LOANS

6 Months Ended

Jun. 30, 2015

LOANS

LOANS

6. LOANS

The following table sets forth the major classifications of loans:

	June 30, 2015			December 31, 2014
(In thousands)
Commercial real estate mortgage loans	$	1,006,333		$	595,397
Multi-family mortgage loans		298,370			218,985
Residential real estate mortgage loans		378,451			156,156
Commercial, financial, and agricultural loans		482,183			291,743
Real estate-construction and land loans		82,792			63,556
Installment/consumer loans		14,526			10,124
Total loans		2,262,655			1,335,961
Net deferred loan costs and fees		2,621			2,366
		2,265,276			1,338,327
Allowance for loan losses		(18,818	)		(17,637	)
Net loans	$	2,246,458		$	1,320,690

On June 19, 2015, the Company completed the acquisition of Community National Bank (“CNB”) resulting in the addition of $736.3 million of acquired loans recorded at their fair value. There were approximately $734.3 million of acquired CNB loans remaining as of June 30, 2015.

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 $48.2 million of acquired FNBNY loans remaining as of June 30, 2015.

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 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 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 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 June 30, 2015 and December 31, 2014:

	Grades:
June 30, 2015	Pass		Special Mention		Substandard		Doubtful		Total
(In thousands)
Commercial real estate:
Owner occupied	$	445,106	$	4,526	$	3,900	$	—	$	453,532
Non-owner occupied		548,380		1,313		3,108		—		552,801
Multi-Family		298,341		3		26		—		298,370
Residential real estate:
Residential mortgage		307,368		—		858		—		308,226
Home equity		68,317		522		1,386		—		70,225
Commercial:
Secured		118,107		176		2,196		—		120,479
Unsecured		354,686		3,817		3,201		—		361,704
Real estate construction and land loans		82,792		—		—		—		82,792
Installment/consumer loans		14,425		—		101		—		14,526
Total loans	$	2,237,522	$	10,357	$	14,776	$	—	$	2,262,655

	Grades:
December 31, 2014	Pass		Special Mention		Substandard		Doubtful		Total
(In thousands)
Commercial real estate:
Owner occupied	$	243,512	$	7,133	$	5,963	$	—	$	256,608
Non-owner occupied		334,790		171		3,828		—		338,789
Multi-Family		217,855		202		928		—		218,985
Residential real estate:
Residential mortgage		88,405		—		1,613				90,018
Home equity		64,994		212		932				66,138
Commercial:
Secured		91,007		621		2,339		—		93,967
Unsecured		191,942		4,168		1,666		—		197,776
Real estate construction and land loans		63,190		—		366		—		63,556
Installment/consumer loans		9,921		100		103		—		10,124
Total loans	$	1,305,616	$	12,607	$	17,738	$	—	$	1,335,961

 Past Due and Nonaccrual Loans

The following table represents the aging of the recorded investment in past due loans as of June 30, 2015 and December 31, 2014 by class of loans, as defined by ASC 310-10:

June 30, 2015	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	$	—	$	397	$	890	$	564	$	1,851	$	451,681		453,532
Non-owner occupied		174		—		—		—		174		552,627		552,801
Multi-Family		677		—				—		677		297,693		298,370
Residential real estate:
Residential mortgages		433		—		—		66		499		307,727		308,226
Home equity		466		—		151		1,296		1,913		68,312		70,225
Commercial and Industrial:
Secured		50		—		201		—		251		120,228		120,479
Unsecured		362		—		—		45		407		361,297		361,704
Real estate construction and land loans		—		—		—		—		—		82,792		82,792
Installment/consumer loans		4		—		—		2		6		14,520		14,526
Total loans	$	2,166	$	397	$	1,242	$	1,973	$	5,778	$	2,256,877	$	2,262,655

December 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	$	—	$	184	$	—	$	595	$	779	$	255,829		256,608
Non-owner occupied		181		—		10		10		201		338,588		338,789
Multi-Family		—		—		—		—		—		218,985		218,985
Residential real estate:
Residential mortgages		—		—		—		143		143		89,875		90,018
Home equity		919		—		134		374		1,427		64,711		66,138
Commercial and Industrial:
Secured		—		—		—		—		—		93,967		93,967
Unsecured		25		—		—		222		247		197,529		197,776
Real estate construction and land loans		—		—		—		—		—		63,556		63,556
Installment/consumer loans		1		—		—		3		4		10,120		10,124
Total loans	$	1,126	$	184	$	144	$	1,347	$	2,801	$	1,333,160	$	1,335,961

At June 30, 2015 there were $1.1 million of CNB acquired loans 30-59 days past due and $0.4 million 60-89 days past due and no FNBNY past due loans at June 30, 2015 and December 31, 2014, respectively. All loans 90 days or more past due that are still accruing interest represent purchased credit impaired 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

As of June 30, 2015 and December 31, 2014, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $3.7 million and $6.2 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 June 30, 2015 and December 31, 2014 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 six months and three months ended June 30, 2015 and 2014:

	June 30, 2015						Three Months Ended June 30, 2015				Six Months Ended June 30, 2015
	Recorded Investment		Unpaid Principal Balance		Related Allocated Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
(In thousands)
With no related allowance recorded:
Commercial real estate:
Owner occupied	$	713	$	1,194	$	—	$	721	$	2	$	729	$	5
Non-owner occupied		940		940		—		942		16		945		31
Residential real estate:
Residential mortgages		66		74		—		67		—		68		—
Home equity		1,145		1,375		—		1,163		—		870		—
Commercial:
Secured		112		112		—		113		2		80		2
Unsecured		98		98		—		101		4		107		4
Total with no related allowance recorded		3,074		3,793		—		3,107		24		2,799		42
With an allowance recorded:
Commercial real estate - Non-owner occupied		320		320		88		321		4		321		7
Residential real estate - Home equity		150		150		150		150		—		100		—
Commercial-Unsecured		126		126		4		129		2		134		5
Total with an allowance recorded:		596		596		242		600		6		555		12
Total:
Commercial real estate:
Owner occupied		713		1,194		—		721		2		729		5
Non-owner occupied		1,260		1,260		88		1,263		20		1,266		38
Residential real estate:
Residential mortgages		66		74		—		67		—		68		—
Home equity		1,295		1,525		150		1,313		—		970		—
Commercial:
Secured		112		112		—		113		2		80		2
Unsecured		224		224		4		230		6		241		9
Total	$	3,670	$	4,389	$	242	$	3,707	$	30	$	3,354	$	54

	December 31, 2014						Three Months Ended June 30, 2014				Six Months Ended June 30, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allocated Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
(In thousands)
With no related allowance recorded:
Commercial real estate:
Owner occupied	$	3,562	$	3,707	$	—	$	3,957	$	28	$	4,061	$	56
Non-owner occupied		1,251		1,568		—		965		16		967		32
Residential real estate:
Residential mortgages		143		231		—		834		—		981		—
Home equity		169		377		—		576		—		584		—
Commercial:
Secured		345		345		—		358		6		359		13
Unsecured		—		—		—		162		3		167		6
Total with no related allowance recorded		5,470		6,228		—		6,852		53		7,119		107
With an allowance recorded:
Commercial real estate - Non-owner occupied		323		323		23		—		—		—		—
Residential real estate - Residential mortgage		—		—		—		152		—		152		—
Residential real estate - Home equity		72		89		72		202		—		203		—
Commercial-Unsecured		337		339		79		—		—		—		—
Total with an allowance recorded:		732		751		174		354		—		355		—
Total:
Commercial real estate:
Owner occupied		3,562		3,707		—		3,957		28		4,061		56
Non-owner occupied		1,574		1,891		23		965		16		967		32
Residential real estate:
Residential mortgages		143		231		—		986		—		1,133		—
Home equity		241		466		72		778		—		787		—
Commercial:
Secured		345		345		—		358		6		359		13
Unsecured		337		339		79		162		3		167		6
Total	$	6,202	$	6,979	$	174	$	7,206	$	53	$	7,474	$	107

The Bank had no other real estate owned at June 30, 2015 and December 31, 2014, 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.

During the six months ended June 30, 2015, the Bank modified two commercial loans as TDRs with pre and post modification balances totaling $0.1 million. During the six months ended June 30, 2014 there were no loans modified as TDRs. There were no loans modified as TDRs during the three months ended June 30, 2015 or June 30, 2014.

There were no charge offs relating to TDRs during the six months ended June 30, 2015 or June 30, 2014. There were no loans modified as TDRs for which there was a payment default within twelve months following the modification for the six months ended June 30, 2015 and June 30, 2014, respectively. 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, 2015 and December 31, 2014, the Company had $0.4 million and $0.5 million, respectively of nonaccrual TDR loans and $1.7 million and $5.0 million, respectively of performing TDRs. At June 30, 2015 and December 31, 2014, total nonaccrual TDR loans are secured with collateral that has an appraised value of $1.9 million and $2.3 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 quarter ended June 30, 2015 that did not meet the definition of a TDR. These loans have a total recorded investment as of June 30, 2015 of $7.7 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 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, 2015, the contractually required principal and interest payments receivable of the purchased credit impaired loans was $17.8 million with a remaining non-accretable difference of $2.0 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 $8.2 million; expected cash flows of $3.0 million; and a fair value (initial carrying amount) of $2.7 million. The difference between the contractually required principal and interest payments receivable and the expected cash flows ($5.2 million) represented the non-accretable difference. The difference between the expected cash flows and fair value ($0.3) million represented the initial accretable yield. At June 30, 2015, the contractually required principal and interest payments receivable of the purchased credit impaired loans was $8.2 million with a remaining non-accretable difference of $5.2 million. Considering the closing date of the transaction, the amounts presented are preliminary and subject to adjustment as fair value assessments are finalized. Refer to Note 14. “Business Combinstions,” for details related to the CNB acquisiton.

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)	2015			2014			2015			2014
Balance at beginning of period	$	7,560		$	6,866		$	8,432		$	—
Accretable discount arising from acquisition of PCI loans		259			—			259			6,866
Accretion		(1,406	)		(200	)		(2,658	)		(488	)
Reclassificiation from (to) nonaccretable difference during the period		1,117			948			1,497			1,307
Other		—						—			(71	)
Accretable discount at end of period	$	7,530		$	7,614		$	7,530		$	7,614