Loans and Leases

Loans and Leases at December 31, 2018 and December 31, 2017 were as follows:



	December 31, 2018								December 31, 2017
(in thousands)	Originated			Acquired		Total Loans and Leases			Originated			Acquired		Total Loans and Leases
Commercial and industrial
Agriculture	$	107,494		$	0	$	107,494		$	108,608		$	0	$	108,608
Commercial and industrial other	926,429			43,712		970,141			932,067			50,976		983,043
Subtotal commercial and industrial	1,033,923			43,712		1,077,635			1,040,675			50,976		1,091,651
Commercial real estate
Construction	164,285			1,384		165,669			202,486			1,480		203,966
Agriculture	170,005			224		170,229			129,712			247		129,959
Commercial real estate other	1,827,279			177,484		2,004,763			1,660,782			206,020		1,866,802
Subtotal commercial real estate	2,161,569			179,092		2,340,661			1,992,980			207,747		2,200,727
Residential real estate
Home equity	208,459			21,149		229,608			212,812			28,444		241,256
Mortgages	1,083,802			20,484		1,104,286			1,039,040			22,645		1,061,685
Subtotal residential real estate	1,292,261			41,633		1,333,894			1,251,852			51,089		1,302,941
Consumer and other
Indirect	12,663			0		12,663			12,144			0		12,144
Consumer and other	57,565			761		58,326			50,214			765		50,979
Subtotal consumer and other	70,228			761		70,989			62,358			765		63,123
Leases	14,556			0		14,556			14,467			0		14,467
Total loans and leases	4,572,537			265,198		4,837,735			4,362,332			310,577		4,672,909
Less: unearned income and deferred costs and fees	(3,796		)	0		(3,796		)	(3,789		)	0		(3,789		)
Total loans and leases, net of unearned income and deferred costs and fees	$	4,568,741		$	265,198	$	4,833,939		$	4,358,543		$	310,577	$	4,669,120

The outstanding principal balance and the related carrying amount of the Company’s loans acquired in the VIST Acquisition were as follows at December 31:



(in thousands)	December 31, 2018		December 31, 2017
Acquired Credit Impaired Loans
Outstanding principal balance	$	12,822	$	14,337
Carrying amount	11,036		11,962

Acquired Non-Credit Impaired Loans
Outstanding principal balance	256,265		301,128
Carrying amount	254,162		298,615

Total Acquired Loans
Outstanding principal balance	$	269,087	$	315,465
Carrying amount	$	265,198	$	310,577

The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. There were no significant changes to the Company’s existing lending policies, underwriting standards or loan review procedures during 2018. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan originations, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.

Residential real estate loans

The Company’s policy is to underwrite residential real estate loans in accordance with secondary market guidelines in effect at the time of origination, including loan-to-value (“LTV”) and documentation requirements. LTVs exceeding 80% for fixed rate loans and 85% for adjustable rate loans require private mortgage insurance to reduce the exposure to 78%. The Company verifies applicants’ income, obtains credit reports and independent real estate appraisals in the underwriting process to ensure adequate collateral coverage and that loans are extended to individuals with good credit and income sufficient to repay the loan. In limited circumstances, the Company will make exceptions to secondary market underwriting standards to support community reinvestment activities.

The Company originates fixed rate and adjustable rate residential mortgage loans, including loans that have characteristics of both, such as a 7/1 adjustable rate mortgage, which has a fixed rate for the first seven years and then adjusts annually thereafter. The majority of residential mortgage loans originated over the last several years have been fixed rate loans due to the low interest rate environment. Adjustable rate residential real estate loans may be underwritten based upon an initial rate which is below the fully indexed rate; however, the initial rate is generally less than 100 basis points below the fully indexed rate. As such, the Company does not believe that this practice creates any significant credit risk.

The Company may sell residential real estate loans in the secondary market based on interest rate considerations. These residential real estate loans are generally sold to Federal Home Loan Mortgage Corporation (“FHLMC”) or State of New York Mortgage Agency (“SONYMA”) without recourse in accordance with standard secondary market loan sale agreements. These residential real estate loan sales are subject to customary representations and warranties, including representations and warranties related to gross incompetence and fraud. The Company has not had to repurchase any loans as a result of these general representations and warranties.

During 2018, 2017, and 2016, the Company sold residential mortgage loans totaling $27.7 million, $4.6 million, and $3.9 million, respectively, and realized net gains on these sales of $458,000, $50,000, and $95,000, respectively. These residential real estate loans are generally sold without recourse in accordance with standard secondary market loan sale agreements. When residential mortgage loans are sold to FHLMC or SONYMA, the Company typically retains all servicing rights, which provides the Company with a source of fee income. In connection with the sales in 2018, 2017, and 2016, the Company recorded mortgage-servicing assets of $207,000, $38,000, and $21,000, respectively.

Amortization of mortgage servicing assets amounted to $69,000 in 2018, $122,000 in 2017, and $157,000 in 2016. At December 31, 2018 and 2017, the Company serviced residential mortgage loans aggregating $120.9 million and $104.1 million, including loans securitized and held as available-for-sale securities. Mortgage servicing rights, at amortized basis, totaled $805,000 at December 31, 2018 and $667,000 at December 31, 2017. These mortgage servicing rights were evaluated for impairment at year-end 2018 and 2017 and no impairment was recognized. Loans held for sale, which are included in residential real estate totaled $2.7 million and $280,000 at December 31, 2018 and 2017, respectively.

As members of the FHLB, the Company’s subsidiary banks may use unencumbered mortgage related assets to secure borrowings from the FHLB. At December 31, 2018 and 2017, the Company had $425.0 million and $475.0 million, respectively, of term advances from the FHLB that were secured by residential mortgage loans.

Commercial and industrial loans

The Company’s Commercial Loan Policy sets forth guidelines for debt service coverage ratios, LTV’s and documentation standards. Commercial and industrial loans are primarily made based on identified cash flows of the borrower with consideration given to underlying collateral and personal or government guarantees. The Company’s policy establishes debt service coverage ratio limits that require a borrower’s cash flow to be sufficient to cover principal and interest payments on all new and existing debt. Commercial and industrial loans are generally secured by the assets being financed or other business assets such as accounts receivable or inventory. Many of the loans in the commercial portfolio have variable interest rates tied to Prime Rate, FHLBNY borrowing rates, or U.S. Treasury indices.

Commercial real estate

The Company’s Commercial Loan Policy sets forth guidelines for debt service coverage ratios, LTV’s and documentation standards. Commercial real estate loans are primarily made based on identified cash flows of the borrower with consideration given to underlying real estate collateral and personal or government guarantees. The Company’s policy establishes a maximum LTV of 75% and debt service coverage ratio limits that require a borrower’s cash flow to be sufficient to cover principal and interest payments on all new and existing debt. Commercial real estate loans may be fixed or variable rate loans with interest rates tied to Prime Rate, FHLBNY borrowing rates, or U.S. Treasury indices.

Agriculture loans

Agriculturally-related loans include loans to dairy farms and vegetable crop farms. Agriculturally-related loans are primarily made based on identified cash flows of the borrower with consideration given to underlying collateral, personal guarantees, and government related guarantees. Agriculturally-related loans are generally secured by the assets or property being financed or other business assets such as accounts receivable, livestock, equipment, or commodities/crops. The Company’s Commercial Loan Policy establishes a maximum LTV of 75% for real estate secured loans and debt service coverage ratio limits that require a borrower’s cash flow to be sufficient to cover principal and interest payments on all new and existing debt. The policy also establishes maximum LTV ratios for non-real estate collateral, such as livestock, commodities/crops, equipment and accounts receivable. Agriculturally-related loans may be fixed or variable rate with interest tied to Prime Rate, FHLBNY borrowing rates, or U.S. Treasury indices.

Consumer and other loans

The consumer loan portfolio includes personal installment loans, direct and indirect automobile financing, and overdraft lines of credit. The majority of the consumer portfolio consists of indirect and direct automobile loans. Consumer loans are generally short-term and have fixed rates of interest that are set giving consideration to current market interest rates, the financial strength of the borrower, and internal profitability targets. The Company's Consumer Loan Underwriting Guidelines Policy establishes maximum debt to income ratios and includes guidelines for verification of applicants’ income and receipt of credit reports.

Leases

Leases are primarily made to commercial customers and the origination criteria typically includes the value of the underlying assets being financed, the useful life of the assets being financed, and identified cash flows of the borrower. Most leases carry a fixed rate of interest that is set giving consideration to current market interest rates, the financial strength of the borrower, and internal profitability targets.

Loan and Lease Customers

The Company’s loan and lease customers are located primarily in the upstate New York communities served by its three subsidiary banks and in the Pennsylvania communities served by VIST Bank. The Trust Company operates fourteen banking offices in the counties of Tompkins, Cayuga, Cortland, Onondaga and Schuyler, New York. The Bank of Castile operates eighteen banking offices in the counties of Wyoming, Livingston, Genesee, Orleans and Monroe, New York. Mahopac Bank operates fourteen banking offices in the counties of Putnam County, Dutchess County and Westchester, New York. VIST Bank operates twenty offices in the counties of Berks, Montgomery, Philadelphia, Delaware and Schuylkill, Pennsylvania. Other than general economic risks, management is not aware of any material concentrations of credit risk to any industry or individual borrower.

Directors and officers of the Company and its affiliated companies were customer of, and had other transactions with, the Company's banking subsidiaries in the ordinary course of business. Such loans and commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Company, and did not involve more than normal risk of collectability or present other unfavorable features.

Loans to Related Parties

Loan transactions with related parties at December 31 are summarized as follows:



(in thousands)	2018			2017
Balance at beginning of year	$	14,503		$	11,662
New Directors/Executive Officers	467			0
New loans and advancements	30,570			3,972
Loan payments	(5,945		)	(1,131		)
Balance at end of year	$	39,595		$	14,503

Nonaccrual Loans and Leases

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments are due. Loans are placed on nonaccrual status either due to the delinquency status of principal and/or interest (generally when past due 90 or more days) or a judgment by management that the full repayment of principal and interest is unlikely. When interest accrual is discontinued, all unpaid accrued interest is reversed. Payments received on loans on nonaccrual are generally applied to reduce the principal balance of the loan. Loans are generally returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. When management determines that the collection of principal in full is improbable, management will charge-off a partial amount or full amount of the loan balance. Management considers specific facts and circumstances relative to each individual credit in making such a determination. For residential and consumer loans, management uses specific regulatory guidance and thresholds for determining charge-offs.

Acquired loans that met the criteria for nonaccrual of interest prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if we can reasonably estimate the timing and amount of the expected cash flows on such loans and if the Company expects to fully collect the new carrying value of the loans. As such, we may no longer consider the loan to be nonaccrual or nonperforming and may accrue interest on these loans, including the impact of any accretable discount. The Company has determined that it can reasonably estimate future cash flows on our current portfolio of acquired loans that are past due 90 days or more and on which the Company is accruing interest and expect to fully collect the carrying value of the loans net of the allowance for acquired loan losses.

The below table is an aging analysis of past due loans, segregated by originated and acquired loan and lease portfolios, and by class of loans, as of December 31, 2018 and 2017.



December 31, 2018
(in thousands)	30-89 days		90 days or more		Current Loans			Total Loans			90 days and accruing¹		Nonaccrual
Originated Loans and Leases
Commercial and industrial
Agriculture	$	0	$	0	$	107,494		$	107,494		$	0	$	0
Commercial and industrial other	2,367		1,659		922,403			926,429			0		1,861
Subtotal commercial and industrial	2,367		1,659		1,029,897			1,033,923			0		1,861
Commercial real estate
Construction	0		0		164,285			164,285			0		0
Agriculture	71		0		169,934			170,005			0		0
Commercial real estate other	1,201		1,856		1,824,222			1,827,279			0		7,691
Subtotal commercial real estate	1,272		1,856		2,158,441			2,161,569			0		7,691
Residential real estate
Home equity	986		1,026		206,447			208,459			0		1,784
Mortgages	2,693		4,027		1,077,082			1,083,802			0		7,770
Subtotal residential real estate	3,679		5,053		1,283,529			1,292,261			0		9,554
Consumer and other
Indirect	333		59		12,271			12,663			0		155
Consumer and other	187		24		57,354			57,565			0		79
Subtotal consumer and other	520		83		69,625			70,228			0		234
Leases	0		0		14,556			14,556			0		0
Total loans and leases	7,838		8,651		4,556,048			4,572,537			0		19,340
Less: unearned income and deferred costs and fees	0		0		(3,796		)	(3,796		)	0		0
Total originated loans and leases, net of unearned income and deferred costs and fees	$	7,838	$	8,651	$	4,552,252		$	4,568,741		$	0	$	19,340
Acquired Loans and Leases
Commercial and industrial
Commercial and industrial other	$	0	$	10	$	43,702		$	43,712		$	10	$	22
Subtotal commercial and industrial	0		10		43,702			43,712			10		22
Commercial real estate
Construction	0		0		1,384			1,384			0		0
Agriculture	0		0		224			224			0		0
Commercial real estate other	0		839		176,645			177,484			525		316
Subtotal commercial real estate	0		839		178,253			179,092			525		316
Residential real estate
Home equity	46		803		20,300			21,149			59		1,414
Mortgages	18		969		19,497			20,484			722		1,104
Subtotal residential real estate	64		1,772		39,797			41,633			781		2,518
Consumer and other
Consumer and other	3		0		758			761			0		0
Subtotal consumer and other	3		0		758			761			0		0
Total acquired loans and leases, net of unearned income and deferred costs and fees	$	67	$	2,621	$	262,510		$	265,198		$	1,316	$	2,856

¹ Includes acquired loans that were recorded at fair value at the acquisition date.



December 31, 2017
(in thousands)	30-89 days		90 days or more		Current Loans			Total Loans			90 days and accruing¹		Nonaccrual
Originated loans and leases
Commercial and industrial
Agriculture	$	0	$	0	$	108,608		$	108,608		$	0	$	0
Commercial and industrial other	431		849		930,787			932,067			0		2,852
Subtotal commercial and industrial	431		849		1,039,395			1,040,675			0		2,852
Commercial real estate
Construction	0		0		202,486			202,486			0		0
Agriculture	0		0		129,712			129,712			0		0
Commercial real estate other	1,583		2,125		1,657,074			1,660,782			0		5,402
Subtotal commercial real estate	1,583		2,125		1,989,272			1,992,980			0		5,402
Residential real estate
Home equity	1,045		448		211,319			212,812			0		1,537
Mortgages	3,153		2,692		1,033,195			1,039,040			0		6,108
Subtotal residential real estate	4,198		3,140		1,244,514			1,251,852			0		7,645
Consumer and other
Indirect	449		205		11,490			12,144			6		278
Consumer and other	130		42		50,042			50,214			38		76
Subtotal consumer and other	579		247		61,532			62,358			44		354
Leases	0		0		14,467			14,467			0		0
Total loans and leases	6,791		6,361		4,349,180			4,362,332			44		16,253
Less: unearned income and deferred costs and fees	0		0		(3,789		)	(3,789		)	0		0
Total originated loans and leases, net of unearned income and deferred costs and fees	$	6,791	$	6,361	$	4,345,391		$	4,358,543		$	44	$	16,253
Acquired loans and leases
Commercial and industrial
Commercial and industrial other	$	12	$	61	$	50,903		$	50,976		$	61	$	0
Subtotal commercial and industrial	12		61		50,903			50,976			61		0
Commercial real estate
Construction	0		0		1,480			1,480			0		0
Agriculture	0		0		247			247			0		0
Commercial real estate other	167		727		205,126			206,020			515		546
Subtotal commercial real estate	167		727		206,853			207,747			515		546
Residential real estate
Home equity	601		564		27,279			28,444			130		1,604
Mortgages	472		942		21,231			22,645			440		1,114
Subtotal residential real estate	1,073		1,506		48,510			51,089			570		2,718
Consumer and other
Consumer and other	4		0		761			765			0		0
Subtotal consumer and other	4		0		761			765			0		0
Total acquired loans and leases, net of unearned income and deferred costs and fees	$	1,256	$	2,294	$	307,027		$	310,577		$	1,146	$	3,264

¹Includes acquired loans that were recorded at fair value at the acquisition date.

The difference between the interest income that would have been recorded if nonaccrual loans and leases had paid in accordance with their original terms and the interest income that was recorded, was $1.0 million for each of the years ended December 31, 2018, 2017 and 2016. The Company had no material commitments to make additional advances to borrowers with nonperforming loans.