Loans | NOTE 5: LOANS The following table sets forth the composition of the loan portfolio at December 31, 2016 and 2015: December 31, 2016 2015 (dollars in thousands) Amount Percent of Non-Covered Amount Percent of Non-Covered Non-Covered Mortgage Loans: Multi-family $ 26,945,052 72.13 % $ 25,971,629 72.67 % Commercial real estate 7,724,362 20.68 7,857,204 21.98 One-to-four 381,081 1.02 116,841 0.33 Acquisition, development, and construction 381,194 1.02 311,676 0.87 Total mortgage loans held for investment $ 35,431,689 94.85 $ 34,257,350 95.85 Other Loans: Commercial and industrial 1,341,216 3.59 1,085,529 3.04 Lease financing, net of unearned income of $60,278 and $43,553, respectively 559,229 1.50 365,027 1.02 Total commercial and industrial loans (1) 1,900,445 5.09 1,450,556 4.06 Purchased credit-impaired loans 5,762 0.01 8,344 0.02 Other 18,305 0.05 24,239 0.07 Total other loans held for investment 1,924,512 5.15 1,483,139 4.15 Total non-covered $ 37,356,201 100.00 % $ 35,740,489 100.00 % Net deferred loan origination costs 26,521 22,715 Allowance for losses on non-covered (158,290 ) (147,124 ) Non-covered $ 37,224,432 $ 35,616,080 Covered loans 1,698,133 2,060,089 Allowance for losses on covered loans (23,701 ) (31,395 ) Covered loans, net $ 1,674,432 $ 2,028,694 Loans held for sale 409,152 367,221 Total loans, net $ 39,308,016 $ 38,011,995 (1) Includes specialty finance loans of $1.3 billion and $880.7 million, and other C&I loans of $632.9 million and $569.9 million, respectively, at December 31, 2016 and 2015. Non-Covered Non-Covered The majority of the loans the Company originates for investment are multi-family loans, most of which are collateralized by non-luxury mixed-use To a lesser extent, the Company also originates one-to-four One-to-four mid-size The repayment of multi-family and CRE loans generally depends on the income produced by the underlying properties which, in turn, depends on their successful operation and management. To mitigate the potential for credit losses, the Company underwrites its loans in accordance with credit standards it considers to be prudent, looking first at the consistency of the cash flows being produced by the underlying property. In addition, multi-family buildings and CRE properties are inspected as a prerequisite to approval, and independent appraisers, whose appraisals are carefully reviewed by the Company’s in-house loan-to-value ADC loans typically involve a higher degree of credit risk than loans secured by improved or owner-occupied real estate. Accordingly, borrowers are required to provide a guarantee of repayment and completion, and loan proceeds are disbursed as construction progresses, as certified by in-house To minimize the risk involved in specialty finance lending and leasing, the Company participates in syndicated loans that are brought to it, and equipment loans and leases that are assigned to it, by a select group of nationally recognized sources who have had long-term relationships with its experienced lending officers. Each of these credits is secured with a perfected first security interest or outright ownership in the underlying collateral, and structured as senior debt or as a non-cancelable re-underwritten. To minimize the risks involved in other C&I lending, the Company underwrites such loans on the basis of the cash flows produced by the business; requires that such loans be collateralized by various business assets, including inventory, equipment, and accounts receivable, among others; and requires personal guarantees. However, the capacity of a borrower to repay such a C&I loan is substantially dependent on the degree to which the business is successful. In addition, the collateral underlying such loans may depreciate over time, may not be conducive to appraisal, or may fluctuate in value, based upon the results of operations of the business. Included in non-covered Non-covered non-covered 310-30 310-30, Loans Held for Sale The Community Bank’s mortgage banking operation originates, aggregates, and services one-to-four web-accessible one-to-four held-for-sale In addition, the Community Bank services mortgage loans for various third parties, primarily including GSEs. Asset Quality The following table presents information regarding the quality of the Company’s non-covered non-covered (in thousands) Loans 30-89 Days (1) Non- (1) Loans Total Current Total Loans Multi-family $ 28 $ 13,558 $ — $ 13,586 $ 26,931,466 $ 26,945,052 Commercial real estate — 9,297 — 9,297 7,715,065 7,724,362 One-to-four 2,844 9,679 — 12,523 368,558 381,081 Acquisition, development, and construction — 6,200 — 6,200 374,994 381,194 Commercial and industrial (2) 7,263 16,422 — 23,685 1,876,760 1,900,445 Other 248 1,313 — 1,561 16,744 18,305 Total $ 10,383 $ 56,469 $ — $ 66,852 $ 37,283,587 $ 37,350,439 ( 1) Excludes $6,000 and $869,000 of non-covered (2) Includes lease financing receivables, all of which were current. The following table presents information regarding the quality of the Company’s non-covered (in thousands) Loans 30-89 Days Non- (1) Loans Total Current Total Loans Multi-family $ 4,818 $ 13,904 $ — $ 18,722 $ 25,952,907 $ 25,971,629 Commercial real estate 178 14,920 — 15,098 7,842,106 7,857,204 One-to-four 1,117 12,259 — 13,376 103,465 116,841 Acquisition, development, and construction — 27 — 27 311,649 311,676 Commercial and industrial (2) — 4,473 — 4,473 1,446,083 1,450,556 Other 492 1,242 — 1,734 22,505 24,239 Total $ 6,605 $ 46,825 $ — $ 53,430 $ 35,678,715 $ 35,732,145 (1) Excludes $969,000 of non-covered (2) Includes lease financing receivables, all of which were current. The following table summarizes the Company’s portfolio of non-covered non-covered Mortgage Loans Other Loans (in thousands) Multi- Commercial One-to-Four Acquisition, Total Commercial (1) Other Total Other Credit Quality Indicator: Pass $ 26,754,622 $ 7,701,773 $ 371,179 $ 341,784 $ 35,169,358 $ 1,771,975 $ 16,992 $ 1,788,967 Special mention 164,325 12,604 — 33,210 210,139 54,979 — 54,979 Substandard 26,105 9,985 9,902 6,200 52,192 73,491 1,313 74,804 Doubtful — — — — — — — — Total $ 26,945,052 $ 7,724,362 $ 381,081 $ 381,194 $ 35,431,689 $ 1,900,445 $ 18,305 $ 1,918,750 (1) Includes lease financing receivables, all of which were classified as “pass.” The following table summarizes the Company’s portfolio of non-covered non-covered Mortgage Loans Other Loans (in thousands) Multi- Commercial One-to-Four Acquisition, Total Commercial (1) Other Total Other Credit Quality Indicator: Pass $ 25,936,423 $ 7,839,127 $ 104,582 $ 309,039 $ 34,189,171 $ 1,433,778 $ 22,996 $ 1,456,774 Special mention 6,305 3,883 — — 10,188 11,771 — 11,771 Substandard 28,901 14,194 12,259 2,637 57,991 5,007 1,243 6,250 Doubtful — — — — — — — — Total $ 25,971,629 $ 7,857,204 $ 116,841 $ 311,676 $ 34,257,350 $ 1,450,556 $ 24,239 $ 1,474,795 (1) Includes lease financing receivables, all of which were classified as “pass.” The preceding classifications are the most current ones available and generally have been updated within the last twelve months. In addition, they follow regulatory guidelines and can generally be described as follows: pass loans are of satisfactory quality; special mention loans have a potential weakness or risk that may result in the deterioration of future repayment; substandard loans are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged (these loans have a well-defined weakness and there is a distinct possibility that the Company will sustain some loss); and doubtful loans, based on existing circumstances, have weaknesses that make collection or liquidation in full highly questionable and improbable. In addition, one-to-four The interest income that would have been recorded under the original terms of non-accrual December 31, (in thousands) 2016 2015 2014 Interest income that would have been recorded $ 3,128 $ 2,288 $ 3,997 Interest income actually recorded (1,708 ) (1,574 ) (3,017 ) Interest income foregone $ 1,420 $ 714 $ 980 Troubled Debt Restructurings The Company is required to account for certain held-for-investment non-accrual In an effort to proactively manage delinquent loans, the Company has selectively extended to certain borrowers concessions such as rate reductions, extension of maturity dates, and forbearance agreements. As of December 31, 2016, loans on which concessions were made with respect to rate reductions and/or extension of maturity dates amounted to $17.1 million; loans on which forbearance agreements were reached amounted to $2.8 million. The following table presents information regarding the Company’s TDRs as of December 31, 2016 and 2015: December 31, 2016 2015 (in thousands) Accruing Non- Total Accruing Non- Total Loan Category: Multi-family $ 1,981 $ 8,755 $ 10,736 $ 2,017 $ 635 $ 2,652 Commercial real estate — 1,861 1,861 115 6,255 6,370 One-to-four 222 1,749 1,971 — 987 987 Acquisition, development, and construction — — — — 27 27 Commercial and industrial 1,263 3,887 5,150 627 1,279 1,906 Other — 202 202 — 213 213 Total $ 3,466 $ 16,454 $ 19,920 $ 2,759 $ 9,396 $ 12,155 The eligibility of a borrower for work-out The financial effects of the Company’s TDRs for the twelve months ended December 31, 2016, 2015, and 2014 are summarized as follows: For the Twelve Months Ended December 31, 2016 (dollars in thousands) Weighted Average Interest Rate Number Pre- Post- Charge- Capitalized Loan Category: Multi-family 1 4.63 % 4.00 % $ — $ — One-to-four 5 4.26 2.65 — 11 Commercial and industrial 7 3.22 3.19 170 — Total 13 $ 170 $ 11 For the Twelve Months Ended December 31, 2015 (dollars in thousands) Weighted Average Interest Rate Number Pre- Post- Charge- Capitalized Loan Category: One-to-four 4 4.02 % 2.72 % $ — $ 6 Commercial and industrial 2 3.40 3.52 33 — Other 2 4.58 2.00 — 2 Total 8 $ 33 $ 8 For the Twelve Months Ended December 31, 2014 (dollars in thousands) Weighted Average Interest Rate Number Pre- Post- Charge- Capitalized Loan Category: Multi-family 2 5.61 % 5.61 % $ — $ — Commercial real estate 2 6.71 5.54 334 — One-to-four 1 5.75 4.27 18 22 Acquisition, development, and construction 2 7.00 7.00 — — Commercial and industrial 1 5.00 5.00 — — Total 8 $ 352 $ 22 At December 31, 2016, none of the loans that had been modified as a TDR during the twelve months ended at that date were in payment default. At December 31, 2015, one home equity loan in the amount of $143,000 that had been modified as a TDR during the twelve months ended at that date was in payment default. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms. The Company does not consider a payment to be in default when the loan is in forbearance, or otherwise granted a delay of payment, when the agreement to forebear or allow a delay of payment is part of a modification. Subsequent to the modification, the loan is not considered to be in default until payment is contractually past due in accordance with the modified terms. However, the Company does consider a loan with multiple modifications or forbearance periods to be in default, and would also consider a loan to be in default if the borrower were in bankruptcy or if the loan were partially charged off subsequent to modification. Covered Loans The following table presents the carrying value of covered loans acquired in the AmTrust and Desert Hills acquisitions as of December 31, 2016: (dollars in thousands) Amount Percent of Loan Category: One-to-four $ 1,609,635 94.8 % Other loans 88,498 5.2 Total covered loans $ 1,698,133 100.0 % The Company refers to certain loans acquired in the AmTrust and Desert Hills transactions as “covered loans” because the Company is being reimbursed for a substantial portion of losses on these loans under the terms of the FDIC loss sharing agreements. Covered loans are accounted for under ASC 310-30 310-30, At December 31, 2016 and 2015, the unpaid principal balance of covered loans was $2.1 billion and $2.5 billion, respectively. The carrying value of such loans was $1.7 billion and $2.1 billion at the corresponding dates. At the respective acquisition dates, the Company estimated the fair values of the AmTrust and Desert Hills loan portfolios, which represented the expected cash flows from the portfolios, discounted at market-based rates. In estimating such fair values, the Company: (a) calculated the contractual amount and timing of undiscounted principal and interest payments (the “undiscounted contractual cash flows”); and (b) estimated the expected amount and timing of undiscounted principal and interest payments (the “undiscounted expected cash flows”). The amount by which the undiscounted expected cash flows exceed the estimated fair value (the “accretable yield”) is accreted into interest income over the lives of the loans. The amount by which the undiscounted contractual cash flows exceed the undiscounted expected cash flows is referred to as the “non-accretable non-accretable The accretable yield is affected by changes in interest rate indices for variable rate loans, changes in prepayment assumptions, and changes in expected principal and interest payments over the estimated lives of the loans. Changes in interest rate indices for variable rate loans increase or decrease the amount of interest income expected to be collected, depending on the direction of interest rates. Prepayments affect the estimated lives of covered loans and could change the amount of interest income and principal expected to be collected. Changes in expected principal and interest payments over the estimated lives of covered loans are driven by the credit outlook and by actions that may be taken with borrowers. On a quarterly basis, the Company evaluates the estimates of the cash flows it expects to collect. Expected future cash flows from interest payments are based on variable rates at the time of the quarterly evaluation. Estimates of expected cash flows that are impacted by changes in interest rate indices for variable rate loans and prepayment assumptions are treated as prospective yield adjustments and included in interest income. In the twelve months ended December 31, 2016, changes in the accretable yield for covered loans were as follows: (in thousands) Accretable Yield Balance at beginning of period $ 803,145 Reclassification to non-accretable (24,396 ) Accretion (131,279 ) Balance at end of period $ 647,470 In the preceding table, the line item “Reclassification to non-accretable Reflecting the foreclosure of certain loans acquired in the AmTrust and Desert Hills acquisitions, the Company owns certain OREO that is covered under its loss sharing agreements with the FDIC (“covered OREO”). Covered OREO was initially recorded at its estimated fair value on the respective dates of acquisition, based on independent appraisals, less the estimated selling costs. Any subsequent write-downs due to declines in fair value have been charged to non-interest non-interest The FDIC loss share receivable represents the present value of the estimated losses to be reimbursed by the FDIC. The estimated losses were based on the same cash flow estimates used in determining the fair value of the covered loans. The FDIC loss share receivable is reduced as losses on covered loans are recognized and as loss sharing payments are received from the FDIC. Realized losses in excess of acquisition-date estimates result in an increase in the FDIC loss share receivable. Conversely, if realized losses are lower than the acquisition-date estimates, the FDIC loss share receivable is reduced by amortization to interest income. At December 31, 2016 and 2015, respectively, the Company held residential mortgage loans of $78.6 million and $102.9 millionthat were in the process of foreclosure. The vast majority of such loans were covered loans. The following table presents information regarding the Company’s covered loans that were 90 days or more past due at December 31, 2016 and 2015: December 31, (in thousands) 2016 2015 Covered Loans 90 Days or More Past Due: One-to-four $ 124,820 $ 130,626 Other loans 6,645 6,556 Total covered loans 90 days or more past due $ 131,465 $ 137,182 The following table presents information regarding the Company’s covered loans that were 30 to 89 days past due at December 31, 2016 and 2015: December 31, (in thousands) 2016 2015 Covered Loans 30-89 One-to-four $ 21,112 $ 30,455 Other loans 1,536 2,369 Total covered loans 30-89 $ 22,648 $ 32,824 At December 31, 2016, the Company had $22.6 million of covered loans that were 30 to 89 days past due, and covered loans of $131.5 million that were 90 days or more past due but considered to be performing due to the application of the yield accretion method under ASC 310-30. Loans that may have been classified as non-performing non-performing non-accretable 310-30 The primary credit quality indicator for covered loans is the expectation of underlying cash flows. In the twelve months ended December 31, 2016 and 2015, the Company recovered losses on covered loans of $7.7 million and $11.7 million, respectively. The respective recoveries were largely due to an increase in expected cash flows in the acquired portfolios of one-to-four “Non-interest |