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UNIVEST FINANCIAL Corp - Quarter Report: 2016 November (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, 2016.
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
 
26,574,730
(Title of Class)
 
(Number of shares outstanding at October 31, 2016)
 
 


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, 2016
 
At December 31, 2015
ASSETS
 
Cash and due from banks
$
43,410

 
$
32,356

Interest-earning deposits with other banks
13,243

 
28,443

Investment securities held-to-maturity (fair value $23,851 and $41,061 at September 30, 2016 and December 31, 2015, respectively)
23,844

 
40,990

Investment securities available-for-sale
460,369

 
329,770

       Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost
17,236

 
8,880

Loans held for sale
3,844

 
4,680

Loans and leases held for investment
3,190,361

 
2,179,013

Less: Reserve for loan and lease losses
(16,899
)
 
(17,628
)
Net loans and leases held for investment
3,173,462

 
2,161,385

Premises and equipment, net
62,132

 
42,156

Goodwill
172,095

 
112,657

Other intangibles, net of accumulated amortization and fair value adjustments of $16,500 and $15,360 at September 30, 2016 and December 31, 2015, respectively
17,128

 
12,620

Bank owned life insurance
99,395

 
71,560

Accrued interest receivable and other assets
54,286

 
33,954

Total assets
$
4,140,444

 
$
2,879,451

LIABILITIES
 
 
 
Noninterest-bearing deposits
$
874,581

 
$
541,460

Interest-bearing deposits:
 
 
 
Demand deposits
866,044

 
790,800

Savings deposits
786,652

 
607,694

Time deposits
651,232

 
454,406

Total deposits
3,178,509

 
2,394,360

Short-term borrowings
211,379

 
24,211

Long-term debt
92,935

 

Subordinated notes
94,027

 
49,377

Accrued interest payable and other liabilities
54,345

 
49,929

Total liabilities
3,631,195

 
2,517,877

SHAREHOLDERS’ EQUITY
 
 
 
Common stock, $5 par value: 48,000,000 shares authorized at September 30, 2016 and December 31, 2015; 28,911,799 and 22,054,270 shares issued at September 30, 2016 and December 31, 2015, respectively; 26,558,412 and 19,530,930 shares outstanding at September 30, 2016 and December 31, 2015, respectively
144,559

 
110,271

Additional paid-in capital
229,635

 
121,280

Retained earnings
192,908

 
193,446

Accumulated other comprehensive loss, net of tax benefit
(14,204
)
 
(16,708
)
Treasury stock, at cost; 2,353,387 and 2,523,340 shares at September 30, 2016 and December 31, 2015, respectively
(43,649
)
 
(46,715
)
Total shareholders’ equity
509,249

 
361,574

Total liabilities and shareholders’ equity
$
4,140,444

 
$
2,879,451

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)
2016
 
2015
 
2016
 
2015
Interest income
 
Interest and fees on loans and leases:
 
 
 
 
 
 
 
Taxable
$
32,236

 
$
21,890

 
$
76,397

 
$
65,083

Exempt from federal income taxes
1,982

 
1,602

 
5,472

 
4,765

Total interest and fees on loans and leases
34,218

 
23,492

 
81,869

 
69,848

Interest and dividends on investment securities:
 
 
 
 
 
 
 
Taxable
1,483

 
1,204

 
3,945

 
3,342

Exempt from federal income taxes
669

 
868

 
2,113

 
2,607

Interest on deposits with other banks
14

 
21

 
51

 
37

Interest and dividends on other earning assets
321

 
119

 
573

 
402

Total interest income
36,705

 
25,704

 
88,551

 
76,236

Interest expense
 
 
 
 
 
 
 
Interest on deposits
2,081

 
1,543

 
5,072

 
4,405

Interest on short-term borrowings
276

 
10

 
599

 
33

Interest on long-term debt and subordinated notes
1,479

 
667

 
2,827

 
1,349

Total interest expense
3,836

 
2,220

 
8,498

 
5,787

Net interest income
32,869

 
23,484

 
80,053

 
70,449

Provision for loan and lease losses
1,415

 
670

 
2,571

 
2,885

Net interest income after provision for loan and lease losses
31,454

 
22,814

 
77,482

 
67,564

Noninterest income
 
 
 
 
 
 
 
Trust fee income
1,958

 
1,904

 
5,820

 
5,878

Service charges on deposit accounts
1,344

 
1,069

 
3,398

 
3,171

Investment advisory commission and fee income
2,864

 
2,687

 
8,292

 
8,190

Insurance commission and fee income
3,267

 
3,232

 
11,328

 
10,812

Other service fee income
2,006

 
1,956

 
5,787

 
5,387

Bank owned life insurance income
711

 
306

 
1,716

 
870

Net gain on sales of investment securities
30

 
296

 
487

 
568

Net gain on mortgage banking activities
2,006

 
1,123

 
4,935

 
3,748

Other (losses) income
(49
)
 
163

 
206

 
613

Total noninterest income
14,137

 
12,736

 
41,969

 
39,237

Noninterest expense
 
 
 
 
 
 
 
Salaries and benefits
16,710

 
11,970

 
44,972

 
37,241

Commissions
2,485

 
2,174

 
6,743

 
6,143

Net occupancy
2,482

 
2,093

 
6,669

 
6,486

Equipment
942

 
787

 
2,468

 
2,286

Data processing
2,169

 
1,214

 
4,980

 
3,416

Professional fees
1,322

 
1,096

 
3,289

 
2,969

Marketing and advertising
345

 
583

 
1,396

 
1,494

Deposit insurance premiums
327

 
433

 
1,192

 
1,267

Intangible expenses
906

 
710

 
2,672

 
2,389

Acquisition-related costs
8,784

 

 
10,156

 
507

Integration costs
5,365

 

 
5,398

 
1,484

Restructuring (recoveries) charges
(85
)
 

 
(85
)
 
1,642

Other expense
5,314

 
4,183

 
13,701

 
12,162

Total noninterest expense
47,066

 
25,243

 
103,551

 
79,486

Income before income taxes
(1,475
)
 
10,307

 
15,900

 
27,315

Income tax (benefit) expense
(1,533
)
 
2,779

 
3,313

 
7,205

Net income
$
58

 
$
7,528

 
$
12,587

 
$
20,110

Net income per share:
 
 
 
 
 
 
 
Basic
$

 
$
0.39

 
$
0.58

 
$
1.02

Diluted

 
0.39

 
0.57

 
1.02

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)
2016
 
2015
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
 
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
(Loss) income
$
(1,475
)
 
$
(1,533
)
 
$
58

 
$
10,307

 
$
2,779

 
$
7,528

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized (losses) gains on available-for-sale investment securities:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized holding (losses) gains arising during the period
(151
)
 
(53
)
 
(98
)
 
797

 
279

 
518

Less: reclassification adjustment for net gains on sales realized in net income (1)
(30
)
 
(10
)
 
(20
)
 
(296
)
 
(104
)
 
(192
)
Less: reclassification adjustment for other-than-temporary impairment on equity securities realized in net income (2)

 

 

 
5

 
2

 
3

Total net unrealized (losses) gains on available-for-sale investment securities
(181
)
 
(63
)
 
(118
)
 
506

 
177

 
329

Net unrealized losses on interest rate swaps used in cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized holding gains (losses) arising during the period
101

 
35

 
66

 
(578
)
 
(202
)
 
(376
)
Less: reclassification adjustment for net losses realized in net income (3)
76

 
27

 
49

 
95

 
33

 
62

Total net unrealized gains (losses) on interest rate swaps used in cash flow hedges
177

 
62

 
115

 
(483
)
 
(169
)
 
(314
)
Defined benefit pension plans:
 
 
 
 
 
 
 
 
 
 
 
Amortization of net actuarial loss included in net periodic pension costs (4)
330

 
115

 
215

 
341

 
119

 
222

Accretion of prior service cost included in net periodic pension costs (4)
(71
)
 
(25
)
 
(46
)
 
(70
)
 
(24
)
 
(46
)
Total defined benefit pension plans
259

 
90

 
169

 
271

 
95

 
176

Other comprehensive income
255

 
89

 
166

 
294

 
103

 
191

Total comprehensive income
$
(1,220
)
 
$
(1,444
)
 
$
224

 
$
10,601

 
$
2,882

 
$
7,719


4

Table of Contents

 
Nine Months Ended September 30,
(Dollars in thousands)
2016
 
2015
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
 
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
Income
$
15,900

 
$
3,313

 
$
12,587

 
$
27,315

 
$
7,205

 
$
20,110

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized gains (losses) on available-for-sale investment securities:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized holding gains (losses) arising during the period
4,151

 
1,453

 
2,698

 
(600
)
 
(210
)
 
(390
)
Less: reclassification adjustment for net gains on sales realized in net income (1)
(487
)
 
(170
)
 
(317
)
 
(568
)
 
(199
)
 
(369
)
Less: reclassification adjustment for other-than-temporary impairment on equity securities realized in net income (2)

 

 

 
5

 
2

 
3

Total net unrealized gains (losses) on available-for-sale investment securities
3,664

 
1,283

 
2,381

 
(1,163
)
 
(407
)
 
(756
)
Net unrealized (losses) gains on interest rate swaps used in cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized holding losses arising during the period
(825
)

(289
)

(536
)
 
(729
)
 
(255
)
 
(474
)
Less: reclassification adjustment for net losses realized in net income (3)
237

 
83

 
154

 
286

 
100

 
186

Total net unrealized losses on interest rate swaps used in cash flow hedges
(588
)
 
(206
)
 
(382
)
 
(443
)
 
(155
)
 
(288
)
Defined benefit pension plans:
 
 
 
 
 
 
 
 
 
 
 
Amortization of net actuarial loss included in net periodic pension costs (4)
988

 
345

 
643

 
1,022

 
358

 
664

Accretion of prior service cost included in net periodic pension costs (4)
(212
)
 
(74
)
 
(138
)
 
(210
)
 
(73
)
 
(137
)
Total defined benefit pension plans
776

 
271

 
505

 
812

 
285

 
527

Other comprehensive income (loss)
3,852

 
1,348

 
2,504

 
(794
)
 
(277
)
 
(517
)
Total comprehensive income
$
19,752

 
$
4,661

 
$
15,091

 
$
26,521

 
$
6,928

 
$
19,593

(1) Included in net gain on sales of investment securities on the consolidated statements of income (before tax amount).
(2) Included in other noninterest income on the consolidated statements of income (before tax amount).
(3) Included in interest expense on demand deposits on the consolidated statements of income (before tax amount).
(4) These accumulated other comprehensive loss components are included in the computation of net periodic pension cot (before tax amount). See Note 7—Retirement Plans and Other Postretirement Benefits for additional details.

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

5

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, 2016
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
19,530,930

 
$
110,271

 
$
121,280

 
$
193,446

 
$
(16,708
)
 
$
(46,715
)
 
$
361,574

Net income

 

 

 
12,587

 

 

 
12,587

Other comprehensive income, net of income tax

 

 

 

 
2,504

 

 
2,504

Cash dividends declared ($0.60 per share)

 

 

 
(13,125
)
 

 

 
(13,125
)
Stock issued under dividend reinvestment and employee stock purchase plans
90,420

 

 
42

 

 

 
1,806

 
1,848

Issuance of common stock, acquisition
6,857,529

 
34,288

 
109,858

 

 

 

 
144,146

Exercise of stock options
39,829

 

 
(41
)
 

 

 
739

 
698

Repurchase of cancelled restricted stock awards
(18,139
)
 

 
314

 

 

 
(314
)
 

Stock-based compensation

 

 
1,407

 

 

 

 
1,407

Net tax benefit on stock-based compensation

 

 
39

 

 

 

 
39

Purchases of treasury stock
(118,412
)
 

 

 

 

 
(2,429
)
 
(2,429
)
Restricted stock awards granted
176,255

 

 
(3,264
)
 

 

 
3,264

 

Balance at September 30, 2016
26,558,412

 
$
144,559

 
$
229,635

 
$
192,908

 
$
(14,204
)
 
$
(43,649
)
 
$
509,249

(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, 2015
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
16,221,607

 
$
91,332

 
$
62,980

 
$
181,851

 
$
(14,462
)
 
$
(37,147
)
 
$
284,554

Net income

 

 

 
20,110

 

 

 
20,110

Other comprehensive loss, net of tax benefit

 

 

 

 
(517
)
 

 
(517
)
Cash dividends declared ($0.60 per share)

 

 

 
(11,801
)
 

 

 
(11,801
)
Stock issued under dividend reinvestment and employee stock purchase plans
92,824

 

 
36

 
(1
)
 

 
1,801

 
1,836

Issuance of common stock, acquisition
3,787,866

 
18,939

 
57,727

 

 

 

 
76,666

Exercise of stock options
18,666

 

 
(36
)
 

 

 
342

 
306

Repurchase of cancelled restricted stock awards
(17,684
)
 

 
277

 

 

 
(277
)
 

Stock-based compensation

 

 
1,034

 

 

 

 
1,034

Net tax benefit on stock-based compensation

 

 
72

 

 

 

 
72

Purchases of treasury stock
(666,421
)
 

 

 

 

 
(13,151
)
 
(13,151
)
Restricted stock awards granted
65,755

 

 
(1,195
)
 

 

 
1,195

 

Balance at September 30, 2015
19,502,613

 
$
110,271

 
$
120,895

 
$
190,159

 
$
(14,979
)
 
$
(47,237
)
 
$
359,109

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

6

Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Nine Months Ended September 30,
(Dollars in thousands)
2016
 
2015
Cash flows from operating activities:
 
 
 
Net income
$
12,587

 
$
20,110

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan and lease losses
2,571

 
2,885

Depreciation of premises and equipment
2,998

 
2,841

Net amortization of investment securities premiums and discounts
1,238

 
992

Net gain on sales of investment securities
(487
)
 
(568
)
Net gain on mortgage banking activities
(4,935
)
 
(3,748
)
Bank owned life insurance income
(1,716
)
 
(870
)
Net accretion of acquisition accounting fair value adjustments
(947
)
 
(1,805
)
Stock-based compensation
1,407

 
1,034

Intangible expenses
2,672

 
2,389

Other adjustments to reconcile net income to cash provided by operating activities
362

 
(447
)
Deferred tax expense
2,673

 
3,586

Originations of loans held for sale
(187,553
)
 
(154,149
)
Proceeds from the sale of loans held for sale
192,207

 
155,644

Contributions to pension and other postretirement benefit plans
(2,181
)
 
(2,208
)
(Increase) decrease in accrued interest receivable and other assets
(2,771
)
 
3,783

Increase in accrued interest payable and other liabilities
5,777

 
273

Net cash provided by operating activities
23,902

 
29,742

Cash flows from investing activities:
 
 
 
Net cash paid due to acquisitions
(94,835
)
 
(2,967
)
Net capital expenditures
(9,292
)
 
(3,848
)
Proceeds from maturities and calls of securities held-to-maturity
17,000

 
13,000

Proceeds from maturities and calls of securities available-for-sale
86,092

 
63,513

Proceeds from sales of securities available-for-sale
75,265

 
56,005

Purchases of investment securities available-for-sale
(58,820
)
 
(127,271
)
Net increase in other equity securities held at cost
(4,140
)
 
(4,573
)
Net increase in loans and leases
(239,949
)
 
(97,768
)
Net decrease (increase) in interest-earning deposits
30,829

 
(64,997
)
Proceeds from sales of other real estate owned

 
14

Net decrease in federal funds sold

 
17,442

Purchases of bank owned life insurance

 
(8,000
)
Net cash used in investing activities
(197,850
)
 
(159,450
)
Cash flows from financing activities:
 
 
 
Net increase in deposits
46,197

 
126,000

Net increase (decrease) in short-term borrowings
108,372

 
(20,783
)
Proceeds from issuance of subordinated notes
44,515

 
49,267

Payment of contingent consideration on acquisitions
(2,519
)
 
(2,631
)
Purchases of treasury stock
(2,429
)
 
(13,151
)
Stock issued under dividend reinvestment and employee stock purchase plans
1,848

 
1,836

Proceeds from exercise of stock options, including excess tax benefits
737

 
378

Cash dividends paid
(11,719
)
 
(11,145
)
Net cash provided by financing activities
185,002

 
129,771

Net increase in cash and due from banks
11,054

 
63

Cash and due from banks at beginning of year
32,356

 
31,995

Cash and due from banks at end of period
$
43,410

 
$
32,058

Supplemental disclosures of cash flow information:
 
 
 
Cash paid for interest
$
9,618

 
$
6,103

Cash paid for income taxes, net of refunds
6,461

 
702

Non cash transactions:
 
 
 
Transfer of loans to other real estate owned
$
2,347

 
$

Transfer of loans to loans held for sale

 
4,000

Assets acquired through acquisitions
1,090,859

 
425,185

Liabilities assumed through acquisitions
911,316

 
389,795

Contingent consideration recorded as goodwill

 
1,525

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

7

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 or Univest) 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, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016. 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, 2015, which was filed with the SEC on March 4, 2016.
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 August, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) to provide guidance for eight cash flow classification issues for certain cash receipts and cash payments with the objective of reducing diversity in practice. The issues identified within the ASU include: debt prepayments or extinguishment costs; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those years for public business entities that are SEC filers, or January 1, 2018 for the Corporation. The Corporation does not anticipate the adoption of this ASU will have a material impact on the financial statements.
In June 2016, the FASB issued an ASU to require businesses and other organizations to measure the current expected credit losses (CECL) on financial assets, such as loans, net investments in leases, certain debt securities, bond insurance and other receivables. The amendments affect entities holding financial assets and net investments in leases that are not accounted for at fair value through net income. Current GAAP requires an incurred loss methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. The amendments in this ASU replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonableness and supportable information to inform credit loss estimates. An entity should apply the amendments through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (modified-retrospective approach). Acquired credit impaired loans for which the guidance in Accounting Standards Codification (ASC) Topic 310-30 has been previously applied should prospectively apply the guidance in this ASU. A prospective transition approach is required for debt securities for which an other-than-temporary impairment has been recognized before the effective date. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those years for public business entities that are SEC filers, or January 1, 2020 for the Corporation. The Corporation is in the process of evaluating the impact of the adoption of this guidance on the Corporation's financial statements; however, it is anticipated that the allowance will increase upon adoption of CECL and that the increased allowance level will decrease regulatory capital and ratios.

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In March 2016, the FASB issued an ASU to simplify and improve employee share-based payment accounting. Under the new guidance, all excess tax benefits and tax deficiencies are recognized as an income tax benefit or expense in the income statement. The additional paid-in capital pool is eliminated. Excess tax benefits and deficiencies are recognized in the period they are deducted on the income tax return. Excess tax benefits are recorded along with other income tax cash flows as an operating activity in the statement of cash flows. The recognition of excess tax benefits and deficiencies and changes to diluted earnings per share are to be applied prospectively when this ASU is adopted. For tax benefits that were not previously recognized because the related tax deduction had not reduced taxes payable, entities record a cumulative-effect adjustment in retained earnings as of the beginning of the year of adoption. The Corporation does not record deferred tax benefits on incentive stock options when expense is accrued, therefore, the Corporation will not have a cumulative-effect adjustment when this ASU is adopted. Changes to the treatment of forfeitures will not impact the Corporation as the historical assumption for forfeitures was immaterial and not taken into account during valuations; the Corporation has recorded forfeitures as they occurred which is consistent with the new guidance. The ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those years for public business entities, or January 1, 2017 for the Corporation. Early adoption is permitted in any interim or annual period provided that the entire ASU is adopted. The Corporation does not anticipate that the adoption of this ASU will have a material impact on the financial statements.
In March 2016, the FASB issued an ASU to amend the guidance for hedge accounting to clarify that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amendments in this ASU are effective for financial statements of public businesses issued for fiscal years and interim periods within those years beginning after December 15, 2016, or January 1, 2017 for the Corporation. The Corporation does not anticipate the adoption of this ASU will have any impact on the financial statements.
In February 2016, the FASB issued an ASU to revise the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. Disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. The ASU is effective for the first interim period within annual periods beginning after December 15, 2018, or January 1, 2019, with early adoption permitted. The Corporation is in the process of evaluating the impact of the adoption of this guidance on the Corporation's financial statements; however, the adoption of this ASU will impact the balance sheet for the recording of assets and liabilities for operating leases; any initial or continued impact of the recording of assets will have an impact on risk-based capital ratios under current regulatory guidance and possibly equity ratios.
In January 2016, the FASB issued an ASU to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The ASU will require equity investments to be measured at fair value with changes in fair value recognized in net income. When fair value is not readily determinable, an entity may elect to measure the equity investment at cost, minus impairment, plus or minus any change in the investment’s observable price. The ASU will simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. A valuation allowance on a deferred tax asset related to available-for-sale securities will need to be included. For financial liabilities that are measured at fair value, the ASU requires an entity to present separately, in other comprehensive income, any change in fair value resulting from a change in instrument-specific credit risk. An entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. The amendments in this ASU are effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017 or January 1, 2018 for the Corporation. The Corporation is in the process of evaluating the impact of the adoption of this guidance on the Corporation's financial statements.
In September 2015, the FASB issued an ASU simplifying the accounting for measurement-period adjustments related to business combinations. The ASU eliminates the requirement to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. Under this ASU, measurement-period adjustments are calculated as if they were known at the acquisition date, but are recognized in the reporting period in which they are determined. The ASU requires additional disclosures about the impact on current period income statement line items of adjustments that would have been recognized in prior periods if prior period information had been revised. The amendments in this ASU were effective for financial statements of public businesses issued for fiscal years and interim periods within those years

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beginning after December 15, 2015, or January 1, 2016 for the Corporation. The adoption of this guidance did not impact the Corporation's financial statements.
In April 2015, the FASB issued an ASU simplifying the presentation of debt issuance costs. The ASU requires that debt issuance costs related to a recognized debt liability shall be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The costs will continue to be amortized to interest expense using the effective interest method. The ASU was effective for financial statements of public businesses issued for fiscal years beginning after December 15, 2015, or January 1, 2016 for the Corporation. The adoption of this ASU did not impact the Corporation's balance sheet presentation as the Corporation followed this presentation consistent with the guidance in FASB Concepts Statement No. 6.
In May 2014, the FASB issued an 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. In March 2016, the FASB issued an ASU clarifying the implementation guidance on the principal-versus-agent considerations in the revenue recognition standard by instructing the participants in the sale to determine whether they control the good or service and are entitled to the gross amount of the transaction or are acting as an agent and should collect only a fee or commission for arranging the sale. In April 2016, the FASB issued an ASU clarifying the identification of performance obligations and licensing. In May 2016, the FASB issued an ASU providing some limited improvements and practical expedients. The original effective date of the guidance relating to revenue from contracts with customers was deferred in August 2015 by one year. This guidance is now effective for fiscal years and interim periods within those years beginning after December 15, 2017, or January 1, 2018 for the Corporation. The Corporation is in the process of evaluating the impact of the adoption of this guidance on the Corporation's financial statements; however, it is anticipated the impact will be only related to timing.

Note 2. Acquisition
Fox Chase Bancorp
On July 1, 2016, the Corporation completed the merger of Fox Chase Bancorp into the Corporation and Fox Chase Bank into Univest Bank and Trust Co. Fox Chase Bank was a locally-managed institution with locations in Pennsylvania and New Jersey and headquartered in Hatboro, Pennsylvania. The Corporation's presence expanded in Bucks, Chester, Philadelphia and Montgomery counties in Pennsylvania and into Cape May county in New Jersey, complementing and expanding the Corporation's existing network of financial centers. The fair value of total assets acquired as a result of the merger totaled $1.1 billion, loans totaled $776.3 million and deposits totaled $738.3 million. In accordance with the terms of the Agreement and Plan of Merger, dated December 8, 2015, holders of shares of Fox Chase common stock received, in aggregate, $98.9 million in cash and 6,857,529 shares or approximately 26% of the post transaction outstanding shares of the Corporation's common stock. The transaction was valued at $242.2 million based on Corporation’s June 30, 2016 closing share price of $21.02 as quoted on NASDAQ. The results of the combined entity’s operations are included in the Corporation's Consolidated Financial Statements from the date of acquisition.
The acquisition of Fox Chase is being accounted for as a business combination using the acquisition method of accounting, which includes estimating the fair value of assets acquired, liabilities assumed and consideration paid as of the acquisition date. These preliminary estimates will be subject to adjustments during and up to one year measurement period after the acquisition.
    






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The following table summarizes the consideration paid for Fox Chase and the fair value of assets acquired and liabilities assumed as of the acquisition date:
(Dollars in thousands, except share data)
 
 
 
 
 
Purchase price consideration in common stock:
 
 
Fox Chase common shares outstanding
11,754,852

 
Fox Chase common shares settled for stock
7,047,096

 
Exchange ratio
0.9731

 
Univest shares issued
6,857,529

 
Univest closing stock price at June 30, 2016
$
21.02

 
Purchase price assigned to Fox Chase common shares exchanged for Univest stock
 
$
144,146

Fox Chase common shares settled for cash
4,707,756

 
Purchase price for shares exchanged for cash
$
21.00

 
Purchase price assigned to Fox Chase common shares exchanged for cash
 
98,863

Purchase price assigned to cash in lieu of fractional shares
 
11

Purchase price assigned to Fox Chase options settled for cash
 
4,255

Purchase price consideration--ESOP and Equity Incentive Plan
 
(5,041
)
Total purchase price
 
$
242,234

 
 
 
Fair value of assets acquired:
 
 
Cash and due from banks
$
3,253

 
Interest-earning deposits with other banks
15,629

 
Investment securities available-for-sale
230,681

 
Loans held for investment
776,264

 
Premises and equipment, net
13,933

 
Other real estate owned
2,510

 
Core deposit intangible *
5,268

 
Bank owned life insurance
26,119

 
Accrued interest receivable and other assets
20,455

 
Total identifiable assets
 
1,094,112

Fair value of liabilities assumed:
 
 
Deposits - noninterest bearing
$
35,285

 
Deposits - interest bearing
702,979

 
Federal funds
48,500

 
Short-term borrowings
30,072

 
Long-term debt
93,376

 
Accrued interest payable and other liabilities
1,104

 
Total liabilities
 
911,316

Identifiable net assets
 
182,796

Goodwill resulting from merger *
 
$
59,438

*Goodwill is not deductible for federal income tax purposes. The goodwill and core deposit intangible are allocated to the Banking business segment.
The following is a description of the valuation methodologies used to estimate the fair values of major categories of assets acquired and liabilities assumed. In many cases, determining the fair value of the acquired assets and assumed liabilities required the Corporation to estimate cash flows expected to result from those assets and liabilities and to discount those cash flows at appropriate rates of interest, which required the utilization of significant estimates and judgment in accounting for the acquisition.
Cash and due from banks: The estimated fair values of cash and due from banks approximated their stated value.
Investment securities available-for-sale: The estimated fair values of the investment securities available for sale, primarily comprised of U.S. government agency mortgage-backed securities and corporate bonds, were determined using Level 2 inputs in the fair value hierarchy. The fair values were determined using independent pricing services and market-participating brokers. The Corporation’s independent pricing service utilized 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

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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. Management reviewed the data and assumptions used in pricing the securities. A fair value premium of $3.4 million was recorded and will be amortized over the estimated life of the investments (estimated average remaining life of 3.7 years) using the interest rate method.
.Loans held for investment: The most significant fair value determination related to the valuation of acquired loans. The acquisition resulted in loans acquired with and without evidence of credit quality deterioration. There was no carryover related allowance for loan and lease losses.
The acquired loan portfolio was valued based on current guidance which defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. Level 3 inputs were utilized to value the portfolio and included the use of present value techniques employing cash flow estimates and incorporated assumptions that marketplace participants would use in estimating fair values. In instances where reliable market information was not available, the Corporation used assumptions in an effort to determine reasonable fair value. Specifically, management utilized three separate fair value analyses which a market participant would employ in estimating the total fair value adjustment. The three separate fair valuation methodologies used were: 1) interest rate loan fair value analysis; 2) general credit fair value analysis; and 3) specific credit fair value analysis.
For loans acquired without evidence of credit quality deterioration, the Corporation prepared the interest rate loan fair value analysis. Loans were grouped by characteristics such as loan type, term, collateral and rate. Market rates for similar loans were obtained from various external data sources and reviewed by management for reasonableness. The average of these rates was used as the fair value interest rate a market participant would utilize. A present value approach was utilized to calculate the interest rate fair value adjustment. Additionally a general credit fair value adjustment was calculated using a two part general credit fair value analysis: 1) expected lifetime credit migration losses; and 2) estimated fair value adjustment for qualitative factors, liquidity and an additional discount for loans considered to have heightened risk but not considered impaired.
The expected lifetime losses were calculated using an average of historical losses of the Bank, Fox Chase Bank and peer banks. The Corporation also estimated an environmental factor to apply to each loan type. The environmental factor represents potential discount which may arise due to general economic conditions. Fox Chase's loan portfolio without evidence of credit quality deterioration was recorded at a current fair value of $762.5 million. A fair value premium of $4.7 million was recognized to reflect the fair values of loans. A fair value discount of $8.5 million was recognized to reflect the general credit risk of the loan portfolio. The adjustment will be substantially recognized as interest income over approximately 10 years on a level yield amortization method based upon the expected life of the loans.
For loans acquired with evidence of credit quality deterioration , the Corporation prepared a specific credit fair value adjustment. Management reviewed the acquired loan portfolio for loans meeting the definition of an impaired loan with deteriorated credit quality. Loans meeting this definition were reviewed by comparing the contractual cash flows to expected collectible cash flows. The aggregate expected cash flows less the acquisition date fair value results in an accretable yield amount. The accretable discount amount will be recognized over the life of the loans on a level yield basis as an adjustment to yield. Any disposals of loans, including sales of loans, payments in full or foreclosures result in the derecognition of the loan at its carrying value with differences in actual results reflected in interest income.
At the acquisition date, the Corporation recorded $13.7 million of acquired impaired loans. The aggregate expected cash flows less the acquisition date fair value results in an accretable discount amount of $283 thousand, which will be recognized over the life of the loans on a level yield basis as an adjustment to yield. Contractual cashflows not expected to be collected of $11.1 million resulted in an unaccretable fair value discount of $5.7 million.
The following is a summary of the acquired impaired loans at July 1, 2016 resulting from the acquisition with Fox Chase:
(Dollars in thousands)
 
 
 
Contractually required principal and interest payments
$
25,141

Contractual cash flows not expected to be collected (nonaccretable difference)
(11,120
)
Cash flows expected to be collected
14,021

Interest component of expected cash flows (accretable discount)
(283
)
Fair value of loans acquired with a deterioration of credit quality
$
13,738

Bank premises: The Corporation assumed ten owned properties. The fair value was determined taking into consideration the highest and best use of the properties from a market participant perspective. For those properties that the Corporation have held-for-sale, the fair value is reduced by the costs to sell. The fair value of bank premises were determined using Level 2 inputs in the fair value hierarchy. The fair value of the buildings of $4.7 million will be amortized over an estimated life of 30 years.

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Other real estate owned: The Corporation assumed five other real estate owned properties. The fair value was determined taking into consideration the highest and best use of the properties from a market participant perspective, including management assumptions when comparative data is not available, and is reduced by the costs to sell. The fair value of other real estate owned was determined using Level 2 inputs in the fair value hierarchy.
Bank owned life insurance: The fair value was determined at the cash surrender value of the policies.
Core deposit intangible: Core deposit intangible represents the value assigned to demand, interest checking, money market and savings accounts acquired as part of the acquisition. The core deposit intangible fair value represents the future economic benefit, including the present value of future tax benefits, of the potential cost savings from acquiring core deposits as part of an acquisition compared to the cost of alternative funding sources and was valued utilizing Level 3 inputs. The core deposit intangible of $5.3 million will be amortized using the sum of the years digits method over an estimated life of 10 years.
Deposits: The fair values of demand and saving deposits, with no stated maturities, approximated the carrying value as these accounts are payable on demand. The fair values of time deposits with fixed maturities were estimated by discounting the final maturity using current market interest rate for similar instruments. A fair value premium of $832 thousand was recorded and will be recognized as a reduction to interest expense using a level yield amortization method over the life of the time deposit. The fair value of time deposits were determined using Level 2 inputs in the fair value hierarchy.
Federal funds and short-term borrowings: Fair values federal funds and short-term borrowings were estimated using discounted cash flow analysis based on rates currently available to the Bank for advances with similar terms and remaining maturities. The fair value of federal funds and short-term borrowings was determined using Level 2 inputs in the fair value hierarchy. A fair value premium of $72 thousand was recorded and will be recognized as a reduction to interest expense using a level yield amortization method over the life of the borrowings.
Long-term debt: Fair values of long-term debt were estimated using discounted cash flow analysis based on rates currently available to the Bank for advances with similar terms and remaining maturities. The fair value of long-term borrowings was determined using Level 2 inputs in the fair value hierarchy. A fair value premium of $3.4 million was recognized and will be recognized as a reduction to interest expense using a level yield amortization method over the life of the debt.
Deferred tax assets and liabilities: Deferred tax assets and liabilities were established for purchase accounting fair value adjustments as the future amortization/accretion of these adjustments represent temporary differences between book income and taxable income.
Direct costs related to the acquisition were expensed as incurred. For the three- and nine-months ended September 30, 2016, the Corporation incurred $14.1 million and $15.6 million, respectively, of Fox Chase integration and acquisition-related costs, which have been separately stated in the Corporation's consolidated statements of income.



















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Supplemental Pro Forma Financial Information (unaudited)
The following unaudited pro forma combined consolidated financial information for the three and nine months ended September 30, 2016 combine the historical consolidated results of the Corporation and Fox Chase and give effect to the merger as if the merger occurred on January 1, 2016 and January 1, 2015, respectively. The pro forma information has been prepared to include the estimated adjustments necessary to record the assets and liabilities of Fox Chase at their respective fair values. Furthermore, the unaudited proforma information does not reflect management’s estimate of any revenue-enhancing opportunities or anticipated cost savings.
The pro forma data is not necessarily indicative of the operating results that the Corporation would have achieved had it completed the merger as of the beginning of the period presented and should not be considered as representative of future operations.
The unaudited pro forma data presented below is based on, and should be read together with, the historical financial information of the Corporation included in this Form 10-Q for the indicated periods and the historical information of Fox Chase included or incorporated by reference in the Corporation's Form S-4 Registrant Statement (No. 333-209759).
 
Pro Forma
 
Pro Forma
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
(Dollars in thousands, except share data)
2016
 
2015
 
2016
 
2015
Net interest income
$
32,869

 
$
32,441

 
$
98,409

 
$
98,075

Noninterest income
14,137

 
13,457

 
44,195

 
41,225

Noninterest expense*
47,066

 
32,014

 
129,740

 
99,471

Net income*
58

 
9,754

 
5,015

 
27,718

Earnings per share *
 
 
 
 
 
 
 
Basic

 
0.37

 
0.19

 
1.04

Diluted

 
0.37

 
0.19

 
1.04

 
 
 
 
 
 
 
 
* Includes acquisition, integration and restructuring costs as summarized below:
 
 
 
 
 
 
 
 
 
 
 
Pro Forma
 
Pro Forma
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
(Dollars in thousands, except share data)
2016
 
2015
 
2016
 
2015
Acquisition and integration costs
$
(14,148
)
 

 
$
(29,063
)
 
$
(1,991
)
Acquisition and integration costs, net of tax
(9,209
)
 

 
(19,902
)
 
(1,296
)
Earnings per share
 
 
 
 
 
 
 
Basic
(0.35
)
 

 
(0.76
)
 
(0.05
)
Diluted
(0.35
)
 

 
(0.76
)
 
(0.05
)
 
 
 
 
 
 
 
 
Restructuring (charges) revenue
85

 

 
85

 
(1,642
)
Restructuring (charges) revenue, net of tax
55

 

 
55

 
(1,067
)
Earnings per share
 
 
 
 
 
 
 
Basic

 

 

 
(0.04
)
Diluted

 

 

 
(0.04
)


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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, 2016 and December 31, 2015, by contractual maturity within each type:
 
At September 30, 2016
 
At December 31, 2015
(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
$
23,844

 
$
16

 
$
(9
)
 
$
23,851

 
$
21,047

 
$
134

 
$

 
$
21,181

After 1 year to 5 years

 

 

 

 
19,943

 
1

 
(64
)
 
19,880


23,844

 
16

 
(9
)
 
23,851

 
40,990

 
135

 
(64
)
 
41,061

Total
$
23,844

 
$
16

 
$
(9
)
 
$
23,851

 
$
40,990

 
$
135

 
$
(64
)
 
$
41,061

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

 
$

 
$

 
$

 
$
4,978

 
$

 
$
(91
)
 
$
4,887



 

 

 

 
4,978

 

 
(91
)
 
4,887

U.S. government corporations and agencies:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
20,010

 
36

 
(1
)
 
20,045

 
10,389

 

 
(29
)
 
10,360

After 1 year to 5 years
17,308

 
162

 
(1
)
 
17,469

 
92,148

 
26

 
(378
)
 
91,796


37,318

 
198

 
(2
)
 
37,514

 
102,537

 
26

 
(407
)
 
102,156

State and political subdivisions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
964

 

 

 
964

 

 

 

 

After 1 year to 5 years
17,006

 
116

 
(12
)
 
17,110

 
17,362

 
80

 
(29
)
 
17,413

After 5 years to 10 years
50,981

 
1,545

 
(20
)
 
52,506

 
47,969

 
1,188

 
(32
)
 
49,125

Over 10 years
20,885

 
1,007

 

 
21,892

 
34,334

 
1,160

 

 
35,494


89,836

 
2,668

 
(32
)
 
92,472

 
99,665

 
2,428

 
(61
)
 
102,032

Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After 1 year to 5 years
6,624

 
28

 

 
6,652

 
9,713

 
12

 
(13
)
 
9,712

After 5 years to 10 years
24,220

 
46

 
(10
)
 
24,256

 
60

 

 

 
60

Over 10 years
169,052

 
506

 
(18
)
 
169,540

 
3,517

 
65

 

 
3,582


199,896

 
580

 
(28
)
 
200,448

 
13,290

 
77

 
(13
)
 
13,354

Collateralized mortgage obligations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Over 10 years
5,017

 
12

 
(13
)
 
5,016

 
3,215

 

 
(82
)
 
3,133


5,017

 
12

 
(13
)
 
5,016

 
3,215

 

 
(82
)
 
3,133

Corporate bonds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
250

 

 

 
250

 
250

 

 

 
250

After 1 year to 5 years
37,029

 
184

 
(21
)
 
37,192

 
19,446

 
25

 
(158
)
 
19,313

After 5 years to 10 years
15,198

 
106

 
(45
)
 
15,259

 
10,148

 

 
(266
)
 
9,882

Over 10 years
60,000

 
592

 
(1,846
)
 
58,746

 
60,000

 

 
(2,770
)
 
57,230


112,477

 
882

 
(1,912
)
 
111,447

 
89,844

 
25

 
(3,194
)
 
86,675

Money market mutual funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No stated maturity
12,661

 

 

 
12,661

 
16,726

 

 

 
16,726


12,661

 

 

 
12,661

 
16,726

 

 

 
16,726

Equity securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No stated maturity
411

 
400

 

 
811

 
426

 
381

 

 
807


411

 
400

 

 
811

 
426

 
381

 

 
807

Total
$
457,616

 
$
4,740

 
$
(1,987
)
 
$
460,369

 
$
330,681

 
$
2,937

 
$
(3,848
)
 
$
329,770


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, 2016 and December 31, 2015 do not represent other-than-temporary impairments in management's judgment.

15

Table of Contents

Securities with a carrying value of $365.4 million and $210.1 million at September 30, 2016 and December 31, 2015, 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, 2016 and 2015:
 
Nine Months Ended September 30,
(Dollars in thousands)
2016
 
2015
Securities available-for-sale:
 
 
 
Proceeds from sales
$
75,265

 
$
56,005

Gross realized gains on sales
568

 
591

Gross realized losses on sales
81

 
23

Tax expense related to net realized gains on sales
170

 
199

    
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, market 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. 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, 2016 and 2015.

The Corporation evaluates its equity securities for other-than-temporary impairment and recognizes other-than-temporary impairment charges when it has determined that it is probable that the fair value of certain equity securities will not recover to the Corporation’s cost basis in the individual securities within a reasonable period of time due to a decline in the financial stability of the underlying companies. Management evaluates the near-term prospects of the issuers in relation to the severity and duration of the impairment. The Corporation has the intent and ability to hold these securities until recovery of the Corporation’s cost basis occurs. The Corporation did not recognize any other-than-temporary impairment charges on its equity portfolio during the nine months ended September 30, 2016 and 2015.
At September 30, 2016 and December 31, 2015, there were no investments in any single non-federal issuer representing more than 10% of shareholders’ equity.

16

Table of Contents

The following table shows the fair value of securities that were in an unrealized loss position at September 30, 2016 and December 31, 2015 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, 2016
 
 
 
 
 
 
 
 
 
 
 
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
Corporate bonds
$
4,995

 
$
(9
)
 
$

 
$

 
$
4,995

 
$
(9
)
Total
$
4,995

 
$
(9
)
 
$

 
$

 
$
4,995

 
$
(9
)
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
5,317

 
$
(2
)
 
$

 
$

 
$
5,317

 
$
(2
)
State and political subdivisions
3,996

 
(11
)
 
1,701

 
(21
)
 
5,697

 
(32
)
Residential mortgage-backed securities
27,700

 
(28
)
 

 

 
27,700

 
(28
)
Collateralized mortgage obligations

 

 
2,764

 
(13
)
 
2,764

 
(13
)
Corporate bonds
19,519

 
(91
)
 
33,179

 
(1,821
)
 
52,698

 
(1,912
)
Total
$
56,532

 
$
(132
)
 
$
37,644

 
$
(1,855
)
 
$
94,176

 
$
(1,987
)
At December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
Corporate bonds
$
12,078

 
$
(9
)
 
$
4,953

 
$
(55
)
 
$
17,031

 
$
(64
)
Total
$
12,078

 
$
(9
)
 
$
4,953

 
$
(55
)
 
$
17,031

 
$
(64
)
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
U.S. treasuries
$

 
$

 
$
4,887

 
$
(91
)
 
$
4,887

 
$
(91
)
U.S. government corporations and agencies
72,157

 
(379
)
 
4,972

 
(28
)
 
77,129

 
(407
)
State and political subdivisions
10,251

 
(49
)
 
1,335

 
(12
)
 
11,586

 
(61
)
Residential mortgage-backed securities
4,751

 
(13
)
 

 

 
4,751

 
(13
)
Collateralized mortgage obligations

 

 
3,133

 
(82
)
 
3,133

 
(82
)
Corporate bonds
72,234

 
(2,941
)
 
10,669

 
(253
)
 
82,903

 
(3,194
)
Total
$
159,393

 
$
(3,382
)
 
$
24,996

 
$
(466
)
 
$
184,389

 
$
(3,848
)
Note 4. Loans and Leases
Summary of Major Loan and Lease Categories
 
At September 30, 2016
(Dollars in thousands)
Originated
 
Acquired
 
Total
Commercial, financial and agricultural
$
598,174

 
$
185,506

 
$
783,680

Real estate-commercial
844,768

 
492,760

 
1,337,528

Real estate-construction
128,976

 
47,869

 
176,845

Real estate-residential secured for business purpose
131,710

 
156,484

 
288,194

Real estate-residential secured for personal purpose
202,345

 
84,950

 
287,295

Real estate-home equity secured for personal purpose
140,380

 
15,905

 
156,285

Loans to individuals
30,137

 
512

 
30,649

Lease financings
129,885

 

 
129,885

Total loans and leases held for investment, net of deferred income
$
2,206,375

 
$
983,986

 
$
3,190,361

Unearned lease income, included in the above table
$
(15,349
)
 
$

 
$
(15,349
)
Net deferred costs, included in the above table
4,805

 

 
4,805

Overdraft deposits included in the above table
48

 
2

 
50



17

Table of Contents

 
At December 31, 2015
(Dollars in thousands)
Originated
 
Acquired
 
Total
Commercial, financial and agricultural
$
479,980

 
$
24,535

 
$
504,515

Real estate-commercial
759,342

 
126,550

 
885,892

Real estate-construction
91,904

 
4,637

 
96,541

Real estate-residential secured for business purpose
94,280

 
124,503

 
218,783

Real estate-residential secured for personal purpose
177,850

 
3,305

 
181,155

Real estate-home equity secured for personal purpose
125,361

 
11,594

 
136,955

Loans to individuals
29,406

 
326

 
29,732

Lease financings
125,440

 

 
125,440

Total loans and leases held for investment, net of deferred income
$
1,883,563

 
$
295,450

 
$
2,179,013

Unearned lease income, included in the above table
$
(13,829
)
 
$

 
$
(13,829
)
Net deferred costs, included in the above table
4,244

 

 
4,244

Overdraft deposits included in the above table
35

 

 
35

Overdraft deposits are re-classified as loans and are included in the total loans and leases on the balance sheet.
The carrying amount of acquired loans at September 30, 2016 totaled $984.0 million, including $746.2 million of loans from the Fox Chase acquisition and $237.8 million from the Valley Green Bank acquisition. At September 30, 2016, loans acquired with deteriorated credit quality, or acquired credit impaired loans were $13.6 million from the Fox Chase acquisition and $955 thousand from the Valley Green Bank acquisition. Acquired credit impaired loans are accounted for in accordance with Accounting Standards Codification (ASC) Topic 310-30.
The outstanding principal balance and carrying amount for acquired credit impaired loans at September 30, 2016 and December 31, 2015 were as follows:
(Dollars in thousands)
At September 30, 2016
 
At December 31, 2015
Outstanding principal balance
$
21,017

 
$
3,551

Carrying amount
14,575

 
1,253

Allowance for loan losses

 
8


The following table presents the changes in accretable discount on acquired credit impaired loans:
(Dollars in thousands)
Nine Months Ended September 30, 2016
Beginning of period
$
144

Acquisition of credit impaired loans
283

Reclassification from nonaccretable discount
318

Accretable discount amortized to interest income
(501
)
Disposals
(34
)
End of period
$
210



18

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, 2016 and December 31, 2015:
(Dollars in thousands)
30-59
Days
Past Due
 
60-89
Days
Past Due
 
90 Days
or more
Past Due
 
Total
Past Due
 
Current
 
Acquired Credit Impaired
 
Total Loans
and Leases
Held for
Investment
 
Recorded
Investment 90
Days or more
Past Due and
Accruing
Interest
At September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
780

 
$
1,000

 
$
1,680

 
$
3,460

 
$
779,498

 
$
722

 
$
783,680

 
$

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
5,373

 
158

 
941

 
6,472

 
1,320,803

 
10,253

 
1,337,528

 

Construction

 
560

 

 
560

 
174,087

 
2,198

 
176,845

 

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
1,554

 
1,660

 
1,187

 
4,401

 
282,657

 
1,136

 
288,194

 

Residential secured for personal purpose
1,210

 
342

 
1,033

 
2,585

 
284,444

 
266

 
287,295

 
666

Home equity secured for personal purpose
1,453

 
27

 
608

 
2,088

 
154,197

 

 
156,285

 
34

Loans to individuals
194

 
93

 
153

 
440

 
30,209

 

 
30,649

 
153

Lease financings
2,498

 
1,199

 
787

 
4,484

 
125,401

 

 
129,885

 
275

Total
$
13,062

 
$
5,039

 
$
6,389

 
$
24,490

 
$
3,151,296

 
$
14,575

 
$
3,190,361

 
$
1,128

At December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
864

 
$
298

 
$
4,279

 
$
5,441

 
$
498,757

 
$
317

 
$
504,515

 
$

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
12,103

 

 
1,102

 
13,205

 
872,174

 
513

 
885,892

 

Construction

 

 

 

 
96,541

 

 
96,541

 

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
1,406

 
2,356

 
727

 
4,489

 
213,871

 
423

 
218,783

 

Residential secured for personal purpose
990

 
69

 
309

 
1,368

 
179,787

 

 
181,155

 

Home equity secured for personal purpose
777

 
52

 
174

 
1,003

 
135,952

 

 
136,955

 

Loans to individuals
198

 
97

 
173

 
468

 
29,264

 

 
29,732

 
173

Lease financings
1,294

 
652

 
646

 
2,592

 
122,848

 

 
125,440

 
206

Total
$
17,632

 
$
3,524

 
$
7,410

 
$
28,566

 
$
2,149,194

 
$
1,253

 
$
2,179,013

 
$
379



19

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, 2016 and December 31, 2015:
 
At September 30, 2016
 
At December 31, 2015
(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
$
6,399

 
$
975

 
$

 
$
7,374

 
$
6,915

 
$
1,602

 
$

 
$
8,517

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
3,742

 
1,532

 

 
5,274

 
4,314

 
2,449

 

 
6,763

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
3,319

 
779

 

 
4,098

 
1,863

 
763

 

 
2,626

Residential secured for personal purpose
494

 

 
666

 
1,160

 
376

 
421

 

 
797

Home equity secured for personal purpose
584

 

 
34

 
618

 
275

 

 

 
275

Loans to individuals

 

 
153

 
153

 

 

 
173

 
173

Lease financings
512

 

 
275

 
787

 
440

 
10

 
206

 
656

Total
$
15,050

 
$
3,286

 
$
1,128

 
$
19,464

 
$
14,183

 
$
5,245

 
$
379

 
$
19,807

 * Includes nonaccrual troubled debt restructured loans and lease modifications of $1.4 million and $93 thousand at September 30, 2016 and December 31, 2015, 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, 2016 and December 31, 2015.
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 a risk rating 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 a risk rating 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



20

Table of Contents

Commercial Credit Exposure Credit Risk by Internally Assigned Grades
The following table presents classifications for originated loans:
(Dollars in thousands)
Commercial,
Financial and
Agricultural
 
Real Estate—
Commercial
 
Real Estate—
Construction
 
Real Estate—
Residential Secured
for Business Purpose
 
Total
At September 30, 2016
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
323

 
$

 
$
9,450

 
$

 
$
9,773

3. Strong
16,272

 
2,336

 

 

 
18,608

4. Satisfactory
33,339

 
39,360

 

 
373

 
73,072

5. Acceptable
441,548

 
617,777

 
111,846

 
116,042

 
1,287,213

6. Pre-watch
80,626

 
127,052

 
7,470

 
10,315

 
225,463

7. Special Mention
4,945

 
17,533

 
207

 
158

 
22,843

8. Substandard
21,121

 
40,710

 
3

 
4,822

 
66,656

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
598,174

 
$
844,768

 
$
128,976

 
$
131,710

 
$
1,703,628

At December 31, 2015
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
968

 
$

 
$
5,417

 
$

 
$
6,385

3. Strong
17,328

 
10,877

 

 

 
28,205

4. Satisfactory
36,697

 
36,023

 
450

 
9

 
73,179

5. Acceptable
328,140

 
530,766

 
72,630

 
78,659

 
1,010,195

6. Pre-watch
61,098

 
119,117

 
13,262

 
7,161

 
200,638

7. Special Mention
6,074

 
20,286

 

 
2,347

 
28,707

8. Substandard
29,675

 
42,273

 
145

 
6,104

 
78,197

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
479,980

 
$
759,342

 
$
91,904

 
$
94,280

 
$
1,425,506


21

Table of Contents

The following table presents classifications for acquired loans:
(Dollars in thousands)
Commercial,
Financial and
Agricultural
 
Real Estate—
Commercial
 
Real Estate—
Construction
 
Real Estate—
Residential Secured
for Business Purpose
 
Total
At September 30, 2016
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
591

 
$

 
$

 
$

 
$
591

3. Strong

 

 

 

 

4. Satisfactory
4,560

 
2,128

 

 

 
6,688

5. Acceptable
128,845

 
299,910

 
19,804

 
131,921

 
580,480

6. Pre-watch
47,299

 
169,277

 
25,867

 
15,210

 
257,653

7. Special Mention
74

 
8,333

 

 
5,933

 
14,340

8. Substandard
4,137

 
13,112

 
2,198

 
3,420

 
22,867

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
185,506

 
$
492,760

 
$
47,869

 
$
156,484

 
$
882,619

December 31, 2015
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
1,411

 
$

 
$

 
$

 
$
1,411

3. Strong

 

 

 

 

4. Satisfactory
1,181

 
3,561

 

 
608

 
5,350

5. Acceptable
18,446

 
102,122

 
4,637

 
113,002

 
238,207

6. Pre-watch
2,273

 
10,365

 

 
8,153

 
20,791

7. Special Mention
417

 
8,853

 

 
367

 
9,637

8. Substandard
807

 
1,649

 

 
2,373

 
4,829

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
24,535

 
$
126,550

 
$
4,637

 
$
124,503

 
$
280,225

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 unlikely.
The following table presents classifications for originated loans:
(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, 2016
 
 
 
 
 
 
 
 
 
Performing
$
202,017

 
$
139,762

 
$
29,984

 
$
129,098

 
$
500,861

Nonperforming
328

 
618

 
153

 
787

 
1,886

Total
$
202,345

 
$
140,380

 
$
30,137

 
$
129,885

 
$
502,747

At December 31, 2015
 
 
 
 
 
 
 
 
 
Performing
$
177,053

 
$
125,086

 
$
29,233

 
$
124,784

 
$
456,156

Nonperforming
797

 
275

 
173

 
656

 
1,901

Total
$
177,850

 
$
125,361

 
$
29,406

 
$
125,440

 
$
458,057



22

Table of Contents

The following table presents classifications for acquired loans:
(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, 2016
 
 
 
 
 
 
 
 
 
Performing
$
84,118

 
$
15,905

 
$
512

 
$

 
$
100,535

Nonperforming
832

 

 

 

 
832

Total
$
84,950

 
$
15,905

 
$
512

 
$

 
$
101,367

At December 31, 2015
 
 
 
 
 
 
 
 
 
Performing
$
3,305

 
$
11,594

 
$
326

 
$

 
$
15,225

Nonperforming

 

 

 

 

Total
$
3,305

 
$
11,594

 
$
326

 
$

 
$
15,225

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. 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. While the Corporation has strict underwriting, review, and monitoring procedures in place, 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.

23

Table of Contents

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 support higher combined loan-to-value ratios.
Credit risk for consumer loans is controlled by strict adherence to 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 term.

24

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, 2016 and 2015:
(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, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
5,788

 
$
7,549

 
$
56

 
$
1,301

 
$
411

 
$
1,121

 
$
927

 
$
17,153

Charge-offs
(1,753
)
 
(100
)
 
(3
)
 
(34
)
 
(123
)
 
(176
)
 
N/A

 
(2,189
)
Recoveries
351

 
83

 
9

 
15

 
28

 
34

 
N/A

 
520

Provision (recovery of provision)
1,300

 
(388
)
 
(32
)
 
268

 
114

 
184

 
(30
)
 
1,416

Recovery of provision for acquired credit impaired loans

 

 

 
(1
)
 

 

 

 
(1
)
Ending balance
$
5,686

 
$
7,144

 
$
30

 
$
1,549

 
$
430

 
$
1,163

 
$
897

 
$
16,899

Three Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
6,847

 
$
7,801

 
$
616

 
$
1,188

 
$
389

 
$
1,125

 
$
1,636

 
$
19,602

Charge-offs
(1,917
)
 
(138
)
 
(90
)
 
(10
)
 
(144
)
 
(172
)
 
N/A

 
(2,471
)
Recoveries
682

 
34

 
8

 
8

 
40

 
47

 
N/A

 
819

Provision (recovery of provision)
1,382

 
(795
)
 
(41
)
 
(3
)
 
130

 
(1
)
 
(24
)
 
648

Provision for acquired credit impaired loans

 
9

 
13

 

 

 

 

 
22

Ending balance
$
6,994

 
$
6,911

 
$
506

 
$
1,183

 
$
415

 
$
999

 
$
1,612

 
$
18,620

Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
6,418

 
$
6,572

 
$
763

 
$
1,575

 
$
346

 
$
1,042

 
$
912

 
$
17,628

Charge-offs
(3,580
)
 
(305
)
 
(268
)
 
(90
)
 
(307
)
 
(541
)
 
N/A

 
(5,091
)
Recoveries
1,316

 
99

 
62

 
66

 
91

 
157

 
N/A

 
1,791

Provision (recovery of provision)
1,532

 
600

 
(527
)
 
1

 
300

 
505

 
(15
)
 
2,396

Provision (recovery of provision) for acquired credit impaired loans

 
178

 

 
(3
)
 

 

 

 
175

Ending balance
$
5,686

 
$
7,144

 
$
30

 
$
1,549

 
$
430

 
$
1,163

 
$
897

 
$
16,899

Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
6,920

 
$
8,943

 
$
763

 
$
1,124

 
$
360

 
$
985

 
$
1,567

 
$
20,662

Charge-offs*
(3,255
)
 
(1,834
)
 
(114
)
 
(148
)
 
(392
)
 
(591
)
 
N/A

 
(6,334
)
Recoveries
907

 
190

 
21

 
9

 
129

 
151

 
N/A

 
1,407

Provision (recovery of provision)
2,422

 
(397
)
 
(177
)
 
198

 
318

 
454

 
45

 
2,863

Provision for acquired credit impaired loans

 
9

 
13

 

 

 

 

 
22

Ending balance
$
6,994

 
$
6,911

 
$
506

 
$
1,183

 
$
415

 
$
999

 
$
1,612

 
$
18,620


25

Table of Contents

N/A – Not applicable
*Includes charge-offs of $1.3 million on two real estate construction loans for one borrower which were subsequently transferred to loans held for sale in the second quarter of 2015.
(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, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$

 
$

 
$
5

 
$

 
$

 
$

 
N/A

 
$
5

Ending balance: collectively evaluated for impairment
5,686

 
7,144

 
25

 
1,549

 
430

 
1,163

 
897

 
16,894

Total ending balance
$
5,686

 
$
7,144

 
$
30

 
$
1,549

 
$
430

 
$
1,163

 
$
897

 
$
16,899

Loans and leases held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
10,273

 
$
23,014

 
$
4,614

 
$
1,078

 
$

 
$

 
 
 
$
38,979

Ending balance: collectively evaluated for impairment
587,901

 
950,730

 
127,096

 
341,647

 
30,137

 
129,885

 
 
 
2,167,396

Loans measured at fair value

 
2,234

 

 

 

 

 
 
 
2,234

Acquired non-credit impaired loans
184,784

 
525,944

 
155,348

 
100,589

 
512

 

 
 
 
967,177

Acquired credit impaired loans
722

 
12,451

 
1,136

 
266

 

 

 
 
 
14,575

Total ending balance
$
783,680

 
$
1,514,373

 
$
288,194

 
$
443,580

 
$
30,649

 
$
129,885

 
 
 
$
3,190,361

At September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
344

 
$

 
$

 
$
36

 
$

 
$

 
N/A

 
$
380

Ending balance: collectively evaluated for impairment
6,650

 
6,903

 
493

 
1,147

 
415

 
999

 
1,612

 
18,219

Ending balance: acquired credit impaired loans evaluated for impairment

 
8

 
13

 

 

 

 

 
21

Total ending balance
$
6,994

 
$
6,911

 
$
506

 
$
1,183

 
$
415

 
$
999

 
$
1,612

 
$
18,620

Loans and leases held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
13,932

 
$
13,622

 
$
4,278

 
$
936

 
$

 
$

 
 
 
$
32,768

Ending balance: collectively evaluated for impairment
441,537

 
768,518

 
61,093

 
298,128

 
29,575

 
124,884

 
 
 
1,723,735

Acquired non-credit impaired loans
27,562

 
157,866

 
138,100

 
16,055

 
342

 

 
 
 
339,925

Acquired credit impaired loans
311

 
512

 
493

 
63

 

 

 
 
 
1,379

Total ending balance
$
483,342

 
$
940,518

 
$
203,964

 
$
315,182

 
$
29,917

 
$
124,884

 
 
 
$
2,097,807

N/A – Not applicable
Subsequent to the acquisition, the Corporation records a provision for loan loss for the acquired non-impaired loans only when additional deterioration of the portfolio is identified over the projections utilized in the initial fair value analysis. After the

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Table of Contents

acquisition measurement period, the present value of any decreases in expected cash flows of purchased impaired loans will generally result in an impairment charge recorded as a provision for loan loss, resulting in an increase to the allowance.
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, 2016 and December 31, 2015. The impaired loans exclude loans acquired with deteriorated credit quality.
 
At September 30, 2016
 
At December 31, 2015
(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
$
10,273

 
$
12,401

 
 
 
$
10,337

 
$
13,318

 
 
Real estate—commercial real estate
23,014

 
23,860

 
 
 
30,088

 
30,996

 
 
Real estate—residential secured for business purpose
4,267

 
4,759

 
 
 
4,597

 
4,717

 
 
Real estate—residential secured for personal purpose
494

 
522

 
 
 
545

 
554

 
 
Real estate—home equity secured for personal purpose
584

 
585

 
 
 
170

 
170

 
 
Total impaired loans with no allowance recorded
$
38,632

 
$
42,127

 
 
 
$
45,737

 
$
49,755

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

 
$

 
$

 
$
2,544

 
$
2,544

 
$
208

Real estate—residential secured for business purpose
347

 
421

 
5

 
295

 
295

 
45

Real estate—residential secured for personal purpose

 

 

 
252

 
252

 
16

Real estate—home equity secured for personal purpose

 

 

 
105

 
105

 
53

Total impaired loans with an allowance recorded
$
347

 
$
421

 
$
5

 
$
3,196

 
$
3,196

 
$
322


 
At September 30, 2016
 
At December 31, 2015
(Dollars in thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
Total impaired loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
10,273

 
$
12,401

 
$

 
$
12,881

 
$
15,862

 
$
208

Real estate—commercial real estate
23,014

 
23,860

 

 
30,088

 
30,996

 

Real estate—residential secured for business purpose
4,614

 
5,180

 
5

 
4,892

 
5,012

 
45

Real estate—residential secured for personal purpose
494

 
522

 

 
797

 
806

 
16

Real estate—home equity secured for personal purpose
584

 
585

 

 
275

 
275

 
53

Total impaired loans
$
38,979

 
$
42,548

 
$
5

 
$
48,933

 
$
52,951

 
$
322

Impaired loans include nonaccrual loans, accruing troubled debt restructured loans 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 include other accruing impaired loans of $21.2 million and $30.0 million

27

Table of Contents

at September 30, 2016 and December 31, 2015, respectively. Specific reserves on other accruing impaired loans were $0 thousand and $186 thousand at September 30, 2016 and December 31, 2015, respectively.

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, 2016
 
Three Months Ended September 30, 2015
(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
Loans held for sale
$

 
$

 
$

 
$
4,000

 
$

 
$
56

Loans held for investment:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
12,880

 
62

 
108

 
15,099

 
88

 
185

Real estate—commercial real estate
25,309

 
273

 
58

 
15,430

 
152

 
92

Real estate—construction

 

 

 
607

 

 
6

Real estate—residential secured for business purpose
3,178

 
11

 
34

 
4,394

 
47

 
58

Real estate—residential secured for personal purpose
447

 

 
6

 
782

 

 
10

Real estate—home equity secured for personal purpose
598

 

 
7

 
160

 

 
2

Total
$
42,412

 
$
346

 
$
213

 
$
40,472

 
$
287

 
$
409

*
Includes interest income recognized on a cash basis for nonaccrual loans of $0 thousand and $15 thousand for the three months ended September 30, 2016 and 2015, respectively and interest income recognized on the accrual method for accruing impaired loans of $346 thousand and $272 thousand for the three months ended September 30, 2016 and 2015, respectively.
 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2015
(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
Loans held for sale
$

 
$

 
$

 
$
1,233

 
$

 
$
57

Loans held for investment:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
13,233

 
204

 
281

 
15,691

 
346

 
371

Real estate—commercial real estate
27,346

 
859

 
186

 
23,577

 
778

 
257

Real estate—construction

 

 

 
4,041

 

 
159

Real estate—residential secured for business purpose
3,818

 
47

 
141

 
3,698

 
115

 
112

Real estate—residential secured for personal purpose
485

 
2

 
15

 
706

 

 
34

Real estate—home equity secured for personal purpose
408

 

 
18

 
174

 

 
8

Total
$
45,290

 
$
1,112

 
$
641

 
$
49,120

 
$
1,239

 
$
998

*
Includes interest income recognized on a cash basis for nonaccrual loans of $7 thousand and $37 thousand for the nine months ended September 30, 2016 and 2015, respectively and interest income recognized on the accrual method for accruing impaired loans of $1.1 million and $1.2 million for the nine months ended September 30, 2016 and 2015, respectively.






28

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, 2016
 
Three Months Ended September 30, 2015
(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

 
$

 
$

 
$

 
1

 
$
50

 
$
50

 
$

Total

 
$

 
$

 
$

 
1

 
$
50

 
$
50

 
$

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—residential secured for personal purpose
1

 
$
34

 
$
34

 
$

 

 
$

 
$

 
$

Total
1

 
$
34

 
$
34

 
$

 

 
$

 
$

 
$

 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2015
(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
1

 
$
1,545

 
$
1,545

 
$

 
4

 
$
1,140

 
$
1,140

 
$
71

Real estate—commercial real estate

 

 

 

 
1

 
405

 
405

 

Real estate—residential secured for business purpose
1

 
415

 
415

 

 
1

 
353

 
353

 

Total
2

 
$
1,960

 
$
1,960

 
$

 
6

 
$
1,898

 
$
1,898

 
$
71

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 
$

 
$

 
1

 
$
122

 
$
122

 
$
22

Real estate—residential secured for personal purpose
1

 
34

 
34

 

 

 

 

 

Total
1

 
$
34

 
$
34

 
$

 
1

 
$
122

 
$
122

 
$
22


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. The 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.

29

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, 2016 and 2015.
 
Interest Only Term
Extension
 
Temporary Payment
Reduction
 
Maturity Date
Extension
 
Amortization Period Extension
 
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
Three Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total

 
$

 

 
$

 

 
$

 

 
$

 

 
$

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—residential secured for personal purpose

 

 

 
$

 
1

 
$
34

 

 
$

 
1

 
$
34

Total

 
$

 

 
$

 
1

 
$
34

 

 
$

 
1

 
$
34

Three Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 

 
$

 

 
$

 
1

 
$
50

 
1

 
$
50

Total

 
$

 

 
$

 

 
$

 
1

 
$
50

 
1

 
$
50

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total

 
$

 

 
$

 

 
$

 

 
$

 

 
$

Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 

 
$

 

 
$

 
1

 
$
1,545

 
1

 
$
1,545

Real estate—residential secured for business purpose
1

 
415

 

 

 

 

 

 

 
1

 
415

Total
1

 
$
415

 

 
$

 

 
$

 
1

 
$
1,545

 
2

 
$
1,960

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—residential secured for personal purpose

 
$

 

 
$

 
1

 
$
34

 

 
$

 
1

 
$
34

Total

 
$

 

 
$

 
1

 
$
34

 

 
$

 
1

 
$
34

Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 
1

 
$
143

 
1

 
$
500

 
2

 
$
497

 
4

 
$
1,140

Real estate—commercial real estate

 

 

 

 

 

 
1

 
405

 
1

 
405

Real estate—residential secured for business purpose

 

 
1

 
353

 

 

 

 

 
1

 
353

Total

 
$

 
2

 
$
496

 
1

 
$
500

 
3

 
$
902

 
6

 
$
1,898

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 
1

 
$
122

 

 
$

 

 
$

 
1

 
$
122

Total

 
$

 
1

 
$
122

 

 
$

 

 
$

 
1

 
$
122

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,
 
2016
 
2015
 
2016
 
2015
(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:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total

 
$

 

 
$

 

 
$

 

 
$

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 
2

 
$
219

 

 
$

 
4

 
$
419

Real estate—residential secured for personal purpose
1

 
34

 

 

 
1

 
34

 

 

Total
1

 
$
34

 
2

 
$
219

 
1

 
$
34

 
4

 
$
419



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Table of Contents

The following presents, by class of loans, information regarding consumer mortgages collateralized by residential real estate property that are in the process of foreclosure at September 30, 2016 and December 31, 2015:
(Dollars in thousands)
At September 30, 2016
 
At December 31, 2015
Real estate-residential secured for personal purpose
$

 
$
313

Real estate-home equity secured for personal purpose
180

 
60

Total
$
180

 
$
373

    
The following presents foreclosed residential real estate property included in other real estate owned at September 30, 2016 and December 31, 2015:
(Dollars in thousands)
At September 30, 2016
 
At December 31, 2015
Foreclosed residential real estate *
$
356

 
$


* Includes $88 thousand of foreclosed residential real estate property included in other real estate owned which was acquired from Fox Chase on July 1, 2016.
Note 5. Goodwill and Other Intangible Assets
The Corporation has a covenants not to compete, core deposit and 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 Corporation also has goodwill which is deemed to be an indefinite intangible asset and is not amortized.
Changes in the carrying amount of the Corporation's goodwill by business segment for the nine months ended September 30, 2016 were as follows:
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Consolidated
Balance at December 31, 2015
$
78,574

 
$
15,434

 
$
18,649

 
$
112,657

Addition to goodwill from acquisitions
59,438

 

 

 
59,438

Balance at September 30, 2016
$
138,012

 
$
15,434

 
$
18,649

 
$
172,095

The following table reflects the components of intangible assets at the dates indicated:
 
At September 30, 2016
 
At December 31, 2015
(Dollars in thousands)
Gross Carrying Amount
 
Accumulated Amortization and Fair Value Adjustments
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated Amortization and Fair Value Adjustments
 
Net Carrying Amount
Amortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Covenants not to compete
$
710

 
$
103

 
$
607

 
$

 
$

 
$

Core deposit intangibles
6,788

 
702

 
6,086

 
1,520

 
276

 
1,244

Customer related intangibles
12,381

 
8,113

 
4,268

 
14,227

 
8,728

 
5,499

Mortgage servicing rights
13,748

 
7,581

 
6,167

 
12,233

 
6,356

 
5,877

Total amortized intangible assets
$
33,627

 
$
16,499

 
$
17,128

 
$
27,980

 
$
15,360

 
$
12,620

The estimated aggregate amortization expense for covenants not to compete and core deposit and customer related intangibles for the remainder of 2016 and the succeeding fiscal years is as follows:
Year
(Dollars in thousands)
Amount
Remainder of 2016
 
$
796

2017
 
2,829

2018
 
2,114

2019
 
1,565

2020
 
1,200

Thereafter
 
2,457


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Table of Contents

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 $7.4 million and $8.0 million at September 30, 2016 and December 31, 2015, respectively. The fair value of mortgage servicing rights was determined using a discount rate of 10.0% at September 30, 2016, and December 31, 2015.
Changes in the mortgage servicing rights balance are summarized as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(Dollars in thousands)
2016
 
2015
 
2016
 
2015
Beginning of period
$
5,896

 
$
5,696

 
$
5,877

 
$
5,509

Servicing rights capitalized
652

 
365

 
1,429

 
1,246

Acquired servicing rights
87

 

 
87

 

Amortization of servicing rights
(468
)
 
(289
)
 
(1,226
)
 
(983
)
Changes in valuation allowance

 

 

 

End of period
$
6,167

 
$
5,772

 
$
6,167

 
$
5,772

Mortgage loans serviced for others
$
933,470

 
$
848,160

 
$
933,470

 
$
848,160

There was no activity in the valuation allowance for the three and nine months ended September 30, 2016 and September 30, 2015.

The estimated amortization expense of mortgage servicing rights for the remainder of 2016 and the succeeding fiscal years is as follows:
Year
(Dollars in thousands)
Amount
Remainder of 2016
 
$
281

2017
 
1,074

2018
 
898

2019
 
740

2020
 
607

Thereafter
 
2,567

Note 6. Income Taxes
At September 30, 2016 and December 31, 2015, 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, 2016, the Corporation’s tax years 2013 through 2015 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 to certain former executives, a portion of which is in excess of limits imposed on qualified plans by federal tax law; these plans are non-qualified benefit plans. These non-qualified benefit plans are not offered to new participants; all current participants are now retired. 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; all current participants are now retired.


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Table of Contents

Components of net periodic benefit cost (income) were as follows: 
 
Three Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
(Dollars in thousands)
Retirement Plans
 
Other Post Retirement
Benefits
Service cost
$
160

 
$
193

 
$
11

 
$
15

Interest cost
516

 
488

 
23

 
28

Expected return on plan assets
(731
)
 
(756
)
 

 

Amortization of net actuarial loss
313

 
328

 
17

 
13

Accretion of prior service cost
(71
)
 
(70
)
 

 

Net periodic benefit cost
$
187

 
$
183

 
$
51

 
$
56

 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
(Dollars in thousands)
Retirement Plans
 
Other Post Retirement
Benefits
Service cost
$
501

 
$
579

 
$
34

 
$
44

Interest cost
1,553

 
1,463

 
89

 
83

Expected return on plan assets
(2,238
)
 
(2,268
)
 

 

Amortization of net actuarial loss
958

 
982

 
30

 
40

Accretion of prior service cost
(212
)
 
(210
)
 

 

Net periodic benefit cost
$
562

 
$
546

 
$
153

 
$
167

The Corporation contributed $2.0 million to its qualified retirement plan during the nine months ended September 30, 2016. The Corporation previously disclosed in its financial statements for the year ended December 31, 2015, that it expected to make contributions of $160 thousand to its non-qualified retirement plans and $117 thousand to its other postretirement benefit plans in 2016. During the nine months ended September 30, 2016, the Corporation contributed $120 thousand to its non-qualified retirement plans and $61 thousand to its other postretirement plans. During the nine months ended September 30, 2016, $1.9 million was paid to participants from the retirement plans and $61 thousand was paid to participants from the other postretirement plans.
Note 8. Borrowings
Short-term borrowings
Short-term borrowings consist of overnight borrowings and term borrowings with a remaining maturity of less than one year. Short-term borrowings are obtained from the Federal Home Loan Bank (FHLB) and correspondent banks. At September 30, 2016, short-term borrowings consisted of federal funds purchased of $125.0 million, borrowings with the FHLB of $64.0 million and customer repurchase agreements of $22.3 million. At December 31, 2015, short-term borrowings consisted of customer repurchase agreements of $24.2 million.
Long-term debt
At September 30, 2016, the Corporation had long-term debt with the FHLB of $61.5 million. These borrowings have contractual maturity dates in 2017 and 2018 and fixed interest rates with a weighted average interest rate of 0.87% at September 30, 2016. FHLB borrowings totaling $51.5 million have a "Call Date" if the borrowing is called, the Corporation has the option to either pay off the borrowing without penalty or the fixed rate borrowing resets to a variable three-month LIBOR based rate. Subsequent to the call date, the borrowings are callable by the FHLB quarterly. Accordingly, the contractual maturities may differ from actual maturities.
At September 30, 2016, the Corporation had long-term debt under security repurchase agreements of $31.4 million. These borrowings have contractual maturity dates ranging from 2018 to 2020 with a weighted average interest rate of 0.81% at September 30, 2016. These borrowings are primarily variable based on the one-month LIBOR rate plus a spread; one borrowing for $5.3 million has a fixed interest rate and may be called by the lender based on the underlying agreement.
The short-term borrowings and long-term debt balances and weighted average interest rates include purchase accounting fair value adjustments, net of related amortization from the Fox Chase acquisition.


33

Table of Contents

Subordinated Debt
At September 30, 2016 and December 31, 2015, the Corporation had $94.0 million and $49.4 million, respectively, of long-term subordinated notes. On July 1, 2016, the Corporation completed the issuance of $45.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes (the "2016 Notes") due 2026 in a private placement transaction to institutional accredited investors.
The net proceeds of the offering, which approximated $44.5 million, will be used for general corporate purposes and to support both organic growth as well as potential acquisitions should such opportunities arise. The subordinated notes qualify as Tier 2 capital for regulatory capital purposes, subject to applicable limitations.
The 2016 Notes bear interest at an annual fixed rate of 5.00% from the date of issuance until June 30, 2021, or any early redemption date, with the first interest payment on the 2016 Notes occurring on December 30, 2016 and semi-annually thereafter each June 30 and December 30, to but excluding June 30, 2021. From and including June 30, 2021 to but excluding the maturity date of June 30, 2026 (or any early redemption date), the 2016 Notes will bear interest at an annual rate equal to three-month LIBOR rate plus 3.90%, payable quarterly in arrears on each March 30, June 30, September 30 and December 30. Beginning with the interest payment date of June 30, 2021, the Corporation has the option on each interest payment date, subject to approval of the Federal Reserve Board, to redeem the 2016 Notes in whole or in part at a redemption price equal to 100% of the principal amount of the redeemed 2016 Notes, plus accrued and unpaid interest to the date of the redemption. The Corporation may also redeem the 2016 Notes, in whole but not in part, at any time upon the occurrence of certain tax, regulatory capital and Investment Company Act of 1940 Act events, subject in each case to the approval of the Federal Reserve.
On April 25, 2016, Kroll Bond Rating Agency ("KBRA") affirmed its credit rating for the Corporation and the Bank with a stable outlook. Specifically, KBRA affirmed the Corporation's senior unsecured debt rating of BBB+, subordinated debt rating of BBB and short-term rating of K2. With regard to the Bank, KBRA affirmed the Bank's deposit rating of A-, short-term debt rating of K2 and short-term deposit rating of K2 while also assigning the Bank a senior unsecured debt rating of A-.
Note 9. Earnings per Share
The Corporation uses the two-class method to calculate earnings per share as the unvested restricted stock issued under the Corporation's equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period.
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)
2016
 
2015
 
2016
 
2015
Numerator:
 
 
 
 
 
 
 
Net income
$
58

 
$
7,528

 
$
12,587

 
$
20,110

Net income allocated to unvested restricted stock

 
(57
)
 
(102
)
 
(150
)
Net income allocated to common shares
$
58

 
$
7,471

 
$
12,485

 
$
19,960

Denominator:
 
 
 
 
 
 
 
Denominator for basic earnings per share—weighted-average shares outstanding
26,274

 
19,337

 
21,720

 
19,537

Effect of dilutive securities—employee stock options
67

 
31

 
41

 
28

Denominator for diluted earnings per share—adjusted weighted-average shares outstanding
26,341

 
19,368

 
21,761

 
19,565

Basic earnings per share
$

 
$
0.39

 
$
0.58

 
$
1.02

Diluted earnings per share
$

 
$
0.39

 
$
0.57

 
$
1.02

Average anti-dilutive options and awards excluded from computation of diluted earnings per share
279

 
565

 
612

 
550




34

Table of Contents

Note 10. 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
Derivatives Used for Cash Flow Hedges
 
Net Change
Related to
Defined Benefit
Pension Plans
 
Accumulated
Other
Comprehensive
(Loss) Income
Balance, December 31, 2015
$
(592
)
 
$
(285
)
 
$
(15,831
)
 
$
(16,708
)
Net Change
2,381

 
(382
)
 
505

 
2,504

Balance, September 30, 2016
$
1,789

 
$
(667
)
 
$
(15,326
)
 
$
(14,204
)
Balance, December 31, 2014
$
1,711

 
$
(157
)
 
$
(16,016
)
 
$
(14,462
)
Net Change
(756
)
 
(288
)
 
527

 
(517
)
Balance, September 30, 2015
$
955

 
$
(445
)
 
$
(15,489
)
 
$
(14,979
)

Note 11. Derivative Instruments and Hedging Activities
Interest Rate Swaps
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.
On October 24, 2014, the Corporation entered into an amortizing interest rate swap classified as a cash flow hedge with a notional amount of $20.0 million to hedge a portion of the debt financing of a pool of 10-year maturity fixed rate loans with balances totaling $29.1 million, at time of the hedge, that were originated in 2013. A brokered money market demand account with a balance exceeding the amortizing interest rate swap balance is being used for the cash flow hedge. Under the terms of the swap agreement, the Corporation pays a fixed rate of 2.10% and receives a floating rate based on the one-month LIBOR . The swap matures in November 2022. The Corporation performed an assessment of the hedge for effectiveness at the inception of the hedge and on a recurring basis to determine that the derivative has been and is expected to continue to be highly effective in offsetting changes in cash flows of the hedged item. The Corporation expects that there will be no ineffectiveness over the life of the interest rate swap, and therefore anticipates no portion of the net loss in accumulated other comprehensive loss will be reclassified into interest expense. To the extent there is ineffectiveness, the Corporation would record the ineffectiveness in interest expense. At September 30, 2016, approximately $252 thousand in net deferred losses, net of tax, recorded in accumulated other comprehensive loss are expected to be reclassified into earnings during the next twelve months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to September 30, 2016. At September 30, 2016, the notional amount of the interest rate swap was $18.7 million, with a negative fair value of $1.0 million. The Corporation has pledged cash of $1.3 million to the counterparty as collateral for the negative fair value.
The Corporation (through the acquisition of Fox Chase) has an interest rate swap classified as a fair value hedge with a current notional amount of $1.4 million to hedge a 10-year fixed rate loan that is earning interest at 5.83%. The Corporation pays a fixed rate of 5.83% and receives a floating rate based on the one-month LIBOR plus 350 basis points. The swap matures in October 2021. The difference between changes in the fair values of the interest rate swap agreement and the hedged loan represents hedge ineffectiveness and is recorded in other noninterest income in the consolidated statements of operations.
The Corporation (through the acquisition of Fox Chase) has an interest rate swap with a current notional amount of $646 thousand, for a 15-year fixed rate loan that is earning interest at 7.43%. The Corporation pays a fixed rate of 7.43% and receives a floating rate based on the one-month LIBOR plus 224 basis points. The swap matures in April 2022. The interest rate swap is carried at fair value in accordance with FASB ASC 815 "Derivatives and Hedging." The loan is carried at fair value under the fair value option as permitted by FASB ASC 825 "Financial Instruments."
Credit Derivatives

35

Table of Contents

The Corporation has agreements with third-party financial institutions whereby the third-party financial institution enters into interest rate derivative contracts and foreign currency swap contracts with loan customers referred to them by the Corporation. By the terms of the agreements, the third-party financial institution has recourse to the Corporation for any exposure created under each swap contract in the event the customer defaults on the swap agreement and the agreement is in a paying position to the third-party financial institution. These transactions represent credit derivatives and are a customary arrangement that allows the Corporation to provide access to interest rate and foreign currency swap transactions for customers without creating the swap. The Corporation records the fair value of credit derivatives in other liabilities on the consolidated balance sheets. The Corporation recognizes changes in the fair value of credit derivatives, net of any fees received, in other noninterest income in the consolidated statements of income.
At September 30, 2016, the Corporation (primarily through the acquisition of Fox Chase) has five variable-rate to fixed-rate interest rate swap transactions between the third-party financial institution and customers with a current notional amount of $16.5 million, and remaining maturities ranging from three to 10 years. At September 30, 2016, the fair value of the swaps to the customers was a liability of $431 thousand and all swaps were in paying positions to the third-party financial institution.
At September 30, 2016, there were no material foreign currency swap transactions between the third-party institution and loan customers.
The maximum potential payments by the Corporation to the third-party financial institution under these credit derivatives are not estimable as they are contingent on future interest rates and exchange rates, and the agreement does not provide for a limitation of the maximum potential payment amount.
Mortgage Banking Derivatives
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.
Derivatives Tables
The following table presents the notional amounts and fair values of derivatives designated as hedging instruments recorded on the consolidated balance sheets at September 30, 2016 and December 31, 2015. The Corporation pledges cash or securities to cover the negative fair value of derivative instruments. Cash collateral associated with derivative instruments are not added to or netted against the fair value amounts.
 
 
 
Derivative Assets
 
Derivative Liabilities
(Dollars in thousands)
Notional
Amount
 
Balance Sheet
Classification
 
Fair
Value
 
Balance Sheet
Classification
 
Fair
Value
At September 30, 2016
 
 
 
 
 
 
 
 
 
Interest rate swap - cash flow hedge
$
18,745

 
 
 
$

 
Other Liabilities
 
$
1,026

Interest rate swap - fair value hedge
1,437

 
 
 

 
Other Liabilities
 
90

Total
$
20,182

 
 
 
$

 
 
 
$
1,116

At December 31, 2015
 
 
 
 
 
 
 
 
 
Interest rate swap - cash flow hedge
$
19,269

 
 
 
$

 
Other Liabilities
 
$
438

Total
$
19,269

 
 
 
$

 
 
 
$
438


36

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, 2016 and December 31, 2015:
 
 
 
Derivative Assets
 
Derivative Liabilities
(Dollars in thousands)
Notional
Amount
 
Balance Sheet
Classification
 
Fair
Value
 
Balance Sheet
Classification
 
Fair
Value
At September 30, 2016
 
 
 
 
 
 
 
 
 
Interest rate swap
$
646

 
 
 
$

 
Other Liabilities
 
$
84

Credit derivatives
16,519

 
 
 

 
Other Liabilities
 
16

Interest rate locks with customers
57,665

 
Other Assets
 
2,175

 
 
 

Forward loan sale commitments
61,609

 
 
 

 
Other Liabilities
 
71

Total
$
136,439

 
 
 
$
2,175

 
 
 
$
171

At December 31, 2015
 
 
 
 
 
 
 
 
 
Interest rate locks with customers
$
34,450

 
Other Assets
 
$
1,089

 
 
 
$

Forward loan sale commitments
39,545

 
 
 

 
Other Liabilities
 
102

Total
$
73,995

 
 
 
$
1,089

 
 
 
$
102


For the three and nine months ended September 30, 2016 and 2015, 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)
2016
 
2015
 
2016
 
2015
Interest rate swap—cash flow hedge—net interest payments
Interest expense
 
$
76

 
$
95

 
$
237

 
$
286

Interest rate swap—fair value hedge—ineffectiveness
Other noninterest income
 

 

 

 

Net loss
 
 
$
(76
)
 
$
(95
)
 
$
(237
)
 
$
(286
)

For the three and nine months ended September 30, 2016 and 2015, 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)
2016
 
2015
 
2016
 
2015
Credit derivatives
Other noninterest income
 
$
21

 
$

 
$
21

 
$

Interest rate locks with customers
Net gain (loss) on mortgage banking activities
 
(257
)
 
339

 
1,086

 
476

Forward loan sale commitments
Net gain (loss) on mortgage banking activities
 
439

 
(321
)
 
31

 
(72
)
Total
 
 
$
203

 
$
18

 
$
1,138

 
$
404


At September 30, 2016 and December 31, 2015, the amounts included in accumulated other comprehensive (loss) income for derivatives designated as hedging instruments are shown in the table below:
(Dollars in thousands)
Accumulated Other
Comprehensive (Loss) Income
 
At September 30, 2016
 
At December 31, 2015
Interest rate swap—cash flow hedge
Fair value, net of taxes
 
$
(667
)
 
$
(285
)
Total
 
 
$
(667
)
 
$
(285
)


Note 12. 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 financial instruments based on the fair value hierarchy. The Corporation maximizes the use of observable inputs and minimizes the use of unobservable inputs

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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 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 end of each trading day. 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 not have 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 a quarterly basis, the Corporation has its security portfolio priced by a second pricing service to determine consistency with another market evaluator. If, upon the Corporation’s review or in comparing with another service, a material difference between pricing evaluations were to exist, the Corporation may submit an inquiry to the current pricing service regarding the data used to determine the valuation of a particular security. If the Corporation determines there is market information that would support a different valuation than from the current pricing service’s evaluation, the Corporation may utilize and change the security's valuation. There were no material differences in valuations noted at September 30, 2016.
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. Interest rate swaps and mortgage banking derivative financial instruments are classified within Level 2 of the valuation hierarchy. Credit derivatives are valued based on credit worthiness of the underlying borrower which is a significant unobservable input and therefore classified in Level 3 of the valuation hierarchy.

38

Table of Contents

Two commercial loans, associated with interest rate swaps are classified in Level 3 of the valuation hierarchy since lending credit risk is not an observable input for these loans. The unrealized gain on the two loans was $160 thousand at September 30, 2016.

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 of estimated future contingent payments based on projected revenue of the acquired business affecting the contingent consideration liability will be recorded through noninterest expense. Changes in the original assumptions utilized at the time the acquisition closes and identified during the measurement period are recorded in accordance with ASC Topic 805 as an adjustment to goodwill. 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 remaining cash payment that could result from the contingent consideration arrangement range from $0 to a maximum of $2.6 million based on the results for the twelve-month period June 30 2017. Due to updates to the original assumptions utilized for determining the contingent consideration liability for the Sterner acquisition completed on July 1, 2014, the Corporation recorded a purchase accounting adjustment, in accordance with ASC Topic 805, in the first quarter of 2015 which resulted in an increase to the contingent consideration liability and an increase to goodwill of $1.5 million.
For the Girard Partners acquisition, the potential remaining three cash payments that could result from the contingent consideration arrangement range from $0 to a maximum of $12.9 million cumulative based on the results for the three-year periods ended December 31, 2016, 2017, and 2018, respectively. The Corporation recorded a reduction to the contingent liability during the fourth quarter of 2015 which resulted in a reduction of noninterest expense of $550 thousand. The adjustment reflected that projected revenue levels for earn-out payments in the second through fifth years post-acquisition are anticipated to be lower than originally projected.
The following table presents the assets and liabilities measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015, classified using the fair value hierarchy:
 
At September 30, 2016
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets/
Liabilities at
Fair Value
Assets:
 
Available-for-sale securities:
 
 
 
 
 
 
 
U.S. government corporations and agencies
$

 
$
37,514

 
$

 
$
37,514

State and political subdivisions

 
92,472

 

 
92,472

Residential mortgage-backed securities

 
200,448

 

 
200,448

Collateralized mortgage obligations

 
5,016

 

 
5,016

Corporate bonds

 
111,447

 

 
111,447

Money market mutual funds
12,661

 

 

 
12,661

Equity securities
811

 

 

 
811

Total available-for-sale securities
13,472

 
446,897

 

 
460,369

Loans*




2,234


2,234

Interest rate locks with customers*

 
2,175

 

 
2,175

Total assets
$
13,472

 
$
449,072

 
$
2,234

 
$
464,778

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liability
$

 
$

 
$
3,911

 
$
3,911

Interest rate swaps*

 
1,200

 

 
1,200

Credit derivatives*

 

 
16

 
16

Forward loan sale commitments*

 
71

 

 
71

Total liabilities
$

 
$
1,271

 
$
3,927

 
$
5,198


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Table of Contents

 
At December 31, 2015
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets/
Liabilities at
Fair Value
Assets:
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
U.S. treasuries
$
4,887

 
$

 
$

 
$
4,887

U.S. government corporations and agencies

 
102,156

 

 
102,156

State and political subdivisions

 
102,032

 

 
102,032

Residential mortgage-backed securities

 
13,354

 

 
13,354

Collateralized mortgage obligations

 
3,133

 

 
3,133

Corporate bonds

 
86,675

 

 
86,675

Money market mutual funds
16,726

 

 

 
16,726

Equity securities
807

 

 

 
807

Total available-for-sale securities
22,420

 
307,350

 

 
329,770

Interest rate locks with customers*

 
1,089

 

 
1,089

Total assets
$
22,420

 
$
308,439

 
$

 
$
330,859

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liability
$

 
$

 
$
5,577

 
$
5,577

Interest rate swaps*

 
438

 

 
438

Forward loan sale commitments*

 
102

 

 
102

Total liabilities
$

 
$
540

 
$
5,577

 
$
6,117

* Such financial instruments are recorded at fair value as further described in Note 11 - Derivative Instruments.
The following table includes a rollfoward of loans and credit derivatives for which the Corporation utilized Level 3 inputs to determine fair value on a recurring basis for the nine months ended September 30, 2016. These loans and credit derivatives were acquired from Fox Chase on July 1, 2016.
 
Nine Months Ended September 30, 2016
(Dollars in thousands)
Balance at
December 31,
2015
 
Purchases/additions
 
Sales
 
Payments received
 
Premium amortization, net
 
(Decrease) increase in value
 
Balance at September 30, 2016
Loans
$

 
$
2,313

 
$

 
$
(32
)
 
$

 
$
(47
)
 
$
2,234

Credit derivatives

 
(20
)
 

 

 

 
4

 
(16
)
Net total
$

 
$
2,293

 
$

 
$
(32
)
 
$

 
$
(43
)
 
$
2,218

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, 2016 and 2015:
 
Nine Months Ended September 30, 2016
(Dollars in thousands)
Balance at
December 31,
2015
 
Contingent
Consideration
from New
Acquisition
 
Payment of
Contingent
Consideration
 
Adjustment
of Contingent
Consideration
 
Balance at September 30, 2016
Sterner Insurance Associates
$
1,144

 
$

 
$
1,325

 
$
501

 
$
320

Girard Partners
4,241

 

 
934

 
284

 
3,591

John T. Fretz Insurance Agency
192

 

 
260

 
68

 

Total contingent consideration liability
$
5,577

 
$

 
$
2,519

 
$
853

 
$
3,911


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Table of Contents

 
Nine Months Ended September 30, 2015
(Dollars in thousands)
Balance at
December 31,
2014
 
Contingent
Consideration
from New
Acquisition*
 
Payment of
Contingent
Consideration
 
Adjustment
of Contingent
Consideration
 
Balance at September 30, 2015
Sterner Insurance Associates
$
680

 
$
1,525

 
$
1,751

 
$
535

 
$
989

Girard Partners
5,503

 
$

 
$
620

 
$
(102
)
 
4,781

John T. Fretz Insurance Agency
358

 

 
260

 
88

 
186

Total contingent consideration liability
$
6,541

 
$
1,525

 
$
2,631

 
$
521

 
$
5,956

*Includes adjustments during the measurement period in accordance with ASC Topic 805.
The Corporation may be required to periodically 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, 2016 and December 31, 2015:
 
At September 30, 2016
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets/Liabilities at
Fair Value
Impaired loans held for investment
$

 
$

 
$
38,974

 
$
38,974

Total
$

 
$

 
$
38,974

 
$
38,974

 
At December 31, 2015
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets/Liabilities at
Fair Value
Impaired loans held for investment
$

 
$

 
$
48,611

 
$
48,611

Total
$

 
$

 
$
48,611

 
$
48,611


    


























41

Table of Contents

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, 2016 and December 31, 2015. The disclosed fair values are classified using the fair value hierarchy.
 
At September 30, 2016
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Fair
Value
 
Carrying
Amount
Assets:
 
 
 
 
 
 
 
 
 
Cash and short-term interest-earning assets
$
56,653

 
$

 
$

 
$
56,653

 
$
56,653

Held-to-maturity securities

 
23,851

 

 
23,851

 
23,844

Federal Home Loan Bank, Federal Reserve Bank and other stock
NA

 
NA

 
NA

 
NA

 
17,236

Loans held for sale

 
3,865

 

 
3,865

 
3,844

Net loans and leases held for investment

 

 
3,101,916

 
3,101,916

 
3,132,504

Mortgage servicing rights

 

 
7,409

 
7,409

 
6,167

Other real estate owned

 
6,041

 

 
6,041

 
6,041

Total assets
$
56,653

 
$
33,757

 
$
3,109,325

 
$
3,199,735

 
$
3,246,289

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand and savings deposits, non-maturity
$
2,527,277

 
$

 
$

 
$
2,527,277

 
$
2,527,277

Time deposits

 
653,887

 

 
653,887

 
651,232

Total deposits
2,527,277

 
653,887

 

 
3,181,164

 
3,178,509

Short-term borrowings

 
211,105

 

 
211,105

 
211,379

Long-term debt



92,518





92,518


92,935

Subordinated notes

 
95,488

 

 
95,488

 
94,027

Total liabilities
$
2,527,277

 
$
1,052,998

 
$

 
$
3,580,275

 
$
3,576,850

Off-Balance-Sheet:
 
 
 
 
 
 
 
 
 
Commitments to extend credit
$

 
$
(2,147
)
 
$

 
$
(2,147
)
 
$


42

Table of Contents

 
At December 31, 2015
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Fair
Value
 
Carrying
Amount
Assets:
 
 
 
 
 
 
 
 
 
Cash and short-term interest-earning assets
$
60,799

 
$

 
$

 
$
60,799

 
$
60,799

Held-to-maturity securities

 
41,061

 

 
41,061

 
40,990

Federal Home Loan Bank, Federal Reserve Bank and other stock
NA

 
NA

 
NA

 
NA

 
8,880

Loans held for sale

 
4,708

 

 
4,708

 
4,680

Net loans and leases held for investment

 

 
2,099,082

 
2,099,082

 
2,112,774

Mortgage servicing rights

 

 
8,047

 
8,047

 
5,877

Other real estate owned

 
1,276

 

 
1,276

 
1,276

Total assets
$
60,799

 
$
47,045

 
$
2,107,129

 
$
2,214,973

 
$
2,235,276

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand and savings deposits, non-maturity
$
1,939,954

 
$

 
$

 
$
1,939,954

 
$
1,939,954

Time deposits

 
455,527

 

 
455,527

 
454,406

Total deposits
1,939,954

 
455,527

 

 
2,395,481

 
2,394,360

Short-term borrowings

 
22,302

 

 
22,302

 
24,211

Subordinated notes
$

 
$
50,375

 
$

 
$
50,375

 
$
49,377

Total liabilities
$
1,939,954

 
$
528,204

 
$

 
$
2,468,158

 
$
2,467,948

Off-Balance-Sheet:
 
 
 
 
 
 
 
 
 
Commitments to extend credit
$

 
$
(1,788
)
 
$

 
$
(1,788
)
 
$


The following valuation methods and assumptions were used by the Corporation in estimating the 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:
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, federal funds sold 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.
Federal Home Loan Bank, Federal Reserve Bank and other stock: It is not practical to determine the fair values of Federal Home Loan Bank, Federal Reserve Bank and other stock, due to restrictions placed on their transferability.
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, 2016 and December 31, 2015.
Loans and leases held for investment: The fair values for loans and leases held for investment 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

43

Table of Contents

is based on appraisals performed by qualified licensed appraisers hired by the Corporation. At September 30, 2016, impaired loans held for investment had a carrying amount of $39.0 million with a valuation allowance of $5 thousand. At December 31, 2015, impaired loans held for investment had a carrying amount of $48.9 million with a valuation allowance of $322 thousand.
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 are classified within Level 3 of the valuation hierarchy. 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, 2016 and December 31, 2015, mortgage servicing rights had a carrying amount of $6.2 million and $5.9 million, respectively, with no valuation allowance.
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, 2016, 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 (OREO) is originally estimated based upon the appraised value less estimated costs to sell. The fair value less cost to sell becomes the "original cost" of the OREO asset. Subsequently, OREO is reported as the lower of the original cost and the current the fair value less cost to sell. Capital improvement expenses associated with the construction or repair of the property are capitalized as part of the cost of the OREO asset; however, the capitalized expenses may not increase the OREO asset's recorded value to an amount greater than the asset's fair value after improvements and less cost 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 short-term borrowings are estimated using current market rates for similar borrowings and are classified within Level 2 in the fair value hierarchy.
Long-term debt: The fair value of long-term debt is estimated by using discounted cash flow analysis, based on current market rates for debt with similar terms and remaining maturities. Long-term debt is classified within Level 2 in the fair value hierarchy.
Subordinated notes: The fair value of the subordinated notes are estimated by discounting the principal balance using the treasury yield curve for the term to the call date as the Corporation has the option to call the subordinated notes. The subordinated notes 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.
Note 13. Segment Reporting
At September 30, 2016, the Corporation has three reportable business segments: Banking, Wealth Management and Insurance. The Corporation determines the segments based primarily upon product and service offerings, through the types of income generated and the regulatory environment. This is strategically how the Corporation operates and has positioned itself in the marketplace. Accordingly, significant operating decisions are based upon analysis of each of these segments. At September 30, 2016, these segments meet the quantitative thresholds for separate disclosure as a business segment. Non-reportable segments include the parent holding company and intercompany eliminations, and are included in the "Other" segment.
The Corporation's Banking segment consists of commercial and consumer banking. The Wealth Management segment consists of investment advisory services, retirement plan services, trust, municipal pension services and broker/dealer services. The Insurance segment consists of commercial lines, personal lines, benefits and human resources consulting.
Each segment generates revenue from a variety of products and services it provides. Examples of products and services provided for each reportable segment are indicated below.

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Table of Contents

Ÿ
The Banking segment provides financial services to consumers, businesses and governmental units. These services include a full range of banking services such as deposit taking, loan origination and servicing, mortgage banking, other general banking services and equipment lease financing.
Ÿ
The Wealth Management segment offers trust and investment advisory services, guardian and custodian of employee benefits and other trust and brokerage services, as well as a registered investment advisory managing private investment accounts for both individuals and institutions.
Ÿ
The Insurance segment includes a full-service insurance brokerage agency offering commercial property and casualty insurance, group life and health coverage, employee benefit solutions, personal insurance lines and human resources consulting.
The accounting policies, used in the disclosure of the operating segments, are the same as those described in Note 1, “Summary of Significant Accounting Policies".
The following table provides total assets by reportable operating segment as of the dates indicated.
(Dollars in thousands)
At September 30, 2016
 
At December 31, 2015
 
At September 30, 2015
Banking
$
4,045,419

 
$
2,797,746

 
$
2,773,279

Wealth Management
32,721

 
33,950

 
32,793

Insurance
23,830

 
24,436

 
23,825

Other
38,474

 
23,319

 
21,671

Consolidated assets
$
4,140,444

 
$
2,879,451

 
$
2,851,568


The following tables provide reportable segment-specific information and reconciliations to consolidated financial information for the three and nine months ended September 30, 2016 and 2015.
 
Three Months Ended
 
September 30, 2016
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Other
 
Consolidated
Interest income
$
36,697

 
$
1

 
$

 
$
7

 
$
36,705

Interest expense
3,836

 

 

 

 
3,836

Net interest income
32,861

 
1

 

 
7

 
32,869

Provision for loan and lease losses
1,415

 

 

 

 
1,415

Noninterest income
5,802

 
4,902

 
3,396

 
37

 
14,137

Intangible expenses
455

 
231

 
220

 

 
906

Acquisition-related and integration costs and restructuring charges
14,156

 

 

 
(92
)
 
14,064

Other noninterest expense
23,528

 
3,437

 
2,906

 
2,225

 
32,096

Intersegment (revenue) expense*
(292
)
 
133

 
159

 

 

(Expense) income before income taxes
(599
)
 
1,102

 
111

 
(2,089
)
 
(1,475
)
Income tax (benefit) expense
(1,375
)
 
413

 
61

 
(632
)
 
(1,533
)
Net income (loss)
$
776

 
$
689

 
$
50

 
$
(1,457
)
 
$
58

Capital expenditures
$
2,814

 
$
5

 
$
9

 
$
672

 
$
3,500


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Table of Contents

 
Three Months Ended
 
September 30, 2015
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Other
 
Consolidated
Interest income
$
25,695

 
$

 
$

 
$
9

 
$
25,704

Interest expense
2,220

 

 

 

 
2,220

Net interest income
23,475

 

 

 
9

 
23,484

Provision for loan and lease losses
670

 

 

 

 
670

Noninterest income
4,813

 
4,628

 
3,345

 
(50
)
 
12,736

Intangible expenses
73

 
240

 
397

 

 
710

Acquisition-related and integration costs and restructuring charges

 

 

 

 

Other noninterest expense
18,335

 
3,170

 
2,712

 
316

 
24,533

Intersegment (revenue) expense*
(554
)
 
259

 
295

 

 

Income (expense) before income taxes
9,764

 
959

 
(59
)
 
(357
)
 
10,307

Income tax expense (benefit)
2,495

 
368

 
(44
)
 
(40
)
 
2,779

Net income (loss)
$
7,269

 
$
591

 
$
(15
)
 
$
(317
)
 
$
7,528

Capital expenditures
$
3,502

 
$
1

 
$
6

 
$
138

 
$
3,647

 
Nine Months Ended
 
September 30, 2016
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Other
 
Consolidated
Interest income
$
88,526

 
$
4

 
$

 
$
21

 
$
88,551

Interest expense
8,210

 

 

 
288

 
8,498

Net interest income
80,316

 
4

 

 
(267
)
 
80,053

Provision for loan and lease losses
2,571

 

 

 

 
2,571

Noninterest income
15,842

 
14,286

 
11,736

 
105

 
41,969

Intangible expenses
588

 
838

 
1,246

 

 
2,672

Acquisition-related and integration costs and restructuring charges
14,204

 

 

 
1,265

 
15,469

Other noninterest expense
61,955

 
9,742

 
8,962

 
4,751

 
85,410

Intersegment (revenue) expense*
(1,282
)
 
563

 
719

 

 

Income (expense) before income taxes
18,122

 
3,147

 
809

 
(6,178
)
 
15,900

Income tax expense (benefit)
3,273

 
1,191

 
357

 
(1,508
)
 
3,313

Net income (loss)
$
14,849

 
$
1,956

 
$
452

 
$
(4,670
)
 
$
12,587

Capital expenditures
$
6,134

 
$
29

 
$
30

 
$
1,501

 
$
7,694

 
Nine Months Ended
 
September 30, 2015
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Other
 
Consolidated
Interest income
$
76,211

 
$

 
$

 
$
25

 
$
76,236

Interest expense
5,787

 

 

 

 
5,787

Net interest income
70,424

 

 

 
25

 
70,449

Provision for loan and lease losses
2,885

 

 

 

 
2,885

Noninterest income
13,840

 
14,216

 
11,138

 
43

 
39,237

Intangible expenses
220

 
719

 
1,450

 

 
2,389

Acquisition-related and integration costs and restructuring charges
1,986

 

 

 
1,647

 
3,633

Other noninterest expense
57,389

 
9,184

 
8,064

 
(1,173
)
 
73,464

Intersegment (revenue) expense*
(1,583
)
 
676

 
907

 

 

Income (expense) before income taxes
23,367

 
3,637

 
717

 
(406
)
 
27,315

Income tax expense
5,471

 
1,405

 
282

 
47

 
7,205

Net income (loss)
$
17,896

 
$
2,232

 
$
435

 
$
(453
)
 
$
20,110

Capital expenditures
$
6,020

 
$
9

 
$
53

 
$
216

 
$
6,298

*Includes an allocation of general and administrative expenses from both the parent holding company and the Bank. Generally speaking, these expenses are allocated based upon number of employees and square footage utilized.


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Note 14. Restructuring Charges
During the first quarter of 2015, the Corporation finalized a new financial center model, which is smaller in size, combines enhanced technology with personal service and provides consultive services and solutions delivered by personal bankers. These efforts led to the development of a comprehensive financial center optimization plan approved in April 2015 which includes opening new financial centers in growth markets while closing financial centers which operate in close proximity to other centers. As the Corporation announced in April 2015, six financial centers were closed in September 2015 that operated in close proximity to other centers. As a result, the Corporation recorded $1.6 million in restructuring charges during the second quarter of 2015 and related to the Banking business segment. The Corporation negotiated more favorable lease termination agreements on two of the properties during 2016 resulting in a reversal in the accrual of $152 thousand.
During the third quarter of 2016 the Corporation closed one financial center resulting in accruing a loss of $67 thousand; as a result of the Fox Chase acquisition and in an effort to optimize market visibility, financial centers which operate in close proximity to other centers are being analyzed.     
A roll-forward of the accrued restructuring expense for the nine months ended September 30, 2016 is as follows:
(Dollars in thousands)
Write-downs and retirements of fixed assets
 
Lease cancellations
 
Total
Accrued at January 1, 2016
$
228

 
$
834

 
$
1,062

Restructuring charges (recoveries)
45

 
(130
)
 
(85
)
Payments

 
(683
)
 
(683
)
Accelerated depreciation

 

 

Accrued at September 30, 2016
$
273

 
$
21

 
$
294

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 prior period 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 and section 21E of the Securities Exchange Act of 1934. 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 and other risk factors are more fully described in this report and in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015 under the section entitled "Item 1A -- Risk Factors," and from time to time in other filings made by the Corporation with the SEC.
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 2015 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 commercial and consumer banking business and provides a full range of banking and trust services to 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. 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 the Bank's markets of operation.
The Corporation earns revenues primarily from the margins and fees generated from lending and depository services to customers 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 through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk to Board of Directors approved levels.
The Corporation seeks to establish itself as the financial provider of choice in the markets it serves. The Corporation 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 wealth management 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 customers, and by using technology to ensure that the needs of customers are understood and satisfied.
Executive Overview
The Corporation’s consolidated net income, earnings per share and return 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)
2016
 
2015
 
Amount
 
Percent
 
2016
 
2015
 
Amount
 
Percent
Net income
$
58

 
$
7,528

 
$
(7,470
)
 
(99
)%
 
$
12,587

 
$
20,110

 
$
(7,523
)
 
(37
)%
Net income per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$

 
$
0.39

 
$
(0.39
)
 
N/M

 
$
0.58

 
$
1.02

 
$
(0.44
)
 
(43
)
Diluted

 
0.39

 
(0.39
)
 
N/M

 
0.57

 
1.02

 
(0.45
)
 
(44
)
Return on average assets
0.01
%
 
1.06
%
 
(1.05)

 
(99 BP)

 
0.51
%
 
0.98
%
 
(0.47)

 
(48 BP)

Return on average equity
0.05
%
 
8.36
%
 
(8.31)

 
(99 BP)

 
4.07
%
 
7.48
%
 
(3.41)

 
(46 BP)


The Corporation reported net income of $58 thousand or $0.00 diluted earnings per share for the three months ended September 30, 2016, compared to reported net income of $7.5 million or $0.39 diluted earnings per share for the three months ended September 30, 2015. Net income for the nine months ended September 30, 2016 was $12.6 million or $0.57 diluted earnings per share, compared to $20.1 million or $1.02 for the comparable period in the prior year. The financial results for the three and nine months ended September 30, 2016 included $9.2 million and $10.6 million, net of tax, respectively, of acquisition and integration related costs associated with the merger with Fox Chase Bancorp (Fox Chase) or a total of $0.35 and $0.48, respectively,

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of diluted earnings per share. The nine months ended September 30, 2015 included $2.4 million, net of tax, respectively, of integration and acquisition-related costs and restructuring charges incurred during the first and second quarter, or $0.12 of diluted earnings per share. The current quarter is the first reporting period reflecting financial results inclusive of Fox Chase which the Corporation acquired on July 1, 2016. On September 12, 2016, the Corporation completed the Fox Chase system conversion, moving all operations to the Corporation and providing all customers with access to an expanded financial center and ATM network.

Net interest income on a tax-equivalent basis for the three months ended September 30, 2016 was $34.3 million, an increase of $9.5 million compared to the same period in 2015. Net interest income on a tax-equivalent basis for the nine months ended September 30, 2016 was $84.1 million, an increase of $9.7 million compared to the same period in 2015. The net interest margin on a tax-equivalent basis for the third quarter of 2016 was 3.68%, compared to 3.89% for the third quarter of 2015.The increase in net interest income and decrease in net interest margin during the third quarter of 2016 was mainly due to the impact of the Fox Chase Bank acquisition, which included a full quarter of average net interest-earning assets acquired. The favorable impact of acquisition accounting adjustments was 7 basis points for the three months ended September 30, 2016 compared to 8 basis points for the same period in the prior year.

The provision for loan and lease losses for the three months ended September 30, 2016 was $1.4 million, compared to $670 thousand for the same period in 2015. The increase in the provision during 2016 was primarily due to organic loan growth and $1.7 million of net charge-offs. The provision for loan and lease losses for the nine months ended September 30, 2016 was $2.6 million, compared to $2.9 million for the same period in 2015.

Noninterest income for the three months ended September 30, 2016 was $14.1 million, an increase of $1.4 million, or 11.0% from the same period in the prior year. Noninterest income for the nine months ended September 30, 2016 was $42.0 million, an increase of $2.7 million, or 7.0% from the same period in the prior year. The increases were mainly due to increases in the net gain on mortgage banking activities resulting from higher volume of mortgage closings and increases in bank owned life insurance income resulting from purchases of policies, policies acquired from Fox Chase and transfers of policies to a higher yielding account structure.

Noninterest expense for the three months ended September 30, 2016 was $47.1 million, an increase of $21.8 million, or 86.4% from the same period in the prior year. Noninterest expense for the nine months ended September 30, 2016 was $103.6 million, an increase of $24.1 million, or 30.3% from the same period in the prior year. Acquisition and integration costs related to the Fox Chase merger were $14.1 million for the three months ended September 30, 2016 and $15.6 million for the nine months ended September 30, 2016. Acquisition, integration and restructuring costs related to the Valley Green merger and new financial center model were $3.6 million for the nine months ended September 30, 2015. Salaries and benefit expense increased $4.7 million and $7.7 million for the three months and nine months ended September 30, 2016, respectively, primarily attributable to higher staffing levels resulting from the Fox Chase acquisition, additional staff hired to support revenue generation across all business lines and the expansion into Lancaster County. Premises and equipment expenses increased $544 thousand for the three months and $365 thousand for the nine months ended September 30, 2016, primarily due to higher premises expense related to Fox Chase locations. Data processing expense increased $955 thousand for the three months and $1.6 million for the nine months ended September 30, 2016 due to increased investments in computer software as well as a full quarter of Fox Chase processing expense.

Gross loans and leases held for investment increased $1.0 billion from December 31, 2015, including $776.3 million of loans acquired from Fox Chase. Organic loan growth, which excludes the loans acquired from Fox Chase at June 30, 2016 was $69.1 million or 2.2% (not annualized) from June 30, 2016 and $235.1 million or 8.0% (not annualized) from December 31, 2015. The growth in loans was primarily in commercial business, commercial real estate and residential real estate loans. Loan growth in 2016 resulted from new and existing customer relationships and Univest’s strategic move to expand its presence and hire a lending team in Lancaster County to seize opportunities as a result of market disruption caused by other bank acquisitions. Loan growth also resulted from opportunities brought by Univest’s new lending talent in its core market and through the acquisition of Fox Chase.

Deposits increased $784.1 million from December 31, 2015, primarily due to $738.3 million of deposits acquired from Fox Chase. Organic deposit growth, which excludes the Fox Chase deposits at June 30, 2016, was $63.2 million, or 2.0% (not annualized) from June 30, 2016 and $45.9 million or 1.5% (not annualized) from December 31, 2015. Total borrowings increased $187.2 million from December 31, 2015.

The Corporation and the Bank continue to remain well-capitalized at September 30, 2016. Total risk-based capital at September 30, 2016 was 12.64% for the Corporation and 11.80% for the Bank, well in excess of the regulatory minimum for well-capitalized status of 10.00%.


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Details of the changes in the various components of net income and the balance sheet are further discussed in the sections that follow.

Merger with Fox Chase Bancorp

On July 1, 2016, the Corporation completed the merger with Fox Chase Bancorp (Fox Chase), parent company of Fox Chase Bank with an aggregate value of approximately $242.2 million based on the Corporation's June 30, 2016 closing share price. The transaction is expected to qualify as a tax-free reorganization for federal income tax purposes.

The fair value of total assets acquired as a result of the merger totaled $1.1 billion, loans totaled $776.3 million and deposits totaled $738.3 million. The Corporation's presence expanded in Bucks, Chester, Philadelphia and Montgomery counties in Pennsylvania and into Cape May county in New Jersey, complementing and expanding the Corporation's existing network of financial centers. Note 2 to the Consolidated Financial Statements, "Acquisition" provides detailed financial information related to the transaction.

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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 for the three and nine months ended September 30, 2016 and 2015. 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.
Three and nine months ended September 30, 2016 versus 2015
Net interest income on a tax-equivalent basis for the three months ended September 30, 2016 was $34.3 million, an increase of $9.5 million compared to the same period in 2015. Net interest income on a tax-equivalent basis for the nine months ended September 30, 2016 was $84.1 million, an increase of $9.7 million compared to the same period in 2015. The net interest margin on a tax-equivalent basis for the third quarter of 2016 was 3.68%, compared to 3.89% for the third quarter of 2015.The tax-equivalent net interest margin for the nine months ended September 30, 2016 was 3.82% compared to 4.02% for the nine months ended September 30, 2015. The increase in net interest income and decrease in net interest margin during the third quarter of 2016 were both primarily due to the impact of the Fox Chase acquisition, which included a full quarter of average net interest-earning assets acquired and related net interest income. The favorable impact of acquisition accounting adjustments was 7 basis points for the three months ended September 30, 2016 compared to 8 basis points for the same period in the prior year. The favorable impact of acquisition accounting adjustments was 5 basis points for the nine months ended September 30, 2016 compared to 11 basis points for the same period in the prior year.

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Table of Contents

Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis
 
Three Months Ended September 30,
 
2016
 
2015
(Dollars in thousands)
Average
Balance
 
Income/
Expense
 
Average
Rate
 
Average
Balance
 
Income/
Expense
 
Average
Rate
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits with other banks
$
16,248

 
$
14

 
0.34
%
 
$
50,514

 
$
21

 
0.16
%
U.S. government obligations
43,622

 
125

 
1.14

 
119,712

 
345

 
1.14

Obligations of states and political subdivisions
96,581

 
1,030

 
4.24

 
109,300

 
1,335

 
4.85

Other debt and equity securities
363,587

 
1,358

 
1.49

 
139,825

 
859

 
2.44

Federal funds sold and other earning assets (1)
18,987

 
321

 
6.73

 
8,998

 
119

 
5.25

Total interest-earning deposits, investments, federal funds sold and other earning assets
539,025

 
2,848

 
2.10

 
428,349

 
2,679

 
2.48

Commercial, financial and agricultural loans
674,569

 
6,571

 
3.88

 
423,912

 
4,219

 
3.95

Real estate—commercial and construction loans
1,382,947

 
15,816

 
4.55

 
857,181

 
9,942

 
4.60

Real estate—residential loans
710,814

 
7,887

 
4.41

 
509,599

 
5,786

 
4.50

Loans to individuals
31,416

 
415

 
5.26

 
28,957

 
388

 
5.32

Municipal loans and leases
288,391

 
3,030

 
4.18

 
205,302

 
2,450

 
4.73

Lease financings
76,136

 
1,547

 
8.08

 
73,056

 
1,555

 
8.44

Gross loans and leases
3,164,273

 
35,266

 
4.43

 
2,098,007

 
24,340

 
4.60

Total interest-earning assets
3,703,298

 
38,114

 
4.09

 
2,526,356

 
27,019

 
4.24

Cash and due from banks
40,835

 
 
 
 
 
35,419

 
 
 
 
Reserve for loan and lease losses
(17,110
)
 
 
 
 
 
(20,494
)
 
 
 
 
Premises and equipment, net
61,361

 
 
 
 
 
40,852

 
 
 
 
Other assets
359,084

 
 
 
 
 
222,445

 
 
 
 
Total assets
$
4,147,468

 
 
 
 
 
$
2,804,578

 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking deposits
$
389,079

 
114

 
0.12

 
$
375,362

 
77

 
0.08

Money market savings
483,579

 
428

 
0.35

 
361,530

 
318

 
0.35

Regular savings
793,644

 
352

 
0.18

 
590,331

 
134

 
0.09

Time deposits
606,561

 
1,187

 
0.78

 
463,524

 
1,014

 
0.87

Total time and interest-bearing deposits
2,272,863

 
2,081

 
0.36

 
1,790,747

 
1,543

 
0.34

Short-term borrowings
229,282

 
276

 
0.48

 
30,520

 
10

 
0.13

Long-term debt
93,188

 
218

 
0.93

 

 

 

Subordinated notes (2)
94,035

 
1,261

 
5.33

 
49,321

 
667

 
5.37

Total borrowings
416,505

 
1,755

 
1.68

 
79,841

 
677

 
3.36

Total interest-bearing liabilities
2,689,368

 
3,836

 
0.57

 
1,870,588

 
2,220

 
0.47

Noninterest-bearing deposits
904,197

 
 
 
 
 
534,302

 
 
 
 
Accrued expenses and other liabilities
47,439

 
 
 
 
 
42,538

 
 
 
 
Total liabilities
3,641,004

 
 
 
 
 
2,447,428

 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock
144,559

 
 
 
 
 
110,271

 
 
 
 
Additional paid-in capital
229,319

 
 
 
 
 
120,770

 
 
 
 
Retained earnings and other equity
132,586

 
 
 
 
 
126,109

 
 
 
 
Total shareholders’ equity
506,464

 
 
 
 
 
357,150

 
 
 
 
Total liabilities and shareholders’ equity
$
4,147,468

 
 
 
 
 
$
2,804,578

 
 
 
 
Net interest income
 
 
$
34,278

 
 
 
 
 
$
24,799

 
 
Net interest spread
 
 
 
 
3.52

 
 
 
 
 
3.77

Effect of net interest-free funding sources
 
 
 
 
0.16

 
 
 
 
 
0.12

Net interest margin
 
 
 
 
3.68
%
 
 
 
 
 
3.89
%
Ratio of average interest-earning assets to average interest-bearing liabilities
137.70
%
 
 
 
 
 
135.06
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Other earning assets include Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost.
(2) The interest rate on subordinated notes is calculated on a 30/360 day basis with a weighted average note rate of 5.05% and 5.10% for the three months ended September 30, 2016 and 2015, respectively. The balance is net of debt issuance costs which are amortized to interest expense.
Notes:     For rate calculation purposes, average loan and lease categories include unearned discount.

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Table of Contents

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, 2016 and 2015 have been calculated using the
Corporation’s federal applicable rate of 35%.

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Table of Contents

 
Nine Months Ended September 30,
 
2016
 
2015
(Dollars in thousands)
Average
Balance
 
Income/
Expense
 
Average
Rate
 
Average
Balance
 
Income/
Expense
 
Average
Rate
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits with other banks
$
14,514

 
$
51

 
0.47
%
 
$
25,957

 
$
37

 
0.19
%
U.S. government obligations
61,231

 
551

 
1.20

 
129,646

 
1,075

 
1.11

Obligations of states and political subdivisions
99,617

 
3,251

 
4.36

 
107,807

 
4,011

 
4.97

Other debt and equity securities
222,427

 
3,394

 
2.04

 
137,747

 
2,267

 
2.20

Federal funds sold and other earning assets (1)
14,956

 
573

 
5.12

 
10,256

 
402

 
5.24

Total interest-earning deposits, investments, federal funds sold and other earning assets
412,745

 
7,820

 
2.53

 
411,413

 
7,792

 
2.53

Commercial, financial and agricultural loans
508,195

 
14,717

 
3.87

 
426,997

 
12,951

 
4.06

Real estate—commercial and construction loans
1,057,379

 
35,841

 
4.53

 
841,930

 
29,486

 
4.68

Real estate—residential loans
603,900

 
20,004

 
4.42

 
488,646

 
16,789

 
4.59

Loans to individuals
30,402

 
1,222

 
5.37

 
29,570

 
1,184

 
5.35

Municipal loans and leases
253,925

 
8,378

 
4.41

 
204,748

 
7,318

 
4.78

Lease financings
75,538

 
4,613

 
8.16

 
71,368

 
4,673

 
8.75

Gross loans and leases
2,529,339

 
84,775

 
4.48

 
2,063,259

 
72,401

 
4.69

Total interest-earning assets
2,942,084

 
92,595

 
4.20

 
2,474,672

 
80,193

 
4.33

Cash and due from banks
35,070

 
 
 
 
 
32,768

 
 
 
 
Reserve for loan and lease losses
(17,223
)
 
 
 
 
 
(20,983
)
 
 
 
 
Premises and equipment, net
49,451

 
 
 
 
 
40,618

 
 
 
 
Other assets
272,087

 
 
 
 
 
218,692

 
 
 
 
Total assets
$
3,281,469

 
 
 
 
 
$
2,745,767

 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking deposits
$
380,780

 
273

 
0.10

 
$
364,006

 
190

 
0.07

Money market savings
394,532

 
1,090

 
0.37

 
360,473

 
857

 
0.32

Regular savings
688,630

 
725

 
0.14

 
578,478

 
392

 
0.09

Time deposits
467,192

 
2,984

 
0.85

 
456,726

 
2,966

 
0.87

Total time and interest-bearing deposits
1,931,134

 
5,072

 
0.35

 
1,759,683

 
4,405

 
0.33

Short-term borrowings
103,974

 
599

 
0.77

 
40,902

 
33

 
0.11

Long-term debt
31,290

 
218

 
0.93

 

 

 

Subordinated notes (2)
64,395

 
2,609

 
5.41

 
33,411

 
1,349

 
5.40

Total borrowings
199,659

 
3,426

 
2.29

 
74,313

 
1,382

 
2.49

Total interest-bearing liabilities
2,130,793

 
8,498

 
0.53

 
1,833,996

 
5,787

 
0.42

Noninterest-bearing deposits
694,165

 
 
 
 
 
509,002

 
 
 
 
Accrued expenses and other liabilities
43,163

 
 
 
 
 
43,312

 
 
 
 
Total liabilities
2,868,121

 
 
 
 
 
2,386,310

 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock
121,784

 
 
 
 
 
110,271

 
 
 
 
Additional paid-in capital
157,334

 
 
 
 
 
120,409

 
 
 
 
Retained earnings and other equity
134,230

 
 
 
 
 
128,777

 
 
 
 
Total shareholders’ equity
413,348

 
 
 
 
 
359,457

 
 
 
 
Total liabilities and shareholders’ equity
$
3,281,469

 
 
 
 
 
$
2,745,767

 
 
 
 
Net interest income
 
 
$
84,097

 
 
 
 
 
$
74,406

 
 
Net interest spread
 
 
 
 
3.67

 
 
 
 
 
3.91

Effect of net interest-free funding sources
 
 
 
 
0.15

 
 
 
 
 
0.11

Net interest margin
 
 
 
 
3.82
%
 
 
 
 
 
4.02
%
Ratio of average interest-earning assets to average interest-bearing liabilities
138.07
%
 
 
 
 
 
134.93
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Other earning assets include Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost.
(2) The interest rate on subordinated notes is calculated on a 30/360 day basis with a weighted average note rate of 5.08% and 5.10% for the nine months ended September 30, 2016 and 2015, respectively. The balance is net of debt issuance costs which are amortized to interest expense.
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.

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Loans held for sale have been included in the average loan balances.
Tax-equivalent amounts for the nine months ended September 30, 2016 and 2015 have been calculated using the
Corporation’s federal applicable rate of 35%.

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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
 
Nine Months Ended
 
September 30, 2016 Versus 2015
 
September 30, 2016 Versus 2015
(Dollars in thousands)
Volume
Change
 
Rate
Change
 
Total
 
Volume
Change
 
Rate
Change
 
Total
Interest income:
 
 
 
 
 
 

 

 

Interest-earning deposits with other banks
$
(20
)
 
$
13

 
$
(7
)
 
$
(21
)
 
$
35

 
$
14

U.S. government obligations
(220
)
 

 
(220
)
 
(605
)
 
81

 
(524
)
Obligations of states and political subdivisions
(146
)
 
(159
)
 
(305
)
 
(291
)
 
(469
)
 
(760
)
Other debt and equity securities
940

 
(441
)
 
499

 
1,303

 
(176
)
 
1,127

Federal funds sold and other earning assets
161

 
41

 
202

 
180

 
(9
)
 
171

Interest on deposits, investments, federal funds sold and other earning assets
715

 
(546
)
 
169

 
566

 
(538
)
 
28

Commercial, financial and agricultural loans
2,429

 
(77
)
 
2,352

 
2,392

 
(626
)
 
1,766

Real estate—commercial and construction loans
5,984

 
(110
)
 
5,874

 
7,328

 
(973
)
 
6,355

Real estate—residential loans
2,220

 
(119
)
 
2,101

 
3,853

 
(638
)
 
3,215

Loans to individuals
31

 
(4
)
 
27

 
34

 
4

 
38

Municipal loans and leases
893

 
(313
)
 
580

 
1,659

 
(599
)
 
1,060

Lease financings
62

 
(70
)
 
(8
)
 
265

 
(325
)
 
(60
)
Interest and fees on loans and leases
11,619

 
(693
)
 
10,926

 
15,531

 
(3,157
)
 
12,374

Total interest income
12,334

 
(1,239
)
 
11,095

 
16,097

 
(3,695
)
 
12,402

Interest expense:
 
 
 
 
 
 

 

 

Interest-bearing checking deposits
3

 
34

 
37

 
8

 
75

 
83

Money market savings
110

 

 
110

 
88

 
145

 
233

Regular savings
56

 
162

 
218

 
85

 
248

 
333

Time deposits
287

 
(114
)
 
173

 
77

 
(59
)
 
18

Interest on time and interest-bearing deposits
456

 
82

 
538

 
258

 
409

 
667

Short-term borrowings
188

 
78

 
266

 
116

 
450

 
566

Long-term debt
218

 

 
218

 
218

 

 
218

Subordinated notes
599

 
(5
)
 
594

 
1,258

 
2

 
1,260

Interest on borrowings
1,005

 
73

 
1,078

 
1,592

 
452

 
2,044

Total interest expense
1,461

 
155

 
1,616

 
1,850

 
861

 
2,711

Net interest income
$
10,873

 
$
(1,394
)
 
$
9,479

 
$
14,247

 
$
(4,556
)
 
$
9,691

















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Table of Contents

Interest Income
Three and nine months ended September 30, 2016 versus 2015
Interest income on a tax-equivalent basis for the three months ended September 30, 2016 was $38.1 million, an increase of $11.1 million from the same period in 2015. Interest income on a tax-equivalent basis for the nine months ended September 30, 2016 was $92.6 million, an increase of $12.4 million from the same period in 2015. The increases were mainly due to the impact of the Fox Chase acquisition which included a full quarter of average interest-earning assets acquired and the related interest income. In addition, the positive benefit of interest income due to loan growth in commercial real estate, residential real estate and municipal loans was partially offset by decreases in loan interest rates due to re-pricing and the competitive environment. The net accretion of acquisition accounting fair value adjustments had no impact on the yield on total interest-earning assets for the three months ended September 30, 2016 compared to a favorable impact of 7 basis points for the same period in the prior year. The favorable impact of acquisition accounting adjustments was 1 basis point on total interest-earning assets for the nine months ended September 30, 2016 compared to 8 basis points for the same period in the prior year.
Interest Expense
Three and nine months ended September 30, 2016 versus 2015
Interest expense for the three months ended September 30, 2016 was $3.8 million, an increase of $1.6 million from the same period in 2015. Interest expense for the nine months ended September 30, 2016 was $8.5 million, an increase of $2.7 million from the same period in 2015. The increases were mainly due to the impact of the Fox Chase acquisition which included a full quarter of average interest-bearing liabilities assumed and the related interest expense. Interest expense also included the subordinated debt issuance of $45.0 million on July 1, 2016 and $50.0 million on March 30, 2015 which increased quarterly interest expense by $594 thousand and year-to-date interest expense by $1.3 million over the same periods in the prior year. The net amortization of acquisition accounting fair value adjustments related to acquisitions favorably impacted the rate on total interest-bearing liabilities by 10 basis points for the three months September 30, 2016 compared to 2 basis points for the same period in the prior year. The favorable impact of acquisition accounting adjustments was 5 basis points on total interest-bearing liabilities for the nine months ended September 30, 2016 compared to 3 basis points for the same period in the prior year.
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 for the three months ended September 30, 2016 was $1.4 million compared to $670 thousand for the same period in 2015. The increase in the provision was primarily due to organic loan growth and $1.7 million of net charge-offs. The provision for loan and lease losses for the nine months ended September 30, 2016 was $2.6 million compared to $2.9 million for the same period in 2015.
Noninterest Income
Noninterest income consists of trust fee income, service charges on deposit accounts, commission income, net gains (losses) on sales of securities, net gains (losses) on mortgage banking activities, 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, non-customer debit card fees at the Bank's ATM, 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 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.

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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)
2016
 
2015
 
Amount
 
Percent
 
2016
 
2015
 
Amount
 
Percent
Trust fee income
$
1,958

 
$
1,904

 
$
54

 
3
%
 
$
5,820

 
$
5,878

 
$
(58
)
 
(1
)%
Service charges on deposit accounts
1,344

 
1,069

 
275

 
26

 
3,398

 
3,171

 
227

 
7

Investment advisory commission and fee income
2,864

 
2,687

 
177

 
7

 
8,292

 
8,190

 
102

 
1

Insurance commission and fee income
3,267

 
3,232

 
35

 
1

 
11,328

 
10,812

 
516

 
5

Other service fee income
2,006

 
1,956

 
50

 
3

 
5,787

 
5,387

 
400

 
7

Bank owned life insurance income
711

 
306

 
405

 
N/M

 
1,716

 
870

 
846

 
97

Net gain on sales of investment securities
30

 
296

 
(266
)
 
(90
)
 
487

 
568

 
(81
)
 
(14
)
Net gain on mortgage banking activities
2,006

 
1,123

 
883

 
79

 
4,935

 
3,748

 
1,187

 
32

Other (losses) income
(49
)
 
163

 
(212
)
 
N/M

 
206

 
613

 
(407
)
 
(66
)
Total noninterest income
$
14,137

 
$
12,736

 
$
1,401

 
11
%
 
$
41,969

 
$
39,237

 
$
2,732

 
7
 %

Three and nine months ended September 30, 2016 versus 2015
Noninterest income for the three months ended September 30, 2016 was $14.1 million, an increase of $1.4 million or 11.0% from the same period in the prior year. Noninterest income for the nine months ended September 30, 2016 was $42.0 million, an increase of $2.7 million or 7.0% from the same period in the prior year. Service charges on deposits increased $275 thousand or 25.7% for the three months and $227 thousand or 7.2% for the nine months ended September 30, 2016, mostly due to fees on deposit accounts acquired from Fox Chase. Insurance commission and fee income increased $516 thousand or 4.8% for the nine months ended September 30, 2016, primarily due to an increase in contingent commission income and growth in the group life and health and commercial product lines. Bank owned life insurance income increased $405 thousand for the three months and $846 thousand for the nine months ended September 30, 2016 mainly due to $26.1 million of policies acquired from Fox Chase which generated $208 thousand of income during the third quarter of 2016, the purchase of policies totaling $8.0 million during the third quarter of 2015, and the transfer of policies totaling $9.8 million during the second and fourth quarters of 2015 to a higher yielding account structure. The net gain on mortgage banking activities increased $883 thousand for the three months and $1.2 million for the nine months ended September 30, 2016, mainly due to increases in mortgage volume during the second and third quarters of 2016. Mortgage volume closings increased $32.8 million or 65.5% for the three months ended September 30, 2016 and $33.4 million or 21.7% for the nine months ended September 30, 2016, compared to the same periods in 2015.
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, data processing, professional services, intangible expenses, acquisition-related costs, integration costs and restructuring charges and other expenses.

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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)
2016
 
2015
 
Amount
 
Percent
 
2016
 
2015
 
Amount
 
Percent
Salaries and benefits
$
16,710

 
$
11,970

 
$
4,740

 
40
%
 
$
44,972

 
$
37,241

 
$
7,731

 
21
%
Commissions
2,485

 
2,174

 
311

 
14

 
6,743

 
6,143

 
600

 
10

Net occupancy
2,482

 
2,093

 
389

 
19

 
6,669

 
6,486

 
183

 
3

Equipment
942

 
787

 
155

 
20

 
2,468

 
2,286

 
182

 
8

Data processing
2,169

 
1,214

 
955

 
79

 
4,980

 
3,416

 
1,564

 
46

Professional fees
1,322

 
1,096

 
226

 
21

 
3,289

 
2,969

 
320

 
11

Marketing and advertising
345

 
583

 
(238
)
 
(41
)
 
1,396

 
1,494

 
(98
)
 
(7
)
Deposit insurance premiums
327

 
433

 
(106
)
 
(24
)
 
1,192

 
1,267

 
(75
)
 
(6
)
Intangible expenses
906

 
710

 
196

 
28

 
2,672

 
2,389

 
283

 
12

Acquisition-related costs
8,784

 

 
8,784

 
N/M

 
10,156

 
507

 
9,649

 
N/M

Integration costs
5,365

 

 
5,365

 
N/M

 
5,398

 
1,484

 
3,914

 
N/M

Restructuring (recoveries) charges
(85
)
 

 
(85
)
 
N/M

 
(85
)
 
1,642

 
(1,727
)
 
N/M

Other expense
5,314

 
4,183

 
1,131

 
27

 
13,701

 
12,162

 
1,539

 
13

Total noninterest expense
$
47,066

 
$
25,243

 
$
21,823

 
86
%
 
$
103,551

 
$
79,486

 
$
24,065

 
30
%

Three and nine months ended September 30, 2016 versus 2015
Noninterest expense for the three months ended September 30, 2016 was $47.1 million, an increase of $21.8 million or 86.4% from the same period in the prior year. Noninterest expense for the nine months ended September 30, 2016 was $103.6 million, an increase of $24.1 million or 30.3% from the same period in the prior year. Acquisition and integration costs related to the Fox Chase merger were $14.1 million for the three months ended September 30, 2016 and $15.6 million for the nine months ended September 30, 2016. Acquisition, integration and restructuring costs related to the Valley Green merger and new financial center model were $3.6 million for the nine months ended September 30, 2015. Salaries and benefit expense increased $4.7 million for the three months and $7.7 million for the nine months ended September 30, 2016, primarily attributable to higher staffing levels resulting from the Fox Chase acquisition, additional staff hired to support revenue generation across all business lines and the expansion into Lancaster County. Commission expense increased $311 thousand for the three months and $600 thousand for the nine months ended September 30, 2016, mostly due to commissions paid on increased mortgage banking and insurance revenue. Premises and equipment expenses increased $544 thousand for the three months and $365 thousand for the nine months ended September 30, 2016, primarily due to higher premises expense related to Fox Chase locations. Data processing expense increased $955 thousand for the three months and $1.6 million for the nine months ended September 30, 2016 due to increased investments in computer software as well as a full quarter of Fox Chase processing expense. Other noninterest expense increased primarily due to expenses related to Fox Chase operations, loan workout fees and other loan processing fees, real estate owned expense and other operating expenses.
Tax Provision
The provision for income taxes for the three months ended September 30, 2016 and 2015 was a benefit of $1.5 million and expense of $2.8 million, at effective rates of 104% and 27%, respectively. The provision for income taxes for the nine months ended September 30, 2016 and 2015 was $3.3 million and $7.2 million at effective rates of 21% and 26%, respectively. The effective tax rates reflect the benefits of tax-exempt income from investments in municipal securities, loans and bank-owned life insurance partially offset by non-deductible merger expenses. The decrease in the average effective tax rate from the prior year is mainly due a reduction in taxable income (primarily due to taxable acquisition-related and integration expenses of $14.1 million.





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Table of Contents

Financial Condition
Assets
The following table presents assets at the dates indicated:
 
At September 30, 
 2016
 
At December 31, 
 2015
 
Change
(Dollars in thousands)
Amount
 
Percent
Cash, interest-earning deposits and federal funds sold
$
56,653

 
$
60,799

 
$
(4,146
)
 
(7
)%
Investment securities
484,213

 
370,760

 
113,453

 
31

Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost
17,236

 
8,880

 
8,356

 
94

Loans held for sale
3,844

 
4,680

 
(836
)
 
(18
)
Loans and leases held for investment
3,190,361

 
2,179,013

 
1,011,348

 
46

Reserve for loan and lease losses
(16,899
)
 
(17,628
)
 
729

 
4

Premises and equipment, net
62,132

 
42,156

 
19,976

 
47

Goodwill and other intangibles, net
189,223

 
125,277

 
63,946

 
51

Bank owned life insurance
99,395

 
71,560

 
27,835

 
39

Accrued interest receivable and other assets
54,286

 
33,954

 
20,332

 
60

Total assets
$
4,140,444

 
$
2,879,451

 
$
1,260,993

 
44
 %

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 and certain long-term debt. The securities portfolio consists primarily of U.S. Government agencies, municipals, residential mortgage-backed securities and corporate bonds.
Total investments at September 30, 2016 increased $113.5 million from December 31, 2015. Securities acquired from Fox Chase of $230.7 million, purchases of $58.8 million and increases in the fair value of available-for-sale investment securities of $3.7 million were partially offset by sales of $75.3 million, maturities and pay-downs of $58.0 million and calls of $45.0 million. The increases in fair value of available-for-sale investment securities were primarily due to the decrease in long-term interest rates during 2016.
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost
Federal Home Loan Bank stock at September 30, 2016 increased $8.3 million from December 31, 2015 mainly due to purchase requirements related to the increase in Federal Home Loan Bank borrowings from the Fox Chase acquisition.
Loans and Leases
Gross loans and leases held for investment increased $1.0 billion from December 31, 2015, including $776.3 million of loans acquired from Fox Chase. Organic loan growth, which excludes the loans acquired from Fox Chase at June 30, 2016, was $69.1 million, or 2.2% (not annualized) from June 30, 2016 and $235.1 million or 8.0% (not annualized) from December 31, 2015. The growth in loans was primarily in commercial business, commercial real estate and residential real estate loans.
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

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Table of Contents

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.
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, 2016, the recorded investment in loans held for investment and loans held for sale that were considered to be impaired was $39.0 million. The related reserve for loan losses was $5 thousand. At December 31, 2015, the recorded investment in loans that were considered to be impaired was $48.9 million. The related reserve for loan losses was $322 thousand. 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. Interest income recognized on impaired loans for the nine months ended September 30, 2016 and 2015 was $1.1 million and $1.2 million, respectively. For the nine months ended September 30, 2016 and 2015, additional interest income that would have been recognized under the original terms for impaired loans was $641 thousand and $998 thousand, respectively.
The impaired loan balances consisted mainly of commercial real estate and commercial business loans. Commercial real estate impaired loans were $23.0 million and $30.1 million at September 30, 2016 and December 31, 2015, respectively. Commercial business impaired loans were $10.3 million and $12.9 million at September 30, 2016 and December 31, 2015, respectively. Other real estate owned was $6.0 million at September 30, 2016, compared to $1.3 million at December 31, 2015. During the first quarter of 2016, three commercial real estate properties with a total fair value of $1.6 million and land with a fair value of $203 thousand were transferred to other real estate owned. During the second quarter of 2016, one commercial real estate property with a total fair value of $155 thousand was transferred to other real estate owned. During the third quarter of 2016, two residential properties with a total fair value of $268 thousand and one commercial real estate property with a total fair value of $127 thousand were transferred to other real estate owned. The Corporation also acquired other real estate owned with a total fair value of $2.5 million from the Fox Chase acquisition.


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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. Non-performing loans and assets exclude acquired credit impaired loans for Fox Chase and Valley Green.
(Dollars in thousands)
At September 30, 2016
 
At December 31, 2015
 
At September 30, 2015
Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*:
 
 
 
 
 
Loans held for sale
$

 
$

 
$
4,000

Loans held for investment:
 
 
 
 
 
Commercial, financial and agricultural
6,399

 
6,915

 
8,593

Real estate—commercial
3,742

 
4,314

 
4,223

Real estate—construction

 

 
363

Real estate—residential
4,397

 
2,514

 
3,237

Lease financings
512

 
440

 
422

Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*
15,050

 
14,183

 
20,838

Accruing troubled debt restructured loans and lease modifications not included in the above
3,286

 
5,245

 
4,789

Accruing loans and leases 90 days or more past due:
 
 
 
 
 
Real estate—residential
700

 

 
76

Loans to individuals
153

 
173

 
237

Lease financings
275

 
206

 
115

Total accruing loans and leases, 90 days or more past due
1,128

 
379

 
428

Total non-performing loans and leases
19,464

 
19,807

 
26,055

Other real estate owned
6,041

 
1,276

 
955

Total nonperforming assets
$
25,505

 
$
21,083

 
$
27,010

Nonaccrual loans and leases (including nonaccrual troubled debt restructured loans and lease modifications) / loans and leases held for investment and nonaccrual loans held for sale
0.47
%
 
0.65
%
 
0.99
%
Nonperforming loans and leases / loans and leases held for investment and nonaccrual loans held for sale
0.61

 
0.91

 
1.24

Nonperforming assets / total assets
0.62

 
0.73

 
0.95

Allowance for loan and lease losses / loans and leases held for investment
0.53

 
0.81

 
0.89

Allowance for loan and lease losses / loans and leases held for investment (excluding acquired loans at period-end)
0.77

 
0.94

 
1.06

Allowance for loan and lease losses / nonaccrual loans and leases held for investment
112.29

 
124.29

 
110.58

Allowance for loan and lease losses / nonperforming loans and leases held for investment
86.82

 
89.00

 
84.43

Allowance for loan and lease losses
$
16,899

 
$
17,628

 
$
18,620

Acquired credit impaired loans
$
14,575

 
$
1,253

 
$
1,379

Nonperforming loans and leases and acquired credit impaired loans/loans and leases held for investment and nonaccrual loans held for sale
1.07
%
 
0.97
%
 
1.31
%
Nonperforming assets and acquired purchased credit impaired loans/ total assets
0.97

 
0.78

 
1.00

* Nonaccrual troubled debt restructured loans and lease modifications included in nonaccrual loans and leases in the above table
$
1,395

 
$
93

 
$
742


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The following table provides additional information on the Corporation’s nonaccrual loans held for investment:
(Dollars in thousands)
At September 30, 2016
 
At December 31, 2015
 
At September 30, 2015
Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications
$
15,050

 
$
14,183

 
$
16,838

Nonaccrual loans and leases with partial charge-offs
5,665

 
6,451

 
8,319

Life-to-date partial charge-offs on nonaccrual loans and leases
3,248

 
3,853

 
3,945

Charge-off rate of nonaccrual loans and leases with partial charge-offs
36.4
%
 
37.4
%
 
32.2
%
Specific reserves on impaired loans
$
5

 
$
322

 
$
380


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, 2016 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 loss 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 and a specific reserve is determined. 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. 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.

The reserve for loan and lease losses is determined at the end of each quarter. Calculating the Corporation's reserve for loan and lease losses begins with the Bank's loan portfolio utilizing historical loss data as a starting point, while evaluating the impact of environmental factors in a quantitative manner as they relate to the collectability of outstanding loan obligations. The Corporation utilizes a rolling eight-quarter migration analysis and loss emergence period analysis to determine the annualized net expected loan loss experience.

Each quarter, the conditions that exist within the look-back period and loss emergence period are compared to current conditions to support a conclusion as to which qualitative adjustments are (or are not) deemed necessary for each loan portfolio segment. These factors are evaluated subjectively based on management's experience and supported by the Corporation's defined analytical metrics/drivers relative to the historical look-back period. Factors include, but are not limited to, asset quality trends, portfolio growth trends, changes in lending policies and management, economic trends, concentrations of credit risk and the impact of collateral dependent lending.

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 supports other risk considerations not readily quantifiable through the allocated reserve metrics outlined above, as well as the inherent imprecision of the reserve for loan and lease losses model complexity. These considerations include, but are not limited to, the improving credit risk profile of performing loans individually measured for impairment, less than fully seasoned home equity portfolio metrics and reclassification of loan settlement exposures.


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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 $422 thousand and $381 thousand at September 30, 2016 and December 31, 2015, respectively.

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 covenants not to compete, core deposit and 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 $1.3 million and $844 thousand for the three months ended September 30, 2016 and 2015, respectively. The amortization of intangible assets was $3.0 million and $2.7 million for the nine months ended September 30, 2016 and 2015, respectively. See Note 5 to the Consolidated Financial Statements, "Goodwill and Other Intangible Assets" for a summary of intangible assets at September 30, 2016 and December 31, 2015. The Corporation also has goodwill with a net carrying value of $172.1 million and $112.7 million at September 30, 2016 and December 31, 2015, respectively, which is deemed to be an indefinite intangible asset and is not amortized. The increase in goodwill of $59.4 million was related to the Fox Chase acquisition completed on July 1, 2016.

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, 2016 and 2015. Since the last annual impairment analysis during 2015, 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, 2016 and December 31, 2015, the Bank held $6.6 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 $10.5 million and $2.2 million at September 30, 2016 and December 31, 2015, respectively. Additionally, the FHLB might require its members to increase their capital stock investments. 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 the FHLB operations and long-term performance. It is possible this could have an adverse effect on the value of the Corporation’s investment in FHLB stock. The Corporation determined there was no other-than-temporary impairment of the investment in FHLB stock. Therefore, at September 30, 2016, the FHLB stock is recorded at cost.

Liabilities
The following table presents liabilities at the dates indicated:
(Dollars in thousands)
At September 30, 2016
 
At December 31, 2015
 
Change
Amount
 
Percent
Deposits
$
3,178,509

 
$
2,394,360

 
$
784,149

 
33
%
Short-term borrowings
211,379

 
24,211

 
187,168

 
N/M

Long-term debt
92,935



 
92,935

 
N/M

Subordinated notes
94,027

 
49,377

 
44,650

 
90

Accrued interest payable and other liabilities
54,345

 
49,929

 
4,416

 
9

Total liabilities
$
3,631,195

 
$
2,517,877

 
$
1,113,318

 
44
%


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Deposits
Total deposits increased $784.1 million from December 31, 2015 primarily due to $738.3 million of deposits acquired from Fox Chase. Organic deposit growth, which excludes the Fox Chase deposits at June 30, 2016, was $63.2 million, or 2.0% (not annualized) from June 30, 2016 and $45.9 million or 1.5% from December 31, 2015.
Borrowings
Total borrowings increased $324.8 million from December 31, 2015 mainly due to long-term borrowings acquired from Fox Chase which consisted of $90.0 million principal amount of Federal Home Loan bank borrowings and funds obtained from commercial banks under security repurchase agreements, the issuance by the Corporation of $45.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes on July 1, 2016 and an increase of $187.2 million of short-term borrowings, including $30.0 million acquired from Fox Chase.
Shareholders’ Equity
The following table presents total shareholders’ equity at the dates indicated:
(Dollars in thousands)
At September 30, 2016
 
At December 31, 2015
 
Change
Amount
 
Percent
Common stock
$
144,559

 
$
110,271

 
$
34,288

 
31
%
Additional paid-in capital
229,635

 
121,280

 
108,355

 
89

Retained earnings
192,908

 
193,446

 
(538
)
 
N/M

Accumulated other comprehensive loss
(14,204
)
 
(16,708
)
 
2,504

 
15

Treasury stock
(43,649
)
 
(46,715
)
 
3,066

 
7

Total shareholders’ equity
$
509,249

 
$
361,574

 
$
147,675

 
41
%

The increase in shareholder's equity at September 30, 2016 of $147.7 million from December 31, 2015 was primarily related to the issuance of common stock of $34.3 million and additional paid-in capital of $109.9 million for the acquisition of Fox Chase. Accumulated other comprehensive loss decreased by $2.5 million mainly attributable to increases in the fair value of available-for-sale investment securities.

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), or leverage ratio.

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 new minimum capital requirements were effective on January 1, 2015. 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 capital conservation buffer requirements phase in over a four-year period beginning January 1, 2016.
The Corporation adopted the new Basel III regulatory capital rules during the first quarter of 2015 under the transition rules, primarily relating to regulatory deductions and adjustments impacting common equity tier 1 capital and tier 1 capital, to be phased in over a three-year period beginning January 1, 2015. Under Basel III rules, the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital. During 2016, the Corporation and the Bank must hold a capital

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conservation buffer greater than .625% above its minimum risk-based capital requirements in order to avoid limitations on capital distributions. The regulatory capital ratios for the Corporation and the Bank at September 30, 2016 were well in excess of the regulatory minimum requirements including the capital conservation buffer requirements.

Table 4—Regulatory Capital
The Corporation's and Bank's actual and required capital ratios as of September 30, 2016 and December 31, 2015 under BASEL III regulatory capital rules were as follows.
 
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, 2016
 
 
 
 
 
 
 
Total Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
$
461,106

 
12.64
%
 
$
291,934

 
8.00
%
 
$
364,917

 
10.00
%
Bank
426,885

 
11.80

 
289,300

 
8.00

 
361,625

 
10.00

Tier 1 Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
349,476

 
9.58

 
218,950

 
6.00

 
291,934

 
8.00

Bank
409,282

 
11.32

 
216,975

 
6.00

 
289,300

 
8.00

Tier 1 Common Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
349,476

 
9.58

 
164,213

 
4.50

 
237,196

 
6.50

Bank
409,282

 
11.32

 
162,731

 
4.50

 
235,056

 
6.50

Tier 1 Capital (to Average Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
349,476

 
8.80

 
158,940

 
4.00

 
198,675

 
5.00

Bank
409,282

 
10.38

 
157,733

 
4.00

 
197,166

 
5.00

At December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Total Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
$
334,757

 
13.35
%
 
$
200,613

 
8.00
%
 
$
250,766

 
10.00
%
Bank
300,527

 
12.09

 
198,816

 
8.00

 
248,521

 
10.00

Tier 1 Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
267,098

 
10.65

 
150,460

 
6.00

 
200,613

 
8.00

Bank
282,245

 
11.36

 
149,112

 
6.00

 
198,816

 
8.00

Tier 1 Common Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
267,098

 
10.65

 
112,845

 
4.50

 
162,998

 
6.50

Bank
282,245

 
11.36

 
111,834

 
4.50

 
161,538

 
6.50

Tier 1 Capital (to Average Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
267,098

 
9.69

 
110,227

 
4.00

 
137,783

 
5.00

Bank
282,245

 
10.31

 
109,480

 
4.00

 
136,850

 
5.00

At September 30, 2016 and December 31, 2015, 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 equal to at least 6.0% and 8.0%, respectively, of total risk-weighted assets (including various off-balance-sheet items). The Bank, like other depository institutions, is required to maintain similar capital levels under capital adequacy guidelines. During 2016, the Corporation and the Bank 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 .625% of total risk-weighted assets in order to avoid limitations on capital distributions. For a depository institution to be considered “well capitalized” under the regulatory framework for prompt corrective action, Tier 1 and Total Capital ratios must be at least 8.0% and 10.0% on a risk-adjusted basis, respectively. At September 30, 2016, 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. The Corporation will continue to analyze the impact of the new rules as it grows and as the capital conservation buffer requirements are phased in.


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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 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, prepayment speeds on loans, and the discretionary pricing of non-maturity assets and liabilities. 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.

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 liquidity risk by measuring and monitoring 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 primarily generated from a base of consumer, business and public customers primarily located in Bucks, Montgomery and Philadelphia counties, Pennsylvania. The Corporation faces increased competition for these deposits from a large array of financial market participants, including banks, credit unions, 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 $1.2 billion. At September 30, 2016 and December 31, 2015, the principal amount of overnight and short-term borrowings with the FHLB were $64.0 million and $0 million, respectively. At September 30, 2016 and December 31, 2015, the principal amount of long-term borrowings with the FHLB were $60.0 million and $0 million, respectively. At September 30, 2016 and December 31, 2015, the Bank had outstanding short-term letters of credit with the FHLB totaling $166.0 million and $170.2 million, respectively, which were utilized to collateralize 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 Corporation has a $10.0 million line of credit with a correspondent bank. At September 30, 2016, the Corporation had no outstanding borrowings under this line.
The Corporation, through the Bank, maintains federal fund lines with several correspondent banks totaling $302.0 million and $122.0 million at September 30, 2016 and December 31, 2015, respectively. At September 30, 2016 and December 31, 2015, the Corporation had $125.0 million and $0 million, respectively, outstanding federal funds purchased with these correspondent banks. 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, 2016 and December 31, 2015, the Corporation had no outstanding borrowings under this line.


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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 certificates of deposit and short-term and long-term borrowings. The Bank anticipates meeting these obligations by continuing to provide convenient depository and cash management services through its financial center network, thereby replacing these contractual obligations with similar fund sources at rates that are competitive in our market. The Bank will also use borrowings and brokered deposits to meet its obligations.
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 and Tax Legislation
For information regarding recent accounting pronouncements, refer to Note 1 to the Consolidated Financial Statements, “Summary of Significant Accounting Policies.”
On July 11, 2016 the Pennsylvania State General Assembly passed, and the Governor signed, amendments to the Tax Reform Code (TRC) providing revenues to support the new spending package. The TRC bill makes significant changes to the Bank Shares Tax (BST). The final BST agreement includes a .95 percent rate (an increase of 6 basis points over the current .89 percent rate) with no retroactivity, as well as clarification language codified into law that allows both Method 1 and Method 2 receipts apportionment, and maintains the deductibility of goodwill. This will impact the Bank's Shares Tax recognized in 2017. Based on September 30, 2016 financial statements for the Bank, the 6 basis points increase in 2017 will cost approximately $400 thousand, or a negative impact to net income of $260 thousand.
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, 2015.

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, 2016.
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, 2016 that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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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 material 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, 2015.

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 under the Corporation's 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
June 1 – 30, 2016
66,000

 
$
20.60

 
66,000

 
1,014,246

July 1 – 31, 2016

 

 

 
1,014,246

August 1 – 31, 2016

 

 

 
1,014,246

September 1 – 30, 2016

 

 

 
1,014,246

Total
66,000

 
$
20.60

 
66,000

 
 
 
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. On May 27, 2015, the Corporation's Board of Directors approved an increase of 1,000,000 shares available for repurchase under the Corporation's share repurchase program, or approximately 5% of the Corporation's common stock outstanding as of May 27, 2015. 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 2.1
 
Agreement and Plan of Merger by and between Univest Corporation of Pennsylvania and Fox Chase Bancorp, Inc. dated as of December 8, 2015 is incorporated by reference to Exhibit 2.1 of Form 8-K, filed with the SEC on December 11, 2015.
 
 
 
 
 
Exhibit 3.1
 
Amended and Restated Articles of Incorporation are incorporated by reference to Exhibit 3.1 of Form 8-K, filed with the SEC on April 22, 2015.
 
 
 
 
 
Exhibit 3.2
 
Amended By-Laws effective January 1, 2015 are incorporated by reference to Exhibit 3.2 of Form 8-K, filed with the SEC on January 2, 2015.
 
 
 
 
 
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 Roger S. Deacon, Senior Executive Vice President and Chief Financial 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 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 Roger S. Deacon, Senior Executive Vice President and 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 8, 2016
/s/ Jeffrey M. Schweitzer
 
Jeffrey M. Schweitzer
President and Chief Executive Officer
(Principal Executive Officer)
 
 
Date: November 8, 2016
/s/ Roger S. Deacon
 
Roger S. Deacon
Senior Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


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