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UNIVEST FINANCIAL Corp - Quarter Report: 2014 September (Form 10-Q)

Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 Form 10-Q
 
 
x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2014.
or
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                      to                     .
Commission File Number: 0-7617
 
 

 UNIVEST CORPORATION OF PENNSYLVANIA
(Exact name of registrant as specified in its charter)
 
 
Pennsylvania
 
23-1886144
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
14 North Main Street, Souderton, Pennsylvania 18964
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (215) 721-2400
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
x
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, $5 par value
 
16,214,805
(Title of Class)
 
(Number of shares outstanding at October 31, 2014)
 
 


Table of Contents


UNIVEST CORPORATION OF PENNSYLVANIA AND SUBSIDIARIES
INDEX
 
 
 
Page Number
Part I.
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
Part II.
 
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
Item 5.
 
 
 
 
 
Item 6.
 
 


1

Table of Contents

PART I. FINANCIAL INFORMATION
 
Item 1.
Financial Statements
UNIVEST CORPORATION OF PENNSYLVANIA
CONSOLIDATED BALANCE SHEETS
 
(UNAUDITED)
 
 
(Dollars in thousands, except share data)
At September 30, 2014
 
At December 31, 2013
ASSETS
 
Cash and due from banks
$
29,667

 
$
32,646

Interest-earning deposits with other banks
38,741

 
36,523

Investment securities held-to-maturity (fair value $57,101 and $66,853 at September 30, 2014 and December 31, 2013, respectively)
56,476

 
66,003

Investment securities available-for-sale
304,302

 
336,281

Loans held for sale
2,156

 
2,267

Loans and leases held for investment
1,597,736

 
1,541,484

Less: Reserve for loan and lease losses
(21,762
)
 
(24,494
)
Net loans and leases held for investment
1,575,974

 
1,516,990

Premises and equipment, net
35,532

 
34,129

Goodwill
67,717

 
57,517

Other intangibles, net of accumulated amortization and fair value adjustments of $10,969 and $10,300 at September 30, 2014 and December 31, 2013, respectively
12,625

 
8,178

Bank owned life insurance
61,804

 
60,637

Accrued interest receivable and other assets
37,202

 
40,388

Total assets
$
2,222,196

 
$
2,191,559

LIABILITIES
 
 
 
Noninterest-bearing deposits
$
436,189

 
$
411,714

Interest-bearing deposits:
 
 
 
Demand deposits
633,750

 
625,845

Savings deposits
529,028

 
536,150

Time deposits
261,176

 
270,789

Total deposits
1,860,143

 
1,844,498

Customer repurchase agreements
38,005

 
37,256

Accrued interest payable and other liabilities
34,234

 
29,299

Total liabilities
1,932,382

 
1,911,053

SHAREHOLDERS’ EQUITY
 
 
 
Common stock, $5 par value: 48,000,000 shares authorized at September 30, 2014 and December 31, 2013; 18,266,404 shares issued at September 30, 2014 and December 31, 2013; 16,220,249 and 16,287,812 shares outstanding at September 30, 2014 and December 31, 2013, respectively
91,332

 
91,332

Additional paid-in capital
62,634

 
62,417

Retained earnings
179,903

 
172,602

Accumulated other comprehensive loss, net of tax benefit
(6,901
)
 
(9,955
)
Treasury stock, at cost; 2,046,155 and 1,978,592 shares at September 30, 2014 and December 31, 2013, respectively
(37,154
)
 
(35,890
)
Total shareholders’ equity
289,814

 
280,506

Total liabilities and shareholders’ equity
$
2,222,196

 
$
2,191,559

Note: See accompanying notes to the unaudited consolidated financial statements.

2

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
(Dollars in thousands, except per share data)
2014
 
2013
 
2014
 
2013
Interest income
 
Interest and fees on loans and leases:
 
 
 
 
 
 
 
Taxable
$
15,921

 
$
15,793

 
$
46,916

 
$
47,544

Exempt from federal income taxes
1,433

 
1,215

 
4,177

 
3,459

Total interest and fees on loans and leases
17,354

 
17,008

 
51,093

 
51,003

Interest and dividends on investment securities:
 
 
 
 
 
 
 
Taxable
963

 
1,391

 
3,025

 
4,195

Exempt from federal income taxes
884

 
1,033

 
2,723

 
3,103

Other interest income
18

 
25

 
49

 
106

Total interest income
19,219

 
19,457

 
56,890

 
58,407

Interest expense
 
 
 
 
 
 
 
Interest on deposits
971

 
1,119

 
2,932

 
3,514

Interest on short-term borrowings
7

 
8

 
25

 
40

Interest on long-term borrowings

 
11

 

 
483

Total interest expense
978

 
1,138

 
2,957

 
4,037

Net interest income
18,241

 
18,319

 
53,933

 
54,370

Provision for loan and lease losses
233

 
4,094

 
2,959

 
9,614

Net interest income after provision for loan and lease losses
18,008

 
14,225

 
50,974

 
44,756

Noninterest income
 
 
 
 
 
 
 
Trust fee income
1,862

 
1,736

 
5,692

 
5,249

Service charges on deposit accounts
1,073

 
1,149

 
3,134

 
3,333

Investment advisory commission and fee income
3,086

 
1,740

 
9,144

 
5,654

Insurance commission and fee income
2,881

 
2,309

 
8,647

 
7,223

Other service fee income
1,767

 
1,929

 
5,471

 
5,454

Bank owned life insurance income
346

 
1,555

 
1,167

 
2,472

Net gain on sales of investment securities

 
1,426

 
557

 
2,950

Net gain on mortgage banking activities
616

 
935

 
1,484

 
4,047

Net gain on sales of other real estate owned
195

 
198

 
195

 
450

Loss on termination of interest rate swap

 

 

 
(1,866
)
Other
684

 
225

 
1,084

 
702

Total noninterest income
12,510

 
13,202

 
36,575

 
35,668

Noninterest expense
 
 
 
 
 
 
 
Salaries and benefits
11,035

 
9,761

 
31,948

 
28,980

Commissions
2,200

 
2,026

 
5,585

 
6,529

Net occupancy
1,689

 
1,472

 
5,130

 
4,279

Equipment
1,426

 
1,225

 
4,170

 
3,619

Professional fees
744

 
764

 
2,399

 
2,340

Marketing and advertising
391

 
570

 
1,333

 
1,432

Deposit insurance premiums
386

 
381

 
1,162

 
1,173

Intangible expenses (income)
352

 
275

 
1,762

 
(199
)
Acquisition-related costs
180

 
7

 
739

 
34

Restructuring and integration charges
8

 
(5
)
 
8

 
534

Other
3,608

 
3,512

 
10,456

 
10,789

Total noninterest expense
22,019

 
19,988

 
64,692

 
59,510

Income before income taxes
8,499

 
7,439

 
22,857

 
20,914

Income taxes
2,264

 
1,400

 
5,816

 
4,647

Net income
$
6,235

 
$
6,039

 
$
17,041

 
$
16,267

Net income per share:
 
 
 
 
 
 
 
Basic
$
0.38

 
$
0.36

 
$
1.05

 
$
0.97

Diluted
0.38

 
0.36

 
1.04

 
0.97

Dividends declared
0.20

 
0.20

 
0.60

 
0.60

Note: See accompanying notes to the unaudited consolidated financial statements.

3

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
Three Months Ended September 30,
(Dollars in thousands)
2014
 
2013
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
 
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
Income
$
8,499

 
$
2,264

 
$
6,235

 
$
7,439

 
$
1,400

 
$
6,039

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized (losses) gains on available-for-sale investment securities:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized holding (losses) gains arising during the period
(486
)
 
(170
)
 
(316
)
 
442

 
155

 
287

Less: reclassification adjustment for net gains on sales realized in net income

 

 

 
(1,426
)
 
(499
)
 
(927
)
Total net unrealized losses on available-for-sale investment securities
(486
)
 
(170
)
 
(316
)
 
(984
)
 
(344
)
 
(640
)
Defined benefit pension plans:
 
 
 
 
 
 
 
 
 
 
 
Less: amortization of net actuarial loss included in net periodic pension costs
168

 
59

 
109

 
320

 
112

 
208

Less: accretion of prior service cost included in net periodic pension costs
(72
)
 
(26
)
 
(46
)
 
(64
)
 
(22
)
 
(42
)
Total defined benefit pension plans
96

 
33

 
63

 
256

 
90

 
166

Other comprehensive loss
(390
)
 
(137
)
 
(253
)
 
(728
)
 
(254
)
 
(474
)
Total comprehensive income
$
8,109

 
$
2,127

 
$
5,982

 
$
6,711

 
$
1,146

 
$
5,565


 
Nine Months Ended September 30,
(Dollars in thousands)
2014
 
2013
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
 
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
Income
$
22,857

 
$
5,816

 
$
17,041

 
$
20,914

 
$
4,647

 
$
16,267

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized gains (losses) on available-for-sale investment securities:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized holding gains (losses) arising during the period
4,972

 
1,741

 
3,231

 
(10,163
)
 
(3,557
)
 
(6,606
)
Less: reclassification adjustment for net gains on sales realized in net income
(557
)
 
(195
)
 
(362
)
 
(2,950
)
 
(1,032
)
 
(1,918
)
Total net unrealized gains (losses) on available-for-sale investment securities
4,415

 
1,546

 
2,869

 
(13,113
)
 
(4,589
)
 
(8,524
)
Cash flow hedge derivative:
 
 
 
 
 
 
 
 
 
 
 
Net change in fair value of interest rate swap

 

 

 
43

 
15

 
28

Less: reclassification adjustment for loss on termination of interest rate swap realized in net income

 

 

 
1,866

 
653

 
1,213

Total cash flow hedge derivative

 

 

 
1,909

 
668

 
1,241

Defined benefit pension plans:
 
 
 
 
 
 
 
 
 
 
 
Less: amortization of net actuarial loss included in net periodic pension costs
499

 
175

 
324

 
961

 
336

 
625

Less: accretion of prior service cost included in net periodic pension costs
(216
)
 
(77
)
 
(139
)
 
(191
)
 
(66
)
 
(125
)
Total defined benefit pension plans
283

 
98

 
185

 
770

 
270

 
500

Other comprehensive income (loss)
4,698

 
1,644

 
3,054

 
(10,434
)
 
(3,651
)
 
(6,783
)
Total comprehensive income
$
27,555

 
$
7,460

 
$
20,095

 
$
10,480

 
$
996

 
$
9,484

Note: See accompanying notes to the unaudited consolidated financial statements.

4

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands, except share and per share data)
Common
Shares
Outstanding
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
(Loss) Income
 
Treasury
Stock
 
Total
Nine Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2013
16,287,812

 
$
91,332

 
$
62,417

 
$
172,602

 
$
(9,955
)
 
$
(35,890
)
 
$
280,506

Net income

 

 

 
17,041

 

 

 
17,041

Other comprehensive income, net of income tax

 

 

 

 
3,054

 

 
3,054

Cash dividends declared ($0.60 per share)

 

 

 
(9,740
)
 

 

 
(9,740
)
Stock issued under dividend reinvestment and employee stock purchase plans and other employee benefit programs
96,129

 

 
30

 

 

 
1,892

 
1,922

Exercise of stock options
9,500

 

 
11

 

 

 
173

 
184

Repurchase of cancelled restricted stock awards
(43,452
)
 

 
735

 

 

 
(735
)
 

Stock-based compensation

 

 
792

 

 

 

 
792

Net tax deficiency on stock-based compensation

 

 
(2
)
 

 

 

 
(2
)
Purchases of treasury stock
(204,044
)
 

 

 

 

 
(3,943
)
 
(3,943
)
Restricted stock awards granted
74,304

 

 
(1,349
)
 

 

 
1,349

 

Balance at September 30, 2014
16,220,249

 
$
91,332

 
$
62,634

 
$
179,903

 
$
(6,901
)
 
$
(37,154
)
 
$
289,814

(Dollars in thousands, except share and per share data)
Common
Shares
Outstanding
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Stock
 
Total
Nine Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2012
16,770,232

 
$
91,332

 
$
62,101

 
$
164,823

 
$
(6,920
)
 
$
(27,059
)
 
$
284,277

Net income

 

 

 
16,267

 

 

 
16,267

Other comprehensive loss, net of income tax benefit

 

 

 

 
(6,783
)
 

 
(6,783
)
Cash dividends declared ($0.60 per share)

 

 

 
(10,029
)
 

 

 
(10,029
)
Stock issued under dividend reinvestment and employee stock purchase plans and other employee benefit programs
105,263

 

 
9

 
(32
)
 

 
1,915

 
1,892

Repurchase of cancelled restricted stock awards
(29,533
)
 

 
519

 

 

 
(519
)
 

Stock-based compensation

 

 
616

 

 

 

 
616

Net tax deficiency on stock-based compensation

 

 
(11
)
 

 

 

 
(11
)
Purchases of treasury stock
(627,406
)
 

 

 

 

 
(11,475
)
 
(11,475
)
Restricted stock awards granted
70,041

 

 
(1,174
)
 
(92
)
 

 
1,266

 

Balance at September 30, 2013
16,288,597

 
$
91,332

 
$
62,060

 
$
170,937

 
$
(13,703
)
 
$
(35,872
)
 
$
274,754

Note: See accompanying notes to the unaudited consolidated financial statements.

5

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Nine Months Ended September 30,
(Dollars in thousands)
2014
 
2013
Cash flows from operating activities:
 
 
 
Net income
$
17,041

 
$
16,267

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan and lease losses
2,959

 
9,614

Depreciation of premises and equipment
2,288

 
2,196

Net gain on sales of investment securities
(557
)
 
(2,950
)
Net gain on mortgage banking activities
(1,484
)
 
(4,047
)
Net gain on sales of other real estate owned
(195
)
 
(450
)
Loss on termination of interest rate swap

 
1,866

Bank owned life insurance income
(1,167
)
 
(2,472
)
Stock-based compensation
792

 
616

Intangible expenses (income)
1,762

 
(199
)
Other adjustments to reconcile net income to cash provided by operating activities
819

 
207

Originations of loans held for sale
(86,457
)
 
(233,408
)
Proceeds from the sale of loans held for sale
87,827

 
239,501

Contributions to pension and other postretirement benefit plans
(159
)
 
(2,090
)
Decrease (increase) in accrued interest receivable and other assets
1,359

 
(991
)
(Decrease) increase in accrued interest payable and other liabilities
(2,221
)
 
5,681

Net cash provided by operating activities
22,607

 
29,341

Cash flows from investing activities:
 
 
 
Net cash paid due to acquisitions
(9,260
)
 
(2,170
)
Net capital expenditures
(3,158
)
 
(2,777
)
Proceeds from maturities and calls of securities held-to-maturity
9,000

 

Proceeds from maturities and calls of securities available-for-sale
47,175

 
33,503

Proceeds from sales of securities available-for-sale
30,286

 
58,148

Purchases of investment securities available-for-sale
(41,320
)
 
(66,959
)
Proceeds from sale of credit card portfolio
8,943

 

Net increase in loans and leases
(70,344
)
 
(57,137
)
Net (increase) decrease in interest-earning deposits
(2,101
)
 
14,739

Proceeds from sales of other real estate owned
891

 
4,183

Net cash used in investing activities
(29,888
)
 
(18,470
)
Cash flows from financing activities:
 
 
 
Net increase in deposits
15,645

 
24,033

Net increase (decrease) in short-term borrowings
248

 
(49,549
)
Repayment of subordinated debt

 
(375
)
Payment for repurchase of trust preferred securities

 
(20,619
)
Purchases of treasury stock
(3,943
)
 
(11,475
)
Stock issued under dividend reinvestment and employee stock purchase plans and other employee benefit programs
1,922

 
1,892

Proceeds from exercise of stock options
184

 

Cash dividends paid
(9,754
)
 
(6,693
)
Net cash provided by (used in) financing activities
4,302

 
(62,786
)
Net decrease in cash and due from banks
(2,979
)
 
(51,915
)
Cash and due from banks at beginning of year
32,646

 
98,399

Cash and due from banks at end of period
$
29,667

 
$
46,484

Supplemental disclosures of cash flow information:
 
 
 
Cash paid for interest
$
3,122

 
$
4,801

Cash paid for income taxes, net of refunds received
5,188

 
4,336

Non cash transactions:
 
 
 
Transfer of loans to other real estate owned
$

 
$
3,526

Transfer of loans to loans held for sale
8,926

 

Contingent consideration recorded as goodwill
6,105

 
454

Note: See accompanying notes to the unaudited consolidated financial statements.

6

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA AND SUBSIDIARIES
Notes to the Unaudited Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The accompanying unaudited consolidated financial statements include the accounts of Univest Corporation of Pennsylvania (the Corporation) and its wholly owned subsidiaries; the Corporation’s primary subsidiary is Univest Bank and Trust Co. (the Bank). All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations for interim financial information. The accompanying unaudited consolidated financial statements reflect all adjustments which are of a normal recurring nature and are, in the opinion of management, necessary for a fair presentation of the financial statements for the interim periods presented. Certain prior period amounts have been reclassified to conform to the current-year presentation. Operating results for the nine-month period ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014. It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited financial statements and the notes thereto included in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 4, 2014.
Use of Estimates
The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes include fair value measurement of investment securities available-for-sale and assessment for impairment of certain investment securities, reserve for loan and lease losses, valuation of goodwill and other intangible assets, mortgage servicing rights, deferred tax assets and liabilities, benefit plans and stock-based compensation expense.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) regarding revenue from contracts with customers which clarifies the principles for recognizing revenue and develops a common standard for U.S. GAAP and International Financial Reporting Standards. The ASU establishes a core principle that would require an entity to identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. The ASU provides for improved disclosure requirements that require entities to disclose sufficient information that enables users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2016, or January 1, 2017 for the Corporation. The Corporation is in the process of evaluating the impact of the adoption of this guidance on its financial statements; however, it is anticipated the impact will be only related to timing.
In January 2014, the FASB issued an ASU regarding reclassification of residential real estate collateralized consumer mortgage loans upon foreclosure. The ASU clarifies that when an in-substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The ASU was issued to eliminate diversity in practice on this topic. The amendment is effective for fiscal years and interim periods within those years beginning after December 15, 2014, or January 1, 2015 for the Corporation. The Corporation does not anticipate the adoption of this guidance will have a material impact on its financial statements but will result in expanded disclosures effective March 31, 2015.

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Table of Contents

Note 2. Acquisitions
Sterner Insurance Associates
On July 1, 2014, the Corporation and its insurance subsidiary, Univest Insurance, completed the acquisition of Sterner Insurance Associates, a full service firm providing insurance and consultative risk management solutions to individuals and businesses throughout the Lehigh Valley, Berks, Bucks and Montgomery counties.
The Corporation paid $3.9 million in cash and assumed liabilities of $940 thousand at closing with additional contingent consideration to be paid in annual installments over the three-year period ending June 30, 2017, based on the achievement of certain levels of revenue growth and EBITDA (earnings before interest, taxes, depreciation and amortization). At the acquisition date, the Corporation recorded the estimated fair value of the contingent consideration of $635 thousand in other liabilities. The potential cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $5.7 million cumulative over the next three years. As a result of the Sterner Insurance acquisition, the Corporation recorded goodwill of $3.4 million (inclusive of the contingent consideration) and customer related intangibles of $1.6 million. The goodwill is expected to be deductible for tax purposes. The customer related intangibles are being amortized over nine years using the sum-of-the-years-digits amortization method.
Valley Green Bank
On June 17, 2014, the Corporation, the Bank and Valley Green Bank (Valley Green) entered into an Agreement and Plan of Merger (Merger Agreement) pursuant to which Valley Green will be merged with and into the Bank in an all-stock transaction with an aggregate value of approximately $76 million. Headquartered in the Mt. Airy neighborhood of Philadelphia, Pennsylvania, Valley Green had approximately $390 million in assets, $349 million in loans, and $353 million in deposits at June 30, 2014 and operates three full-service banking offices and two loan production offices in the greater Philadelphia marketplace.
Under the terms of the Merger Agreement, Valley Green shareholders will receive shares of the Corporation’s common stock equal to $27.00 for each share of Valley Green stock outstanding, subject to certain adjustments depending upon the changes in the price of the Corporation’s common stock. The final exchange ratio will be based upon an average closing price of the Corporation’s common stock over the 20 consecutive trading day period ending on the day prior to the closing date.
With the assumption of Valley Green’s three branches and two loan production offices in the Philadelphia marketplace, the Corporation enters a new small business and consumer market and expands its existing lending network within southeastern Pennsylvania. Upon the closing, Valley Green will operate as a separate division of the Bank, under the Valley Green brand. The transaction is anticipated to be accretive to the Corporation’s earnings per share in the first combined year of operations.
The Merger Agreement has been approved by the Boards of Directors of the Corporation, the Bank and Valley Green and remains subject to approval by the shareholders of both companies, as well as their regulatory authorities. The transaction is expected to qualify as a tax-free reorganization for federal income tax purposes. The transaction is expected to close in the first quarter of 2015.
Girard Partners
On January 27, 2014, the Corporation completed the acquisition of Girard Partners, a registered investment advisory firm with more than $500 million in assets under management. The Corporation increased its assets under management to over $3.0 billion at the acquisition date and expanded its advisory capabilities.
The Corporation paid $5.4 million in cash at closing with additional contingent consideration to be paid in annual installments over the five-year period ending December 31, 2018, based on the achievement of certain levels of EBITDA. As of the effective date of the acquisition, January 1, 2014, the Corporation recorded the estimated fair value of the contingent consideration of $5.5 million in other liabilities. The potential cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $14.5 million cumulative over the next 5 years. As a result of the Girard Partners acquisition, the Corporation recorded goodwill of $6.8 million (inclusive of the contingent consideration) and customer related intangibles of $4.3 million. The goodwill is expected to be deductible for tax purposes. The customer related intangibles are being amortized over 9 years using the sum-of-the-years-digits amortization method.

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Table of Contents

Note 3. Investment Securities
The following table shows the amortized cost and the estimated fair value of the held-to-maturity securities and available-for-sale securities at September 30, 2014 and December 31, 2013, by contractual maturity within each type:
 
At September 30, 2014
 
At December 31, 2013
(Dollars in thousands)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate bonds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
$
15,150

 
$
178

 
$

 
$
15,328

 
$
11,148

 
$
122

 
$

 
$
11,270

After 1 year to 5 years
41,326

 
507

 
(60
)
 
41,773

 
54,855

 
992

 
(264
)
 
55,583


56,476

 
685

 
(60
)
 
57,101

 
66,003

 
1,114

 
(264
)
 
66,853

Total
$
56,476

 
$
685

 
$
(60
)
 
$
57,101

 
$
66,003

 
$
1,114

 
$
(264
)
 
$
66,853

Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasuries:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After 1 year to 5 years
$
4,971

 
$

 
$
(181
)
 
$
4,790

 
$

 
$

 
$

 
$

After 5 years to 10 years

 

 

 

 
4,966

 

 
(258
)
 
4,708


4,971

 

 
(181
)
 
4,790

 
4,966

 

 
(258
)
 
4,708

U.S. government corporations and agencies:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year

 

 

 

 
5,999

 
16

 

 
6,015

After 1 year to 5 years
123,207

 
48

 
(852
)
 
122,403

 
112,989

 
114

 
(1,226
)
 
111,877

After 5 years to 10 years

 

 

 

 
10,816

 

 
(560
)
 
10,256


123,207

 
48

 
(852
)
 
122,403

 
129,804

 
130

 
(1,786
)
 
128,148

State and political subdivisions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
600

 
2

 

 
602

 
1,564

 
13

 

 
1,577

After 1 year to 5 years
10,443

 
48

 
(18
)
 
10,473

 
5,305

 
14

 
(29
)
 
5,290

After 5 years to 10 years
49,641

 
1,658

 
(124
)
 
51,175

 
41,974

 
710

 
(698
)
 
41,986

Over 10 years
42,246

 
1,921

 
(10
)
 
44,157

 
57,899

 
1,227

 
(322
)
 
58,804


102,930

 
3,629

 
(152
)
 
106,407

 
106,742

 
1,964

 
(1,049
)
 
107,657

Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After 1 year to 5 years
5,096

 

 
(32
)
 
5,064

 

 

 

 

After 5 years to 10 years
4,860

 

 
(85
)
 
4,775

 
10,008

 
5

 
(53
)
 
9,960

Over 10 years
3,681

 
45

 
(12
)
 
3,714

 
25,721

 
20

 
(221
)
 
25,520


13,637

 
45

 
(129
)
 
13,553

 
35,729

 
25

 
(274
)
 
35,480

Collateralized mortgage obligations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After 1 year to 5 years

 

 

 

 
73

 

 

 
73

Over 10 years
6,580

 
18

 
(123
)
 
6,475

 
7,341

 
40

 
(253
)
 
7,128


6,580

 
18

 
(123
)
 
6,475

 
7,414

 
40

 
(253
)
 
7,201

Corporate bonds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
4,998

 
34

 

 
5,032

 

 

 

 

After 1 year to 5 years
17,590

 
30

 
(235
)
 
17,385

 
18,838

 
52

 
(411
)
 
18,479

After 5 years to 10 years
20,943

 
4

 
(389
)
 
20,558

 
16,474

 
4

 
(1,117
)
 
15,361


43,531

 
68

 
(624
)
 
42,975

 
35,312

 
56

 
(1,528
)
 
33,840

Money market mutual funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No stated maturity
6,442

 

 

 
6,442

 
16,900

 

 

 
16,900


6,442

 

 

 
6,442

 
16,900

 

 

 
16,900

Equity securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No stated maturity
854

 
403

 

 
1,257

 
1,679

 
668

 

 
2,347


854

 
403

 

 
1,257

 
1,679

 
668

 

 
2,347

Total
$
302,152

 
$
4,211

 
$
(2,061
)
 
$
304,302

 
$
338,546

 
$
2,883

 
$
(5,148
)
 
$
336,281



9

Table of Contents

Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties. Unrealized losses in investment securities at September 30, 2014 and December 31, 2013 do not represent other-than-temporary impairments.
Securities with a carrying value of $231.5 million and $271.1 million at September 30, 2014 and December 31, 2013, respectively, were pledged to secure public deposits and for other purposes as required by law.
The following table presents information related to sales of securities available-for-sale during the nine months ended September 30, 2014 and 2013:
 
Nine Months Ended September 30,
(Dollars in thousands)
2014
 
2013
Securities available-for-sale:
 
 
 
Proceeds from sales
$
30,286

 
$
58,148

Gross realized gains on sales
557

 
2,957

Gross realized losses on sales

 
7

Tax expense related to net realized gains on sales
195

 
1,032

Management evaluates debt securities, which are comprised of U.S. government, government sponsored agencies, municipalities, corporate bonds and other issuers, for other-than-temporary impairment by considering the current economic conditions, the length of time and the extent to which the fair value has been less than cost, interest rates and the bond rating of each security. All of the debt securities are rated as investment grade and management believes that it will not incur any losses. The unrealized losses on the Corporation’s investments in debt securities are temporary in nature since they are primarily related to market interest rates and are not related to the underlying credit quality of the issuers within our investment portfolio. The Corporation does not have the intent to sell the debt securities and believes it is more likely than not, that it will not have to sell the securities before recovery of their cost basis. The Corporation did not recognize any other-than-temporary impairment charges on debt securities for the nine months ended September 30, 2014 and 2013.
At September 30, 2014 and December 31, 2013, there were no investments in any single non-federal issuer representing more than 10% of shareholders’ equity.

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Table of Contents

The following table shows the fair value of securities that were in an unrealized loss position at September 30, 2014 and December 31, 2013 by the length of time those securities were in a continuous loss position:
 
Less than
Twelve Months
 
Twelve Months
or Longer
 
Total
(Dollars in thousands)
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
At September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
Corporate bonds
$
13,189

 
$
(39
)
 
$
4,993

 
$
(21
)
 
$
18,182

 
$
(60
)
Total
$
13,189

 
$
(39
)
 
$
4,993

 
$
(21
)
 
$
18,182

 
$
(60
)
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
U.S. treasuries
$

 
$

 
$
4,790

 
$
(181
)
 
$
4,790

 
$
(181
)
U.S. government corporations and agencies
19,948

 
(52
)
 
77,353

 
(800
)
 
97,301

 
(852
)
State and political subdivisions
1,883

 
(4
)
 
11,146

 
(148
)
 
13,029

 
(152
)
Residential mortgage-backed securities
12,391

 
(129
)
 

 

 
12,391

 
(129
)
Collateralized mortgage obligations

 

 
3,807

 
(123
)
 
3,807

 
(123
)
Corporate bonds
17,407

 
(233
)
 
15,775

 
(391
)
 
33,182

 
(624
)
Total
$
51,629

 
$
(418
)
 
$
112,871

 
$
(1,643
)
 
$
164,500

 
$
(2,061
)
At December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
Corporate bonds
$
19,942

 
$
(264
)
 
$

 
$

 
$
19,942

 
$
(264
)
Total
$
19,942

 
$
(264
)
 
$

 
$

 
$
19,942

 
$
(264
)
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
U.S. treasuries
$
4,708

 
$
(258
)
 
$

 
$

 
$
4,708

 
$
(258
)
U.S. government corporations and agencies
101,813

 
(1,786
)
 

 

 
101,813

 
(1,786
)
State and political subdivisions
30,233

 
(1,049
)
 

 

 
30,233

 
(1,049
)
Residential mortgage-backed securities
29,444

 
(274
)
 

 

 
29,444

 
(274
)
Collateralized mortgage obligations
4,091

 
(253
)
 

 

 
4,091

 
(253
)
Corporate bonds
26,557

 
(1,528
)
 

 

 
26,557

 
(1,528
)
Total
$
196,846

 
$
(5,148
)
 
$

 
$

 
$
196,846

 
$
(5,148
)

Note 4. Loans and Leases
Summary of Major Loan and Lease Categories
(Dollars in thousands)
At September 30, 2014
 
At December 31, 2013
Commercial, financial and agricultural
$
438,556

 
$
422,816

Real estate-commercial
637,904

 
600,353

Real estate-construction
75,254

 
90,493

Real estate-residential secured for business purpose
35,367

 
37,319

Real estate-residential secured for personal purpose
163,368

 
149,164

Real estate-home equity secured for personal purpose
105,191

 
95,345

Loans to individuals
30,144

 
40,000

Lease financings
111,952

 
105,994

Total loans and leases held for investment, net of deferred income
$
1,597,736

 
$
1,541,484

Unearned lease income, included in the above table
$
(13,646
)
 
$
(14,439
)
Net deferred costs, included in the above table
3,045

 
2,744

Overdraft deposits included in the above table
72

 
62

Overdraft deposits are re-classified as loans and are included in the total loans and leases on the balance sheet.

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Table of Contents

Age Analysis of Past Due Loans and Leases
The following presents, by class of loans and leases, an aging of past due loans and leases, loans and leases which are current and the recorded investment in loans and leases 90 days or more past due which are accruing interest at September 30, 2014 and December 31, 2013:
(Dollars in thousands)
30-59
Days
Past Due
 
60-89
Days
Past Due
 
90 Days
or more
Past Due
 
Total
Past Due
 
Current
 
Total Loans
and Leases
Held for
Investment
 
Recorded
Investment 90
Days or more
Past Due and
Accruing
Interest
At September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
1,380

 
$
872

 
$
588

 
$
2,840

 
$
435,716

 
$
438,556

 
$

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
9,630

 

 
148

 
9,778

 
628,126

 
637,904

 

Construction
405

 

 
6,297

 
6,702

 
68,552

 
75,254

 

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
224

 
18

 
668

 
910

 
34,457

 
35,367

 

Residential secured for personal purpose
377

 
424

 
101

 
902

 
162,466

 
163,368

 
41

Home equity secured for personal purpose
336

 
127

 
77

 
540

 
104,651

 
105,191

 

Loans to individuals
294

 
219

 
257

 
770

 
29,374

 
30,144

 
257

Lease financings
1,918

 
2,218

 
333

 
4,469

 
107,483

 
111,952

 
46

Total
$
14,564

 
$
3,878

 
$
8,469

 
$
26,911

 
$
1,570,825

 
$
1,597,736

 
$
344

At December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
386

 
$
922

 
$
2,904

 
$
4,212

 
$
418,604

 
$
422,816

 
$
12

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
148

 
262

 
4,932

 
5,342

 
595,011

 
600,353

 

Construction

 

 
8,742

 
8,742

 
81,751

 
90,493

 

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
87

 
276

 
161

 
524

 
36,795

 
37,319

 

Residential secured for personal purpose
1,370

 

 
617

 
1,987

 
147,177

 
149,164

 

Home equity secured for personal purpose
278

 
97

 
100

 
475

 
94,870

 
95,345

 
23

Loans to individuals
445

 
193

 
319

 
957

 
39,043

 
40,000

 
319

Lease financings
2,182

 
455

 
389

 
3,026

 
102,968

 
105,994

 
59

Total
$
4,896

 
$
2,205

 
$
18,164

 
$
25,265

 
$
1,516,219

 
$
1,541,484

 
$
413



12

Table of Contents

Non-Performing Loans and Leases

The following presents, by class of loans and leases, non-performing loans and leases at September 30, 2014 and December 31, 2013:
 
At September 30, 2014
 
At December 31, 2013
(Dollars in thousands)
Nonaccrual
Loans and
Leases*
 
Accruing
Troubled
Debt
Restructured
Loans and
Lease
Modifications
 
Loans and
Leases
90 Days
or more
Past Due
and
Accruing
Interest
 
Total Non-
Performing
Loans and
Leases
 
Nonaccrual
Loans and
Leases*
 
Accruing
Troubled
Debt
Restructured
Loans and
Lease
Modifications
 
Loans and
Leases
90 Days
or more
Past Due
and
Accruing
Interest
 
Total Non-
Performing
Loans and
Leases
Commercial, financial and agricultural
$
5,050

 
$
2,657

 
$

 
$
7,707

 
$
4,253

 
$
1,329

 
$
12

 
$
5,594

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
4,482

 
2,806

 

 
7,288

 
8,091

 
4,271

 

 
12,362

Construction
7,570

 

 

 
7,570

 
9,159

 
2,307

 

 
11,466

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
822

 

 

 
822

 
224

 

 

 
224

Residential secured for personal purpose
526

 

 
41

 
567

 
1,101

 

 

 
1,101

Home equity secured for personal purpose
77

 

 

 
77

 
77

 

 
23

 
100

Loans to individuals

 

 
257

 
257

 

 
36

 
319

 
355

Lease financings
287

 

 
46

 
333

 
330

 

 
59

 
389

Total
$
18,814

 
$
5,463

 
$
344

 
$
24,621

 
$
23,235

 
$
7,943

 
$
413

 
$
31,591

 * Includes nonaccrual troubled debt restructured loans and lease modifications of $3.4 million and $1.6 million at September 30, 2014 and December 31, 2013, respectively.

Credit Quality Indicators
The following tables present by class, the recorded investment in loans and leases held for investment by credit quality indicator at September 30, 2014 and December 31, 2013.
The Corporation employs a ten (10) grade risk rating system related to the credit quality of commercial loans and residential real estate loans secured for a business purpose of which the first six categories are pass categories (credits not adversely rated). The following is a description of the internal risk ratings and the likelihood of loss related to each risk rating. Loans with risk ratings of one through five are reviewed based on the relationship dollar amount with the borrower: loans with a relationship total of $2.5 million or greater are reviewed quarterly; loans with a relationship balance of less than $2.5 million but greater than $500 thousand are reviewed annually based on the borrower’s fiscal year; loans with a relationship balance of less than $500 thousand are reviewed only if the loan becomes 60 days or more past due. Loans with risk ratings of six are also reviewed based on the relationship dollar amount with the borrower: loans with a relationship balance of $2.0 million or greater are reviewed quarterly; loans with a relationship balance of less than $2.0 million but greater than $500 thousand are reviewed annually; loans with a relationship balance of less than $500 thousand are reviewed only if the loan becomes 60 days or more past due. Loans with risk ratings of seven are reviewed at least quarterly, and as often as monthly, at management’s discretion. Loans with risk ratings of eight through ten are reviewed monthly.

1.
Cash Secured—No credit risk
2.
Fully Secured—Negligible credit risk
3.
Strong—Minimal credit risk
4.
Satisfactory—Nominal credit risk
5.
Acceptable—Moderate credit risk
6.
Pre-Watch—Marginal, but stable credit risk
7.
Special Mention—Potential weakness
8.
Substandard—Well-defined weakness
9.
Doubtful—Collection in-full improbable
10.
Loss—Considered uncollectible

13

Table of Contents

Commercial Credit Exposure Credit Risk by Internally Assigned Grades
(Dollars in thousands)
Commercial,
Financial and
Agricultural
 
Real Estate—
Commercial
 
Real Estate—
Construction
 
Real Estate—
Residential Secured
for Business Purpose
 
Total
At September 30, 2014
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
4,511

 
$

 
$
851

 
$

 
$
5,362

3. Strong
7,187

 
8,821

 
3,927

 

 
19,935

4. Satisfactory
26,274

 
28,667

 
8,834

 
343

 
64,118

5. Acceptable
291,646

 
419,615

 
48,889

 
24,094

 
784,244

6. Pre-watch
56,775

 
113,842

 
5,088

 
5,022

 
180,727

7. Special Mention
11,904

 
10,283

 

 
1,325

 
23,512

8. Substandard
40,259

 
56,676

 
7,665

 
4,583

 
109,183

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
438,556

 
$
637,904

 
$
75,254

 
$
35,367

 
$
1,187,081

At December 31, 2013
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
4,763

 
$
2,014

 
$
1,682

 
$

 
$
8,459

3. Strong
6,051

 
8,515

 
4,300

 

 
18,866

4. Satisfactory
34,650

 
17,758

 
1,500

 
261

 
54,169

5. Acceptable
251,203

 
384,061

 
54,464

 
26,694

 
716,422

6. Pre-watch
84,201

 
113,181

 
16,084

 
5,884

 
219,350

7. Special Mention
10,095

 
19,445

 

 
1,841

 
31,381

8. Substandard
31,508

 
55,331

 
12,463

 
2,639

 
101,941

9. Doubtful
345

 
48

 

 

 
393

10.Loss

 

 

 

 

Total
$
422,816

 
$
600,353

 
$
90,493

 
$
37,319

 
$
1,150,981

Credit Exposure—Real Estate—Residential Secured for Personal Purpose, Real Estate—Home Equity Secured for Personal Purpose, Loans to individuals, Lease Financing Credit Risk Profile by Payment Activity
The Corporation monitors the credit risk profile by payment activity for the following classifications of loans and leases: residential real estate loans secured for a personal purpose, home equity loans secured for a personal purpose, loans to individuals and lease financings. Nonperforming loans and leases are loans past due 90 days or more, loans and leases on nonaccrual of interest and troubled debt restructured loans and lease modifications. Performing loans and leases are reviewed only if the loan becomes 60 days or more past due. Nonperforming loans and leases are reviewed monthly. Performing loans and leases have a nominal to moderate risk of loss. Nonperforming loans and leases are loans or leases with a well-defined weakness and where collection in-full is improbable.
(Dollars in thousands)
Real Estate—
Residential
Secured for
Personal Purpose
 
Real Estate—
Home Equity
Secured for
Personal Purpose
 
Loans to
Individuals
 
Lease
Financing
 
Total
At September 30, 2014
 
 
 
 
 
 
 
 
 
Performing
$
162,801

 
$
105,114

 
$
29,887

 
$
111,619

 
$
409,421

Nonperforming
567

 
77

 
257

 
333

 
1,234

Total
$
163,368

 
$
105,191

 
$
30,144

 
$
111,952

 
$
410,655

At December 31, 2013
 
 
 
 
 
 
 
 
 
Performing
$
148,063

 
$
95,245

 
$
39,645

 
$
105,605

 
$
388,558

Nonperforming
1,101

 
100

 
355

 
389

 
1,945

Total
$
149,164

 
$
95,345

 
$
40,000

 
$
105,994

 
$
390,503


14

Table of Contents

Risks associated with lending activities include, among other things, the impact of changes in interest rates and economic conditions, which may adversely impact the ability of borrowers to repay outstanding loans, and impact the value of the associated collateral.
Commercial, financial and agricultural loans, commercial real estate loans, construction loans and residential real estate loans with a business purpose are generally perceived as having more risk of default than residential real estate loans with a personal purpose and consumer loans. These types of loans involve larger loan balances to a single borrower or groups of related borrowers. Commercial real estate loans may be affected to a greater extent than residential loans by adverse conditions in real estate markets or the economy because commercial real estate borrowers’ ability to repay their loans depends on successful development of their properties and factors affecting residential real estate borrowers.
Commercial, financial and agricultural business loans are typically based on the borrowers’ ability to repay the loans from the cash flow of their businesses. These loans may involve greater risk because the availability of funds to repay each loan depends substantially on the success of the business itself. In addition, the collateral securing the loans often depreciates over time, is difficult to appraise and liquidate and fluctuates in value based on the success of the business.
Risk of loss on a construction loan depends largely upon whether our initial estimate of the property’s value at completion of construction equals or exceeds the cost of the property construction (including interest). During the construction phase, a number of factors can result in delays and cost overruns. If estimates of value are inaccurate or if actual construction costs exceed estimates, the value of the property securing the loan may be insufficient to ensure full repayment when completed through a permanent loan or by seizure of collateral. Included in real estate-construction is track development financing. Risk factors related to track development financing include the demand for residential housing and the real estate valuation market. When projects move slower than anticipated, the properties may have significantly lower values than when the original underwriting was completed, resulting in lower collateral values to support the loan. Extended time frames also cause the interest carrying cost for a project to be higher than the builder projected, negatively impacting the builder’s profit and cash flow and, therefore, their ability to make principal and interest payments.
Commercial real estate loans and residential real estate loans with a business purpose secured by owner-occupied properties are dependent upon the successful operation of the borrower’s business. If the operating company suffers difficulties in terms of sales volume and/or profitability, the borrower’s ability to repay the loan may be impaired. Loans secured by properties where repayment is dependent upon payment of rent by third party tenants or the sale of the property may be impacted by loss of tenants, lower lease rates needed to attract new tenants or the inability to sell a completed project in a timely fashion and at a profit.
Commercial, financial and agricultural loans, commercial real estate loans, construction loans and residential real estate loans secured for a business purpose are more susceptible to a risk of loss during a downturn in the business cycle. The Corporation has strict underwriting, review, and monitoring procedures in place, however, these procedures cannot eliminate all of the risks related to these loans.
The Corporation focuses on both assessing the borrower’s capacity and willingness to repay and on obtaining sufficient collateral. Commercial, financial and agricultural loans are generally secured by the borrower’s assets and by personal guarantees. Commercial real estate and residential real estate loans secured for a business purpose are originated primarily within the Southeastern Pennsylvania market area at conservative loan-to-value ratios and often with a guarantee of the borrowers. Management closely monitors the composition and quality of the total commercial loan portfolio to ensure that any credit concentrations by borrower or industry are closely monitored.
The Corporation originates fixed-rate and adjustable-rate real estate-residential mortgage loans that are secured by the underlying 1- to 4-family residential properties for personal purposes. Credit risk exposure in this area of lending is minimized by the evaluation of the credit worthiness of the borrower, including debt-to-equity ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans granted in excess of the 80% loan-to-value ratio criterion are generally insured by private mortgage insurance.
In the real estate-home equity loan portfolio secured for a personal purpose, credit exposure is minimized by the evaluation of the creditworthiness of the borrower, including debt-to-equity ratios, credit scores and adherence to the Corporation’s underwriting policies. Combined loan-to-value ratios are generally limited to 80%, but increased to 85% for the Corporation’s strongest profile borrower. Other credit considerations and compensating factors may warrant higher combined loan-to-value ratios.

15

Table of Contents

Credit risk for direct consumer loans is controlled by strict adherence to conservative underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values. These loans are included within the portfolio of loans to individuals.
The primary risks that are involved with lease financing receivables are credit underwriting and borrower industry concentrations. The Corporation has strict underwriting, review, and monitoring procedures in place to mitigate this risk. Risk also lies in the residual value of the underlying equipment. Residual values are subject to judgments as to the value of the underlying equipment that can be affected by changes in economic and market conditions and the financial viability of the residual guarantors and insurers. To the extent not guaranteed or assumed by a third party, or otherwise insured against, the Corporation bears the risk of ownership of the leased assets. This includes the risk that the actual value of the leased assets at the end of the lease term will be less than the residual value. The Corporation greatly reduces this risk primarily by using $1.00 buyout leases, in which the entire cost of the leased equipment is included in the contractual payments, leaving no residual payment at the end of the lease terms.

16

Table of Contents

Reserve for Loan and Lease Losses and Recorded Investment in Loans and Leases
The following presents, by portfolio segment, a summary of the activity in the reserve for loan and lease losses, the balance in the reserve for loan and lease losses disaggregated on the basis of impairment method and the recorded investment in loans and leases disaggregated on the basis of impairment method for the three and nine months ended September 30, 2014 and 2013:
(Dollars in thousands)
Commercial,
Financial
and
Agricultural
 
Real Estate—
Commercial
and
Construction
 
Real Estate—
Residential
Secured for
Business
Purpose
 
Real Estate—
Residential
and Home
Equity
Secured for
Personal
Purpose
 
Loans to
Individuals
 
Lease
Financings
 
Unallocated
 
Total
Three Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
9,714

 
$
9,263

 
$
1,025

 
$
1,248

 
$
405

 
$
1,101

 
$
1,338

 
$
24,094

Charge-offs
(968
)
 
(1,570
)
 
(26
)
 
(18
)
 
(169
)
 
(106
)
 
N/A

 
(2,857
)
Recoveries
88

 
58

 
9

 
2

 
53

 
82

 
N/A

 
292

Provision (recovery of provision)
(1,219
)
 
1,337

 
(48
)
 
(54
)
 
43

 
38

 
136

 
233

Ending balance
$
7,615

 
$
9,088

 
$
960

 
$
1,178

 
$
332

 
$
1,115

 
$
1,474

 
$
21,762

Three Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
11,395

 
$
8,662

 
$
586

 
$
1,084

 
$
693

 
$
1,212

 
$
1,086

 
$
24,718

Charge-offs
(812
)
 
(2,784
)
 
(38
)
 
(133
)
 
(216
)
 
(211
)
 
N/A

 
(4,194
)
Recoveries
85

 

 
1

 
2

 
60

 
69

 
N/A

 
217

(Recovery of provision) provision
(152
)
 
2,542

 
682

 
249

 
169

 
198

 
406

 
4,094

Ending balance
$
10,516

 
$
8,420

 
$
1,231

 
$
1,202

 
$
706

 
$
1,268

 
$
1,492

 
$
24,835

Nine Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
9,789

 
$
8,780

 
$
1,062

 
$
1,284

 
$
694

 
$
1,285

 
$
1,600

 
$
24,494

Charge-offs
(2,657
)
 
(2,878
)
 
(140
)
 
(108
)
 
(659
)
 
(396
)
 
N/A

 
(6,838
)
Recoveries
197

 
428

 
57

 
29

 
212

 
224

 
N/A

 
1,147

Provision (recovery of provision)
286

 
2,758

 
(19
)
 
(27
)
 
85

 
2

 
(126
)
 
2,959

Ending balance
$
7,615

 
$
9,088

 
$
960

 
$
1,178

 
$
332

 
$
1,115

 
$
1,474

 
$
21,762

Nine Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
11,594

 
$
7,507

 
$
639

 
$
980

 
$
679

 
$
1,326

 
$
2,021

 
$
24,746

Charge-offs
(1,973
)
 
(6,857
)
 
(112
)
 
(160
)
 
(620
)
 
(637
)
 
N/A

 
(10,359
)
Recoveries
172

 
48

 
9

 
5

 
172

 
428

 
N/A

 
834

Provision (recovery of provision)
723

 
7,722

 
695

 
377

 
475

 
151

 
(529
)
 
9,614

Ending balance
$
10,516

 
$
8,420

 
$
1,231

 
$
1,202

 
$
706

 
$
1,268

 
$
1,492

 
$
24,835

N/A – Not applicable

17

Table of Contents

(Dollars in thousands)
Commercial,
Financial
and
Agricultural
 
Real Estate—
Commercial
and
Construction
 
Real Estate—
Residential
Secured for
Business
Purpose
 
Real Estate—
Residential
and Home
Equity
Secured for
Personal
Purpose
 
Loans to
Individuals
 
Lease
Financings
 
Unallocated
 
Total
At September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
685

 
$
27

 
$
430

 
$

 
$

 
$

 
N/A

 
$
1,142

Ending balance: collectively evaluated for impairment
6,930

 
9,061

 
530

 
1,178

 
332

 
1,115

 
1,474

 
20,620

Total ending balance
$
7,615

 
$
9,088

 
$
960

 
$
1,178

 
$
332

 
$
1,115

 
$
1,474

 
$
21,762

Loans and leases held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
18,214

 
$
37,341

 
$
2,921

 
$
603

 
$

 
$

 
 
 
$
59,079

Ending balance: collectively evaluated for impairment
420,342

 
675,817

 
32,446

 
267,956

 
30,144

 
111,952

 
 
 
1,538,657

Total ending balance
$
438,556

 
$
713,158

 
$
35,367

 
$
268,559

 
$
30,144

 
$
111,952

 
 
 
$
1,597,736

At September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
2,210

 
$
111

 
$
775

 
$

 
$

 
$

 
N/A

 
$
3,096

Ending balance: collectively evaluated for impairment
8,306

 
8,309

 
456

 
1,202

 
706

 
1,268

 
1,492

 
21,739

Total ending balance
$
10,516

 
$
8,420

 
$
1,231

 
$
1,202

 
$
706

 
$
1,268

 
$
1,492

 
$
24,835

Loans and leases held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
14,029

 
$
50,242

 
$
1,776

 
$
720

 
$
37

 
$

 
 
 
$
66,804

Ending balance: collectively evaluated for impairment
416,789

 
630,635

 
33,897

 
233,181

 
42,174

 
102,761

 
 
 
1,459,437

Total ending balance
$
430,818

 
$
680,877

 
$
35,673

 
$
233,901

 
$
42,211

 
$
102,761

 
 
 
$
1,526,241

N/A – Not applicable

18

Table of Contents

Impaired Loans
The following presents, by class of loans, the recorded investment and unpaid principal balance of impaired loans, the amounts of the impaired loans for which there is not an allowance for credit losses and the amounts for which there is an allowance for credit losses at September 30, 2014 and December 31, 2013:
 
At September 30, 2014
 
At December 31, 2013
(Dollars in thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
Impaired loans with no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
14,777

 
$
15,213

 
 
 
$
10,890

 
$
11,749

 
 
Real estate—commercial real estate
27,430

 
28,545

 
 
 
28,883

 
35,700

 
 
Real estate—construction
7,665

 
8,902

 
 
 
12,357

 
14,540

 
 
Real estate—residential secured for business purpose
1,371

 
1,400

 
 
 
224

 
235

 
 
Real estate—residential secured for personal purpose
526

 
547

 
 
 
131

 
131

 
 
Real estate—home equity secured for personal purpose
77

 
77

 
 
 
77

 
77

 
 
Loans to individuals

 

 
 
 
36

 
54

 
 
Total impaired loans with no allowance recorded
$
51,846

 
$
54,684

 
 
 
$
52,598

 
$
62,486

 
 
Impaired loans with an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
3,437

 
$
3,437

 
$
685

 
$
3,215

 
$
3,272

 
$
2,398

Real estate—commercial real estate
2,246

 
2,246

 
27

 

 

 

Real estate—residential secured for business purpose
1,550

 
1,550

 
430

 
1,550

 
1,550

 
501

Real estate—residential secured for personal purpose

 

 

 
970

 
976

 
64

Total impaired loans with an allowance recorded
$
7,233

 
$
7,233

 
$
1,142

 
$
5,735

 
$
5,798

 
$
2,963


 
At September 30, 2014
 
At December 31, 2013
(Dollars in thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
Total impaired loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
18,214

 
$
18,650

 
$
685

 
$
14,105

 
$
15,021

 
$
2,398

Real estate—commercial real estate
29,676

 
30,791

 
27

 
28,883

 
35,700

 

Real estate—construction
7,665

 
8,902

 

 
12,357

 
14,540

 

Real estate—residential secured for business purpose
2,921

 
2,950

 
430

 
1,774

 
1,785

 
501

Real estate—residential secured for personal purpose
526

 
547

 

 
1,101

 
1,107

 
64

Real estate—home equity secured for personal purpose
77

 
77

 

 
77

 
77

 

Loans to individuals

 

 

 
36

 
54

 

Total impaired loans
$
59,079

 
$
61,917

 
$
1,142

 
$
58,333

 
$
68,284

 
$
2,963

Impaired loans includes nonaccrual loans and leases, accruing troubled debt restructured loans and lease modifications and other accruing impaired loans for which it is probable that not all principal and interest payments due will be collectible in accordance with the contractual terms. These loans are individually measured to determine the amount of potential impairment. The loans are reviewed for impairment based on the fair value of the collateral for collateral dependent loans and for certain loans based on discounted cash flows using the loans’ initial effective interest rates. Impaired loans included other accruing impaired loans of $35.1 million and $27.5 million at September 30, 2014 and December 31, 2013, respectively. Specific reserves on other accruing impaired loans were $1.0 million and $1.6 million at September 30, 2014 and December 31, 2013, respectively.

19

Table of Contents

The following presents by class of loans, the average recorded investment in impaired loans and an analysis of interest on impaired loans. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Therefore, interest income on accruing impaired loans is recognized using the accrual method.
 
 
Three Months Ended September 30, 2014
 
Three Months Ended September 30, 2013
(Dollars in thousands)
Average
Recorded
Investment
 
Interest
Income
Recognized*
 
Additional
Interest Income
That Would
Have Been
Recognized
Under Original
Terms
 
Average
Recorded
Investment
 
Interest
Income
Recognized*
 
Additional
Interest Income
That Would
Have Been
Recognized
Under Original
Terms
Commercial, financial and agricultural
$
16,577

 
$
150

 
$
72

 
$
5,971

 
$
29

 
$
70

Real estate—commercial real estate
26,531

 
281

 
82

 
22,789

 
171

 
150

Real estate—construction
9,982

 
20

 
116

 
14,544

 
25

 
184

Real estate—residential secured for business purpose
2,643

 
19

 
13

 
585

 
2

 
2

Real estate—residential secured for personal purpose
590

 

 
9

 
725

 

 
11

Real estate—home equity secured for personal purpose
84

 

 
1

 

 

 

Loans to individuals
1

 

 

 
37

 
1

 

Total
$
56,408

 
$
470

 
$
293

 
$
44,651

 
$
228

 
$
417

*
There was no interest income recognized on a cash basis for nonaccrual loans for the three months ended September 30, 2014 and 2013; includes interest income recognized on the accrual method for accruing impaired loans of $470 thousand and $228 thousand for the three months ended September 30, 2014 and 2013, respectively.

 
Nine Months Ended September 30, 2014
 
Nine Months Ended September 30, 2013
(Dollars in thousands)
Average
Recorded
Investment
 
Interest
Income
Recognized*
 
Additional
Interest Income
That Would
Have Been
Recognized
Under Original
Terms
 
Average
Recorded
Investment
 
Interest
Income
Recognized*
 
Additional
Interest Income
That Would
Have Been
Recognized
Under Original
Terms
Commercial, financial and agricultural
$
14,806

 
$
401

 
$
188

 
$
3,985

 
$
45

 
$
132

Real estate—commercial real estate
25,734

 
816

 
248

 
23,138

 
473

 
566

Real estate—construction
11,499

 
103

 
363

 
15,291

 
81

 
553

Real estate—residential secured for business purpose
2,400

 
52

 
48

 
341

 
2

 
7

Real estate—residential secured for personal purpose
779

 

 
41

 
758

 

 
35

Real estate—home equity secured for personal purpose
82

 

 
3

 
2

 

 

Loans to individuals
5

 

 

 
41

 
3

 

Total
$
55,305

 
$
1,372

 
$
891

 
$
43,556

 
$
604

 
$
1,293

*
Includes interest income recognized on a cash basis for nonaccrual loans of $23 thousand and $6 thousand for the nine months ended September 30, 2014 and 2013, respectively and interest income recognized on the accrual method for accruing impaired loans of $1.3 million and $598 thousand for the nine months ended September 30, 2014 and 2013, respectively.

20

Table of Contents

Troubled Debt Restructured Loans
The following presents, by class of loans, information regarding accruing and nonaccrual loans that were restructured:
 
Three Months Ended September 30, 2014
 
Three Months Ended September 30, 2013
(Dollars in thousands)
Number
of
Loans
 
Pre-
Restructuring
Outstanding
Recorded
Investment
 
Post-
Restructuring
Outstanding
Recorded
Investment
 
Related
Allowance
 
Number
of
Loans
 
Pre-
Restructuring
Outstanding
Recorded
Investment
 
Post-
Restructuring
Outstanding
Recorded
Investment
 
Related
Allowance
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
3

 
$
1,424

 
$
1,424

 
$
132

 

 
$

 
$

 
$

Real estate—commercial real estate
1

 
1,000

 
1,000

 

 
3

 
1,569

 
1,569

 

Real estate—construction

 

 

 

 
1

 
459

 
459

 

Total
4

 
$
2,424

 
$
2,424

 
$
132

 
4

 
$
2,028

 
$
2,028

 
$

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total

 
$

 
$

 
$

 

 
$

 
$

 
$


 
Nine Months Ended September 30, 2014
 
Nine Months Ended September 30, 2013
(Dollars in thousands)
Number
of
Loans
 
Pre-
Restructuring
Outstanding
Recorded
Investment
 
Post-
Restructuring
Outstanding
Recorded
Investment
 
Related
Allowance
 
Number
of
Loans
 
Pre-
Restructuring
Outstanding
Recorded
Investment
 
Post-
Restructuring
Outstanding
Recorded
Investment
 
Related
Allowance
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
3

 
$
1,424

 
$
1,424

 
$
132

 
1

 
$
1,000

 
$
1,000

 
$

Real estate—commercial real estate
1

 
1,000

 
1,000

 

 
3

 
1,569

 
1,569

 

Real estate—construction

 

 

 

 
1

 
459

 
459

 

Total
4

 
$
2,424

 
$
2,424

 
$
132

 
5

 
$
3,028

 
$
3,028

 
$

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—commercial real estate
1

 
$
50

 
$
50

 
$

 

 
$

 
$

 
$

Real estate—residential secured for business purpose
2

 
688

 
688

 

 

 

 

 

Total
3

 
$
738

 
$
738

 
$

 

 
$

 
$

 
$

The Corporation grants concessions primarily related to extensions of interest-only payment periods and an occasional payment modification. These modifications typically are for a short-term basis up to one year. Our goal when restructuring a credit is to establish a reasonable period of time to provide cash flow relief to customers experiencing cash flow difficulties. Accruing troubled debt restructured loans are primarily comprised of loans on which interest is being accrued under the restructured terms, and the loans are current or less than ninety days past due.


21

Table of Contents

The following presents, by class of loans, information regarding the types of concessions granted on accruing and nonaccrual loans that were restructured during the three and nine months ended September 30, 2014 and 2013.
 
Interest Only Term
Extension
 
Temporary Payment
Reduction
 
Interest Rate
Reduction
 
Maturity Date
Extension
 
Payments Suspended
 
Total Concessions
Granted
(Dollars in thousands)
No. of
Loans
 
Amount
 
No. of
Loans
 
Amount
 
No. of
Loans
 
Amount
 
No. of
Loans
 
Amount
 
No. of
Loans
 
Amount
 
No. of
Loans
 
Amount
Three Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 

 
$

 

 
$

 
2

 
$
1,299

 
1

 
$
125

 
3

 
$
1,424

Real estate—commercial real estate

 

 

 

 

 

 
1

 
1,000

 

 

 
1

 
1,000

Total

 
$

 

 
$

 

 
$

 
3

 
$
2,299

 
1

 
$
125

 
4

 
$
2,424

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total

 
$

 

 
$

 

 
$

 

 
$

 

 
$

 

 
$

Three Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—commercial real estate

 
$

 
1

 
$
756

 

 
$

 
2

 
$
813

 

 
$

 
3

 
$
1,569

Real estate—construction

 

 

 

 

 

 
1

 
459

 

 

 
1

 
459

Total

 
$

 
1

 
$
756

 

 
$

 
3

 
$
1,272

 

 
$

 
4

 
$
2,028

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total

 
$

 

 
$

 

 
$

 

 
$

 

 
$

 

 
$

Nine Months Ended September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 

 
$

 

 
$

 
2

 
$
1,299

 
1

 
$
125

 
3

 
$
1,424

Real estate—commercial real estate

 

 

 

 

 

 
1

 
1,000

 

 

 
1

 
1,000

Total

 
$

 

 
$

 

 
$

 
3

 
$
2,299

 
1

 
$
125

 
4

 
$
2,424

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—commercial real estate

 
$

 

 
$

 
1

 
$
50

 

 
$

 

 
$

 
1

 
$
50

Real estate—residential secured for business purpose

 

 

 

 
1

 
55

 
1

 
633

 

 

 
2

 
688

Total

 
$

 

 
$

 
2

 
$
105

 
1

 
$
633

 

 
$

 
3

 
$
738

Nine Months Ended September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
1

 
$
1,000

 

 
$

 

 
$

 

 
$

 

 
$

 
1

 
$
1,000

Real estate—commercial real estate

 

 
1

 
756

 

 

 
2

 
813

 

 

 
3

 
1,569

Real estate—construction

 

 

 

 

 

 
1

 
459

 

 

 
1

 
459

Total
1

 
$
1,000

 
1

 
$
756

 

 
$

 
3

 
$
1,272

 

 
$

 
5

 
$
3,028

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total

 
$

 

 
$

 

 
$

 

 
$

 

 
$

 

 
$


22

Table of Contents

The following presents, by class of loans, information regarding accruing and nonaccrual troubled debt restructured loans, for which there were payment defaults within twelve months of the restructuring date:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
(Dollars in thousands)
Number
of Loans
 
Recorded
Investment
 
Number
of Loans
 
Recorded
Investment
 
Number
of Loans
 
Recorded
Investment
 
Number
of Loans
 
Recorded
Investment
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 
1

 
$
1,000

 

 
$

 
4

 
$
1,230

Total

 
$

 
1

 
$
1,000

 

 
$

 
4

 
$
1,230

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total

 
$

 

 
$

 

 
$

 

 
$

Note 5. Mortgage Servicing Rights
The Corporation has originated mortgage servicing rights which are included in other intangible assets on the consolidated balance sheets. Mortgage servicing rights are amortized in proportion to, and over the period of, estimated net servicing income on a basis similar to the interest method and an accelerated amortization method for loan payoffs. Mortgage servicing rights are subject to impairment testing on a quarterly basis. The aggregate fair value of these rights was $7.3 million and $7.2 million at September 30, 2014 and December 31, 2013, respectively. The fair value of mortgage servicing rights was determined using a discount rate of 10.0% at September 30, 2014, and discount rates ranging from 5.0% to 10.0% at December 31, 2013.
Changes in the mortgage servicing rights balance are summarized as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(Dollars in thousands)
2014
 
2013
 
2014
 
2013
Beginning of period
$
5,378

 
$
5,227

 
$
5,519

 
$
4,152

Servicing rights capitalized
365

 
544

 
724

 
2,183

Amortization of servicing rights
(561
)
 
(287
)
 
(1,068
)
 
(1,099
)
Changes in valuation allowance
243

 

 
250

 
248

End of period
$
5,425

 
$
5,484

 
$
5,425

 
$
5,484

Mortgage loans serviced for others
$
779,701

 
$
736,017

 
$
779,701

 
$
736,017

Activity in the valuation allowance for mortgage servicing rights was as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(Dollars in thousands)
2014
 
2013
 
2014
 
2013
Valuation allowance, beginning of period
$
(243
)
 
$
(249
)
 
$
(250
)
 
$
(497
)
Additions

 

 

 

Reductions
243

 

 
250

 
248

Direct write-downs

 

 

 

Valuation allowance, end of period
$

 
$
(249
)
 
$

 
$
(249
)

23

Table of Contents

The estimated amortization expense of mortgage servicing rights for the remainder of 2014 and the succeeding fiscal years is as follows:
Year
(Dollars in thousands)
Amount
Remainder of 2014
 
$
206

2015
 
799

2016
 
693

2017
 
596

2018
 
511

Thereafter
 
2,620

Note 6. Income Taxes
At September 30, 2014 and December 31, 2013, the Corporation had no material unrecognized tax benefits, accrued interest or penalties. Penalties are recorded in noninterest expense in the year they are assessed and are treated as a non-deductible expense for tax purposes. Interest is recorded in noninterest expense in the year it is assessed and is treated as a deductible expense for tax purposes. At September 30, 2014, the Corporation’s tax years 2011 through 2013 remain subject to federal examination as well as examination by state taxing jurisdictions.
Note 7. Retirement Plans and Other Postretirement Benefits
Substantially all employees who were hired before December 8, 2009 are covered by a noncontributory retirement plan. Employees hired on or after December 8, 2009 are not eligible to participate in the noncontributory retirement plan. The Corporation also provides supplemental executive retirement benefits, a portion of which is in excess of limits imposed on qualified plans by federal tax law. These plans are non-qualified benefit plans. Information on these plans are aggregated and reported under “Retirement Plans” within this footnote.
The Corporation also provides certain postretirement healthcare and life insurance benefits for retired employees. Information on these benefits is reported under “Other Postretirement Benefits” within this footnote.
The Corporation sponsors a Supplemental Non-Qualified Pension Plan which was established in 1981 prior to the existence of a 401(k) deferred salary savings plan, employee stock purchase plan and long-term incentive plans and therefore is not offered to new participants.
Information with respect to the Retirement Plans and Other Postretirement Benefits follows:
Components of net periodic benefit cost (income) were as follows: 
 
Three Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
(Dollars in thousands)
Retirement Plans
 
Other Post Retirement
Benefits
Service cost
$
137

 
$
155

 
$
19

 
$
23

Interest cost
476

 
427

 
32

 
30

Expected return on plan assets
(746
)
 
(630
)
 

 

Amortization of net actuarial loss
164

 
314

 
4

 
6

Accretion of prior service cost
(71
)
 
(58
)
 
(1
)
 
(6
)
Net periodic benefit (income) cost
$
(40
)
 
$
208

 
$
54

 
$
53

 

24

Table of Contents

 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
(Dollars in thousands)
Retirement Plans
 
Other Post Retirement
Benefits
Service cost
$
410

 
$
466

 
$
56

 
$
69

Interest cost
1,426

 
1,284

 
99

 
86

Expected return on plan assets
(2,236
)
 
(1,894
)
 

 

Amortization of net actuarial loss
490

 
943

 
9

 
18

Accretion of prior service cost
(212
)
 
(176
)
 
(4
)
 
(15
)
Net periodic benefit (income) cost
$
(122
)
 
$
623

 
$
160

 
$
158

The Corporation previously disclosed in its financial statements for the year ended December 31, 2013, that it expected to make contributions of $162 thousand to its non-qualified retirement plans and $94 thousand to its other postretirement benefit plans in 2014. During the nine months ended September 30, 2014, the Corporation contributed $90 thousand to its non-qualified retirement plans and $69 thousand to its other postretirement plans. During the nine months ended September 30, 2014, $1.5 million has been paid to participants from the retirement plans and $69 thousand has been paid to participants from the other postretirement plans.
Note 8. Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
(Dollars and shares in thousands, except per share data)
2014
 
2013
 
2014
 
2013
Numerator for basic and diluted earnings per share—income available to common shareholders
$
6,235

 
$
6,039

 
$
17,041

 
$
16,267

Denominator for basic earnings per share—weighted-average shares outstanding
16,226

 
16,658

 
16,241

 
16,714

Effect of dilutive securities—employee stock options and awards
88

 
84

 
90

 
61

Denominator for diluted earnings per share—adjusted weighted-average shares outstanding
16,314

 
16,742

 
16,331

 
16,775

Basic earnings per share
$
0.38

 
$
0.36

 
$
1.05

 
$
0.97

Diluted earnings per share
$
0.38

 
$
0.36

 
$
1.04

 
$
0.97

Average anti-dilutive options and awards excluded from computation of diluted earnings per share
503

 
470

 
499

 
567

Note 9. Accumulated Other Comprehensive (Loss) Income
The following table shows the components of accumulated other comprehensive (loss) income, net of taxes, for the periods presented:
(Dollars in thousands)
Net Unrealized
(Losses) Gains  on
Available-for-Sale
Investment
Securities
 
Net Change
Related to
Derivative Used
for Cash Flow
Hedge
 
Net Change
Related to
Defined Benefit
Pension Plan
 
Accumulated
Other
Comprehensive
(Loss) Income
Balance, December 31, 2013
$
(1,472
)
 
$

 
$
(8,483
)
 
$
(9,955
)
Net Change
2,869

 

 
185

 
3,054

Balance, September 30, 2014
$
1,397

 
$

 
$
(8,298
)
 
$
(6,901
)
Balance, December 31, 2012
$
8,344

 
$
(1,241
)
 
$
(14,023
)
 
$
(6,920
)
Net Change
(8,524
)
 
1,241

 
500

 
(6,783
)
Balance, September 30, 2013
$
(180
)
 
$

 
$
(13,523
)
 
$
(13,703
)

25

Table of Contents

The following table illustrates the amounts reclassified out of each component of accumulated comprehensive (loss) income for the three and nine months ended September 30, 2014 and 2013:
Details about Accumulated Other
Comprehensive (Loss) Income Components
 
Amount Reclassified from Accumulated
Other Comprehensive (Loss) Income
 
Affected Line Item in the
Statement of Income
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
 
(Dollars in thousands)
 
2014
 
2013
 
2014
 
2013
 
 
Net unrealized holding gains (losses) on available-for-sale investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
$

 
$
1,426

 
$
557

 
$
2,950

 
Net gain on sales of investment securities
 
 

 
1,426

 
557

 
2,950

 
Total before tax
 
 

 
(499
)
 
(195
)
 
(1,032
)
 
Tax expense
 
 
$

 
$
927

 
$
362

 
$
1,918

 
Net of tax
Cash flow hedge derivative:
 
 
 
 
 
 
 
 
 
 
 
 
$

 
$

 
$

 
$
(1,866
)
 
Net loss on interest rate swap
 
 

 

 

 
(1,866
)
 
Total before tax
 
 

 

 

 
653

 
Tax benefit
 
 
$

 
$

 
$

 
$
(1,213
)
 
Net of tax
Defined benefit pension plans:
 
 
 
 
 
 
 
 
 
 
Amortization of net loss included in net periodic pension costs*
 
$
(168
)
 
$
(320
)
 
$
(499
)
 
$
(961
)
 
 
Accretion of prior service cost included in net periodic pension costs*
 
72

 
64

 
216

 
191

 
 
 
 
(96
)
 
(256
)
 
(283
)
 
(770
)
 
Total before tax
 
 
33

 
90

 
98

 
270

 
Tax benefit
 
 
$
(63
)
 
$
(166
)
 
$
(185
)
 
$
(500
)
 
Net of tax
*
These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. (See Note 7—Retirement Plans and Other Postretirement Benefits for additional details.)
Note 10. Derivative Instruments and Hedging Activities
The Corporation may use interest-rate swap agreements to modify interest rate characteristics from variable to fixed or fixed to variable in order to reduce the impact of interest rate changes on future net interest income. Recorded amounts related to interest-rate swaps are included in other assets or liabilities. The Corporation’s credit exposure on interest rate swaps includes fair value and any collateral that is held by a third party. Changes in the fair value of derivative instruments designated as hedges of future cash flows are recognized in accumulated other comprehensive income until the underlying forecasted transactions occur, at which time the deferred gains and losses are recognized in earnings. For a qualifying fair value hedge, the gain or loss on the hedging instrument is recognized in earnings, and the change in fair value of the hedge item, to the extent attributable to the hedged risk, adjusts the carrying amount of the hedge item and is recognized in earnings.
Derivative loan commitments represent agreements for delayed delivery of financial instruments in which the buyer agrees to purchase and the seller agrees to deliver, at a specified future date, a specified instrument at a specified price or yield. The Corporation’s derivative loan commitments are commitments to sell loans secured by 1-to 4-family residential properties whose predominant risk characteristic is interest rate risk. The fair values of these derivative loan commitments are based upon the estimated amount the Corporation would receive or pay to terminate the contracts or agreements, taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparties.

26

Table of Contents

The following table presents the notional amounts and fair values of derivatives not designated as hedging instruments recorded on the consolidated balance sheets at September 30, 2014 and December 31, 2013:
 
 
 
Derivative Assets
 
Derivative Liabilities
(Dollars in thousands)
Notional
Amount
 
Balance Sheet
Classification
 
Fair
Value
 
Balance Sheet
Classification
 
Fair
Value
At September 30, 2014
 
 
 
 
 
 
 
 
 
Interest rate locks with customers
$
25,926

 
Other Assets
 
$
660

 
 
 
$

Forward loan sale commitments
28,195

 
 
 

 
Other Liabilities
 
90

Total
$
54,121

 
 
 
$
660

 
 
 
$
90

At December 31, 2013
 
 
 
 
 
 
 
 
 
Interest rate locks with customers
$
15,176

 
Other Assets
 
$
321

 
 
 
$

Forward loan sale commitments
17,425

 
Other Assets
 
25

 
 
 

Total
$
32,601

 
 
 
$
346

 
 
 
$

There were no derivatives designated as hedging instruments recorded on the consolidated balance sheets at September 30, 2014 and December 31, 2013.
For the three and nine months ended September 30, 2014 and 2013, the amounts included in the consolidated statements of income for derivatives not designated as hedging instruments are shown in the table below:
 
Statement of Income Classification
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
(Dollars in thousands)
2014
 
2013
 
2014
 
2013
Interest rate locks with customers
Net loss (gain) on mortgage banking activities
 
$
(109
)
 
$
913

 
$
339

 
$
(698
)
Forward loan sale commitments
Net gain (loss) on mortgage banking activities
 
99

 
(1,133
)
 
(114
)
 
(307
)
Total
 
 
$
(10
)
 
$
(220
)
 
$
225

 
$
(1,005
)
For the three and nine months ended September 30, 2014 and 2013, the amounts included in the consolidated statements of income for derivatives designated as hedging instruments are shown in the table below:
 
Statement of Income Classification
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
(Dollars in thousands)
2014
 
2013
 
2014
 
2013
Interest rate swap—cash flow hedge—loss on termination
Net loss on termination of interest rate swap
 
$

 
$

 
$

 
$
(1,866
)
Interest rate swap—cash flow hedge—interest payments
Interest expense
 

 

 

 
124

Interest rate swap—cash flow hedge—ineffectiveness
Interest expense
 

 

 

 

Net loss
 
 
$

 
$

 
$

 
$
(1,990
)

27

Table of Contents

Note 11. Fair Value Disclosures
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Corporation determines the fair value of its financial instruments based on the fair value hierarchy. The Corporation maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Corporation. Unobservable inputs are inputs that reflect the Corporation’s assumptions that the market participants would use in pricing the asset or liability based on the best information available in the circumstances, including assumptions about risk. Three levels of inputs are used to measure fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement. Transfers between levels are recognized at the end of the reporting period.
Level 1: Valuations are based on quoted prices in active markets for identical assets or liabilities that the Corporation can access at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2: Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3: Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Assets and liabilities utilizing Level 3 inputs include: financial instruments whose value is determined using pricing models, discounted cash-flow methodologies, or similar techniques, as well as instruments for which the fair value calculation requires significant management judgment or estimation.
Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.
Investment Securities
Where quoted prices are available in an active market for identical instruments, investment securities are classified within Level 1 of the valuation hierarchy. Level 1 investment securities include U.S. Treasury securities, most equity securities and money market mutual funds. Mutual funds are registered investment companies which are valued at net asset value of shares on a market exchange at the close of business at period end. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Examples of instruments, which would generally be classified within Level 2 of the valuation hierarchy, include securities issued by U.S. Government sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, corporate and municipal bonds and certain equity securities. In cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy.
Fair values for securities are determined using independent pricing services and market-participating brokers. The Corporation’s independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flow and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service’s evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does have not sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third party service’s valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control.
On a quarterly basis, the Corporation reviews changes, as submitted by the pricing service, in the market value of its security portfolio. Individual changes in valuations are reviewed for consistency with general interest rate movements and any known credit concerns for specific securities. Additionally, on an annual basis, the Corporation has its security portfolio priced by a second pricing service to determine consistency with another market evaluator, except for municipal bonds which are priced by another service provider on a sample basis. If, upon the Corporation’s review or in comparing with another servicer, a material difference between pricing evaluations were to exist, the Corporation may submit an inquiry to its current pricing service regarding the data used to make the valuation of a particular security. If the Corporation determines it has market information that would support a different valuation than its current pricing service’s evaluation it can submit a challenge for a change to that security’s valuation. There were no material differences in valuations noted at September 30, 2014.

28

Table of Contents

Derivative Financial Instruments
The fair values of derivative financial instruments are based upon the estimated amount the Corporation would receive or pay to terminate the contracts or agreements, taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparties. Derivative financial instruments are classified within Level 2 of the valuation hierarchy.

Contingent Consideration Liability
The Corporation estimates the fair value of the contingent consideration liability by using a discounted cash flow model of future contingent payments based on projected revenue related to the acquired business. The estimated fair value of the contingent consideration liability is reviewed on a quarterly basis and any valuation adjustments resulting from a change in the discount rate or change of estimated future contingent payments based on projected revenue of the acquired business affecting the contingent consideration liability will be recorded through noninterest expense. Due to the significant unobservable input related to the projected revenue, the contingent consideration liability is classified within Level 3 of the valuation hierarchy. An increase in the projected revenue may result in a higher fair value of the contingent consideration liability. Alternatively, a decrease in the projected revenue may result in a lower estimated fair value of the contingent consideration liability.
For the Sterner Insurance Associates acquisition, the potential cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $5.7 million over the three-year period ending June 30, 2017.
For the Girard Partners acquisition, the potential cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $14.5 million cumulative over the five-year period ending December 31, 2018.
For the John T. Fretz Insurance Agency acquisition, the remaining potential future cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $620 thousand cumulative over the two-year period ending April 30, 2016.
For the Javers Group acquisition, the Corporation recorded a reduction to the contingent liability during the second quarter of 2013 which resulted in a reduction of other noninterest expense of $959 thousand. The adjustment reflects that revenue levels necessary for an earn-out payment in the first year post-acquisition were not met and that revenue growth levels necessary to qualify for subsequent years’ earn-out payments to be made are remote. Therefore, as of September 30, 2014, the fair value of this contingent consideration liability is $0. The Javers’ original contingent consideration arrangement ranged from $0 to a maximum of $1.7 million cumulative over the three-year period ending June 30, 2015.

29

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The following table presents the assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013, classified using the fair value hierarchy:
 
At September 30, 2014
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets/
Liabilities at
Fair Value
Assets:
 
Available-for-sale securities:
 
 
 
 
 
 
 
U.S. treasuries
$
4,790

 
$

 
$

 
$
4,790

U.S. government corporations and agencies

 
122,403

 

 
122,403

State and political subdivisions

 
106,407

 

 
106,407

Residential mortgage-backed securities

 
13,553

 

 
13,553

Collateralized mortgage obligations

 
6,475

 

 
6,475

Corporate bonds

 
42,975

 

 
42,975

Money market mutual funds
6,442

 

 

 
6,442

Equity securities
1,257

 

 

 
1,257

Total available-for-sale securities
12,489

 
291,813

 

 
304,302

Interest rate locks with customers

 
660

 

 
660

Total assets
$
12,489

 
$
292,473

 
$

 
$
304,962

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liability
$

 
$

 
$
6,669

 
$
6,669

Forward loan sale commitments

 
90

 

 
90

Total liabilities
$

 
$
90

 
$
6,669

 
$
6,759

 
At December 31, 2013
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets/
Liabilities at
Fair Value
Assets:
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
U.S. treasuries
$
4,708

 
$

 
$

 
$
4,708

U.S. government corporations and agencies

 
128,148

 

 
128,148

State and political subdivisions

 
107,657

 

 
107,657

Residential mortgage-backed securities

 
35,480

 

 
35,480

Collateralized mortgage obligations

 
7,201

 

 
7,201

Corporate bonds

 
33,840

 

 
33,840

Money market mutual funds
16,900

 

 

 
16,900

Equity securities
2,347

 

 

 
2,347

Total available-for-sale securities
23,955

 
312,326

 

 
336,281

Interest rate locks with customers

 
321

 

 
321

Forward loan sale commitments

 
25

 

 
25

Total assets
$
23,955

 
$
312,672

 
$

 
$
336,627

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liability
$

 
$

 
$
501

 
$
501

Total liabilities
$

 
$

 
$
501

 
$
501

At September 30, 2014 and December 31, 2013, the Corporation had no assets measured at fair value on a recurring basis utilizing Level 3 inputs.

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The following table presents the change in the balance of the contingent consideration liability related to acquisitions for which the Corporation utilized Level 3 inputs to determine fair value on a recurring basis for the nine months ended September 30, 2014 and 2013:
 
Nine Months Ended September 30, 2014
(Dollars in thousands)
Balance at
December 31,
2013
 
Contingent
Consideration
from New
Acquisition
 
Payment of
Contingent
Consideration
 
Adjustment
of Contingent
Consideration
 
Balance at September 30, 2014
Girard Partners
$

 
$
5,470

 
$

 
$
197

 
$
5,667

John T. Fretz Insurance Agency
501

 

 
(310
)
 
154

 
345

Sterner Insurance Associates
$

 
$
635

 
$

 
$
22

 
657

Total contingent consideration liability
$
501

 
$
6,105

 
$
(310
)
 
$
373

 
$
6,669

 
Nine Months Ended September 30, 2013
(Dollars in thousands)
Balance at
December 31,
2012
 
Contingent
Consideration
from New
Acquisition
 
Payment of
Contingent
Consideration
 
Adjustment
of Contingent
Consideration
 
Balance at September 30, 2013
Javers Group
$
903

 
$

 
$

 
$
(903
)
 
$

John T. Fretz Insurance Agency

 
454

 

 
29

 
483

Total contingent consideration liability
$
903

 
$
454

 
$

 
$
(874
)
 
$
483

The Corporation may be required periodically to measure certain assets and liabilities at fair value on a non-recurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower of cost or market accounting or impairment charges of individual assets. The following table represents assets measured at fair value on a non-recurring basis at September 30, 2014 and December 31, 2013:
 
At September 30, 2014
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets/Liabilities at
Fair Value
Impaired loans held for investment
$

 
$

 
$
57,937

 
$
57,937

Total
$

 
$

 
$
57,937

 
$
57,937

 
At December 31, 2013
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets/Liabilities at
Fair Value
Impaired loans held for investment
$

 
$

 
$
55,370

 
$
55,370

Total
$

 
$

 
$
55,370

 
$
55,370


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The following table presents assets and liabilities and off-balance sheet items not measured at fair value on a recurring or non-recurring basis in the Corporation’s consolidated balance sheets but for which the fair value is required to be disclosed at September 30, 2014 and December 31, 2013. The disclosed fair values are classified using the fair value hierarchy.
 
At September 30, 2014
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Fair
Value
 
Carrying
Amount
Assets:
 
 
 
 
 
 
 
 
 
Cash and short-term interest-earning assets
$
68,408

 
$

 
$

 
$
68,408

 
$
68,408

Held-to-maturity securities

 
57,101

 

 
57,101

 
56,476

Loans held for sale

 
2,199

 

 
2,199

 
2,156

Net loans and leases held for investment

 

 
1,526,454

 
1,526,454

 
1,518,037

Mortgage servicing rights

 

 
7,337

 
7,337

 
5,425

Other real estate owned

 
955

 

 
955

 
955

Total assets
$
68,408

 
$
60,255

 
$
1,533,791

 
$
1,662,454

 
$
1,651,457

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand and savings deposits, non-maturity
$
1,598,967

 
$

 
$

 
$
1,598,967

 
$
1,598,967

Time deposits

 
263,317

 

 
263,317

 
261,176

Total deposits
1,598,967

 
263,317

 

 
1,862,284

 
1,860,143

Short-term borrowings

 
34,728

 

 
34,728

 
38,005

Total liabilities
$
1,598,967

 
$
298,045

 
$

 
$
1,897,012

 
$
1,898,148

Off-Balance-Sheet:
 
 
 
 
 
 
 
 
 
Commitments to extend credit
$

 
$
(1,408
)
 
$

 
$
(1,408
)
 
$

 
At December 31, 2013
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Fair
Value
 
Carrying
Amount
Assets:
 
 
 
 
 
 
 
 
 
Cash and short-term interest-earning assets
$
69,169

 
$

 
$

 
$
69,169

 
$
69,169

Held-to-maturity securities

 
66,853

 

 
66,853

 
66,003

Loans held for sale

 
2,267

 

 
2,267

 
2,267

Net loans and leases held for investment

 

 
1,477,945

 
1,477,945

 
1,461,620

Mortgage servicing rights

 
7,188

 

 
7,188

 
5,519

Other real estate owned

 
1,650

 

 
1,650

 
1,650

Total assets
$
69,169

 
$
77,958

 
$
1,477,945

 
$
1,625,072

 
$
1,606,228

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand and savings deposits, non-maturity
$
1,573,709

 
$

 
$

 
$
1,573,709

 
$
1,573,709

Time deposits

 
268,909

 

 
268,909

 
270,789

Total deposits
1,573,709

 
268,909

 

 
1,842,618

 
1,844,498

Short-term borrowings

 
35,687

 

 
35,687

 
37,256

Total liabilities
$
1,573,709

 
$
304,596

 
$

 
$
1,878,305

 
$
1,881,754

Off-Balance-Sheet:
 
 
 
 
 
 
 
 
 
Commitments to extend credit
$

 
$
(1,357
)
 
$

 
$
(1,357
)
 
$


The following valuation methods and assumptions were used by the Corporation in estimating its fair value for financial instruments measured at fair value on a non-recurring basis and financial instruments not measured at fair value on a recurring or non-recurring basis in the Corporation’s consolidated balance sheets but for which the fair value is required to be disclosed:

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Cash and short-term interest-earning assets: The carrying amounts reported in the balance sheet for cash and due from banks, interest-earning deposits with other banks, and other short-term investments approximates those assets’ fair values. Cash and short-term interest-earning assets are classified within Level 1 in the fair value hierarchy.
Held-to-maturity securities: Fair values for the held-to-maturity investment securities are estimated by using pricing models or quoted prices of securities with similar characteristics and are classified in Level 2 in the fair value hierarchy.
Loans held for sale: The fair value of the Corporation’s mortgage loans held for sale are generally determined using a pricing model based on current market information obtained from external sources, including interest rates, bids or indications provided by market participants on specific loans that are actively marketed for sale. These loans are primarily residential mortgage loans and are generally classified in Level 2 due to the observable pricing data. Loans held for sale are carried at the lower of cost or estimated fair value. There were no valuation adjustments for loans held for sale at September 30, 2014 and December 31, 2013.
Loans and leases held for investment: The fair values for loans are estimated using discounted cash flow analyses, using a discount rate based on current interest rates at which similar loans with similar terms would be made to borrowers and include components for credit risk, operating expense and embedded prepayment options. An overall valuation adjustment is made for specific credit risks in addition to general portfolio risk and is significant to the valuation. As permitted, the fair value of the loans and leases are not based on the exit price concept as discussed in the first paragraph of this note. Loans and leases are classified within Level 3 in the fair value hierarchy.
Impaired loans held for investment: Impaired loans held for investment include those collateral-dependent loans for which the practical expedient was applied, resulting in a fair-value adjustment to the loan. Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or fair value. Fair value is measured based on the value of the collateral securing these loans less costs to sell and is classified at a Level 3 in the fair value hierarchy. The fair value of collateral is based on appraisals performed by qualified licensed appraisers hired by the Corporation. At September 30, 2014, impaired loans held for investment had a carrying amount of $59.1 million with a valuation allowance of $1.1 million. At December 31, 2013, impaired loans held for investment had a carrying amount of $58.3 million with a valuation allowance of $3.0 million.
Mortgage servicing rights: The Corporation estimates the fair value of mortgage servicing rights using discounted cash flow models that calculate the present value of estimated future net servicing income. The model uses readily available prepayment speed assumptions for the interest rates of the portfolios serviced. Mortgage servicing rights were classified within Level 2 of the valuation hierarchy at December 31, 2013. The Corporation’s valuation model has not changed from December 31, 2013; however, management’s assessment of the inputs has resulted in mortgage servicing rights being classified within Level 3 of the valuation hierarchy at September 30, 2014. The Corporation reviews the mortgage servicing rights portfolio on a quarterly basis for impairment and the mortgage servicing rights are carried at the lower of amortized cost or estimated fair value. At September 30, 2014, mortgage servicing rights had a carrying amount of $5.4 million with no valuation allowance. At December 31, 2013, mortgage servicing rights had a carrying amount of $5.8 million with a valuation allowance of $250 thousand.
Goodwill and other identifiable assets: Certain non-financial assets subject to measurement at fair value on a non-recurring basis include goodwill and other identifiable intangible assets. During the nine months ended September 30, 2014, there were no triggering events that required valuation of goodwill and other identifiable intangible assets.
Other real estate owned: The fair value of other real estate owned is estimated based upon its appraised value less costs to sell. The real estate is stated at an amount equal to the loan balance prior to foreclosure, plus costs incurred for improvements to the property but no more than the fair value of the property, less estimated costs to sell. New appraisals are generally obtained on an annual basis. Other real estate owned is classified within Level 2 of the valuation hierarchy.
Deposit liabilities: The fair values for demand and savings accounts, with no stated maturities, is the amount payable on demand at the reporting date (carrying value) and are classified within Level 1 in the fair value hierarchy. The fair values for time deposits with fixed maturities are estimated by discounting the final maturity using interest rates currently offered for deposits with similar remaining maturities. Time deposits are classified within Level 2 in the fair value hierarchy.
Short-term borrowings: The fair value of customer repurchase agreements and federal funds purchased are estimated using current market rates for similar borrowings and are classified within Level 2 in the fair value hierarchy.
Off-balance-sheet instruments: Fair values for the Corporation’s off-balance-sheet instruments are based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing and are classified within Level 2 in the fair value hierarchy.

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Table of Contents

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(All dollar amounts presented within tables are in thousands, except per share data. “BP” equates to “basis points” “N/ M” equates to “not meaningful” “—” equates to “zero” or “doesn’t round to a reportable number” and “N/A” equates to “not applicable.” Certain amounts have been reclassified to conform to the current-year presentation.)
Forward-Looking Statements
The information contained in this report may contain forward-looking statements. When used or incorporated by reference in disclosure documents, the words “believe,” “anticipate,” “estimate,” “expect,” “project,” “target,” “goal” and similar expressions are intended to identify forward-looking statements within the meaning of section 27A of the Securities Act of 1933. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including those set forth below:
 
Operating, legal and regulatory risks
Economic, political and competitive forces impacting various lines of business
The risk that our analysis of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful
Volatility in interest rates
Other risks and uncertainties, including those occurring in the U.S. and world financial systems
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected or projected. These forward-looking statements speak only at the date of the report. The Corporation expressly disclaims any obligation to publicly release any updates or revisions to reflect any change in the Corporation’s expectations with regard to any change in events, conditions or circumstances on which any such statement is based.
Critical Accounting Policies
Management, in order to prepare the Corporation’s financial statements in conformity with U.S. generally accepted accounting principles, is required to make estimates and assumptions that affect the amounts reported in the Corporation’s financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies, discussed below, could materially affect the results of operations and financial position of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and assessment for impairment of certain investment securities, reserve for loan and lease losses, valuation of goodwill and other intangible assets, mortgage servicing rights, deferred tax assets and liabilities, benefit plans and stock-based compensation as areas with critical accounting policies. For more information on these critical accounting policies, please refer to the Corporation’s 2013 Annual Report on Form 10-K.
General
Univest Corporation of Pennsylvania (the Corporation), is a Bank Holding Company owning all of the capital stock of Univest Bank and Trust Co. (the Bank).
The Bank is engaged in the general commercial and consumer banking business and provides a full range of banking and trust services to its customers. The Bank is the parent company of Delview, Inc., which is the parent company of Univest Insurance, Inc., an independent insurance agency, Univest Investments, Inc., a full-service broker-dealer and investment advisory firm and Girard Partners (Girard), a registered investment advisory firm acquired in January 2014. The Bank is also the parent company of Univest Capital, Inc., an equipment financing business, and TCG Investment Advisory, a registered investment advisor which provides discretionary investment consulting and management services. Through its wholly-owned subsidiaries, the Bank provides a variety of financial services to individuals, municipalities and businesses throughout its markets of operation.




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Table of Contents

Executive Overview
The Corporation’s consolidated net income, earnings per share and returns on average assets and average equity were as follows:
 
Three Months Ended 
 September 30,
 
Change
 
Nine Months Ended 
 September 30,
 
Change
(Dollars in thousands, except per share data)
2014
 
2013
 
Amount
 
Percent
 
2014
 
2013
 
Amount
 
Percent
Net income
$
6,235

 
$
6,039

 
$
196

 
3
%
 
$
17,041

 
$
16,267

 
$
774

 
5
%
Net income per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.38

 
$
0.36

 
$
0.02

 
6

 
$
1.05

 
$
0.97

 
$
0.08

 
8

Diluted
0.38

 
0.36

 
0.02

 
6

 
1.04

 
0.97

 
0.07

 
7

Return on average assets
1.12
%
 
1.07
%
 
5 BP

 
5

 
1.04
%
 
0.97
%
 
7 BP

 
7

Return on average equity
8.58
%
 
8.55
%
 
3 BP

 

 
7.98
%
 
7.67
%
 
31 BP

 
4

Net interest income on a tax-equivalent basis of $19.5 million for the three months ended September 30, 2014 was consistent with the same period in 2013. The net interest margin on a tax-equivalent basis for the third quarter of 2014 was 3.88%, an increase of 5 basis points compared to 3.83% for the third quarter of 2013. Net interest income on a tax-equivalent basis of $57.7 million for the nine months ended September 30, 2014 decreased $247 thousand, or less than 1% compared to the same period in 2013. The tax-equivalent net interest margin for the nine months ended September 30, 2014 was 3.90% compared to 3.81% for the same period in the prior year.
The provision for loan and lease losses for the three months ended September 30, 2014 was $233 thousand, a decrease of $3.9 million compared to the same period in 2013. The provision for loan and lease losses was $3.0 million for the nine months ended September 30, 2014, a decrease of $6.7 million compared to the same period in 2013.
Noninterest income for the three months ended September 30, 2014 was $12.5 million, a decrease of $692 thousand, or 5% from the comparable period in the prior year. Non-interest income for the nine months ended September 30, 2014 was $36.6 million, an increase of $907 thousand, or 3% from the comparable period in the prior year.
Non-interest expense for the three months ended September 30, 2014 was $22.0 million, an increase of $2.0 million, or 10% from the comparable period in the prior year. Non-interest expense for the nine months ended September 30, 2014 was $64.7 million, an increase of $5.2 million, or 9% from the comparable period in the prior year.
Gross loans and leases held for investment grew $56.3 million, or 4% from December 31, 2013. Deposits increased $15.6 million, or 1% from December 31, 2013.
Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications, decreased to $18.8 million at September 30, 2014, from $23.2 million at December 31, 2013 and $24.0 million at September 30, 2013. Nonaccrual loans and leases as a percentage of total loans and leases held for investment was 1.18% at September 30, 2014 compared to 1.51% at December 31, 2013 and 1.57% at September 30, 2013. Net loan and lease charge-offs were $2.6 million and $5.7 million for the three and nine months ended September 30, 2014, respectively, down $1.4 million and $3.8 million, respectively, from the same periods in 2013.
Valley Green Bank
On June 17, 2014, the Corporation, the Bank and Valley Green Bank (Valley Green) entered into an Agreement and Plan of Merger (Merger Agreement) pursuant to which Valley Green will be merged with and into the Bank in an all-stock transaction with an aggregate value of approximately $76 million. Headquartered in the Mt. Airy neighborhood of Philadelphia, Valley Green had approximately $390 million in assets, $349 million in loans, and $353 million in deposits at June 30, 2014 and operates three full-service banking offices and two loan production offices in the greater Philadelphia marketplace.
Under the terms of the Merger Agreement, Valley Green shareholders will receive shares of the Corporation’s common stock equal to $27.00 for each share of Valley Green stock outstanding, subject to certain adjustments depending upon the changes in the price of the Corporation’s common stock. The final exchange ratio will be based upon an average closing price of the Corporation’s common stock over the 20 consecutive trading day period ending on the day prior to the closing date.


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Table of Contents

With the assumption of Valley Green’s three branches and two loan production offices in the Philadelphia marketplace, the Corporation enters a new and highly attractive small business and consumer market and expands its existing lending network within southeastern Pennsylvania. Upon the closing, Valley Green will operate as a separate division of the Bank, under the Valley Green brand. The transaction is anticipated to be accretive to the Corporation’s earnings per share in the first combined year of operations, with earnings accretion greater than 10% in year two.
The Merger Agreement has been approved by the Boards of Directors of the Corporation, the Bank and Valley Green and remains subject to approval by the shareholders of both companies, as well as their regulatory authorities. The transaction is expected to close in the first quarter of 2015.
Sterner Insurance Associates
On July 1, 2014, the Corporation and its insurance subsidiary, Univest Insurance, completed the acquisition of Sterner Insurance Associates (Sterner), a full service firm providing insurance and consultative risk management solutions to individuals and businesses throughout the Lehigh Valley, Berks, Bucks and Montgomery counties. The Corporation paid $3.9 million in cash and assumed liabilities of $940 thousand at closing with additional contingent consideration to be paid in annual installments over the three-year period ending June 30, 2017, based on the achievement of certain levels of revenue growth and EBITDA (earnings before interest, taxes, depreciation and amortization). At the acquisition date, the Corporation recorded the estimated fair value of the contingent consideration of $635 thousand in other liabilities. The potential cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $5.7 million cumulative over the next three years. As a result of the Sterner acquisition, the Corporation recorded goodwill of $3.4 million (inclusive of the contingent consideration) and customer related intangibles of $1.6 million.
Girard Partners
On January 27, 2014, the Corporation completed the acquisition of Girard Partners (Girard), a registered investment advisory firm with more than $500 million in assets under management. The Corporation increased its assets under management to over $3.0 billion at the acquisition date and expanded its advisory capabilities. The Corporation paid $5.4 million in cash at closing with additional contingent consideration to be paid in annual installments over the five-year period ending December 31, 2018, based on the achievement of certain levels of EBITDA. As of the effective date of the acquisition, January 1, 2014, the Corporation recorded the estimated fair value of the contingent consideration of $5.5 million in other liabilities. The potential cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $14.5 million cumulative over the next five years. As a result of the Girard acquisition, the Corporation recorded goodwill of $6.8 million (inclusive of the contingent consideration) and customer related intangibles of $4.3 million.
Details of the changes in the various components of net income and the balance sheet are further discussed in the sections that follow.
The Corporation earns its revenues primarily from the margins and fees it generates from the lending and depository services it provides as well as fee-based income from trust, insurance, mortgage banking and investment services to customers. The Corporation seeks to achieve adequate and reliable earnings by growing its business while maintaining adequate levels of capital and liquidity and limiting its exposure to credit and interest rate risk to Board of Directors approved levels. As interest rates increase, fixed-rate assets that banks hold will tend to decrease in value; conversely, as interest rates decline, fixed-rate assets that banks hold will tend to increase in value. The Corporation is in an asset sensitive position, as interest rates remain at historically low levels; however, the Corporation anticipates further increases in interest rates over the longer term, which it expects would benefit its net interest margin.
The Corporation seeks to establish itself as the financial provider of choice in the markets it serves. It plans to achieve this goal by offering a broad range of high quality financial products and services and by increasing market awareness of its brand and the benefits that can be derived from its products. The Corporation operates in an attractive market for financial services but also is in intense competition with domestic and international banking organizations and other insurance and investment providers for the financial services business. The Corporation has taken initiatives to achieve its business objectives by acquiring banks and other financial service providers in strategic markets, through marketing, public relations and advertising, by establishing standards of service excellence for its customers, and by using technology to ensure that the needs of its customers are understood and satisfied.


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Table of Contents

Results of Operations
Net Interest Income
Net interest income is the difference between interest earned on loans and leases, investments and other interest-earning assets and interest paid on deposits and other interest-bearing liabilities. Net interest income is the principal source of the Corporation’s revenue. Table 1 presents a summary of the Corporation’s average balances, the tax-equivalent yields earned on average assets, and the cost of average liabilities, and shareholders’ equity on a tax-equivalent basis for the three and nine months ended September 30, 2014 and 2013. The tax-equivalent net interest margin is tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread represents the difference between the weighted average tax-equivalent yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. The effect of net interest free funding sources represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders’ equity. Table 2 analyzes the changes in the tax-equivalent net interest income for the periods broken down by their rate and volume components. Sensitivities associated with the mix of assets and liabilities are numerous and complex. The Investment Asset/Liability Management Committee works to maintain an adequate and stable net interest margin for the Corporation.
Three and nine months ended September 30, 2014 versus 2013
Net interest income on a tax-equivalent basis of $19.5 million for the three months ended September 30, 2014 was consistent with the same period in 2013. Net interest income on a tax-equivalent basis for the nine months ended September 30, 2014 was $57.7 million, a decrease of $247 thousand, or less than 1% compared to the same period in 2013. The decline in the year-to-date net interest income from the prior year was primarily attributable to a reduction in investment securities. This decline was partially offset as loan growth more than compensated for the reduction in loan rates; maturities of time deposits and reductions in time deposit rates, and the 2013 redemption of the Corporation’s trust preferred securities. The tax-equivalent net interest margin for the three months ended September 30, 2014 increased 5 basis points to 3.88% from 3.83% for the three months ended September 30, 2013. The tax-equivalent net interest margin for the nine months ended September 30, 2014 increased 9 basis points to 3.90% from 3.81% for the nine months ended September 30, 2013.


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Table of Contents

 Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis
 
Three Months Ended September 30,
 
2014
 
2013
(Dollars in thousands)
Average
Balance
 
Income/
Expense
 
Average
Rate
 
Average
Balance
 
Income/
Expense
 
Average
Rate
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits with other banks
$
34,701

 
$
18

 
0.21
%
 
$
36,137

 
$
25

 
0.27
%
U.S. government obligations
127,505

 
320

 
1.00

 
175,753

 
484

 
1.09

Obligations of states and political subdivisions
107,039

 
1,360

 
5.04

 
117,166

 
1,589

 
5.38

Other debt and equity securities
125,730

 
643

 
2.03

 
186,523

 
907

 
1.93

Total interest-earning deposits and investments
394,975

 
2,341

 
2.35

 
515,579

 
3,005

 
2.31

Commercial, financial and agricultural loans
394,297

 
4,054

 
4.08

 
395,251

 
4,062

 
4.08

Real estate—commercial and construction loans
622,249

 
7,105

 
4.53

 
590,967

 
7,071

 
4.75

Real estate—residential loans
298,530

 
2,684

 
3.57

 
261,586

 
2,463

 
3.74

Loans to individuals
30,616

 
492

 
6.38

 
42,483

 
587

 
5.48

Municipal loans and leases
181,170

 
2,214

 
4.85

 
147,505

 
1,875

 
5.04

Lease financings
71,103

 
1,586

 
8.85

 
69,058

 
1,610

 
9.25

Gross loans and leases
1,597,965

 
18,135

 
4.50

 
1,506,850

 
17,668

 
4.65

Total interest-earning assets
1,992,940

 
20,476

 
4.08

 
2,022,429

 
20,673

 
4.06

Cash and due from banks
36,600

 
 
 
 
 
34,693

 
 
 
 
Reserve for loan and lease losses
(24,450
)
 
 
 
 
 
(25,404
)
 
 
 
 
Premises and equipment, net
35,580

 
 
 
 
 
33,157

 
 
 
 
Other assets
176,804

 
 
 
 
 
168,249

 
 
 
 
Total assets
$
2,217,474

 
 
 
 
 
$
2,233,124

 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking deposits
$
316,923

 
44

 
0.06

 
$
323,165

 
46

 
0.06

Money market savings
290,194

 
79

 
0.11

 
306,937

 
73

 
0.09

Regular savings
537,175

 
80

 
0.06

 
545,134

 
80

 
0.06

Time deposits
265,293

 
768

 
1.15

 
294,844

 
920

 
1.24

Total time and interest-bearing deposits
1,409,585

 
971

 
0.27

 
1,470,080

 
1,119

 
0.30

Short-term borrowings
38,763

 
7

 
0.07

 
44,516

 
8

 
0.07

Subordinated notes and capital securities

 

 

 
1,569

 
11

 
2.78

Total borrowings
38,763

 
7

 
0.07

 
46,085

 
19

 
0.16

Total interest-bearing liabilities
1,448,348

 
978

 
0.27

 
1,516,165

 
1,138

 
0.30

Noninterest-bearing deposits
450,553

 
 
 
 
 
405,498

 
 
 
 
Accrued expenses and other liabilities
30,144

 
 
 
 
 
31,216

 
 
 
 
Total liabilities
1,929,045

 
 
 
 
 
1,952,879

 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock
91,332

 
 
 
 
 
91,332

 
 
 
 
Additional paid-in capital
65,459

 
 
 
 
 
64,866

 
 
 
 
Retained earnings and other equity
131,638

 
 
 
 
 
124,047

 
 
 
 
Total shareholders’ equity
288,429

 
 
 
 
 
280,245

 
 
 
 
Total liabilities and shareholders’ equity
$
2,217,474

 
 
 
 
 
$
2,233,124

 
 
 
 
Net interest income
 
 
$
19,498

 
 
 
 
 
$
19,535

 
 
Net interest spread
 
 
 
 
3.81

 
 
 
 
 
3.76

Effect of net interest-free funding sources
 
 
 
 
0.07

 
 
 
 
 
0.07

Net interest margin
 
 
 
 
3.88
%
 
 
 
 
 
3.83
%
Ratio of average interest-earning assets to average interest-bearing liabilities
137.60
%
 
 
 
 
 
133.39
%
 
 
 
 

Notes:
For rate calculation purposes, average loan and lease categories include unearned discount.
Nonaccrual loans and leases have been included in the average loan and lease balances.
Loans held for sale have been included in the average loan balances.
Tax-equivalent amounts for the three months ended September 30, 2014 and 2013 have been calculated using the
Corporation’s federal applicable rate of 35%.

38

Table of Contents

 
Nine Months Ended September 30,
 
2014
 
2013
(Dollars in thousands)
Average
Balance
 
Income/
Expense
 
Average
Rate
 
Average
Balance
 
Income/
Expense
 
Average
Rate
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits with other banks
$
28,457

 
$
49

 
0.23
%
 
$
51,880

 
$
106

 
0.27
%
U.S. government obligations
128,799

 
967

 
1.00

 
176,095

 
1,449

 
1.10

Obligations of states and political subdivisions
107,269

 
4,189

 
5.22

 
120,435

 
4,774

 
5.30

Other debt and equity securities
139,779

 
2,058

 
1.97

 
193,949

 
2,746

 
1.89

Total interest-earning deposits and investments
404,304

 
7,263

 
2.40

 
542,359

 
9,075

 
2.24

Commercial, financial and agricultural loans
396,915

 
11,925

 
4.02

 
412,233

 
13,093

 
4.25

Real estate—commercial and construction loans
602,862

 
20,791

 
4.61

 
570,209

 
20,575

 
4.82

Real estate—residential loans
288,548

 
7,766

 
3.60

 
257,170

 
7,354

 
3.82

Loans to individuals
34,981

 
1,627

 
6.22

 
42,519

 
1,784

 
5.61

Municipal loans and leases
177,446

 
6,447

 
4.86

 
139,827

 
5,334

 
5.10

Lease financings
70,957

 
4,807

 
9.06

 
67,860

 
4,738

 
9.33

Gross loans and leases
1,571,709

 
53,363

 
4.54

 
1,489,818

 
52,878

 
4.75

Total interest-earning assets
1,976,013

 
60,626

 
4.10

 
2,032,177

 
61,953

 
4.08

Cash and due from banks
32,564

 
 
 
 
 
33,092

 
 
 
 
Reserve for loan and lease losses
(24,951
)
 
 
 
 
 
(25,627
)
 
 
 
 
Premises and equipment, net
34,733

 
 
 
 
 
32,938

 
 
 
 
Other assets
171,499

 
 
 
 
 
166,334

 
 
 
 
Total assets
$
2,189,858

 
 
 
 
 
$
2,238,914

 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking deposits
$
314,095

 
129

 
0.05

 
$
277,673

 
119

 
0.06

Money market savings
286,667

 
214

 
0.10

 
318,406

 
231

 
0.10

Regular savings
539,248

 
238

 
0.06

 
538,764

 
234

 
0.06

Time deposits
267,271

 
2,351

 
1.18

 
307,134

 
2,930

 
1.28

Total time and interest-bearing deposits
1,407,281

 
2,932

 
0.28

 
1,441,977

 
3,514

 
0.33

Short-term borrowings
41,271

 
25

 
0.08

 
82,318

 
40

 
0.06

Subordinated notes and capital securities

 

 

 
14,319

 
483

 
4.51

Total borrowings
41,271

 
25

 
0.08

 
96,637

 
523

 
0.72

Total interest-bearing liabilities
1,448,552

 
2,957

 
0.27

 
1,538,614

 
4,037

 
0.35

Noninterest-bearing deposits
427,277

 
 
 
 
 
383,514

 
 
 
 
Accrued expenses and other liabilities
28,511

 
 
 
 
 
33,374

 
 
 
 
Total liabilities
1,904,340

 
 
 
 
 
1,955,502

 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock
91,332

 
 
 
 
 
91,332

 
 
 
 
Additional paid-in capital
65,366

 
 
 
 
 
64,756

 
 
 
 
Retained earnings and other equity
128,820

 
 
 
 
 
127,324

 
 
 
 
Total shareholders’ equity
285,518

 
 
 
 
 
283,412

 
 
 
 
Total liabilities and shareholders’ equity
$
2,189,858

 
 
 
 
 
$
2,238,914

 
 
 
 
Net interest income
 
 
$
57,669

 
 
 
 
 
$
57,916

 
 
Net interest spread
 
 
 
 
3.83

 
 
 
 
 
3.73

Effect of net interest-free funding sources
 
 
 
 
0.07

 
 
 
 
 
0.08

Net interest margin
 
 
 
 
3.90
%
 
 
 
 
 
3.81
%
Ratio of average interest-earning assets to average interest-bearing liabilities
136.41
%
 
 
 
 
 
132.08
%
 
 
 
 
 
Notes:
For rate calculation purposes, average loan and lease categories include unearned discount.
Nonaccrual loans and leases have been included in the average loan and lease balances.
Loans held for sale have been included in the average loan balances.
Tax-equivalent amounts for the nine months ended September 30, 2014 and 2013 have been calculated using the
Corporation’s federal applicable rate of 35%.


39

Table of Contents

Table 2—Analysis of Changes in Net Interest Income
The rate-volume variance analysis set forth in the table below compares changes in tax-equivalent net interest income for the periods indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately.
 
Three Months Ended September 30, 2014 Versus 2013
 
Nine Months Ended September 30, 2014 Versus 2013
(Dollars in thousands)
Volume
Change
 
Rate
Change
 
Total
 
Volume
Change
 
Rate
Change
 
Total
Interest income:
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits with other banks
$
(1
)
 
$
(6
)
 
$
(7
)
 
$
(43
)
 
$
(14
)
 
$
(57
)
U.S. government obligations
(126
)
 
(38
)
 
(164
)
 
(360
)
 
(122
)
 
(482
)
Obligations of states and political subdivisions
(132
)
 
(97
)
 
(229
)
 
(514
)
 
(71
)
 
(585
)
Other debt and equity securities
(309
)
 
45

 
(264
)
 
(799
)
 
111

 
(688
)
Interest on deposits and investments
(568
)
 
(96
)
 
(664
)
 
(1,716
)
 
(96
)
 
(1,812
)
Commercial, financial and agricultural loans
(8
)
 

 
(8
)
 
(476
)
 
(692
)
 
(1,168
)
Real estate—commercial and construction loans
368

 
(334
)
 
34

 
1,140

 
(924
)
 
216

Real estate—residential loans
337

 
(116
)
 
221

 
855

 
(443
)
 
412

Loans to individuals
(181
)
 
86

 
(95
)
 
(338
)
 
181

 
(157
)
Municipal loans and leases
413

 
(74
)
 
339

 
1,375

 
(262
)
 
1,113

Lease financings
47

 
(71
)
 
(24
)
 
210

 
(141
)
 
69

Interest and fees on loans and leases
976

 
(509
)
 
467

 
2,766

 
(2,281
)
 
485

Total interest income
408

 
(605
)
 
(197
)
 
1,050

 
(2,377
)
 
(1,327
)
Interest expense:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking deposits
(2
)
 

 
(2
)
 
22

 
(12
)
 
10

Money market savings
(5
)
 
11

 
6

 
(17
)
 

 
(17
)
Regular savings

 

 

 
4

 

 
4

Time deposits
(88
)
 
(64
)
 
(152
)
 
(361
)
 
(218
)
 
(579
)
Interest on time and interest-bearing deposits
(95
)
 
(53
)
 
(148
)
 
(352
)
 
(230
)
 
(582
)
Short-term borrowings
(1
)
 

 
(1
)
 
(23
)
 
8

 
(15
)
Subordinated notes and capital securities
(11
)
 

 
(11
)
 
(483
)
 

 
(483
)
Interest on borrowings
(12
)
 

 
(12
)
 
(506
)
 
8

 
(498
)
Total interest expense
(107
)
 
(53
)
 
(160
)
 
(858
)
 
(222
)
 
(1,080
)
Net interest income
$
515

 
$
(552
)
 
$
(37
)
 
$
1,908

 
$
(2,155
)
 
$
(247
)

40

Table of Contents

Interest Income
Three and nine months ended September 30, 2014 versus 2013
Interest income on a tax-equivalent basis for the three months ended September 30, 2014 was $20.5 million, a decrease of $197 thousand, or 1% from the same period in 2013. Interest income on a tax-equivalent basis for the nine months ended September 30, 2014 was $60.6 million, a decrease of $1.3 million, or 2% from the same period in 2013. The decreases for the three and nine months ended September 30, 2014, was primarily due to a reduction in investment securities. This decline was partially offset as loan growth more than compensated for the reduction in loan rates. The growth in loans for the three and nine months ended September 30, 2014, occurred mainly in commercial real estate, residential real estate and municipal loans and leases. The lower rates on loans for the nine months were primarily in the business, commercial real estate and residential real estate loan categories due to re-pricing and the competitive environment. The lower rates on loans for the three months were primarily in the commercial real estate and residential real estate loan categories.
Interest Expense
Three and nine months ended September 30, 2014 versus 2013
Interest expense for the three months ended September 30, 2014 was $978 thousand, a decrease of $160 thousand, or 14% from the comparable period in 2013. Interest expense for the nine months ended September 30, 2014 was $3.0 million, a decrease of $1.1 million, or 27% from the comparable period in 2013. The decrease for the nine months ended September 30, 2014 was mainly attributable to the redemption of the Corporation’s trust preferred securities and termination of the related interest rate swap during 2013, maturities of higher yielding time deposits and a decline in rates paid on time deposits. For the nine months ended September 30, 2014, the average rate paid on borrowings declined by 64 basis points and the average rate paid on time deposits declined 10 basis points. For the nine months ended September 30, 2014, the Corporation experienced decreases in average time deposits of $39.9 million and money market savings of $31.7 million partially offset by increases in average interest-bearing checking of $36.4 million. The increase in interest-bearing checking deposits was primarily due to a product change for existing business and municipal customers which resulted in customer repurchase agreements, classified as borrowings, being transferred to interest-bearing demand deposits during the the second quarter of 2013.
Provision for Loan and Lease Losses
The reserve for loan and lease losses is determined through a periodic evaluation that takes into consideration the growth of the loan and lease portfolio, the status of past-due loans and leases, current economic conditions, various types of lending activity, policies, real estate and other loan commitments, and significant changes in charge-off activity. Loans are also reviewed for impairment based on the fair value of the collateral for collateral dependent loans and for certain loans based on discounted cash flows using the loans’ initial effective interest rates. Any of the above criteria may cause the reserve to fluctuate. The provision for loan and lease losses was $233 thousand for the three months ended September 30, 2014, down $3.9 million from the same period in the prior year. The provision for loan and lease losses was $3.0 million for the nine months ended September 30, 2014, down $6.7 million from the same period in the prior year. The decreases in the loan and lease provision were mainly due to improvements in historical loss factors utilized to calculate the allowance for loan and lease loss requirement, a decline in collateral value for a commercial real estate borrower in the second quarter of 2013 and updated assessments of residential building lots for a commercial real estate developer in the third quarter of 2013.
Noninterest Income
Noninterest income consists of trust department fee income, service charges on deposit accounts, commission income, net gains (losses) on sales of securities, net gains (losses) on mortgage banking activities, net gains (losses) on sales and write-downs of other real estate owned, loss on termination of an interest rate swap and other miscellaneous types of income. Other service fee income primarily consists of fees from credit card companies for a portion of merchant charges paid to the credit card companies for the Bank’s customer debit card usage (Mastermoney fees), non-customer debit card fees, other merchant fees, mortgage servicing income and mortgage placement income. Bank owned life insurance income represents changes in the cash surrender value of bank-owned life insurance policies, which is affected by the market value of the underlying assets, and also includes any excess proceeds from death benefit claims. The net gain (loss) on mortgage banking activities consists of gains (losses) on sales of mortgages held for sale and fair value adjustments on interest-rate locks and forward loan sale commitments. Other noninterest income includes other miscellaneous income.

41

Table of Contents

The following table presents noninterest income for the periods indicated:
 
Three Months Ended 
 September 30,
 
Change
 
Nine Months Ended 
 September 30,
 
Change
(Dollars in thousands)
2014
 
2013
 
Amount
 
Percent
 
2014
 
2013
 
Amount
 
Percent
Trust fee income
$
1,862

 
$
1,736

 
$
126

 
7
 %
 
$
5,692

 
$
5,249

 
$
443

 
8
%
Service charges on deposit accounts
1,073

 
1,149

 
(76
)
 
(7
)
 
3,134

 
3,333

 
(199
)
 
(6
)
Investment advisory commission and fee income
3,086

 
1,740

 
1,346

 
77

 
9,144

 
5,654

 
3,490

 
62

Insurance commission and fee income
2,881

 
2,309

 
572

 
25

 
8,647

 
7,223

 
1,424

 
20

Other service fee income
1,767

 
1,929

 
(162
)
 
(8
)
 
5,471

 
5,454

 
17

 

Bank owned life insurance income
346

 
1,555

 
(1,209
)
 
(78
)
 
1,167

 
2,472

 
(1,305
)
 
(53
)
Net gain on sales of investment securities

 
1,426

 
(1,426
)
 
N/M

 
557

 
2,950

 
(2,393
)
 
(81
)
Net gain on mortgage banking activities
616

 
935

 
(319
)
 
(34
)
 
1,484

 
4,047

 
(2,563
)
 
(63
)
Net gain on sales of other real estate owned
195

 
198

 
(3
)
 
(2
)
 
195

 
450

 
(255
)
 
(57
)
Loss on termination of interest rate swap

 

 

 

 

 
(1,866
)
 
1,866

 
N/M

Other
684

 
225

 
459

 
N/M

 
1,084

 
702

 
382

 
54

Total noninterest income
$
12,510

 
$
13,202

 
$
(692
)
 
(5
)%
 
$
36,575

 
$
35,668

 
$
907

 
3
%

Three and nine months ended September 30, 2014 versus 2013
Noninterest income for the three months ended September 30, 2014 was $12.5 million, a decrease of $692 thousand or 5% from the comparable period in the prior year. Noninterest income for the nine months ended September 30, 2014 was $36.6 million, an increase of $907 thousand or 3% from the comparable period in the prior year. Investment advisory commission and fee income increased $1.3 million for the three months and $3.5 million for the nine months ended September 30, 2014, primarily due to the acquisition of Girard effective January 1, 2014. Insurance commission and fee income increased $572 thousand for the three months ended September 30, 2014, primarily due to the acquisition of Sterner on July 1, 2014. Insurance commission and fee income increased $1.4 million for the nine months ended September 30, 2014, primarily due to the acquisition of Sterner, an increase in contingent income during the first quarter of 2014 and the acquisition of the John T. Fretz Insurance Agency on May 1, 2013. Other noninterest income included a gain on the sale of the credit card portfolio of $479 thousand during the third quarter of 2014. These favorable increases were offset in the third quarter and partially offset for the nine months ended September 30, 2014 by the following. The net gain on mortgage banking activities decreased $319 thousand for the three months and $2.6 million for the nine months ended September 30, 2014. In 2014, higher interest rates have led to a continued decline in refinance activity while new home purchase activity remains sluggish. These factors led to a 25% decline in funded first mortgage volume for the third quarter of 2014 and a 63% decline for the nine months ended September 30, 2014, from the comparable periods in 2013. However, funded first mortgage volume during the third quarter of 2014 was up from the first and second quarters of 2014 due to an increase in purchase volume. The net gain on sales of securities decreased $1.4 million for the three month and $2.4 million for the nine months ended September 30, 2014 from the comparable periods in 2013. Excess proceeds from bank owned life insurance death benefits of $1.1 million were recognized during the third quarter of 2013. In addition, the nine months ended September 30, 2013 included a $1.9 million loss on the termination of an interest rate swap which was used as a hedge of trust preferred securities.
Noninterest Expense
The operating costs of the Corporation are known as noninterest expense, and include, but are not limited to, salaries and benefits, commissions, occupancy, equipment and professional services expenses. Expense control is very important to the management of the Corporation, and every effort is made to contain and minimize the growth of operating expenses, and to provide technological innovation whenever practical, as operations change or expand.

42

Table of Contents

The following table presents noninterest expense for the periods indicated:
 
Three Months Ended 
 September 30,
 
Change
 
Nine Months Ended 
 September 30,
 
Change
(Dollars in thousands)
2014
 
2013
 
Amount
 
Percent
 
2014
 
2013
 
Amount
 
Percent
Salaries and benefits
$
11,035

 
$
9,761

 
$
1,274

 
13
%
 
$
31,948

 
$
28,980

 
$
2,968

 
10
%
Commissions
2,200

 
2,026

 
174

 
9

 
5,585

 
6,529

 
(944
)
 
(14
)
Net occupancy
1,689

 
1,472

 
217

 
15

 
5,130

 
4,279

 
851

 
20

Equipment
1,426

 
1,225

 
201

 
16

 
4,170

 
3,619

 
551

 
15

Professional fees
744

 
764

 
(20
)
 
(3
)
 
2,399

 
2,340

 
59

 
3

Marketing and advertising
391

 
570

 
(179
)
 
(31
)
 
1,333

 
1,432

 
(99
)
 
(7
)
Deposit insurance premiums
386

 
381

 
5

 
1

 
1,162

 
1,173

 
(11
)
 
(1
)
Intangible expenses (income)
352

 
275

 
77

 
28

 
1,762

 
(199
)
 
1,961

 
N/M

Acquisition-related costs
180

 
7

 
173

 
N/M

 
739

 
34

 
705

 
N/M

Restructuring and integration charges
8

 
(5
)
 
13

 
N/M

 
8

 
534

 
(526
)
 
(99
)
Other
3,608

 
3,512

 
96

 
3

 
10,456

 
10,789

 
(333
)
 
(3
)
Total noninterest expense
$
22,019

 
$
19,988

 
$
2,031

 
10
%
 
$
64,692

 
$
59,510

 
$
5,182

 
9
%
Three and nine months ended September 30, 2014 versus 2013
Noninterest expense for the three months ended September 30, 2014 was $22.0 million, an increase of $2.0 million or 10% from the comparable period in the prior year. Noninterest expense for the nine months ended September 30, 2014 was $64.7 million, an increase of $5.2 million or 9% from the comparable period in the prior year. Salaries and benefit expense increased $1.3 million for the three months and $3.0 million for the nine months ended September 30, 2014, primarily attributable to the Girard and Sterner acquisitions and lower deferred loan origination costs. Intangible expenses increased by $2.0 million for the nine months ended September 30, 2014, mainly due to the Girard acquisition and the reduction to the contingent consideration liability related to the Javers acquisition which resulted in a reduction in expense of $959 thousand during the second quarter of 2013. Premises and equipment expenses increased $418 thousand for the three months and $1.4 million for the nine months ended September 30, 2014, mainly due to increased costs related to computer equipment and software, our new leased office location in the Lehigh Valley which opened in December 2013 and the Girard acquisition. Acquisition-related costs for the nine months ended September 30, 2014 totaling $739 thousand were attributable to the pending Valley Green Bank acquisition and the completed acquisitions of Sterner and Girard. These unfavorable variances were partially offset by a decrease in commission expense of $944 thousand for the nine months ended September 30, 2014, mainly due to the decline in mortgage banking activity. In addition, non-interest expense during the first quarter of 2013 included restructuring charges of $539 thousand.

Tax Provision
The provision for income taxes for the three months ended September 30, 2014 and 2013 was $2.3 million and $1.4 million at effective rates of 27% and 19%, respectively. The provision for income taxes for the nine months ended September 30, 2014 and 2013 was $5.8 million and $4.6 million, at effective rates of 25% and 22%, respectively. The effective tax rates reflect the benefits of tax-exempt income from investments in municipal securities, loans and bank-owned life insurance. The higher effective rate for the three and nine months ended September 30, 2014 is primarily due to tax-exempt proceeds from bank-owned life insurance death benefits received in 2013.

43

Table of Contents

Financial Condition
Assets
The following table presents assets at the dates indicated:
 
At September 30, 
 2014
 
At December 31, 
 2013
 
Change
(Dollars in thousands)
Amount
 
Percent
Cash and interest-earning deposits
$
68,408

 
$
69,169

 
$
(761
)
 
(1
)%
Investment securities
360,778

 
402,284

 
(41,506
)
 
(10
)
Loans held for sale
2,156

 
2,267

 
(111
)
 
(5
)
Loans and leases held for investment
1,597,736

 
1,541,484

 
56,252

 
4

Reserve for loan and lease losses
(21,762
)
 
(24,494
)
 
2,732

 
11

Premises and equipment, net
35,532

 
34,129

 
1,403

 
4

Goodwill and other intangibles, net
80,342

 
65,695

 
14,647

 
22

Bank owned life insurance
61,804

 
60,637

 
1,167

 
2

Accrued interest receivable and other assets
37,202

 
40,388

 
(3,186
)
 
(8
)
Total assets
$
2,222,196

 
$
2,191,559

 
$
30,637

 
1
 %
Investment Securities
The investment portfolio is managed as part of the overall asset and liability management process to optimize income and market performance over an entire interest rate cycle while mitigating risk. Activity in this portfolio is undertaken primarily to manage liquidity and interest rate risk, to take advantage of market conditions that create more economically beneficial returns on these investments, and to collateralize public fund deposits. The securities portfolio consists primarily of U.S. Government agencies, municipals, residential mortgage-backed securities and corporate bonds.
Total investments at September 30, 2014 decreased $41.5 million from December 31, 2013. Purchases of $41.3 million and increases in the fair value of available-for-sale investment securities of $4.4 million were partially offset by sales of $30.3 million, maturities and pay-downs of $47.5 million, and calls of $8.6 million. The increases in fair value of available-for-sale investment securities were primarily due to the decrease in long-term interest rates during the first quarter of 2014.
Loans and Leases
Gross loans and leases held for investment at September 30, 2014 increased $56.3 million or 4% from December 31, 2013 as economic conditions have slowly improved. The growth in commercial business and commercial real estate loans was primarily due to $35.0 million of municipal relationships. In addition, residential real estate loans increased $24.1 million. While we are beginning to see increases in lending activity, consumer demand for loans remains sluggish. During the third quarter of 2014, the Corporation sold its credit card loan portfolio with a principal balance of $8.5 million for a pre-tax gain of $479 thousand. The sale of the credit card loan portfolio was completed due to our lack of scale necessary to justify the increased expense and focus associated with the increasing complexity of the risk management and compliance environment related to credit cards.
Asset Quality
Performance of the entire loan and lease portfolio is reviewed on a regular basis by Bank management and lending officers. A number of factors regarding the borrower, such as overall financial strength, collateral values and repayment ability, are considered in deciding what actions should be taken when determining the collectability of interest for accrual purposes.
When a loan or lease, including a loan or lease that is impaired, is classified as nonaccrual, the accrual of interest on such a loan or lease is discontinued. A loan or lease is typically classified as nonaccrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest, even though the loan or lease is currently performing. A loan or lease may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan or lease is placed on nonaccrual status, unpaid interest credited to income is reversed. Interest payments received on nonaccrual loans and leases are either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal.

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Loans or leases are usually restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.
At September 30, 2014, the recorded investment in loans held for investment that were considered to be impaired was $59.1 million. The related reserve for loan losses was $1.1 million. At December 31, 2013, the recorded investment in loans that were considered to be impaired was $58.3 million. The related reserve for loan losses was $3.0 million. Impaired loans include nonaccrual loans and leases, accruing troubled debt restructured loans and lease modifications and other accruing impaired loans for which it is probable that not all principal and interest payments due will be collectible in accordance with the contractual terms. The amount of the specific reserve needed for these credits could change in future periods subject to changes in facts and judgments related to these credits. Specific reserves have been established based on current facts and management’s judgments about the ultimate outcome of these credits. For the nine months ended September 30, 2014 and 2013, additional interest income that would have been recognized under the original terms for impaired loans was $891 thousand and $1.3 million. Interest income recognized on impaired loans for the nine months ended September 30, 2014 and 2013 was $1.4 million and $604 thousand, respectively.
The impaired loan balances consisted mainly of commercial real estate, construction and business loans. Impaired loans at September 30, 2014 included one large credit which went on nonaccrual during the third quarter of 2009 and was comprised of three separate facilities to a local commercial real estate developer/home builder, aggregating to a September 30, 2014 balance of $6.3 million. During the second quarter of 2014, one of the facilities was transferred to loans held for sale for $532 thousand and was sold during the third quarter of 2014 for a pre-tax loss of $7 thousand. This credit incurred charge-offs of $1.3 million during the second quarter of 2014 and $1.5 million during the third quarter of 2014, primarily attributable to updated assessments of residential building lots securing the loans. There is no specific allowance on the remaining credit as the credit was secured with sufficient estimated collateral. The borrower does not have the resources to develop these properties; therefore, the properties must be sold. Other real estate owned was $1.0 million at September 30, 2014, down from $1.7 million at December 31, 2013. During the third quarter of 2014, a commercial real estate owned property with a carrying amount $696 thousand was sold for a gain of $195 thousand.


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Table of Contents

Table 3—Nonaccrual and Past Due Loans and Leases; Troubled Debt Restructured Loans and Lease Modifications; Other Real Estate Owned; and Related Ratios

The following table details information pertaining to the Corporation’s non-performing assets at the dates indicated:
(Dollars in thousands)
At September 30, 2014
 
At December 31, 2013
 
At September 30, 2013
Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*:
 
 
 
 
 
Commercial, financial and agricultural
$
5,050

 
$
4,253

 
$
3,778

Real estate—commercial
4,482

 
8,091

 
9,858

Real estate—construction
7,570

 
9,159

 
9,165

Real estate—residential
1,425

 
1,402

 
946

Loans to individuals

 

 

Lease financings
287

 
330

 
227

Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*
18,814

 
23,235

 
23,974

Accruing troubled debt restructured loans and lease modifications not included in the above
5,463

 
7,943

 
14,106

Accruing loans and leases 90 days or more past due:
 
 
 
 
 
Commercial, financial and agricultural

 
12

 
300

Real estate—commercial

 

 
641

Real estate—residential
41

 
23

 
670

Loans to individuals
257

 
319

 
299

Lease financings
46

 
59

 
44

Total accruing loans and leases, 90 days or more past due
344

 
413

 
1,954

Total non-performing loans and leases
24,621

 
31,591

 
40,034

Other real estate owned
955

 
1,650

 
1,650

Total nonperforming assets
$
25,576

 
$
33,241

 
$
41,684

Nonaccrual loans and leases (including nonaccrual troubled debt restructured loans and lease modifications) / loans and leases held for investment
1.18
%
 
1.51
%
 
1.57
%
Nonperforming loans and leases / loans and leases held for investment
1.54

 
2.05

 
2.62

Nonperforming assets / total assets
1.15

 
1.52

 
1.85

Allowance for loan and lease losses / loans and leases held for investment
1.36

 
1.59

 
1.63

Allowance for loan and lease losses / nonaccrual loans and leases
115.67

 
105.42

 
103.59

Allowance for loan and lease losses / nonperforming loans and leases
88.39

 
77.53

 
62.03

Allowance for loan and lease losses
$
21,762

 
$
24,494

 
$
24,835

* Nonaccrual troubled debt restructured loans and lease modifications included in nonaccrual loans and leases in the above table
$
3,392

 
$
1,583

 
$
1,618


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Table of Contents

The following table provides additional information on the Corporation’s nonaccrual loans held for investment:
(Dollars in thousands)
At September 30, 2014
 
At December 31, 2013
 
At September 30, 2013
Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications
$
18,814

 
$
23,235

 
$
23,974

Nonaccrual loans and leases with partial charge-offs
5,753

 
8,958

 
10,232

Life-to-date partial charge-offs on nonaccrual loans and leases
2,550

 
9,120

 
8,475

Charge-off rate of nonaccrual loans and leases with partial charge-offs
30.7
%
 
50.4
%
 
45.3
%
Specific reserves on impaired loans
$
1,142

 
$
2,963

 
$
3,096


Reserve for Loan and Lease Losses
Management believes the reserve for loan and lease losses is maintained at a level that is appropriate at September 30, 2014 to absorb probable losses in the loan and lease portfolio. Management’s methodology to determine the adequacy of and the provisions to the reserve considers specific credit reviews, past loan and lease loss experience, current economic conditions and trends, and the volume, growth, and composition of the portfolio.
The reserve for loan and lease losses is determined through a monthly evaluation of reserve adequacy. This analysis takes into consideration the growth of the loan and lease portfolio, the status of past-due loans and leases, current economic conditions, various types of lending activity, policies, real estate and other loan commitments, and significant changes in charge-off activity. Impaired loans, including nonaccrual loans and leases, troubled debt restructured loans and other accruing impaired loans are evaluated individually. All other loans and leases are evaluated as pools. Based on historical loss experience and qualitative factors, loss factors are determined giving consideration to the areas noted in the preceding paragraph and applied to the pooled loan and lease categories to develop the general or allocated portion of the reserve. Loss factors are updated quarterly. Historical loss experience is comprised of losses aggregated over eight quarters. Management also reviews the activity within the reserve to determine what actions, if any, should be taken to address differences between estimated and actual losses. Any of the above factors may cause the provision to fluctuate.
The reserve for loan and lease losses is based on management’s evaluation of the loan and lease portfolio under current economic conditions and such other factors, which deserve recognition in estimating loan and lease losses. This evaluation is inherently subjective, as it requires estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Additions to the reserve arise from the provision for loan and lease losses charged to operations or from the recovery of amounts previously charged off. Loan and lease charge-offs reduce the reserve. Loans and leases are charged off when there has been permanent impairment or when in the opinion of management the full amount of the loan or lease will not be realized. Certain impaired loans are reported at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent, or for certain loans, at the present value of expected future cash flows using the loan’s initial effective interest rate.
The reserve for loan and lease losses consists of an allocated reserve and unallocated reserve categories. The allocated reserve is comprised of reserves established on specific loans and leases and class reserves based on historical loan and lease loss experience and qualitative factors, current trends, and management assessments. The unallocated reserve is based on both general economic conditions and other risk factors in the Corporation’s individual markets and portfolios.
The specific reserve element is based on a regular analysis of impaired commercial and real estate loans. For these loans, the specific reserve established is based on an analysis of related collateral value, cash flow considerations and, if applicable, guarantor capacity.
The class reserve element is determined by an internal loan and lease grading process in conjunction with associated allowance factors. The Corporation revises the class allowance factors whenever necessary, but no less than quarterly, in order to address improving or deteriorating credit quality trends or specific risks associated with a given loan or lease pool classification.
The Corporation maintains a reserve in other liabilities for off-balance sheet credit exposures that currently are unfunded in categories with historical loss experience. The reserve for these off-balance sheet credits was $322 thousand and $319 thousand at September 30, 2014 and December 31, 2013, respectively.

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Table of Contents

Goodwill and Other Intangible Assets
Goodwill and other intangible assets have been recorded on the books of the Corporation in connection with acquisitions. The Corporation has customer-related intangibles and mortgage servicing rights, which are not deemed to have an indefinite life and therefore will continue to be amortized over their useful life using the present value of projected cash flows. The amortization of intangible assets was $818 thousand and $539 thousand for the three months ended September 30, 2014 and 2013, respectively. The amortization of intangible assets was $2.2 million and $1.8 million for the nine months ended September 30, 2014 and 2013, respectively. The Corporation also has goodwill with a net carrying value of $67.7 million at September 30, 2014 and $57.5 million at December 31, 2013, which is deemed to be an indefinite intangible asset and is not amortized. The increase in goodwill of $10.2 million was related to the Girard and Sterner acquisitions.

The Corporation completes a goodwill impairment analysis at least on an annual basis, or more often, if events and circumstances indicate that there may be impairment. The Corporation also completes an impairment test for other identifiable intangible assets on an annual basis or more often if events and circumstances indicate there may be impairment. There was no impairment of goodwill or identifiable intangibles during the nine months ended September 30, 2014 and 2013. Since the last annual impairment analysis during 2013, there have been no circumstances to indicate impairment. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings.
Other Assets
At September 30, 2014 and December 31, 2013, the Bank held $3.3 million in Federal Reserve Bank stock as required by the Federal Reserve Bank. The Bank is a member of the FHLB, and as such, is required to hold FHLB stock as a condition of membership as determined by the FHLB. The Bank is required to hold additional stock in the FHLB in relation to the level of outstanding borrowings. The Bank held FHLB stock of $3.2 million at both September 30, 2014 and December 31, 2013, respectively. Additionally, the FHLB might require its members to increase its capital stock requirement. Changes in the credit ratings of the U.S. government and federal agencies, including the FHLB, could increase the borrowing costs of the FHLB and possibly have a negative impact on its operations and long-term performance. It is possible this could have an adverse effect on the value of the Corporation’s investment in the FHLB stock. The Corporation determined there was no other-than-temporary impairment of its investment in FHLB stock. Therefore, at September 30, 2014, the FHLB stock is recorded at cost.
Liabilities
The following table presents liabilities at the dates indicated:
(Dollars in thousands)
At September 30, 2014
 
At December 31, 2013
 
Change
Amount
 
Percent
Deposits
$
1,860,143

 
$
1,844,498

 
$
15,645

 
1
%
Short-term borrowings
38,005

 
37,256

 
749

 
2

Accrued expenses and other liabilities
34,234

 
29,299

 
4,935

 
17

Total liabilities
$
1,932,382

 
$
1,911,053

 
$
21,329

 
1
%
Deposits
Total deposits increased $15.6 million or 1% from December 31, 2013, primarily due to increases in non-interest bearing demand deposits and public funds which were partially offset by decreases in savings and time deposits.
Borrowings
Short-term borrowings at September 30, 2014, consisted of customer repurchase agreements on an overnight basis totaling $38.0 million.

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Table of Contents

Shareholders’ Equity
The following table presents total shareholders’ equity at the dates indicated:
(Dollars in thousands)
At September 30, 2014
 
At December 31, 2013
 
Change
Amount
 
Percent
Common stock
$
91,332

 
$
91,332

 
$

 
%
Additional paid-in capital
62,634

 
62,417

 
217

 

Retained earnings
179,903

 
172,602

 
7,301

 
4

Accumulated other comprehensive loss
(6,901
)
 
(9,955
)
 
3,054

 
31

Treasury stock
(37,154
)
 
(35,890
)
 
(1,264
)
 
(4
)
Total shareholders’ equity
$
289,814

 
$
280,506

 
$
9,308

 
3
%

Retained earnings at September 30, 2014 were impacted by the nine months of net income of $17.0 million partially offset by cash dividends declared of $9.7 million. Accumulated other comprehensive loss decreased primarily due to increases in the fair value of available-for-sale investment securities. Treasury stock increased primarily due to the purchase of 110,997 treasury shares, totaling $2.0 million under its 2013 Board approved share repurchase program partially offset by the issuance of restricted stock.
Capital Adequacy
The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s and the Bank’s financial statements. Capital adequacy guidelines, and additionally for the Bank the prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined).

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Table of Contents

Table 4—Regulatory Capital
 
Actual
 
For Capital Adequacy
Purposes
 
To Be Well-Capitalized
Under Prompt
Corrective Action
Provisions
(Dollars in thousands)
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount  
 
Ratio  
At September 30, 2014
 
 
 
 
 
 
 
Total Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
$
247,418

 
13.18
%
 
$
150,131

 
8.00
%
 
$
187,664

 
10.00
%
Bank
230,200

 
12.39

 
148,663

 
8.00

 
185,829

 
10.00

Tier 1 Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
224,890

 
11.98

 
75,056

 
4.00

 
112,598

 
6.00

Bank
207,853

 
11.19

 
74,332

 
4.00

 
111,498

 
6.00

Tier 1 Capital (to Average Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
224,890

 
10.50

 
85,647

 
4.00

 
107,059

 
5.00

Bank
207,853

 
9.76

 
85,152

 
4.00

 
106,439

 
5.00

At December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
Total Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
$
256,329

 
13.90
%
 
$
147,568

 
8.00
%
 
$
184,460

 
10.00
%
Bank
238,336

 
13.06

 
145,991

 
8.00

 
182,489

 
10.00

Tier 1 Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
232,946

 
12.63

 
73,784

 
4.00

 
110,676

 
6.00

Bank
215,497

 
11.81

 
72,995

 
4.00

 
109,493

 
6.00

Tier 1 Capital (to Average Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
232,946

 
10.85

 
85,876

 
4.00

 
107,346

 
5.00

Bank
215,497

 
10.11

 
85,277

 
4.00

 
106,597

 
5.00

At September 30, 2014 and December 31, 2013, management believes that the Corporation and the Bank continued to meet all capital adequacy requirements to which they are subject. The Corporation, like other bank holding companies, currently is required to maintain Tier 1 Capital and Total Capital (the sum of Tier 1, Tier 2 and Tier 3 capital) equal to at least 4.0% and 8.0%, respectively, of its total risk-weighted assets (including various off-balance-sheet items, such as standby letters of credit). The Bank, like other depository institutions, is required to maintain similar capital levels under capital adequacy guidelines. For a depository institution to be considered “well capitalized” under the regulatory framework for prompt corrective action, its Tier 1 and Total Capital ratios must be at least 6.0% and 10.0% on a risk-adjusted basis, respectively. At September 30, 2014, the Bank is categorized as “well capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

In July 2013, the federal bank regulatory agencies adopted final rules revising the agencies’ capital adequacy guidelines and prompt corrective action rules, designed to enhance such requirements and implement the revised standards of the Basel Committee on Banking Supervision, commonly referred to as Basel III. The July 2013 final rules generally implement higher minimum capital requirements, add a new common equity Tier 1 capital requirement, and establish criteria that instruments must meet to be considered common equity Tier 1 capital, additional Tier 1 capital or Tier 2 capital. The new minimum capital to risk-adjusted assets requirements include a common equity Tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”) and a Tier 1 capital ratio of 6.0%, increased from 4.0% (and increased from 6.0% to 8.0% to be considered “well capitalized”); the total capital ratio remains at 8.0% under the new rules (10.0% to be considered “well capitalized”). Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets. The final rules permit institutions, other than certain large institutions, to elect to continue to treat certain components of accumulated other comprehensive income as permitted under the current general risk-based capital rules, and not reflect unrealized gains and losses on available-for-sale securities in common equity Tier 1 calculations. The new minimum capital requirements are effective on January 1, 2015. The capital contribution buffer requirements phase in over a three-year period beginning January 1, 2016. The Corporation and the Bank will continue to analyze these rules and their effects on the business, operations and capital levels of the Corporation and the Bank.


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Table of Contents

Asset/Liability Management
The primary functions of Asset/Liability Management are to assure adequate earnings, capital and liquidity while maintaining an appropriate balance between interest-earning assets and interest-bearing liabilities. Liquidity management involves the ability to meet cash flow requirements of customers and corporate needs. Interest-rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing rates.
The Corporation uses both interest-sensitivity gap analysis and simulation modeling to quantify its exposure to interest rate risk. The Corporation uses the gap analysis to identify and monitor long-term rate exposure and uses a simulation model to measure the short-term rate exposures. The Corporation runs various earnings simulation scenarios to quantify the effect of declining or rising interest rates on the net interest margin over a one-year and two-year horizon. The simulation uses existing portfolio rate and re-pricing information, combined with assumptions regarding future loan and deposit growth, future spreads, prepayments on residential mortgages, and the discretionary pricing of non-maturity assets and liabilities. The Corporation is in an asset sensitive position, as interest rates remain at historically low levels; however, the Corporation anticipates increases in interest rates over the longer term, which it expects would benefit its net interest margin.
Liquidity
The Corporation, in its role as a financial intermediary, is exposed to certain liquidity risks. Liquidity refers to the Corporation’s ability to ensure that sufficient cash flow and liquid assets are available to satisfy demand for loans and deposit withdrawals. The Corporation manages its liquidity risk by measuring and monitoring its liquidity sources and estimated funding needs. The Corporation has a contingency funding plan in place to address liquidity needs in the event of an institution-specific or a systemic financial crisis.
Sources of Funds
Core deposits and customer repurchase agreements have historically been the most significant funding sources for the Corporation. These deposits and repurchase agreements are generated from a base of consumer, business and public customers primarily located in Bucks and Montgomery counties, Pennsylvania. The Corporation faces increased competition for these deposits from a large array of financial market participants, including banks, savings institutions, mutual funds, security dealers and others.
The Corporation supplements its core funding with money market funds it holds for the benefit of various trust accounts. These funds are fully collateralized by the Bank’s investment portfolio and bear interest at current money market mutual fund rates. This funding source is subject to changes in the asset allocations of the trust accounts.

The Corporation, through the Bank, has short-term and long-term credit facilities with the FHLB with a maximum borrowing capacity of approximately $510.8 million. At September 30, 2014 and December 31, 2013, there were no outstanding borrowings with the FHLB. At September 30, 2014 and December 31, 2013, the Bank had outstanding short-term letters of credit with the FHLB totaling $91.0 million and $35.0 million, respectively, which were utilized to collateralize seasonal public funds deposits. The maximum borrowing capacity with the FHLB changes as a function of qualifying collateral assets as well as the FHLB’s internal credit rating of the Bank, and the amount of funds received may be reduced by additional required purchases of FHLB stock.
The Bank maintains federal fund lines with several correspondent banks totaling $82.0 million at September 30, 2014 and December 31, 2013. At September 30, 2014, the Corporation had no outstanding federal funds purchased. Future availability under these lines is subject to the prerogatives of the granting banks and may be withdrawn at will.
The Corporation, through the Bank, has an available line of credit at the Federal Reserve Bank of Philadelphia, the amount of which is dependent upon the balance of loans and securities pledged as collateral. At September 30, 2014 and December 31, 2013, the Corporation had no outstanding borrowings under this line.
Cash Requirements
The Corporation has cash requirements for various financial obligations, including contractual obligations and commitments that require cash payments. The most significant contractual obligation, in both the under and over one year time period, is for the Bank to repay its certificates of deposit. The Bank anticipates meeting these obligations by continuing to provide convenient depository and cash management services through its branch network, thereby replacing these contractual obligations with similar fund sources at rates that are competitive in our market.

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Commitments to extend credit are the Bank’s most significant commitment in both the under and over one year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, refer to Footnote 1, “Summary of Significant Accounting Policies” of this Form 10-Q.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
No material changes in the Corporation’s market risk or market strategy occurred during the current period. A detailed discussion of market risk is provided in the Corporation's Annual Report on Form 10-K for the period ended December 31, 2013.

Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management is responsible for the disclosure controls and procedures of the Corporation. Disclosure controls and procedures are controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods required by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be so disclosed by an issuer is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Corporation’s management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer), of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of September 30, 2014.
Changes in Internal Control over Financial Reporting
There were no changes in the Corporation’s internal control over financial reporting (as defined in Rule 13a-15(f)) during the quarter ended September 30, 2014 that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
PART II. OTHER INFORMATION
 
Item 1.
Legal Proceedings
Management is not aware of any litigation that would have a material adverse effect on the consolidated balance sheet or statement of income of the Corporation. There are no proceedings pending other than the ordinary routine litigation incident to the business of the Corporation. In addition, there are no material proceedings pending or known to be threatened or contemplated against the Corporation or the Bank by government authorities.

Item 1A.
Risk Factors
There have been no material changes in risk factors from those disclosed under Item 1A, “Risk Factors.” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013.

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Table of Contents

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information on repurchases by the Corporation of its common stock during the three months ended September 30, 2014 under its 2013 Board approved program.
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number
of Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
 
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
July 1 – 31, 2014
239

 
$
20.67

 
239

 
689,003

August 1 – 31, 2014

 

 

 
689,003

September 1 – 30, 2014

 

 

 
689,003

Total
239

 
$
20.67

 
239

 
 
 
1.
Transactions are reported as of trade dates.
2.
On October 23, 2013, the Corporation’s Board of Directors approved a new stock repurchase plan for the repurchase of up to 800,000 shares, or approximately 5% of the shares outstanding. The repurchased shares limit is net of normal treasury activity such as purchases to fund the dividend reinvestment, employee stock purchase and equity compensation plans. The program has no scheduled expiration date and the Board of Directors has the right to suspend or discontinue the program at any time.


Item 3.
Defaults Upon Senior Securities
None.

Item 4.
Mine Safety Disclosures
Not Applicable.

Item 5.
Other Information
None.

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Item 6.
Exhibits
 
a.
Exhibits
 
 
 
 
 
 
Exhibit 3.1
 
Amended and Restated Articles of Incorporation are incorporated by reference to Exhibit 3.1 of Form 10-K, filed with the Securities and Exchange Commission (the SEC) on March 4, 2014.
 
 
 
 
Exhibit 3.2
 
Amended By-Laws are incorporated by reference to Exhibit 3.2 of Form 10-K, filed with the SEC on March 4, 2014.
 
 
 
 
Exhibit 4.1
 
Shareholder Rights Agreement dated September 30, 2011 is incorporated by reference to Exhibit 4.1 of Form 8-K, filed with the SEC on October 6, 2011.
 
 
 
 
Exhibit 31.1
 
Certification of Jeffrey M. Schweitzer, President and Chief Executive Officer of the Corporation, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Exhibit 31.2
 
Certification of Michael S. Keim, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Exhibit 32.1
 
Certification of Jeffrey M. Schweitzer, President and Chief Executive Officer of the Corporation, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Exhibit 32.2
 
Certification of Michael S. Keim, Chief Financial Officer of the Corporation, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Exhibit 101.INS
 
XBRL Instance Document
 
 
 
 
Exhibit 101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
Exhibit 101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
Exhibit 101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
Exhibit 101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
Exhibit 101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Univest Corporation of Pennsylvania
 
(Registrant)
 
 
Date: November 7, 2014
/s/ Jeffrey M. Schweitzer
 
Jeffrey M. Schweitzer
President and Chief Executive Officer
(Principal Executive Officer)
 
 
Date: November 7, 2014
/s/ Michael S. Keim
 
Michael S. Keim
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


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