6. LOANS

The following table sets forth the major classifications of loans:

(In thousands)	March 31, 2014			December 31, 2013
Commercial real estate mortgage loans	$	521,758		$	484,900
Multi-family mortgage loans	144,297			107,488
Residential real estate mortgage loans	164,596			153,417
Commercial, financial, and agricultural loans	248,004			209,452
Real estate-construction and land loans	44,634			46,981
Installment/consumer loans	10,702			9,287
Total loans	1,133,991			1,011,525
Net deferred loan costs and fees	1,739			1,738
	1,135,730			1,013,263
Allowance for loan losses	(16,369		)	(16,001		)
Net loans	$	1,119,361		$	997,262

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 $87.4 million of acquired loans recorded at their fair value. There were approximately $83 million of acquired FNBNY loans remaining as of March 31, 2014.

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 and industrial loans, land loans and consumer loans. The Bank considers its primary lending area to be eastern Long Island in Suffolk County, New York, 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 owner-occupied 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. 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 can 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 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: Loans classified as pass include current loans performing in accordance with contractual terms, pools of homogenous residential real estate and installment/consumer loans that are not individually risk rated and loans which do not exhibit certain risk factors that require greater than usual monitoring by management.

Special mention: Loans classified as special mention, while generally not delinquent, have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank’s credit position at some future date.

Substandard: Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. There is a distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in a substandard loan, and may also be at delinquency status and have defined weaknesses based on currently existing facts, conditions and values making collection or liquidation in full highly questionable and improbable.

The following table represents loans by class categorized by internally assigned risk grades as of March 31, 2014 and December 31, 2013:

Grades:

March 31, 2014

Pass

Special Mention

Substandard

Doubtful

Total

(In thousands)

Commercial real estate:

Owner occupied

189,319

11,444

8,787

—

209,550

Non-owner occupied

302,759

5,537

3,912

—

312,208

Multi-Family

138,310

2,674

3,313

—

144,297

Residential real estate:

Residential mortgage

92,900

259

2,504

95,663

Home equity

65,965

1,081

1,887

68,933

Commercial:

Secured

81,683

2,958

2,172

—

86,813

Unsecured

155,903

4,286

1,002

—

161,191

Real estate construction and land loans

44,264

—

370

—

44,634

Installment/consumer loans

10,459

144

—

10,702

Total loans

1,081,562

28,383

24,046

—

1,133,991

At March 31, 2014 there were $2.7 million and $4.9 million, respectively, of acquired FNBNY loans included in the special mention and substandard grades.

	Grades:
December 31, 2013	Pass		Special Mention		Substandard		Doubtful		Total
(In thousands)
Commercial real estate:
Owner occupied	$	164,502	$	11,828	$	7,336	$	—	$	183,666
Non-owner occupied	291,758		5,490		3,986		—		301,234
Multi-family loans	107,488		—		—		—		107,488
Residential real estate:
First lien	87,288		264		2,847		—		90,399
Home equity	60,285		1,014		1,719		—		63,018
Commercial:
Secured	69,475		4,320		2,175		—		75,970
Unsecured	128,655		3,749		1,078		—		133,482
Real estate construction and land loans	46,311		—		670		—		46,981
Installment/consumer loans	9,144		44		99		—		9,287
Total loans	$	964,906	$	26,709	$	19,910	$	—	$	1,011,525

Past Due and Nonaccrual Loans

The following table represents the aging of the recorded investment in past due loans as of March 31, 2014 and December 31, 2013 by class of loans, as defined by ASC 310-10:

Aging Analysis of Past Due Loans

March 31, 2014

30-59
Days
Past
Due

60-89
Days
Past
Due

>90 Days
Past Due
and
Accruing

Nonaccrual
Including 90
Days or
More Past
Due

Total Past
Due and
Nonaccrual

Current

Total Loans

(In thousands)

Commercial real estate:

Owner occupied

—

195

585

1,662

2,442

207,108

209,550

Non-owner occupied

192

370

—

655

311,553

312,208

Multi-Family

983

—

488

—

1,471

142,826

144,297

Residential real estate:

Residential mortgages

—

1,279

94,384

95,663

Home equity

337

155

797

1,339

67,594

68,933

Commercial:

Secured

—

86,766

86,813

Unsecured

712

—

747

160,444

161,191

Real estate construction and land loans

—

44,634

Installment/consumer loans

—

10,641

10,702

Total loans

2,179

468

1,598

3,796

8,041

1,125,950

1,133,991

At March 31, 2014 there were $1.6 million of FNBNY acquired loans 30-59 days past due. All loans 90 days or more past due that are still accruing interest represent loans that were acquired from FNBNY and Hamptons State Bank and 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.

December 31, 2013	30-59 Days Past Due		60-89 Days Past Due		>90 Days Past Due and Accruing		Nonaccrual Including 90 Days or More Past Due		Total Past Due and Nonaccrual		Current		Total Loans
(In thousands)
Commercial real estate:
Owner occupied	$	327	$	201	$	1	$	1,072	$	1,601	$	182,065	$	183,666
Non-owner occupied	—		193		—		617		810		300,424		301,234
Multi-family loans	—		—		—		—		—		107,488		107,488
Residential real estate:
First lien	329		—		—		1,286		1,615		88,784		90,399
Home equity	341		127		—		767		1,235		61,783		63,018
Commercial:
Secured	—		—		—		58		58		75,912		75,970
Unsecured	—		20		—		21		41		133,441		133,482
Real estate construction and land loans	—		—		—		—		—		46,981		46,981
Installment/consumer loans	5		6		—		—		11		9,276		9,287
Total loans	$	1,002	$	547	$	1	$	3,821	$	5,371	$	1,006,154	$	1,011,525

Impaired Loans

As of March 31, 2014 and December 31, 2013, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $8.5 million and $8.9 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 restructured (“TDR”) loans. 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. These methods of fair value measurement for impaired loans are considered level 3 within the fair value hierarchy described in FASB ASC 820-10-50-5.

For individually impaired loans, the following tables set forth by class of loans at March 31, 2014 and December 31, 2013 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 months ended March 31, 2014 and 2013:

	March 31, 2014						Three Months Ended March 31, 2014
(In thousands)	Recorded Investment		Unpaid Principal Balance		Related Allocated Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial real estate:
Owner occupied	$	4,285	$	4,670	$	—	$	4,301	$	29
Non-owner occupied	916		916		—		916		15
Residential real estate:
Residential mortgages	1,127		1,882		—		1,128		—
Home equity	593		950		—		593		—
Commercial:
Secured	345		345		—		348		6
Unsecured	169		169		—		172		3
Real estate construction and land loans	—		—		—		—		—
Installment/consumer loans	—		—		—		—		—
Total with no related allowance recorded		7,435		8,932		—		7,458		53

With an allowance recorded:
Commercial real estate - Owner occupied		720		720		95		720		—
Residential real estate - Residential mortgage	152		156		44		152		—
Residential real estate - Home equity	204		216		91		204		—
Total with an allowance recorded:		1,076		1,092		230		1,076		—

Total:
Commercial real estate:
Owner occupied		5,005		5,390		95		5,021		29
Non-owner occupied	916		916		—		916		15
Residential real estate:
Residential mortgages	1,279		2,038		44		1,280		—
Home equity	797		1,166		91		797		—
Commercial:
Secured	345		345		—		348		6
Unsecured	169		169		—		172		3
Real estate construction and land loans	—		—		—		—		—
Installment/consumer loans	—		—		—		—		—
Total	$	8,511	$	10,024	$	230	$	8,534	$	53

							Three Months Ended
	December 31, 2013						March 31, 2013
(In thousands)	Recorded Investment		Unpaid Principal Balance		Related Allocated Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial real estate:
Owner occupied	$	3,696	$	3,805	$	—	$	3,846	$	29
Non-owner occupied	917		917		—		916		15
Residential real estate:
First lien	1,463		2,213		—		1,641		6
Home equity	689		1,046		—		891		—
Commercial:
Secured	352		352		—		477		7
Unsecured	174		—		—		65		1
Total with no related allowance recorded	7,291		8,333		—		7,836		58

With an allowance recorded:
Commercial real estate - Owner occupied	720		720		94		—		—
Commercial real estate - Non-owner occupied	617		617		22		207		3
Residential real estate - First lien	152		156		42		—		—
Residential real estate - Home equity	78		89		80		84		—
Commercial - Unsecured	—		—		—		358		—
Total with an allowance recorded:	1,567		1,582		238		649		3

Total:
Commercial real estate:
Owner occupied	4,416		4,525		94		3,846		29
Non-owner occupied	1,534		1,534		22		1,123		18
Residential real estate:
First lien	1,615		2,369		42		1,641		6
Home equity	767		1,135		80		975		—
Commercial:
Secured	352		352		—		477		7
Unsecured	174		—		—		423		1
Total	$	8,858	$	9,915	$	238	$	8,485	$	61

The Bank had no other real estate owned at March 31, 2014 and $2.2 million at December 31, 2013, respectively.

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.

The following table presents loans by class modified as troubled debt restructurings that occurred during the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014					2013
(In thousands)	Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post - Modification Outstanding Recorded Investment		Number of Contracts	Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Commercial real estate:
Non-owner occupied	—	$	—	$	—	1	$	620	$	620
Commercial:
Unsecured	—	—		—		1	33		33
Total loans	—	$	—	$	—	2	$	653	$	653

There were no TDRs or charge offs relating to TDRs during the quarter ending March 31, 2014. There were no loans modified as TDRs for which there was a payment default within twelve months following the modification for the three months ended March 31, 2013 and 2014. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

As of March 31, 2014 and December 31, 2013, the Company had $1.7 million and $2.0 million, respectively of nonaccrual TDR loans and $4.8 million and $5.1 million, respectively of performing TDRs. At March 31, 2014 and December 31, 2013, total nonacrrual TDR loans are secured with collateral that has an appraised value of $2.3 million and $2.3 million, respectively.

The terms of certain other loans were modified during the quarter ending March 31, 2014 that did not meet the definition of a TDR. These loans have a total recorded investment as of March 31, 2014 of $0.004 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 principle 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. This policy is based on the following general themes;

1. The loans were acquired in a business combination;

2. The acquisition of the loans will result in recognition of a discount attributable, at least in part, to credit quality; and

3. The loans are not subsequently accounted for at fair value

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 had contractually required principal and interest payments receivable of $44.6 million; expected cash flows of $30.0 million; and a fair value (initial carrying amount) of $22.8 million. The difference between the contractually required principal and interest payments receivable and the expected cash flows ($14.6 million) represented the non-accretable difference. The difference between the expected cash flows and fair value ($7.2) million represented the initial accretable yield. At March 31, 2014, the outstanding principal balance and carrying amount of the purchased credit impaired loans was $22.5 million with a remaining non-accretable difference of $14.6 million.

The following table summarizes the activity in the accretable yield for the purchased credit impaired loans for the three months ended March 31, 2014:

	Three Months Ended
(In thousands)	March 31, 2014
Balance at beginning of period	$	—
Accretable discount arising from acquisition of PCI loans	7,154
Accretion	(288		)
Reclassification from (to) non-accretable difference during the period	—
Other changes in expected cash flows	—
Accretable discount at end of period	$	6,866