LOANS | 6. LOANS The following table sets forth the major classifications of loans: (In thousands) June 30, 2016 December 31, 2015 Commercial real estate mortgage loans $ 1,016,322 $ 999,474 Multi-family mortgage loans 427,277 350,793 Residential real estate mortgage loans 452,370 446,740 Commercial, industrial and agricultural loans 511,517 501,766 Real estate construction and land loans 96,683 91,153 Installment/consumer loans 17,235 17,596 Total loans 2,521,404 2,407,522 Net deferred loan costs and fees 3,522 3,252 2,524,926 2,410,774 Allowance for loan losses (22,708 ) (20,744 ) Net loans $ 2,502,218 $ 2,390,030 On June 19, 2015, the Company completed the acquisition of Community National Bank (“CNB”) resulting in the addition of $729.4 million of acquired loans recorded at their fair value. There were approximately $603.4 million and $659.7 million of acquired CNB loans remaining as of June 30, 2016 and December 31, 2015, respectively. On February 14, 2014, the Company completed the acquisition of FNBNY Bancorp, Inc. and its wholly owned subsidiary First National Bank of New York (collectively “FNBNY”) resulting in the addition of $89.7 million of acquired loans recorded at their fair value. There were approximately $32.4 million and $37.7 million of acquired FNBNY loans remaining as of June 30, 2016 and December 31, 2015, respectively. Lending Risk The principal business of the Bank is lending, primarily in commercial real estate mortgage loans, multi-family mortgage loans, residential real estate mortgage loans, construction loans, home equity loans, commercial, industrial and agricultural loans, land loans and consumer loans. The Bank considers its primary lending area to be Nassau and Suffolk Counties located on Long Island and a substantial portion of the Bank’s loans are secured by real estate in this area. Accordingly, the ultimate collectibility of such a loan portfolio is susceptible to changes in market and economic conditions in this region. Commercial Real Estate Mortgages Loans in this classification include income producing investment properties and owner occupied real estate used for business purposes. The underlying properties are generally located largely in our primary market area. The cash flows of the income producing investment properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on credit quality. Generally, management seeks to obtain annual financial information for borrowers with loans in excess of $0.25 million in this category. In the case of owner-occupied real estate used for business purposes, a weakened economy and resultant decreased consumer and/or business spending will have an adverse effect on credit quality. Multi-Family Mortgages Loans in this classification include income producing residential investment properties of 5 or more families. The loans are usually made in areas with limited single family residences generating high demand for these facilities. Loans are made to established owners with a proven and demonstrable record of strong performance. Loans are secured by a first mortgage lien on the subject property with a loan to value ratio generally not exceeding 75%. Repayment is derived generally from the rental income generated from the property and maybe supplemented by the owners’ personal cash flow. Credit risk arises with an increase in vacancy rates, property mismanagement and the predominance of non-recourse loans that are customary in the industry. Residential Real Estate Mortgages and Home Equity Loans Loans in these classifications are made to and secured by residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, can have an effect on the credit quality in this loan class. The Bank generally does not originate loans with a loan-to-value ratio greater than 80% and does not grant subprime loans. Commercial, Industrial and Agricultural Loans Loans in this classification are made to businesses and include term loans, lines of credit, senior secured loans to corporations and taxi medallion loans. Generally these loans are secured by assets of the business and repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer and/or business spending will have an effect on the credit quality in this loan class. Real Estate Construction and Land Loans Loans in this classification primarily include land loans to local individuals, contractors and developers for developing the land for sale or for the purpose of making improvements thereon. Repayment is derived primarily from sale of the lots/units including any pre-sold units. Credit risk is affected by market conditions, time to sell at an adequate price and cost overruns. To a lesser extent this class includes commercial development projects that the Company finances, which in most cases require interest only during construction, and then convert to permanent financing. Credit risk is affected by construction delays, cost overruns, market conditions and the availability of permanent financing, to the extent such permanent financing is not being provided by us. Installment and Consumer Loans Loans in this classification may be either secured or unsecured and repayment is dependent on the credit quality of the individual borrower and, if applicable, sale of the collateral securing the loan such as automobiles. Therefore, the overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this loan class. Credit Quality Indicators The Company categorizes loans into risk categories of pass, special mention, substandard and doubtful based on relevant information about the ability of borrowers to service their debt including repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Assigned risk rating grades are continuously updated as new information is obtained. Loans risk rated special mention, substandard and doubtful are reviewed on a quarterly basis. The Company uses the following definitions for risk rating grades: Pass: Special mention: Substandard: Doubtful: The following tables represent loans by class categorized by internally assigned risk grades as of June 30, 2016 and December 31, 2015: June 30, 2016 (In thousands) Pass Special Mention Substandard Doubtful Total Commercial real estate: Owner occupied $ 412,605 $ 2,541 $ 889 $ - $ 416,035 Non-owner occupied 595,001 510 4,776 - 600,287 Multi-Family 427,277 - - - 427,277 Residential real estate: Residential mortgage 382,246 85 2,076 - 384,407 Home equity 66,548 396 1,019 - 67,963 Commercial and Industrial: Secured 111,975 276 2,085 - 114,336 Unsecured 392,421 2,585 2,175 - 397,181 Real estate construction and land loans 96,343 - 340 - 96,683 Installment/consumer loans 17,135 - 100 - 17,235 Total loans $ 2,501,551 $ 6,393 $ 13,460 $ - $ 2,521,404 At June 30, 2016 there were $0.02 million and $4.3 million of acquired CNB loans included in the special mention and substandard grades, respectively, and $0.1 million and $0.2 million of acquired FNBNY loans included in the special mention and substandard grades, respectively. December 31, 2015 (In thousands) Pass Special Mention Substandard Doubtful Total Commercial real estate: Owner occupied $ 465,967 $ 3,239 $ 2,115 $ - $ 471,321 Non-owner occupied 519,124 542 8,487 - 528,153 Multi-Family 350,785 — 8 - 350,793 Residential real estate: Residential mortgage 377,482 87 845 - 378,414 Home equity 66,910 523 893 - 68,326 Commercial and Industrial: Secured 121,037 151 2,549 - 123,737 Unsecured 370,642 3,191 4,196 - 378,029 Real estate construction and land loans 91,153 — — - 91,153 Installment/consumer loans 17,496 — 100 - 17,596 Total loans $ 2,380,596 $ 7,733 $ 19,193 $ - $ 2,407,522 At December 31, 2015 there were $0.02 million and $9.6 million of acquired CNB loans included in the special mention and substandard grades, respectively, and $0.1 million and $0.2 million of acquired FNBNY loans included in the special mention and substandard grades, respectively. Past Due and Nonaccrual Loans The following tables represent the aging of the recorded investment in past due loans as of June 30, 2016 and December 31, 2015 by class of loans, as defined by FASB ASC 310-10: June 30, 2016 (In thousands) 30-59 60-89 > Past Due and Accruing Nonaccrual Total Past Current Total Loans Commercial real estate: Owner occupied $ 592 $ - $ 611 $ 211 $ 1,414 $ 414,621 $ 416,035 Non-owner occupied 1,855 - - - 1,855 598,432 600,287 Multi-Family - - - - - 427,277 427,277 Residential real estate: Residential mortgages 489 419 852 557 2,317 382,090 384,407 Home equity 119 121 223 909 1,372 66,591 67,963 Commercial and Industrial: Secured - - 208 - 208 114,128 114,336 Unsecured 122 46 - 369 537 396,644 397,181 Real estate construction and land loans - - - - - 96,683 96,683 Installment/consumer loans - 1 - 4 5 17,230 17,235 Total loans $ 3,177 $ 587 $ 1,894 $ 2,050 $ 7,708 $ 2,513,696 $ 2,521,404 December 31, 2015 (In thousands) 30-59 60-89 > Past Due and Accruing Nonaccrual Total Past Current Total Loans Commercial real estate: Owner occupied $ - $ - $ 435 $ 631 $ 1,066 $ 470,255 $ 471,321 Non-owner occupied - - - - - 528,153 528,153 Multi-Family - - - - - 350,793 350,793 Residential real estate: Residential mortgages 939 245 - 62 1,246 377,168 378,414 Home equity 69 100 188 610 967 67,359 68,326 Commercial and Industrial: Secured - - 341 - 341 123,396 123,737 Unsecured 128 24 - 44 196 377,833 378,029 Real estate construction and land loans - - - - - 91,153 91,153 Installment/consumer loans - - - 3 3 17,593 17,596 Total loans $ 1,136 $ 369 $ 964 $ 1,350 $ 3,819 $ 2,403,703 $ 2,407,522 At June 30, 2016 and December 31, 2015 there were no FNBNY acquired loans 30-89 days past due. At June 30, 2016, there were $3.3 million of CNB acquired loans that were 30-89 days past due. At December 31, 2015, there were $1.2 million of CNB acquired loans 30-89 days past due. All loans 90 days or more past due that are still accruing interest represent loans acquired from CNB, FNBNY and Hamptons State Bank (“HSB”) which were recorded at fair value upon acquisition. These loans are considered to be accruing as management can reasonably estimate future cash flows and expect to fully collect the carrying value of these acquired loans. Therefore, the difference between the carrying value of these loans and their expected cash flows is being accreted into income. Impaired Loans At June 30, 2016 and December 31, 2015, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $4.1 million and $2.6 million, respectively. For a loan to be considered impaired, management determines after review whether it is probable that the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. Management applies its normal loan review procedures in making these judgments. Impaired loans include individually classified nonaccrual loans and troubled debt restructurings (“TDR”). For impaired loans, the Bank evaluates the impairment of the loan in accordance with FASB ASC 310-10-35-22. Impairment is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For loans that are collateral dependent, the fair value of the collateral is used to determine the fair value of the loan. The fair value of the collateral is determined based upon recent appraised values. The fair value of the collateral or present value of expected cash flows is compared to the carrying value to determine if any write-down or specific loan loss allowance allocation is required. For individually impaired loans, the following tables set forth by class of loans at June 30, 2016 and December 31, 2015 the recorded investment, unpaid principal balance and related allowance. The tables also set forth the average recorded investment of individually impaired loans and interest income recognized while the loans were impaired during the three and six months ended June 30, 2016 and 2015: June 30, 2016 Three Months Ended Six Months Ended (In thousands) Recorded Unpaid Related Average Interest Average Interest With no related allowance recorded: Commercial real estate: Owner occupied $ 355 $ 550 $ - $ 360 $ 3 $ 368 $ 5 Non-owner occupied 1,229 1,229 - 1,232 18 1,236 37 Residential real estate: Residential mortgages 557 571 - 558 - 378 - Home equity 909 1,007 - 884 - 674 - Commercial and Industrial: Secured 196 196 - 196 3 163 6 Unsecured 618 618 - 578 5 423 9 Total with no related allowance recorded $ 3,864 $ 4,171 $ - $ 3,808 $ 29 $ 3,242 $ 57 With an allowance recorded: Commercial real estate: Owner occupied $ - $ - $ - $ - $ - $ - $ - Non-owner occupied - - - - - - - Residential real estate: Residential mortgages - - - - - - - Home equity - - - - - - - Commercial and Industrial: Secured - - - - - - - Unsecured 227 227 143 138 2 102 4 Total with an allowance recorded $ 227 $ 227 $ 143 $ 138 $ 2 $ 102 $ 4 Total: Commercial real estate: Owner occupied $ 355 $ 550 $ - $ 360 $ 3 $ 368 $ 5 Non-owner occupied 1,229 1,229 - 1,232 18 1,236 37 Residential real estate: Residential mortgages 557 571 - 558 - 378 - Home equity 909 1,007 - 884 - 674 - Commercial and Industrial: Secured 196 196 - 196 3 163 6 Unsecured 845 845 143 716 7 525 13 Total $ 4,091 $ 4,398 $ 143 $ 3,946 $ 31 $ 3,344 $ 61 December 31, 2015 Three Months Ended Six Months Ended (In thousands) Recorded Unpaid Related Average Interest Average Interest With no related allowance recorded: Commercial real estate: Owner occupied $ 384 $ 564 $ - $ 721 $ 2 $ 729 $ 5 Non-owner occupied 927 928 - 942 16 945 31 Residential real estate: Residential mortgages 62 73 - 67 - 68 - Home equity 610 700 - 1,163 - 870 - Commercial and Industrial: Secured 96 96 - 113 2 80 2 Unsecured - - - 101 4 107 4 Total with no related allowance recorded $ 2,079 $ 2,361 $ - $ 3,107 $ 24 $ 2,799 $ 42 With an allowance recorded: Commercial real estate: Owner occupied $ - $ - $ - $ - $ - $ - $ - Non-owner occupied 318 318 20 321 4 321 7 Residential real estate: Residential mortgages - - - - - - - Home equity - - - 150 - 100 - Commercial and Industrial: Secured - - - - - - - Unsecured 194 194 9 129 2 134 5 Total with an allowance recorded $ 512 $ 512 $ 29 $ 600 $ 6 $ 555 $ 12 Total: Commercial real estate: Owner occupied $ 384 $ 564 $ - $ 721 $ 2 $ 729 5 Non-owner occupied 1,245 1,246 20 1,263 20 1,266 38 Residential real estate: Residential mortgages 62 73 - 67 - 68 - Home equity 610 700 - 1,313 - 970 - Commercial and Industrial: Secured 96 96 - 113 2 80 2 Unsecured 194 194 9 230 6 241 9 Total $ 2,591 $ 2,873 $ 29 $ 3,707 $ 30 $ 3,354 $ 54 The Bank had no other real estate owned at June 30, 2016 compared to $0.3 million at December 31, 2015. Troubled Debt Restructurings The terms of certain loans were modified and are considered TDRs. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. The modification of these loans involved a loan to borrowers who were experiencing financial difficulties. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed to determine if that borrower is currently in payment default under any of its obligations or whether there is a probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy. During the six months ended June 30, 2016, the Bank modified three loans as TDRs totaling $0.7 million compared to two loans modified as TDRs totaling $0.1 million during the six months ended June 30, 2015. During the six months ended June 30, 2016 there were no charge offs relating to TDRs as compared to $0.3 million in charge offs for the same period in 2015. During the six months ended June 30, 2016 and 2015, there were no loans modified as TDRs for which there was a payment default within twelve months following the modification. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms. As of June 30, 2016 and December 31, 2015, the Company had $0.1 million of nonaccrual TDRs and $2.1 million and $1.7 million, respectively, of performing TDRs. At June 30, 2016 and December 31, 2015, total nonaccrual TDRs are secured with collateral that has an appraised value of $1.3 million and $0.3 million, respectively. Furthermore, the Bank has no commitment to lend additional funds to these debtors. The terms of certain other loans were modified during the six months ended June 30, 2016 that did not meet the definition of a TDR. These loans have a total recorded investment as of June 30, 2016 of $11.8 million. The modification of these loans involved a modification of the terms of loans to borrowers who were not experiencing financial difficulties. Acquired Loans Loans acquired in a business combination are recorded at their fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for loan losses is not recorded at the acquisition date. In determining the acquisition date fair value of purchased loans, acquired loans are aggregated into pools of loans with common characteristics. Each loan is reviewed at acquisition to determine if it should be accounted for as a loan that has experienced credit deterioration and it is probable that at acquisition, the Company will not be able to collect all the contractual principal and interest due from the borrower. All loans with evidence of deterioration in credit quality are considered purchased credit impaired (“PCI”) loans unless the loan type is specifically excluded from the scope of ASC 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality,” such as loans with active revolver features or because management has minimal doubt in the collection of the loan. The Bank makes an estimate of the loans’ contractual principal and contractual interest payments as well as the total cash flows it expects to collect from the pools of loans, which includes undiscounted expected principal and interest. The excess of contractual amounts over the total cash flows expected to be collected from the loans is referred to as non-accretable difference, which is not accreted into income. The excess of the expected undiscounted cash flows over the fair value of the loans is referred to as accretable discount. Accretable discount is recognized as interest income on a level-yield basis over the life of the loans. Management has not included prepayment assumptions in its modeling of contractual or expected cash flows. The Bank continues to estimate cash flows expected to be collected over the life of the loans. Subsequent increases in total cash flows expected to be collected are recognized as an adjustment to the accretable yield with the amount of periodic accretion adjusted over the remaining life of the loans. Subsequent decreases in cash flows expected to be collected over the life of the loans are recognized as impairment in the current period through allowance for loan losses. A PCI loan may be resolved either through a sale of the loan, by working with the customer and obtaining partial or full repayment, by short sale of the collateral, or by foreclosure. When a loan accounted for in a pool is resolved, it is removed from the pool at its carrying amount. Any differences between the amounts received and the outstanding balance are absorbed by the non-accretable difference of the pool. For loans not accounted for in pools, a gain or loss on resolution would be recognized based on the difference between the proceeds received and the carrying amount of the loan. Payments received earlier than expected or in excess of expected cash flows from sales or other resolutions may result in the carrying value of a pool being reduced to zero even though outstanding contractual balances and expected cash flows remain related to loans in the pool. Once the carrying value of a pool is reduced to zero, any future proceeds, which may include cash or real estate acquired in foreclosure, from the remaining loans, representing further realization of accretable yield, are recognized as interest income upon receipt. At the acquisition date, the purchased credit impaired loans acquired as part of the FNBNY acquisition had contractually required principal and interest payments receivable of $40.3 million; expected cash flows of $28.4 million; and a fair value (initial carrying amount) of $21.8 million. The difference between the contractually required principal and interest payments receivable and the expected cash flows ($11.9 million) represented the non-accretable difference. The difference between the expected cash flows and fair value ($6.6 million) represented the initial accretable yield. At June 30, 2016, the contractually required principal and interest payments receivable and carrying amount of the purchased credit impaired loans was $13.3 million and $7.7 million, respectively, with a remaining non-accretable difference of ($1.4 million). At December 31, 2015, the contractually required principal and interest payments receivable and carrying amount of the purchased credit impaired loans was $16.7 million and $8.3 million, respectively, with a remaining non-accretable difference of ($1.5 million). At the acquisition date, the purchased credit impaired loans acquired as part of the CNB acquisition had contractually required principal and interest payments receivable of $23.4 million; expected cash flows of $10.1 million; and a fair value (initial carrying amount) of $8.7 million. The difference between the contractually required principal and interest payments receivable and the expected cash flows ($13.3 million) represented the non-accretable difference. The difference between the expected cash flows and fair value ($1.4 million) represented the initial accretable yield. At June 30, 2016, the contractually required principal and interest payments receivable and carrying amount of the purchased credit impaired loans was $17.7 million and $5.3 million, respectively, with a remaining non-accretable difference of ($10.7 million). At December 31, 2015, the contractually required principal and interest payments receivable and carrying amount of the purchased credit impaired loans was $22.5 million and $8.2 million, respectively, with a remaining non-accretable difference of ($13.3 million). The following table summarizes the activity in the accretable yield for the purchased credit impaired loans: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2016 2015 2016 2015 Balance at beginning of period $ 6,872 $ 7,560 $ 7,113 $ 8,432 Accretable discount arising from acquisition of PCI loans - 259 - 259 Accretion (1,866 ) (1,406 ) (2,658 ) (2,658 ) Reclassification from nonaccretable difference during the period 959 1,117 1,092 1,497 Other (2 ) - 416 - Accretable discount at end of period $ 5,963 $ 7,530 $ 5,963 $ 7,530 |