556 thousand of non-deductible expenses related to the Merger. The income tax expense during the ~~six~~nine months ended 2016 relates primarily to the tax amortization of the Company’s indefinite-lived intangible assets that is not available to offset existing deferred tax assets which was first recorded in the first quarter of 2013. This tax amortization was ended in 2016 upon the recording of the valuation allowance reversal.

Liquidity and Capital Resources

The liquidity of the Company is the ability to maintain cash flows that are adequate to fund operations and meet its other obligations on a timely and cost-effective basis in various market conditions. The ability of the Company to meet its current financial obligations is a function of balance sheet structure, the ability to liquidate assets and the availability of alternative sources of funds. To meet the needs of the clients and manage the risk of the Company, the Company engages in liquidity planning and management.

The major source of the Company’s funding on a consolidated basis is deposits, which management believes will be sufficient to meet the Company’s daily and long-term operating liquidity needs. The ability of the Company to retain and attract new deposits is dependent upon the variety and effectiveness of its customer account products, customer service and convenience, and rates paid to customers. The Company also obtains funds from the repayment and maturities of loans, loan sales or participations and maturities or calls of investment securities. Additional liquidity can be obtained in a variety of wholesale funding sources as well, including, but not limited to, federal funds purchased, FHLBNY advances, securities sold under agreements to repurchase, and other securities and unsecured borrowings. Through the Bank, the Company also purchases brokered deposits for funding purposes. In a continued effort to balance deposit growth and net interest margin, especially in the current interest rate environment and with competitive local deposit pricing, the Company continually evaluates these other funding sources for funding cost efficiencies.

Total deposits decreased by $3335.1 million to $1.7168 billion at ~~June~~September 30, 2017, as compared to $1.7472 billion at ~~June~~September 30, 2016. This reduction reflects ~~the~~reductions ~~prior~~in ~~year~~brokered ~~impact~~and ofsubscription ~~the~~deposits ~~repricing~~since ofthe ~~certain~~prior ~~non-relationship retail deposits~~year. The Company has secured borrowing capacity with the Federal Reserve Bank of approximately $9591.54 million, of which none was utilized as of ~~June~~September 30, 2017, and the FHLBNY of approximately $~~163~~154.81 million, of which $85.3 million was utilized as of ~~June~~September 30, 2017. In addition to secured borrowings, the Company also has unsecured borrowing capacity through lines of credit with other financial institutions of $15.0 million, of which none were utilized as of ~~June~~September 30, 2017. Management continues to monitor the Company’s liquidity and has taken measures to increase its borrowing capacity by providing additional collateral through the pledging of loans. As of ~~June~~September 30, 2017, the Company had a par value of $~~196~~192.13 million and $~~109~~102.03 million in loans and securities, respectively, pledged as collateral on secured borrowings.

The Company’s primary uses of funds are loan originations, securities purchases, the funding of the Company’s maturing certificates of deposit, deposit withdrawals, the repayment of borrowings and general operating expenses. Certificates of deposit scheduled to mature during the twelve months ending ~~June~~September 30, 2018 total $~~249~~259.04 million, or approximately 6671.16% of total certificates of deposit. The Company continues to operate with a core deposit relationship strategy that values a long-term stable customer relationship. This strategy employs a pricing strategy that rewards customers that establish core accounts and maintain a certain minimum threshold account balance. Based on market conditions and other liquidity considerations, the Company may also avail itself to the secondary borrowings discussed above.

~~Cash~~certificates ~~inflows from lending activities totaled $21.2 million for the six months ended June 30, 2017, compared to cash outflows~~ of ~~$16~~deposit.6 ~~million~~The ~~for~~Company ~~the~~continues ~~six months ended June 30, 2016 due primarily~~ to ~~repayment~~operate ~~activity~~with ~~outpacing~~a ~~our~~core ~~originations.~~deposit ~~Loan~~relationship ~~originations~~strategy ~~declined~~that ~~during~~values ~~the~~a ~~six month period compared to the prior year period, particularly with respect to non~~long-~~owner~~term ~~occupied~~stable ~~real~~customer ~~estate~~relationship. In ~~addition,~~This ~~the~~strategy ~~consumer~~employs ~~loan~~a ~~portfolio~~pricing ~~declined~~strategy bythat ~~$12.0~~rewards ~~million~~customers ~~during~~that ~~the~~establish ~~six~~core ~~months~~accounts ~~ending~~and ~~June~~maintain ~~30,~~a ~~2017,~~certain ~~due~~minimum tothreshold ~~the~~account ~~Bank no longer originating consumer loans~~balance. We ~~also~~Based ~~experienced~~on ~~cash~~market ~~outflows~~conditions ~~from~~and ~~the~~other ~~net~~liquidity ~~decline in deposits during the six months ended June 30~~considerations, ~~2017 and~~ the ~~redemption~~Company ofmay ~~$15.5~~also ~~million~~avail ofitself ~~junior~~to ~~subordinated debentures at June 30, 2017. The cash inflows from our lending activities combined with cash on hand funded~~ the ~~deposit~~secondary ~~outflows~~borrowings ~~and~~discussed ~~the redemption~~above.

~~During~~Cash inflows from lending activities totaled $20.9 million for the ~~six~~nine months ended ~~June~~September 30, 2017, ~~investment~~compared ~~purchases~~to ~~totaled~~cash outflows of $4420.40 million for the nine months ended September 30, ~~proceeds~~2016 ~~from~~due ~~pay~~primarily ~~downs~~to ~~were~~repayment activity outpacing the Company’s originations. Loan originations declined during the nine month period compared to the prior year period, particularly with respect to non-owner occupied real estate. In addition, the consumer loan portfolio declined by $4437.7 million ~~and~~during ~~proceeds~~the nine months ending September 30, 2017, due to the Bank no longer originating consumer loans. We also experienced cash outflows from ~~sales~~the ofnet ~~available-for-sale~~decline ~~securities~~in ~~were~~deposits during the nine months ended September 30, 2017 and the redemption of $1341.72 million of junior subordinated debentures during the nine months ended September 30, 2017. The cash inflows from our lending activities combined with cash on hand funded the deposit outflows and the redemption.

~~The~~During ~~Company anticipates that deposits, cash and cash equivalents on hand,~~ the ~~cash~~nine ~~flow~~months ~~from~~ended ~~assets,~~September ~~as well as other sources of funds will provide adequate liquidity for the Company’s future operating, investing and financing needs. At June~~ 30, 2017, ~~the~~investment ~~Company~~purchases ~~had~~totaled $~~105~~102.53 million, ofproceeds ~~cash~~from ~~held~~pay atdowns ~~the~~were ~~FRB, as compared to~~ $~~114~~59.62 million atand ~~December~~proceeds ~~31,~~from ~~2016.~~sales ~~The~~of ~~reduction~~available-for-sale insecurities ~~excess~~were ~~liquidity~~$67.5 ~~reflects the Company’s efforts to strategically deploy its excess liquidity, which the Company expects to continue throughout the remainder of 2017~~million.

The Company anticipates that deposits, cash and cash equivalents on hand, the cash flow from assets, as well as other sources of funds will provide adequate liquidity for the Company’s future operating, investing and financing needs. At September 30, 2017, the Company had $73.3 million of cash held at the FRB, as compared to $114.6 million at December 31, 2016. The reduction in excess liquidity reflects the Company’s efforts to strategically deploy its excess liquidity, which the Company expects to continue throughout the remainder of 2017.

Capital Regulations

Under applicable regulatory requirements, the Company and the Bank are required to maintain (1) a minimum common equity Tier 1 ratio of 4.5% of risk-weighted assets; (2) a minimum capital ratio of 6.0% of risk-weighted assets; (3) a minimum total capital ratio of 8.0% of risk-weighted assets; and (4) a minimum Tier 1 leverage capital ratio of 4.0%.

The applicable capital regulations further require that certain items be deducted from the common equity Tier 1 capital, including (1) goodwill and other intangible assets, other than mortgage servicing rights, net of deferred tax liabilities (“DTLs”): (2) deferred tax assets that arise from operating losses and tax credit carryforwards, net of valuation allowances and DTLs: (3) after-tax gain-on-dale associated with a securitization exposure: and (4) defined benefit pension fund assets held by a depository institution holding company, net of DTLs. In addition, banking organizations must deduct from common equity Tier 1 capital, the amount of certain assets, including mortgage servicing assets that exceed certain thresholds. The applicable capital regulations also allow all but the largest banking organizations to make a one-time election not to recognize unrealized gains and losses on available-for-sale debt securities in regulatory capital, as under prior capital rules.

Furthermore, the Company and the Bank are required to maintain a minimum common equity Tier 1 capital conservation buffer (the “Conservation Buffer”), to be applied to the common equity Tier 1 capital ratio, the Tier 1 capital ratio and the total capital ratio. The required minimum Conservation Buffer is being phased in incrementally between 2016 and 2019. If a bank’s or bank holding company’s Conservation Buffer is less than the required minimum and its net income for the four calendar quarters preceding the applicable calendar quarter, net of any capital distributions and associated tax effects not already reflected in net income (“Eligible Retained Income”), is negative, it would be prohibited from making capital distributions or certain discretionary cash bonus payments to executive officers. As a result, under the applicable capital regulations, should the Company fail to maintain the Conservation Buffer, it would be subject to limits on, and in the event the Company has negative Eligible Retained Income for any four consecutive calendar quarters, the Company would be prohibited in, its ability to obtain capital distributions from the Bank.

The required minimum Conservation Buffer, which is being phased in incrementally, is currently 1.25% and will increase to 1.875% on January 1, 2018 and 2.5% on January 1, 2019.

The chart below sets forth the regulatory capital requirements, including the Conservation Buffer, during the applicable transition period:


	January 1, 2017			January 1, 2018			January 1, 2019
Tier 1 common equity risk-based capital ratio		5.75	%		6.375	%		7.0	%
Tier 1 risk-based capital ratio		7.25	%		7.875	%		8.5	%
Total risk-based capital ratio		9.25	%		9.875	%		10.5	%

Pursuant to the applicable capital regulations, to be deemed “well capitalized” under the “Prompt Corrective Action” regulations of FDICIA, a national bank must maintain a Total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a common equity Tier 1 risk-based capital ratio of 6.5% or greater and a Tier 1 leverage capital ratio of 5.0% or greater and not be subject to any order or directive by the OCC to meet a specific capital level.

60The following table provides both the Company’s and the Bank’s regulatory capital ratios as of September 30, 2017:

or greater, a common equity Tier 1 risk-based capital ratio of 6.5% or greater and a Tier 1 leverage capital ratio of 5.0% or greater and not be subject to any order or directive by the OCC to meet a specific capital level.

The following table provides both the Company’s and the Bank’s regulatory capital ratios as of June 30, 2017:

Table 4: Regulatory Capital Levels

Actual

For Capital Adequacy Purposes

Minimum Capital Requirement with Conservation Buffer(1)

To Be Well Capitalized Under Prompt Corrective Action Provision(2)

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

June 30, 2017

September 30, 2017

Total risk-based capital (to risk-weighted assets):

Sun Bancorp, Inc.

~~344~~323,~~418~~883

2120.4115

128,~~694~~569

8.00

148,~~802~~658

9.25

N/A

Sun National Bank

~~309~~315,~~967~~069

19.2759

128,~~684~~634

8.00

148,~~791~~733

9.25

160,~~856~~793

10.00

Tier 1 common equity capital (to risk- weighted assets):

Sun Bancorp, Inc.

~~260~~265,~~819~~473

16.2152

72,~~390~~320

4.50

92,~~498~~409

5.75

N/A

Sun National Bank

~~294~~299,~~376~~977

18.3066

72,~~385~~357

4.50

92,~~492~~456

5.75

104,~~556~~515

6.50

Tier 1 capital (to risk-weighted assets):

Sun Bancorp, Inc.

~~317~~308,~~278~~791

19.7221

96,~~521~~426

6.00

116,~~630~~515

7.25

N/A

Sun National Bank

~~294~~299,~~376~~977

18.3066

96,~~513~~476

6.00

116,~~620~~575

7.25

128,~~684~~634

8.00

Leverage capital:

Sun Bancorp, Inc.

~~317~~308,~~278~~791

14.7057

8684,~~353~~754

4.00

N/A

Sun National Bank

~~294~~299,~~376~~977

1314.6416

8684,~~325~~759

4.00

N/A

~~107~~105,~~906~~949

5.00

(1)	Conservation Buffer of 1.25% became effective January 1, 2017.

(2)	Not applicable for bank holding companies.

At ~~June~~September 30, 2017, the Bank exceeded all regulatory capital requirements, including the Conservation Buffer of 1.25%. If the fully phased in conservation buffer of 2.5% were in effect at ~~June~~September 30, 2017, the Company would be in compliance.

The Company’s capital securities qualify as Tier 1 capital under federal regulatory guidelines. These instruments are subject to a 25% capital limitation under risk-based capital guidelines developed by the FRB. Under FRB rules, restricted core capital elements, which are qualifying trust preferred securities, qualifying cumulative perpetual preferred stock (and related surplus) and certain minority interests in consolidated subsidiaries, are limited in the aggregate to no more than 25% of a bank holding company’s core capital elements (including restricted core capital elements), net of goodwill less any associated deferred tax liability. However, under the Dodd-Frank Act, bank holding companies are prohibited from including in their Tier 1 capital hybrid debt and equity securities, including trust preferred securities, issued on or after May 19, 2010. Any such instruments issued before May 19, 2010 by a bank holding company, such as the Company, with total consolidated assets of less than $15 billion as of December 31, 2009, may continue to be included as Tier 1 capital (subject to the 25% limitation). The portion that exceeds the 25 percent capital limitation qualifies as Tier 2, or supplementary capital of the Company. ~~The~~At ~~redemption~~September of30, ~~trust~~2017, ~~preferred~~all ~~securities~~$50.0 ~~during~~million ~~the~~in ~~second~~capital ~~quarter~~securities ofqualified ~~2017~~as ~~reduced the Company’s~~ Tier 21 capital. ~~only,~~The ~~and~~redemption ~~thus~~of ~~only~~the ~~impacted~~two tranches of the Company’s ~~total~~trust ~~risk-based~~preferred ~~capital~~securities ~~ratio. At~~in ~~June~~the ~~30,~~nine ~~2017,~~months ~~$63.5~~ended ~~million~~September of30, a2017 ~~total~~resulted ofin ~~$75.0~~reductions ~~million~~ in ~~capital~~Tier ~~securities~~1 ~~qualified~~capital asand Tier 12 ~~with~~capital of $1113.50 million ~~qualifying~~and as$27.0 ~~Tier~~million, 2respectively.

Dividend Restrictions

The Bank is subject to various statutory and regulatory restrictions on its ability to pay dividends to the Company. All national banks are limited in the payment of dividends without the approval of the OCC of a total amount not to exceed the net income for that year to date plus the retained net income for the preceding two years. Federal law also prohibits national banks from paying dividends that would be greater than the bank’s undivided profits after deducting statutory bad debt in excess of the bank’s allowance for loan losses. Due to the Bank’s history of losses and retained deficit as of ~~June~~September 30, 2017, the Bank may not pay dividends; however, federal law permits the Bank to distribute cash or other assets to the Company through a reduction of capital, subject to approval by the OCC. At such time as the retained deficit is eliminated, any proposed dividends from the Bank to the Company are subject to regulatory approval until such time as net income for the current year combined with the prior two years is sufficient. Under FDICIA, an insured depository institution such as the Bank is prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, the institution would become “undercapitalized” (as such term is used in the FDICIA). Payment of dividends by the Bank also may be restricted at any time at the discretion of the OCC if it deems the payment to constitute an unsafe and unsound banking practice.

In the first quarter of 2017, the Bank applied for and received approval from the OCC to distribute $20 million to the Company as a return and reduction of capital. The Company used the cash distributed for general corporate purposes, including the redemption of trust preferred securities, as described above.

Pursuant to the terms of the Merger Agreement, we may not pay quarterly cash dividends in excess of $0.01 per share of common stock or repurchase shares of the Company’s common stock without the consent of OceanFirst. OceanFirst has agreed not to unreasonably withhold any such consent.

Volcker Rule

On December 10, 2013, the FRB, the OCC, the FDIC, the CFTC and the SEC issued final rules to implement the Volcker Rule contained in Section 619 of the Dodd-Frank Act. The Dodd-Frank Act provided that banks and bank holding companies were required to conform their activities and investments by July 21, 2014,. The ~~however, the~~ FRB ~~has~~subsequently extended the conformance period until July 21, 2017.

On January 14, 2014, the five federal agencies, including the FRB and OCC, approved an interim final rule to permit banking entities to retain interests in certain collateralized debt obligations backed primarily by trust preferred securities from the investment prohibitions of the Volcker Rule. Under the interim final rule, the agencies permit the retention of an interest in or sponsorship of covered funds by banking entities if certain qualifications are met. In addition, the agencies released a non-exclusive list of issuers that meet the requirements of the interim final rule. At ~~June~~September 30, 2017, the Company had an investment in one pool of trust preferred securities with an amortized cost of $8.8 million and estimated fair value of $7.21 million. This pool was included in the list of non-exclusive issuers that meet the requirements of the interim final rule released by the agencies and therefore was not required to be sold by the Company.

At ~~June~~September 30, 2017, the Bank had no investment securities which are not compliant with the provisions of the Volcker Rule.

At ~~June~~September 30, 2017, the Bank had one non-rated single issuer security with an amortized cost and an estimated fair value of $3.2 million. This security is not subject to the provisions of the Volcker Rule.

See Note 14 of the notes to unaudited condensed consolidated financial statements for additional information regarding regulatory matters.

Disclosures about Commitments

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The guarantees are primarily issued to support private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. In the event of a draw by the beneficiary that complies with the terms of the letter of credit, the Company would be required to honor the commitment. The Company takes various forms of collateral, such as real estate assets and customer business assets, to secure the commitment. Additionally, all letters of credit are supported by indemnification agreements executed by the customer. The maximum undiscounted exposure related to these commitments at ~~June~~September 30, 2017 was $8.74 million and the portion of the exposure not covered by collateral was approximately $1.1 million. The Company believes that the utilization rate of these letters of credit will continue to be substantially less than the amount of these commitments, as has been our experience to date.

The Company maintains a reserve for unfunded loan commitments and letters of credit, which is reported in other liabilities in the unaudited condensed consolidated statements of financial condition, consistent with FASB ASC 825. As of the balance sheet date, the Company records estimated losses inherent with unfunded loan commitments in accordance with FASB ASC 450, Contingencies, and estimated future obligations under letters of credit in accordance with FASB ASC 460, Guarantees. The methodology used to determine the adequacy of this reserve is integrated in the Company’s process for establishing the allowance for loan losses and considers the probability of future losses and obligations that may be incurred under these off-balance sheet agreements. The reserve for unfunded loan commitments and letters of credit at ~~June~~September 30, 2017 and December 31, 2016 was $~~646~~399 thousand and $611 thousand, respectively. Management believes this reserve level is sufficient to absorb estimated probable losses related to these commitments.

The Company maintains reserves for residential mortgage loans and small business loans sold with recourse to third-party purchasers which are reported in other liabilities in the unaudited condensed consolidated statements of financial condition. The Company records estimated losses inherent with residential mortgage loans sold with recourse in accordance with FASB ASC 450, Contingencies. This reserve is determined based upon the probability of future losses which is calculated using historical Company and industry loss data. The recourse reserves for these loans were $1.70 million and $1.6 million at ~~June~~September 30, 2017 and December 31, 2016, respectively. Management believes this reserve level is sufficient to address potential recourse exposure.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Asset and Liability Management

Interest rate, credit and operational risks are among the most significant market risks impacting the performance of the Company. The Company and the Bank have an Asset Liability Committee (“ALCO”), composed of senior management representatives from a variety of areas within the Company. The Company and the Bank also have an ALCO composed of members of the Company’s Board of Directors. ALCO devises strategies and tactics to maintain the net interest income of the Company within acceptable ranges over a variety of interest rate scenarios. Should the Company’s risk modeling indicate an undesired exposure to changes in interest rates, there are a number of remedial options available including changing the investment portfolio characteristics, and changing loan and deposit pricing strategies. Two of the tools used in monitoring the Company’s sensitivity to interest rate changes are gap analysis and net interest income simulation. Pursuant to the terms of the Merger Agreement, the Company and the Bank may not, without the prior written consent of OceanFirst (which may not be unreasonably withheld, conditioned or delayed), materially restructure or materially change (i) its investment securities or derivatives portfolio or its interest rate exposure, ~~without~~through purchases, sales or otherwise, (ii) the ~~consent~~manner ofin ~~OceanFirst.~~which ~~OceanFirst~~the ~~has~~portfolio ~~agreed~~is ~~not~~classified toor ~~unreasonably~~reported, ~~withhold~~except as may be required by GAAP or by applicable laws, regulation, guidelines or policies imposed by any ~~such~~governmental ~~consent~~entity, or (iii) purchase any security rated below investment grade.

Gap Analysis. Banks are concerned with the extent to which they are able to match maturities or re-pricing characteristics of interest-earning assets and interest-bearing liabilities. Such matching is facilitated by examining the extent to which such assets and liabilities are interest-rate sensitive and by monitoring the bank’s interest rate sensitivity gap. Gap analysis measures the volume of interest-earning assets that will mature or re-price within a specific time period, compared to the interest-bearing liabilities maturing or re-pricing within that same time period. On a monthly basis the Company and the Bank monitor their gap, primarily cumulative through both nine months and one year maturities.

At June 30, 2017, the Company’s gap analysis showed an asset-sensitive position with total interest-earning assets maturing or re-pricing within one year exceeding interest-bearing liabilities maturing or re-pricing during the same time period by $203.2 million representing a positive one-year gap ratio of 9.2%. This is an increase from negative 3.3% at December 31, 2016 as the cumulative

At September 30, 2017, the Company’s gap analysis showed an asset-sensitive position with total interest-earning assets maturing or re-pricing within one year exceeding interest-bearing liabilities maturing or re-pricing during the same time period by $70.3 million representing a positive one-year gap ratio of 3.2%. This is an increase from negative 3.3% at December 31, 2016 as the cumulative gap increased from negative $75.6 million at December 31, 2016. The increase in the cumulative gap as a percentage of total assets at ~~June~~September 30, ~~2017compared~~2017 compared to December 31, 2016 is primarily due to a shift in the maturities of loans receivable from over one year to under one year during the ~~six~~nine months ended ~~June~~September 30, 2017. Additionally, a reduction in total deposits along with the early redemption of $1541.52 million of ~~trust~~junior ~~preferred~~subordinated ~~securities~~debentures incaused ~~June 2017caused~~ a decline in total interest bearing liabilities during the ~~six~~nine months ended ~~June~~September 30, 2017. All amounts are categorized by their actual maturity or anticipated call or re-pricing date with the exception of interest-bearing demand deposits and savings deposits. Though the rates on interest-bearing demand and savings deposits generally trend with open market rates, they often do not fully adjust to open market rates and frequently adjust with a time lag. As a result of prior experience during periods of rate volatility and management’s estimate of future rate sensitivities, the Company allocates the interest-bearing demand deposits and savings deposits based on an estimated decay rate for those deposits.

Net Interest Income Simulation. Due to the inherent limitations of gap analysis, the Company also uses simulation models to measure the impact of changing interest rates on its operations. The simulation model attempts to capture the cash flow and re-pricing characteristics of the current assets and liabilities on the Company’s balance sheet. Assumptions regarding such things as prepayments and rate change behaviors are incorporated into the simulation model. Net interest income is simulated over a twelve month horizon under a variety of linear yield curve shifts, subject to certain limits agreed to by ALCO.

Net interest income simulation analysis at ~~June~~September 30, 2017 shows a position that is asset sensitive and will benefit from a rise in interest rates. A large factor causing this asset sensitive position is the higher levels of cash on the Company’s balance sheet, which the Company intends to strategically deploy during the remainder of 2017. After this excess liquidity is deployed, the Company expects that its interest rate risk profile will be more neutral. The net income simulation results are impacted by higher cash levels, an expected continuation of deposit pricing competition which may limit deposit pricing flexibility in both increasing and decreasing rate environments, floating-rate loan floors initially limiting loan rate increases and a relatively short liability maturity structure including retail certificates of deposit.

Actual results may differ from the simulated results due to such factors as the timing, magnitude and frequency of interest rate changes, changes in market conditions, management strategies and differences in actual versus ~~forecasted~~flat balance sheet composition and activity. Table 7 provides the Company’s estimated earnings sensitivity profile as of ~~June~~September 30, 2017. The Company anticipates that strong deposit pricing competition will continue to limit deposit pricing flexibility in an increasing and a decreasing rate environment.

Table 7: Sensitivity Profile

Instantaneous Change in Interest Rates (Basis Points)	Percentage Change in Economic Value of Equity Year 1			Percentage Change in Net Interest Income Year 1
+300		-35.86	%		1611.4	%
+200		-23.64	%		~~10.~~7.6	%
+100		-1.34	%		5.3.8	%
-100		0.62	%		-54.50	%

Derivative Financial Instruments. The Company utilizes certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. In general, the derivative transactions entered into by the Company fall into one of two types: a fair value hedge of a specific fixed-rate loan agreement and an economic hedge of a derivative offering to a Bank customer. Derivative financial instruments involve, to varying degrees, interest rate, market and credit risk. The Company manages these risks as part of its asset and liability management process and through credit policies and procedures. The Company seeks to minimize counterparty credit risk by establishing credit limits and collateral agreements. The Company does not use derivative financial instruments for trading purposes. For more information on the Company’s financial derivative instruments, please see Note 7 of the notes to unaudited condensed consolidated financial statements.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Based on their evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), the Company’s principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, such disclosure controls and procedures were designed and functioning effectively to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities

concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, such disclosure controls and procedures were designed and functioning effectively to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

(b) Changes in internal control over financial reporting. During the quarter under report, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See the information set forth in Note 11. Legal Proceedings in the Notes to the unaudited condensed consolidated financial statements, which information is incorporated by reference to this item.

Item 1A. Risk Factors

There are no material changes from the risks disclosed in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, ~~except~~and asthe ~~discussed~~Company’s ~~below~~Quarterly Report on Form 10-Q for the six months ended June 30, 2017.

Because the market price of OceanFirst common stock will fluctuate, the Company’s shareholders cannot be certain of the market value of the merger consideration they will receive.

At the time the Merger is completed, each outstanding share of the Company’s common stock, except for certain shares of common stock owned by the Company or OceanFirst, will be converted into the right to receive either (i) the Cash Consideration, which is an amount in cash equal to the sum of (A) $3.78 plus (B) the product of 0.7884 multiplied by the OceanFirst Share Closing Price, or (ii) the Stock Consideration, which will be a number of shares of OceanFirst Common Stock equal to the exchange ratio, which is the quotient of (A) the Cash Consideration divided by (B) the OceanFirst Share Closing Price. The right to receive the Cash Consideration or the Stock Consideration will be made at the election of the holder of such share of the Company’s common stock, subject to the allocation and proration provisions of the Merger Agreement. The Merger Agreement provides that the aggregate amount of Cash Consideration will not exceed the product of (x) $3.78 and (y) the total number of shares of the Company’s common stock issued and outstanding immediately prior to the effective time of the First-Step Merger.

There will be a lapse of time between the date of the joint proxy statement/prospectus, the date of the Company’s special meeting, the election deadline by which the Company’s shareholders may elect to receive the Cash Consideration or the Stock Consideration, the date on which the First-Step Merger is completed and the date on which the Company’s shareholders entitled to receive the merger consideration actually receive the merger consideration. The market value of OceanFirst common stock may fluctuate during these periods as a result of a variety of factors, including general market and economic conditions, changes in OceanFirst’s businesses, operations and prospects and regulatory considerations, which are outside of the control of the Company.

Because the merger consideration is primarily based on the OceanFirst Share Closing Price, any changes in the market price of OceanFirst Common Stock prior to the completion of the Merger will have a corresponding effect on the amount of per share Cash Consideration and will affect the value of the Stock Consideration. There will be no adjustment to the computation of the merger consideration for changes in the market price of either shares of OceanFirst Common Stock or shares of the Company’s common stock.

In addition, because the date when the proposed Merger will be completed will be later than the date of the Company’s special meeting, the Company’s shareholders will not know the exact value of the OceanFirst Common Stock that will determine the merger consideration at the time they vote. Accordingly, if the OceanFirst Share Closing Price is lower than the market price of OceanFirst Common Stock on the date of the Company’s special meeting, the merger consideration will be lower than what the merger consideration would have been at the time the Company’s shareholders vote on the Merger Agreement.

The Merger Agreement may be terminated in accordance with its terms, and the Merger may not be completed.

The Merger Agreement is subject to a number of conditions that must be fulfilled in order to complete the Merger. These conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed. In addition, OceanFirst and the Company may elect to terminate the Merger Agreement in certain other circumstances and, in certain limited circumstances, the Company may be required to pay a termination fee.

Failure to complete the Merger could negatively impact the stock price, future business and financial results of the Company.

If the Merger is not completed, the ongoing business of the Company may be adversely affected, and the Company will be subject to several risks, including the following:

• the Company may be required, under certain circumstances, to pay OceanFirst a termination fee of $17.045 million under the Merger Agreement;

• the Company will be required to pay certain costs relating to the Merger, whether or not the Merger is completed, such as legal, accounting, financial advisor and printing fees;

• under the Merger Agreement, the Company is subject to certain restrictions on the conduct of its business prior to completing the Merger, which may adversely affect its ability to execute certain of its business strategies; and

• matters relating to the Merger may require substantial commitments of time and resources by Company management, which could otherwise have been devoted to other opportunities that may have been beneficial to the Company.

In addition, if the Merger is not completed, the Company may experience negative reactions from the financial markets and from its customers and employees. For example, the Company’s business may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. The market price of Company common stock could decline to the extent that the current market price reflects a market assumption that the Merger will be completed. The Company also could be subject to litigation related to any failure to complete the Merger or to proceedings commenced against the Company to perform its obligations under the Merger Agreement. If the Merger is not completed, the Company cannot assure its shareholders that the risks described above will not materialize and will not materially affect the business, financial results and stock price of the Company.

Lawsuits challenging the Merger have been filed against the Company, the Company’s board of directors and OceanFirst, and an adverse judgment in any such lawsuit or any future similar lawsuits may prevent the Merger from becoming effective or from becoming effective within the expected timeframe.

On July 18, 2017, three purported Company shareholders filed purported shareholder class actions in the Superior Court of New Jersey, Burlington County, Chancery Division challenging the Merger captioned: Oswald v. Sun Bancorp, Inc., C 000070 17, Rumsey v. Sun Bancorp, Inc., C 000071 17 and Chetcuti v. Sun Bancorp, Inc., Docket No. C 000072 17. The Complaints also allege that the directors approved provisions in the Merger Agreement that constitute impermissible deal protection devices that allegedly preclude other bidders from making a successful competing offer for the Company, including, among others, a no solicitation provision that allegedly prevents other buyers from participating in discussions which may lead to a superior proposal, a matching rights provision that allows OceanFirst to match any competing proposal, and a provision that requires the Company to pay OceanFirst a termination fee of $17.045 million under certain circumstances. Plaintiffs further allege that OceanFirst and Merger Sub aided and abetted such alleged breaches. The Plaintiffs seek an order enjoining the Merger, as well as unspecified money damages, costs and attorneys’ fees and expenses. The outcome of any such litigation is uncertain. If the cases are not resolved, these lawsuits could prevent or delay completion of the Merger and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. No assurance can be given at this time that the litigation against us will be resolved in our favor, that this litigation will not be costly to defend, that this litigation will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Merger.

Before the Merger can be completed, OceanFirst and the Company must obtain approvals from the FRB and the OCC. Other approvals, as well as waivers or consents, from regulators may also be required. In determining whether to grant these approvals, waivers and consents the regulators consider a variety of factors, including the regulatory standing of each party. An adverse development in either party’s regulatory standing could result in an inability to obtain approval or delay their receipt. These regulators may impose conditions on the completion of the Merger or require changes to the terms of the Merger. Such conditions or changes could have the effect of delaying or preventing completion of the Merger or imposing additional costs on or limiting the revenues of the combined company following the completion of the Merger, any of which might have an adverse effect on the combined company following the completion of the Merger. However, under the terms of the Merger Agreement, in connection with obtaining such regulatory approvals or waivers, neither party is required to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have a material adverse effect (measured on a scale relative to the Company) on any of OceanFirst, the Company or the surviving corporation, after giving effect to the Merger.

In addition, subject to approval from the FRB and the OCC, prior to the completion of the Merger, OceanFirst Bank intends to convert from a federal savings association into a national banking association, and OceanFirst intends to cease being a savings and loan holding company and become a bank holding company. The approval process for the conversion application could delay the regulatory approval process for the Merger, thereby delaying the completion of the Merger.

The Company will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on the Company. These uncertainties may impair the Company’s ability to attract, retain and motivate key personnel until the Merger is completed and could

cause customers and others that deal with the Company to seek to change existing business relationships with the Company. Retention of certain employees may be challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, the Company’s business could be harmed. In addition, the Merger agreement restricts the Company from making certain acquisitions and taking other specified actions until the Merger occurs without the consent of OceanFirst. These restrictions may prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Merger.

If the Merger is not completed, the Company will have incurred substantial expenses without realizing the expected benefits of the Merger.

The Company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement. If the Merger is not completed, the Company would have to recognize these expenses without realizing the expected benefits of the Merger.

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

Not applicable

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits

Exhibit 2.1	Agreement and Plan of Merger, dated as of June 30, 2017, by and among OceanFirst Financial Corp., Sun Bancorp, Inc. and Mercury Merger Sub Corp. ⁽¹⁾

Exhibit 3.1	Amended and Restated Certificate of Incorporation of Sun Bancorp, Inc. ⁽²⁾

Exhibit 3.2	Second Amended and Restated Bylaws of Sun Bancorp, Inc. ⁽³⁾

Exhibit 4.1	Common Security Specimen ⁽⁴⁾

Exhibit 31(a)	Certification of Principal Executive Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31(b)	Certification of Principal Financial Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32	Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.INS	XBRL Instance Document

Exhibit 101.SCH	XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 101.DEF	XBRL Taxonomy Definition Linkbase Document

(1)	Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on July 3, 2017 (File No. 0-20957).

(2)	Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed on November 6, 2014 (File No. 0-20957).

(3)	Incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed on November 8, 2016 (File No. 0-20957).

(4)	Incorporated by reference to the registrant’s Registration Statement on Form S-1 filed with the Commission on February 14, 1997 (File No. 333-21903).

6967

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Sun Bancorp, Inc.
		Registrant
Date: August 9, 2017
Date: November 9, 2017
		/s/ Thomas M. O’Brien
		Thomas M. O’Brien
		President and Chief Executive Officer
		(Duly Authorized Representative)
Date: August 9, 2017
Date: November 9, 2017
		/s/ Thomas R. Brugger
		Thomas R. Brugger
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Representative)

7068

Troubled Debt Restructurings

For the Six Months Ended June 30, 2017

Number of Contracts

Concession Granted

Residential real estate

Principal repayment terms

Filing Compare · SUN BANCORP INC /NJ/