FFIC 10-Q Quarter ended March 31, 2016

i

(Dollars in thousands, except per share data)		March 31, 2016				December 31, 2015
ASSETS
Cash and due from banks		$	51,417			$	42,363
Securities held-to-maturity:
Other securities (none pledged) (fair value of $7,885 and $6,180  at March 31, 2016 and December 31, 2015, respectively)			7,885				6,180
Securities available for sale:
Mortgage-backed securities (including assets pledged of $523,749 and $496,121 at March 31, 2016 and December 31, 2015, respectively; $2,403 and $2,527 at fair value pursuant to the fair value option at March 31, 2016 and December 31, 2015, respectively.)			668,412				668,740
Other securities (including assets pledged of $74,885 and none at March 31, 2016 and December 31, 2015, respectively; $28,361 and $28,205 at fair value pursuant to the fair value option at March 31, 2016 and December 31, 2015, respectively)			372,851				324,657
Loans:
Multi-family residential			2,039,794				2,055,228
Commercial real estate			1,058,028				1,001,236
One-to-four family ― mixed-use property			571,846				573,043
One-to-four family ― residential			191,158				187,838
Co-operative apartments			8,182				8,285
Construction			7,472				7,284
Small Business Administration			14,701				12,194
Taxi medallion			20,757				20,881
Commercial business and other			531,322				506,622
Net unamortized premiums and unearned loan fees			15,281				15,368
Allowance for loan losses			(21,993	)			(21,535	)
Net loans			4,436,548				4,366,444
Interest and dividends receivable			19,369				18,937
Bank premises and equipment, net			25,130				25,622
Federal Home Loan Bank of New York stock			53,368				56,066
Bank owned life insurance			114,405				115,536
Goodwill			16,127				16,127
Other assets			47,555				63,962
Total assets		$	5,813,067			$	5,704,634
LIABILITIES
Due to depositors:
Non-interest bearing		$	280,450			$	269,469
Interest-bearing:
Certificate of deposit accounts			1,362,062				1,403,302
Savings accounts			268,057				261,748
Money market accounts			485,774				472,489
NOW accounts			1,610,932				1,448,695
Total interest-bearing deposits			3,726,825				3,586,234
Mortgagors' escrow deposits			56,612				36,844
Borrowed funds ($ 27,977 and $29,018 at fair value pursuant to the fair value option at March 31, 2016 and December 31, 2015, respectively)			1,074,789				1,155,676
Securities sold under agreements to repurchase			116,000				116,000
Other liabilities			70,612				67,344
Total liabilities			5,325,288				5,231,567
Commitments and contingencies (Note 5)
STOCKHOLDERS' EQUITY
Preferred stock ($0.01 par value; 5,000,000 shares authorized; None issued)			-				-
Common stock ($0.01 par value; 100,000,000 shares authorized; 31,530,595 shares issued at March 31, 2016 and December 31, 2015; 28,986,566 shares and 28,830,558 shares outstanding at March 31, 2016 and December 31, 2015, respectively)			315				315
Additional paid-in capital			211,735				210,652
Treasury stock, at average cost (2,544,029 shares and 2,700,037 shares at March 31, 2016 and December 31, 2015, respectively)			(46,307	)			(48,868	)
Retained earnings			320,725				316,530
Accumulated other comprehensive income (loss), net of taxes			1,311				(5,562	)
Total stockholders' equity			487,779				473,067
Total liabilities and stockholders' equity		$	5,813,067			$	5,704,634

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		For the three months ended March 31,
(Dollars in thousands, except per share data)		2016				2015
Interest and dividend income
Interest and fees on loans		$	47,558			$	43,534
Interest and dividends on securities:
Interest			6,592				5,870
Dividends			119				118
Other interest income			94				21
Total interest and dividend income			54,363				49,543
Interest expense
Deposits			7,973				7,458
Other interest expense			5,257				4,531
Total interest expense			13,230				11,989
Net interest income			41,133				37,554
Benefit for loan losses			-				(734	)
Net interest income after benefit for loan losses			41,133				38,288
Non-interest income
Banking services fee income			976				884
Net gain on sale of loans			341				2
Net loss from fair value adjustments			(987	)			(595	)
Federal Home Loan Bank of New York stock dividends			623				518
Gain from life insurance proceeds			411				-
Bank owned life insurance			695				717
Other income			481				404
Total non-interest income			2,540				1,930
Non-interest expense
Salaries and employee benefits			16,261				14,666
Occupancy and equipment			2,370				2,713
Professional services			2,150				1,779
FDIC deposit insurance			904				749
Data processing			1,091				1,075
Depreciation and amortization			1,032				668
Other real estate owned/foreclosure expense			153				520
Other operating expenses			4,536				3,769
Total non-interest expense			28,497				25,939
Income before income taxes			15,176				14,279
Provision for income taxes
Federal			4,747				4,252
State and local			868				1,294
Total taxes			5,615				5,546
Net income		$	9,561			$	8,733
Basic earnings per common share		$	0.33			$	0.30
Diluted earnings per common share		$	0.33			$	0.30
Dividends per common share		$	0.17			$	0.16

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		For the three months ended March 31,
(In thousands)		2016				2015
Net income		$	9,561			$	8,733
Other comprehensive income, net of tax:
Amortization of actuarial losses, net of taxes of ($83) and ($133) for  the three months ended March 31, 2016 and 2015, respectively			109				174
Amortization of prior service credits, net of taxes of $5 and $5 for the three months ended March 31, 2016 and 2015, respectively			(6	)			(6	)
Net unrealized gains on securities, net of taxes of ($5,028) and ($3,293) for the three months ended March 31, 2016 and 2015, respectively			6,770				4,332
Total other comprehensive income, net of tax			6,873				4,500
Comprehensive income		$	16,434			$	13,233

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		For the three months ended March 31,
(In thousands)		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	9,561			$	8,733
Adjustments to reconcile net income to net cash provided by operating activities:
Benefit for loan losses			-				(734	)
Depreciation and amortization of bank premises and equipment			1,032				668
Amortization of premium, net of accretion of discount			2,189				2,143
Net loss from fair value adjustments			987				595
Net gain from sale of loans			(341	)			(2	)
Income from bank owned life insurance			(695	)			(717	)
Gain from life insurance proceeds			(411	)			-
Stock-based compensation expense			2,989				2,778
Deferred compensation			(1,774	)			(1,392	)
Excess tax benefit from stock-based payment arrangements			(303	)			(318	)
Deferred income tax provision			1,570				1,925
Decrease in other liabilities			(2,006	)			(4,403	)
Decrease in other assets			3,798				3,336
Net cash provided by operating activities			16,596				12,612
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of bank premises and equipment			(540	)			(5,229	)
Net (purchases) redemptions of Federal Home Loan Bank of New York shares			2,698				(3,564	)
Purchases of securities held-to-maturity			(2,330	)			-
Proceeds from maturities of securities held-to-maturity			2,000				-
Purchases of securities available for sale			(58,472	)			(48,962	)
Proceeds from maturities and prepayments of securities available for sale			21,316				31,019
Proceeds from bank owned life insurance			2,237				-
Net originations of loans			(53,836	)			(59,071	)
Purchases of loans			(12,000	)			(111,296	)
Proceeds from sale of real estate owned			853				1,594
Proceeds from sale of loans			5,915				1,522
Net cash used in investing activities			(92,159	)			(193,987	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in non-interest bearing deposits			10,981				(5,750	)
Net increase in interest-bearing deposits			140,370				84,816
Net increase in mortgagors' escrow deposits			19,768				18,222
Net proceeds (repayments) from short-term borrowed funds			(90,000	)			41,500
Proceeds from long-term borrowings			81,758				47,706
Repayment of long-term borrowings			(71,727	)			(10,000	)
Purchases of treasury stock			(1,885	)			(3,876	)
Excess tax benefit from stock-based payment arrangements			303				318
Proceeds from issuance of common stock upon exercise of stock options			19				-
Cash dividends paid			(4,970	)			(4,722	)
Net cash provided by financing activities			84,617				168,214
Net increase (decrease) in cash and cash equivalents			9,054				(13,161	)
Cash and cash equivalents, beginning of period			42,363				34,265
Cash and cash equivalents, end of period		$	51,417			$	21,104
SUPPLEMENTAL CASH  FLOW DISCLOSURE
Interest paid		$	12,921			$	11,948
Income taxes paid			1,000				1,596
Taxes paid if excess tax benefits were not tax deductible			1,303				1,914
Non-cash activities:
Securities purchased not yet settled			1,375				9,877
Loans transferred to Other Real Estate Owned			533				483
Loans provided for the sale of Other Real Estate Owned			-				175

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(Dollars in thousands, except per share data)		Total				Common Stock				Additional Paid-in Capital				Retained Earnings				Treasury Stock				Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2015		$	473,067			$	315			$	210,652			$	316,530			$	(48,868	)		$	(5,562	)
Net Income			9,561				-				-				9,561				-				-
Award of common shares released from Employee Benefit Trust (129,831 shares)			1,851				-				1,851				-				-				-
Vesting of restricted stock unit awards (245,111 shares)			-				-				(4,047	)			(396	)			4,443				-
Exercise of stock options (18,200 shares)			19				-				16				-				3				-
Stock-based compensation expense			2,960				-				2,960				-				-				-
Stock-based income tax benefit			303				-				303				-				-				-
Purchase of treasury shares (15,300 shares)			(303	)			-				-				-				(303	)			-
Repurchase of shares to satisfy tax obligation (76,656 shares)			(1,582	)			-				-				-				(1,582	)			-
Dividends on common stock ($0.17 per share)			(4,970	)			-				-				(4,970	)			-				-
Other comprehensive income			6,873				-				-				-				-				6,873
Balance at March 31, 2016		$	487,779			$	315			$	211,735			$	320,725			$	(46,307	)		$	1,311
Balance at December 31, 2014		$	456,247			$	315			$	206,437			$	289,623			$	(37,221	)		$	(2,907	)
Net Income			8,733				-				-				8,733				-				-
Award of common shares released from Employee Benefit Trust (136,114 shares)			1,917				-				1,917				-				-				-
Vesting of restricted stock unit awards (204,110 shares)			-				-				(3,074	)			(503	)			3,577				-
Exercise of stock options (1,100 shares)			-				-				1				-				(1	)			-
Stock-based compensation expense			2,769				-				2,769				-				-				-
Stock-based income tax benefit			318				-				318				-				-				-
Purchase of treasury shares (142,315 shares)			(2,766	)			-				-				-				(2,766	)			-
Repurchase of shares to satisfy tax obligation (58,461 shares)			(1,110	)			-				-				-				(1,110	)			-
Dividends on common stock ($0.16 per share)			(4,722	)			-				-				(4,722	)			-				-
Other comprehensive income			4,500				-				-				-				-				4,500
Balance at March 31, 2015		$	465,886			$	315			$	208,368			$	293,131			$	(37,521	)		$	1,593

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1.

Basis of Presentation

The primary business of Flushing Financial Corporation (the “Holding Company”), a Delaware corporation, is the operation of its wholly-owned subsidiary, Flushing Bank (the “Bank”).

The unaudited consolidated financial statements presented in this Quarterly Report on Form 10-Q (“Quarterly Report”) include the collective results of the Holding Company and its direct and indirect wholly-owned subsidiaries, including the Bank, Flushing Preferred Funding Corporation, Flushing Service Corporation, and FSB Properties Inc., which are collectively herein referred to as “we,” “us,” “our” and the “Company.”

The Holding Company also owns Flushing Financial Capital Trust II, Flushing Financial Capital Trust III, and Flushing Financial Capital Trust IV (the “Trusts”), which are special purpose business trusts. The Trusts are not included in the Company’s consolidated financial statements as the Company would not absorb the losses of the Trusts if any losses were to occur.

The accompanying unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for such presented periods of the Company. Such adjustments are of a normal recurring nature, unless otherwise disclosed in this Quarterly Report. All inter-company balances and transactions have been eliminated in consolidation. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for the full year.

The accompanying unaudited consolidated financial statements have been prepared in conformity with the instructions to Quarterly Report on Form 10-Q and Article 10, Rule 10-01 of Regulation S-X for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated interim financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

2.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowance for loan losses (“ALLL”), the evaluation of goodwill for impairment, the review of the need for a valuation allowance of the Company’s deferred tax assets, the fair value of financial instruments including the evaluation of other-than-temporary impairment (“OTTI”) on securities. Actual results could differ from these estimates.

3.

Earnings Per Share

Basic earnings per common share is computed by dividing net income available to common shareholders by the total weighted average number of common shares outstanding, which includes unvested participating securities. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and as such are included in the calculation of earnings per share. The Company’s unvested restricted stock unit awards are considered participating securities. Therefore, weighted average common shares outstanding used for computing basic earnings per common share includes common shares outstanding plus unvested restricted stock unit awards. The computation of diluted earnings per share includes the additional dilutive effect of stock options outstanding and other common stock equivalents during the period. Common stock equivalents that are anti-dilutive are not included in the computation of diluted earnings per common share. The numerator for calculating basic and diluted earnings per common share is net income available to common shareholders. The shares held in the Company’s Employee Benefit Trust are not included in shares outstanding for purposes of calculating earnings per common share.

Earnings per common share have been computed based on the following:

(1)

For the three months ended March 31, 2016 and 2015, there were no stock options that were anti-dilutive.

4.	Debt and Equity Securities

The Company’s investments in equity securities that have readily determinable fair values and all investments in debt securities are classified in one of the following three categories and accounted for accordingly: (1) trading securities, (2) securities available for sale and (3) securities held-to-maturity.

The Company did not hold any trading securities at March 31, 2016 and December 31, 2015. Securities available for sale are recorded at fair value. Securities held-to-maturity are recorded at amortized cost.

The following table summarizes the Company’s portfolio of securities held-to-maturity at March 31, 2016:

The following table summarizes the Company’s portfolio of securities held-to-maturity at December 31, 2015:

The following table summarizes the Company’s portfolio of securities available for sale at March 31, 2016:

Mortgage-backed securities shown in the table above includes one private issue collateralized mortgage obligation (“CMO”) that is collateralized by commercial real estate mortgages with amortized cost and market value of $7.6 million at March 31, 2016.

The following table summarizes the Company’s portfolio of securities available for sale at December 31, 2015:

Mortgage-backed securities shown in the table above includes one private issue CMO that is collateralized by commercial real estate mortgages with an amortized cost and market value of $7.7 million at December 31, 2015.

The following table details the amortized cost and fair value of the Company’s securities classified as held-to-maturity at March 31, 2016, by contractual maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The amortized cost and fair value of the Company’s securities, classified as available for sale at March 31, 2016, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The following table shows the Company’s available for sale securities with gross unrealized losses and their fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2016:

The following table shows the Company’s available for sale securities with gross unrealized losses and their fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2015:

OTTI losses on impaired securities must be fully recognized in earnings if an investor has the intent to sell the debt security or if it is more likely than not that the investor will be required to sell the debt security before recovery of its amortized cost. However, even if an investor does not expect to sell a debt security, the investor must evaluate the expected cash flows to be received and determine if a credit loss has occurred. In the event that a credit loss has occurred, only the amount of impairment associated with the credit loss is recognized in earnings in the Consolidated Statements of Income. Amounts relating to factors other than credit losses are recorded in accumulated other comprehensive income (“AOCI”) within Stockholders’ Equity.

The Company reviewed each investment that had an unrealized loss at March 31, 2016 and December 31, 2015. An unrealized loss exists when the current fair value of an investment is less than its amortized cost basis. Unrealized losses on available for sale securities, that are deemed to be temporary, are recorded in AOCI, net of tax.

The unrealized losses in total securities available for sale at March 31, 2016 and December 31, 2015 were caused by movements in interest rates. It is not anticipated that these securities would be settled at a price that is less than the amortized cost of the Company’s investment. Each of these securities is performing according to its terms and, in the opinion of management, will continue to perform according to its terms. The Company does not have the intent to sell these securities and it is more likely than not the Company will not be required to sell the securities before recovery of the securities’ amortized cost basis. This conclusion is based upon considering the Company’s cash and working capital requirements and contractual and regulatory obligations, none of which the Company believes would cause the sale of the securities. Therefore, the Company did not consider these investments to be other-than-temporarily impaired at March 31, 2016 and December 31, 2015.

We did not sell any securities during the three months ended March 31, 2016 and 2015.

5.      Loans

Loans are reported at their principal outstanding balance net of any unearned income, charge-offs, deferred loan fees and costs on originated loans and unamortized premiums or discounts on purchased loans. Interest on loans is recognized on the accrual basis. The accrual of income on loans is generally discontinued when certain factors, such as contractual delinquency of 90 days or more, indicate reasonable doubt as to the timely collectability of such income. Uncollected interest previously recognized on non-accrual loans is reversed from interest income at the time the loan is placed on non-accrual status. A non-accrual loan can be returned to accrual status when contractual delinquency returns to less than 90 days delinquent. Subsequent cash payments received on non-accrual loans that do not bring the loan to less than 90 days delinquent are recorded on a cash basis. Subsequent cash payments can also be applied first as a reduction of principal until all principal is recovered and then subsequently to interest, if in management’s opinion, it is evident that recovery of all principal due is likely to occur. Loan fees and certain loan origination costs are deferred. Net loan origination costs and premiums or discounts on loans purchased are amortized into interest income over the contractual life of the loans using the level-yield method. Prepayment penalties received on loans which pay in full prior to their scheduled maturity are included in interest income in the period they are collected.

The Company maintains an allowance for loan losses at an amount, which, in management’s judgment, is adequate to absorb probable estimated losses inherent in the loan portfolio. Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectability of loans. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revisions as more information becomes available. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses.  The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. The allowance is established through a provision for loan losses based on management’s evaluation of the risk inherent in the various components of the loan portfolio and other factors, including historical loan loss experience (which is updated quarterly), current economic conditions, delinquency and non-accrual trends, classified loan levels, risk in the portfolio and volumes and trends in loan types, recent trends in charge-offs, changes in underwriting standards, experience, ability and depth of the Company’s lenders, collection policies and experience, internal loan review function and other external factors. The Company segregated its loans into two portfolios based on year of origination. One portfolio was reviewed for loans originated after December 31, 2009 and a second portfolio for loans originated prior to January 1, 2010. Our decision to segregate the portfolio based upon origination dates was based on changes made in our underwriting standards during 2009. By the end of 2009, all loans were being underwritten based on revised and tightened underwriting standards. Loans originated prior to 2010 have a higher delinquency rate and loss history. Each of the years in the portfolio for loans originated prior to 2010 has a similar delinquency rate. The determination of the amount of the allowance for loan losses includes estimates that are susceptible to significant changes due to changes in appraisal values of collateral, national and local economic conditions and other factors. We review our loan portfolio by separate categories with similar risk and collateral characteristics. Impaired loans are segregated and reviewed separately. All non-accrual loans are classified as impaired loans. The Company’s Board of Directors reviews and approves management’s evaluation of the adequacy of the allowance for loan losses on a quarterly basis.

The allowance for loan losses is established through charges to earnings in the form of a provision for loan losses. Increases and decreases in the allowance other than charge-offs and recoveries are included in the provision for loan losses. When a loan or a portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance, and subsequent recoveries, if any, are credited to the allowance.

The Company recognizes a loan as non-performing when the borrower has demonstrated the inability to bring the loan current, or due to other circumstances which, in management’s opinion, indicate the borrower will be unable to bring the loan current within a reasonable time. All loans classified as non-performing, which includes all loans past due 90 days or more, are classified as non-accrual unless there is, in our opinion, compelling evidence the borrower will bring the loan current in the immediate future. Appraisals are obtained and/or updated internal evaluations are prepared as soon as practical, and before the loan becomes 90 days delinquent. The loan balances of collateral dependent impaired loans are compared to the property’s updated fair value. The Company considers fair value of collateral dependent loans to be 85% of the appraised or internally estimated value of the property, except for taxi medallion loans. The fair value of the underlying collateral of taxi medallion loans is the value of the underlying medallion based upon the most recently reported arm’s length transaction. The balance which exceeds fair value is generally charged-off. In addition, taxi medallion loans on accrual status with a loan-to-value greater than 100% are classified as impaired and allocated a portion of the ALLL in the amount of the excess of the loan-to-value over the loan’s principal balance. The 85% is based on the actual net proceeds the Bank has received from the sale of other real estate owned (“OREO”) as a percentage of OREO’s appraised value.

A loan is considered impaired when, based upon current information, the Company believes it is probable that it will be unable to collect all amounts due, both principal and interest, in accordance with the original terms of the loan. Impaired loans are measured based on the present value of the expected future cash flows discounted at the loan’s effective interest rate or at the loan’s observable market price or, as a practical expedient, the fair value of the collateral if the loan is collateral dependent. Interest income on impaired loans is recorded on the cash basis.

The Company reviews each impaired loan on an individual basis to determine if either a charge-off or a valuation allowance needs to be allocated to the loan. The Company does not charge-off or allocate a valuation allowance to loans for which management has concluded the current value of the underlying collateral will allow for recovery of the loan balance either through the sale of the loan or by foreclosure and sale of the property.

The Company evaluates the underlying collateral through a third party appraisal, or when a third party appraisal is not available, the Company will use an internal evaluation. The internal evaluations are prepared using an income approach or a sales approach. The income approach is used for income producing properties and uses current revenues less operating expenses to determine the net cash flow of the property. Once the net cash flow is determined, the value of the property is calculated using an appropriate capitalization rate for the property. The sales approach uses comparable sales prices in the market. When an internal evaluation is used, we place greater reliance on the income approach to value the collateral.

In preparing internal evaluations of property values, the Company seeks to obtain current data on the subject property from various sources, including: (1) the borrower; (2) copies of existing leases; (3) local real estate brokers and appraisers; (4) public records (such as for real estate taxes and water and sewer charges); (5) comparable sales and rental data in the market; (6) an inspection of the property and (7) interviews with tenants. These internal evaluations primarily focus on the income approach and comparable sales data to value the property.

As of March 31, 2016, we utilized recent third party appraisals of the collateral to measure impairment for $27.3 million, or 80.8%, of collateral dependent impaired loans, and used internal evaluations of the property’s value for $6.5 million, or 19.2%, of collateral dependent impaired loans.

The Company may restructure a loan to enable a borrower experiencing financial difficulties to continue making payments when it is deemed to be in the Company’s best long-term interest. This restructure may include reducing the interest rate or amount of the monthly payment for a specified period of time, after which the interest rate and repayment terms revert to the original terms of the loan. We classify these loans as Troubled Debt Restructured (“TDR”).

These restructurings have not included a reduction of principal balance. The Company believes that restructuring these loans in this manner will allow certain borrowers to become and remain current on their loans. All loans classified as TDR are considered impaired, however TDR loans which have been current for six consecutive months at the time they are restructured as TDR remain on accrual status and are not included as part of non-performing loans. Loans which were delinquent at the time they are restructured as a TDR are placed on non-accrual status and reported as non-performing loans until they have made timely payments for six consecutive months.

The allocation of a portion of the allowance for loan losses for a performing TDR loan is based upon the present value of the future expected cash flows discounted at the loan’s original effective rate, or for a non-performing TDR which is collateral dependent, the fair value of the collateral. At March 31, 2016, there were no commitments to lend additional funds to borrowers whose loans were modified to a TDR. The modification of loans to a TDR did not have a significant effect on our operating results, nor did it require a significant allocation of the allowance for loan losses.

The Company did not modify and classify any loans as TDR during the three months ended March 31, 2016.

The following table shows loans modified and classified as TDR during the period indicated:

The recorded investment of the loan modified and classified to a TDR, presented in the table above, was unchanged as there was no principal forgiven in this modification.

The following table shows our recorded investment for loans classified as TDR that are performing according to their restructured terms at the periods indicated:

During the three months ended March 31, 2016 and 2015, there were no TDR loans transferred to non-performing status.

The following table shows our recorded investment for loans classified as TDR that are not performing according to their restructured terms at the periods indicated:

The following table shows our non-performing loans at the periods indicated:

The following is a summary of interest foregone on non-accrual loans and loans classified as TDR for the periods indicated:

The following tables show an age analysis of our recorded investment in loans, including performing loans past maturity, at the periods indicated:

The following tables show the activity in the allowance for loan losses for the three month periods indicated:

The following tables show the manner in which loans were evaluated for impairment at the periods indicated:

The following table shows our recorded investment, unpaid principal balance and allocated allowance for loan losses for impaired loans at the periods indicated:

The following table shows our average recorded investment and interest income recognized for impaired loans for the periods indicated:

In accordance with our policy and the current regulatory guidelines, we designate loans as “Special Mention,” which are considered “Criticized Loans,” and “Substandard,” “Doubtful,” or “Loss,” which are considered “Classified Loans”. If a loan does not fall within one of the previous mentioned categories then the loan would be considered “Pass.” Loans that are non-accrual are designated as Substandard, Doubtful or Loss. These loan designations are updated quarterly. We designate a loan as Substandard when a well-defined weakness is identified that jeopardizes the orderly liquidation of the debt. We designate a loan Doubtful when it displays the inherent weakness of a Substandard loan with the added provision that collection of the debt in full, on the basis of existing facts, is highly improbable. We designate a loan as Loss if it is deemed the debtor is incapable of repayment. The Company does not hold any loans designated as Loss, as loans that are designated as Loss are charged to the Allowance for Loan Losses. We designate a loan as Special Mention if the asset does not warrant classification within one of the other classifications, but does contain a potential weakness that deserves closer attention.

The following table sets forth the recorded investment in loans designated as Criticized or Classified at the periods indicated:

Commitments to extend credit (principally real estate mortgage loans) and lines of credit (principally home equity lines of credit and business lines of credit) amounted to $164.1 million and $219.6 million, respectively, at March 31, 2016.