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UNIVEST FINANCIAL Corp - Quarter Report: 2017 March (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 March 31, 2017.
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
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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
 
26,661,431
(Title of Class)
 
(Number of shares outstanding at April 28, 2017)
 
 


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.
 
 


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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 March 31, 2017
 
At December 31, 2016
ASSETS
 
Cash and due from banks
$
44,745

 
$
48,757

Interest-earning deposits with other banks
13,055

 
9,068

Investment securities held-to-maturity (fair value $33,022 and $24,871 at March 31, 2017 and December 31, 2016, respectively)
33,027

 
24,881

Investment securities available-for-sale
431,612

 
443,637

       Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost
25,322

 
24,869

Loans held for sale
1,110

 
5,890

Loans and leases held for investment
3,341,916

 
3,285,886

Less: Reserve for loan and lease losses
(19,528
)
 
(17,499
)
Net loans and leases held for investment
3,322,388

 
3,268,387

Premises and equipment, net
64,811

 
63,638

Goodwill
172,559

 
172,559

Other intangibles, net of accumulated amortization and fair value adjustments of $18,668 and $17,597 at March 31, 2017 and December 31, 2016, respectively
15,923

 
16,651

Bank owned life insurance
100,520

 
99,948

Accrued interest receivable and other assets
48,859

 
52,243

Total assets
$
4,273,931

 
$
4,230,528

LIABILITIES
 
 
 
Noninterest-bearing deposits
$
947,495

 
$
918,337

Interest-bearing deposits:
 
 
 
Demand deposits
1,034,363

 
909,963

Savings deposits
830,917

 
803,078

Time deposits
553,176

 
626,189

Total deposits
3,365,951

 
3,257,567

Short-term borrowings
79,366

 
196,171

Long-term debt
182,066

 
127,522

Subordinated notes
94,148

 
94,087

Accrued interest payable and other liabilities
40,520

 
49,972

Total liabilities
3,762,051

 
3,725,319

SHAREHOLDERS’ EQUITY
 
 
 
Common stock, $5 par value: 48,000,000 shares authorized at March 31, 2017 and December 31, 2016; 28,911,799 shares issued at March 31, 2017 and December 31, 2016; 26,645,520 and 26,589,353 shares outstanding at March 31, 2017 and December 31, 2016, respectively
144,559

 
144,559

Additional paid-in capital
230,391

 
230,494

Retained earnings
200,050

 
194,516

Accumulated other comprehensive loss, net of tax benefit
(18,992
)
 
(19,454
)
Treasury stock, at cost; 2,266,279 and 2,322,446 shares at March 31, 2017 and December 31, 2016, respectively
(44,128
)
 
(44,906
)
Total shareholders’ equity
511,880

 
505,209

Total liabilities and shareholders’ equity
$
4,273,931

 
$
4,230,528

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

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Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
Three Months Ended 
 March 31,
(Dollars in thousands, except per share data)
2017
 
2016
Interest income
 
Interest and fees on loans and leases:
 
 
 
Taxable
$
33,700

 
$
21,850

Exempt from federal income taxes
2,035

 
1,716

Total interest and fees on loans and leases
35,735

 
23,566

Interest and dividends on investment securities:
 
 
 
Taxable
1,688

 
1,274

Exempt from federal income taxes
599

 
734

Interest on deposits with other banks
17

 
28

Interest and dividends on other earning assets
357

 
132

Total interest income
38,396

 
25,734

Interest expense
 
 
 
Interest on deposits
2,191

 
1,533

Interest on short-term borrowings
262

 
3

Interest on long-term debt and subordinated notes
1,660

 
675

Total interest expense
4,113

 
2,211

Net interest income
34,283

 
23,523

Provision for loan and lease losses
2,445

 
326

Net interest income after provision for loan and lease losses
31,838

 
23,197

Noninterest income
 
 
 
Trust fee income
1,907

 
1,865

Service charges on deposit accounts
1,243

 
998

Investment advisory commission and fee income
3,181

 
2,671

Insurance commission and fee income
4,410

 
4,558

Other service fee income
1,987

 
1,831

Bank owned life insurance income
783

 
470

Net gain on sales of investment securities
15

 
44

Net gain on mortgage banking activities
1,113

 
1,218

Other income
331

 
176

Total noninterest income
14,970

 
13,831

Noninterest expense
 
 
 
Salaries and benefits
16,657

 
14,182

Commissions
2,050

 
1,895

Net occupancy
2,665

 
2,100

Equipment
993

 
776

Data processing
2,058

 
1,281

Professional fees
1,239

 
1,020

Marketing and advertising
379

 
538

Deposit insurance premiums
402

 
447

Intangible expenses
759

 
766

Acquisition-related costs

 
214

Integration costs

 
6

Other expense
4,828

 
3,714

Total noninterest expense
32,030

 
26,939

Income before income taxes
14,778

 
10,089

Income taxes
3,922

 
2,800

Net income
$
10,856

 
$
7,289

Net income per share:
 
 
 
Basic
$
0.41

 
$
0.37

Diluted
0.41

 
0.37

Dividends declared
0.20

 
0.20

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

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UNIVEST CORPORATION OF PENNSYLVANIA
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
Three Months Ended March 31,
(Dollars in thousands)
2017
 
2016
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
 
Before
Tax
Amount
 
Tax
Expense
(Benefit)
 
Net of
Tax
Amount
Income
$
14,778

 
$
3,922

 
$
10,856

 
$
10,089

 
$
2,800

 
$
7,289

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized gains on available-for-sale investment securities:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized holding gains arising during the period
420

 
147

 
273

 
2,218

 
776

 
1,442

Less: reclassification adjustment for net gains on sales realized in net income (1)
(15
)
 
(5
)
 
(10
)
 
(44
)
 
(15
)
 
(29
)
Total net unrealized gains on available-for-sale investment securities
405

 
142

 
263

 
2,174

 
761

 
1,413

Net unrealized gains (losses) on interest rate swaps used in cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
Net unrealized holding gains (losses) arising during the period
7

 
2

 
5

 
(626
)
 
(219
)
 
(407
)
Less: reclassification adjustment for net losses realized in net income (2)
71

 
25

 
46

 
81

 
28

 
53

Total net unrealized gains (losses) on interest rate swaps used in cash flow hedges
78

 
27

 
51

 
(545
)
 
(191
)
 
(354
)
Defined benefit pension plans:
 
 
 
 
 
 
 
 
 
 
 
Amortization of net actuarial loss included in net periodic pension costs (3)
299

 
105

 
194

 
329

 
115

 
214

Accretion of prior service cost included in net periodic pension costs (3)
(70
)
 
(24
)
 
(46
)
 
(71
)
 
(25
)
 
(46
)
Total defined benefit pension plans
229

 
81

 
148

 
258

 
90

 
168

Other comprehensive income
712

 
250

 
462

 
1,887

 
660

 
1,227

Total comprehensive income
$
15,490

 
$
4,172

 
$
11,318

 
$
11,976

 
$
3,460

 
$
8,516

 
 
 
 
 
 
 
 
 
 
 
 
(1) Included in net gain on sales of investment securities on the consolidated statements of income (before tax amount).
(2) Included in interest expense on deposits on the consolidated statements of income (before tax amount).
(3) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (before tax amount). See Note 6—Retirement Plans and Other Postretirement Benefits for additional details.

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

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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
Three Months Ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
26,589,353

 
$
144,559

 
$
230,494

 
$
194,516

 
$
(19,454
)
 
$
(44,906
)
 
$
505,209

Net income

 

 

 
10,856

 

 

 
10,856

Other comprehensive income, net of income tax

 

 

 

 
462

 

 
462

Cash dividends declared ($0.20 per share)

 

 

 
(5,322
)
 

 

 
(5,322
)
Stock issued under dividend reinvestment and employee stock purchase plans
20,944

 

 
16

 

 

 
601

 
617

Exercise of stock options
47,704

 

 
(62
)
 

 

 
923

 
861

Repurchase of cancelled restricted stock awards
(13,125
)
 

 
246

 

 

 
(246
)
 

Stock-based compensation

 

 
831

 

 

 

 
831

Purchases of treasury stock
(57,804
)
 

 

 

 

 
(1,634
)
 
(1,634
)
Restricted stock awards granted
58,448

 

 
(1,134
)
 

 

 
1,134

 

Balance at March 31, 2017
26,645,520

 
$
144,559

 
$
230,391

 
$
200,050

 
$
(18,992
)
 
$
(44,128
)
 
$
511,880

(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
Three Months Ended March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
19,530,930

 
$
110,271

 
$
121,280

 
$
193,446

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

Net income

 

 

 
7,289

 

 

 
7,289

Other comprehensive income, net of income tax

 

 

 

 
1,227

 

 
1,227

Cash dividends declared ($0.20 per share)

 

 

 
(3,908
)
 

 

 
(3,908
)
Stock issued under dividend reinvestment and employee stock purchase plans
30,121

 

 
8

 

 

 
609

 
617

Exercise of stock options
14,167

 

 
9

 

 

 
265

 
274

Repurchase of cancelled restricted stock awards
(14,250
)
 

 
241

 

 

 
(241
)
 

Stock-based compensation

 

 
451

 

 

 

 
451

Purchases of treasury stock
(26,750
)
 

 

 

 

 
(521
)
 
(521
)
Restricted stock awards granted
58,580

 

 
(1,083
)
 

 

 
1,083

 

Balance at March 31, 2016
19,592,798

 
$
110,271

 
$
120,906

 
$
196,827

 
$
(15,481
)
 
$
(45,520
)
 
$
367,003

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

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Table of Contents

UNIVEST CORPORATION OF PENNSYLVANIA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Three Months Ended March 31,
(Dollars in thousands)
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
10,856

 
$
7,289

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for loan and lease losses
2,445

 
326

Depreciation of premises and equipment
1,192

 
946

Net amortization of investment securities premiums and discounts
515

 
320

Net gain on sales of investment securities
(15
)
 
(44
)
Net gain on mortgage banking activities
(1,113
)
 
(1,218
)
Bank owned life insurance income
(783
)
 
(470
)
Net accretion of acquisition accounting fair value adjustments
(764
)
 
(100
)
Stock-based compensation
831

 
451

Intangible expenses
759

 
766

Other adjustments to reconcile net income to cash provided by operating activities
(130
)
 
5

Deferred tax expense
1,087

 
905

Originations of loans held for sale
(24,828
)
 
(44,414
)
Proceeds from the sale of loans held for sale
30,568

 
46,003

Contributions to pension and other postretirement benefit plans
(69
)
 
(60
)
Decrease (increase) in accrued interest receivable and other assets
851

 
(2,503
)
Increase in accrued interest payable and other liabilities
(3,715
)
 
(1,469
)
Net cash provided by operating activities
17,687

 
6,733

Cash flows from investing activities:
 
 
 
Net capital expenditures
(2,299
)
 
(2,177
)
Proceeds from maturities and calls of securities held-to-maturity
10,026

 
4,000

Proceeds from maturities and calls of securities available-for-sale
18,782

 
18,693

Proceeds from sales of securities available-for-sale
1,762

 
53,181

Purchases of investment securities held-to-maturity
(18,209
)
 

Purchases of investment securities available-for-sale
(9,009
)
 
(32,573
)
Net (increase) decrease in other investments
(453
)
 
118

Net increase in loans and leases
(56,550
)
 
(7,507
)
Net (increase) decrease in interest-earning deposits
(3,987
)
 
21,156

Proceeds from sales of other real estate owned
2,039

 

Proceeds from bank owned life insurance
211

 

Net cash (used in) provided by investing activities
(57,687
)
 
54,891

Cash flows from financing activities:
 
 
 
Net increase (decrease) in deposits
108,543

 
(59,934
)
Net (decrease) increase in short-term borrowings
(116,805
)
 
1,640

Proceeds from issuance of long-term debt
55,000

 

Payment of contingent consideration on acquisitions
(5,284
)
 
(900
)
Purchases of treasury stock
(1,634
)
 
(521
)
Stock issued under dividend reinvestment and employee stock purchase plans
617

 
617

Proceeds from exercise of stock options
861

 
274

Cash dividends paid
(5,310
)
 
(3,896
)
Net cash provided by (used in) financing activities
35,988

 
(62,720
)
Net decrease in cash and due from banks
(4,012
)
 
(1,096
)
Cash and due from banks at beginning of year
48,757

 
32,356

Cash and due from banks at end of period
$
44,745

 
$
31,260

Supplemental disclosures of cash flow information:
 
 
 
Cash paid for interest
$
4,729

 
$
3,113

Cash paid for income taxes, net of refunds
157

 
685

Non cash transactions:
 
 
 
Transfer of loans to other real estate owned
$
653

 
$
1,797

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

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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 three-month period ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017. 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, 2016, 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, servicing rights, deferred tax assets and liabilities, benefit plans and stock-based compensation expense.
Recent Accounting Pronouncements
In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." The amendments in this ASU require that an employer that sponsors defined benefit pension plans and other postretirement plans, present the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. Other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. The amendments also allow only the service cost component to be eligible for capitalization, when applicable. This ASU is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods, or January 1, 2018 for the Corporation. This ASU should be applied retrospectively for the presentation requirements and prospectively for the capitalization of the service cost component requirements. The amendments allow a practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. Disclosure that the practical expedient was used is required. The Corporation does not expect the adoption of this ASU will have a material impact on the Corporation's financial statements.
In January 2017, the FASB issued ASU No. 2017-04, "Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." This ASU eliminates Step 2 of the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Public business entities that are SEC filers should adopt the amendments in this ASU for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or for the Corporation's goodwill impairment test in 2020. Early adoption is permitted for

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goodwill impairment tests with measurement dates after January 1, 2017. The Corporation does not expect the adoption of this ASU will have a material impact on the Corporation's financial statements.
In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business." The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current implementation guidance in Topic 805, there are three elements of a business – inputs, processes, and outputs. While an integrated set of assets and activities (collectively referred to as a “set”) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs. The amendments in this ASU provide a screen to determine when a set is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output, and (2) remove the evaluation of whether a market participant could replace missing elements. The ASU provides a framework to assist entities in evaluating whether both an input and a substantive process are present. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, or January 1, 2018 for the Corporation. The amendments in this ASU should be applied prospectively on or after the effective date. The Corporation does not anticipate the adoption of this ASU will have a material impact on the Corporation's financial statements.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU requires 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.
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" 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 ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." This ASU addresses 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

8

Table of Contents

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. At March 31, 2017, the Corporation's equity portfolio had a carrying value of $941 thousand which included an unrealized net gain of $532 thousand. This unrealized net gain, net of income taxes, amounted to $345 thousand and was recorded in accumulated other comprehensive income. Upon implementation using the prospective approach, the balance in accumulated other comprehensive income will be reclassed to retained earnings. The carrying value of the equity securities, upon implementation, will not change; however, any future increases or decreases in fair value will be recorded as an increase or decrease to the carrying value and recognized in non-interest income.
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." This ASU 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 ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross Versus Net),” which instructs 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 ASU No. 2016-10, “Identifying Performance Obligations and Licensing" to provide clarification on these areas. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients” providing some limited improvements and practical expedients. The original effective date of the guidance relating to revenue from contracts with customers was deferred by one year as a result of the issuance of ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which was issued by the FASB in August 2015. This guidance is 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.

9

Table of Contents

Note 2. 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 March 31, 2017 and December 31, 2016, by contractual maturity within each type:
 
At March 31, 2017
 
At December 31, 2016
(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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After 1 year to 5 years
$
5,000

 
$

 
$
(8
)
 
$
4,992

 
$

 
$

 
$

 
$

 
5,000

 

 
(8
)
 
4,992

 

 

 

 

Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After 5 years to 10 years
4,959

 
2

 

 
4,961

 

 

 

 

Over 10 years
13,066

 
16

 
(9
)
 
13,073

 
5,071

 

 
(3
)
 
5,068

 
18,025

 
18

 
(9
)
 
18,034

 
5,071

 

 
(3
)
 
5,068

Corporate bonds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
10,002

 

 
(6
)
 
9,996

 
19,810

 
2

 
(9
)
 
19,803


10,002

 

 
(6
)
 
9,996

 
19,810

 
2

 
(9
)
 
19,803

Total
$
33,027

 
$
18

 
$
(23
)
 
$
33,022

 
$
24,881

 
$
2

 
$
(12
)
 
$
24,871

Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
$
15,000

 
$
6

 
$

 
$
15,006

 
$
15,000

 
$
20

 
$

 
$
15,020

After 1 year to 5 years
17,220

 
2

 
(24
)
 
17,198

 
17,265

 

 
(19
)
 
17,246


32,220

 
8

 
(24
)
 
32,204

 
32,265

 
20

 
(19
)
 
32,266

State and political subdivisions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
2,105

 

 

 
2,105

 
964

 

 
(1
)
 
963

After 1 year to 5 years
18,122

 
67

 
(24
)
 
18,165

 
18,705

 
38

 
(75
)
 
18,668

After 5 years to 10 years
54,737

 
955

 
(250
)
 
55,442

 
55,541

 
829

 
(426
)
 
55,944

Over 10 years
8,855

 
138

 
(79
)
 
8,914

 
12,663

 
226

 
(114
)
 
12,775


83,819

 
1,160

 
(353
)
 
84,626

 
87,873

 
1,093

 
(616
)
 
88,350

Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After 1 year to 5 years
5,628

 
6

 
(46
)
 
5,588

 
6,086

 

 
(66
)
 
6,020

After 5 years to 10 years
31,927

 
1

 
(771
)
 
31,157

 
23,479

 

 
(622
)
 
22,857

Over 10 years
157,202

 
95

 
(3,663
)
 
153,634

 
174,388

 
99

 
(4,794
)
 
169,693


194,757

 
102

 
(4,480
)
 
190,379

 
203,953

 
99

 
(5,482
)
 
198,570

Collateralized mortgage obligations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Over 10 years
4,390

 

 
(89
)
 
4,301

 
4,659

 

 
(105
)
 
4,554


4,390

 

 
(89
)
 
4,301

 
4,659

 

 
(105
)
 
4,554

Corporate bonds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within 1 year
7,032

 

 
(24
)
 
7,008

 
250

 

 

 
250

After 1 year to 5 years
29,773

 
61

 
(154
)
 
29,680

 
35,923

 
34

 
(241
)
 
35,716

After 5 years to 10 years
15,187

 

 
(396
)
 
14,791

 
15,193

 

 
(516
)
 
14,677

Over 10 years
60,000

 

 
(3,612
)
 
56,388

 
60,000

 
27

 
(2,472
)
 
57,555


111,992

 
61

 
(4,186
)
 
107,867

 
111,366

 
61

 
(3,229
)
 
108,198

Money market mutual funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No stated maturity
11,294

 

 

 
11,294

 
10,784

 

 

 
10,784


11,294

 

 

 
11,294

 
10,784

 

 

 
10,784

Equity securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No stated maturity
409

 
533

 
(1
)
 
941

 
411

 
504

 

 
915


409

 
533

 
(1
)
 
941

 
411

 
504

 

 
915

Total
$
438,881

 
$
1,864

 
$
(9,133
)
 
$
431,612

 
$
451,311

 
$
1,777

 
$
(9,451
)
 
$
443,637



10

Table of Contents

Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties and mortgage-backed securities typically prepay at a rate faster than contractually due. Unrealized losses in investment securities at March 31, 2017 and December 31, 2016 do not represent other-than-temporary impairments in management's judgment.
Securities with a carrying value of $355.3 million and $356.7 million at March 31, 2017 and December 31, 2016, respectively, were pledged to secure public deposits and other contractual obligations. In addition, securities of $1.4 million were pledged to secure credit derivatives and interest rate swaps at March 31, 2017 and December 31, 2016. See Note 10, "Derivative Instruments and Hedging Activities" for additional information.
The following table presents information related to sales of securities available-for-sale during the three months ended March 31, 2017 and 2016:
 
Three Months Ended March 31,
(Dollars in thousands)
2017
 
2016
Securities available-for-sale:
 
 
 
Proceeds from sales
$
1,762

 
$
53,181

Gross realized gains on sales
15

 
106

Gross realized losses on sales

 
62

Tax expense related to net realized gains on sales
5

 
15

    
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 credit rating of each security. 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 three months ended March 31, 2017 and 2016.
At March 31, 2017 and December 31, 2016, there were no investments in any single non-federal issuer representing more than 10% of shareholders’ equity.

11

Table of Contents

The following table shows the fair value of securities that were in an unrealized loss position at March 31, 2017 and December 31, 2016 by the length of time those securities were in a continuous loss position. For the investment securities in an unrealized loss position, the Corporation has concluded, based on its analysis, that the unrealized losses are primarily caused by the movement of interest rates and current market conditions. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the par value of the investment. It is more likely than not that the Corporation will not be required to sell the investment before a recovery of carrying value.
 
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 March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
4,992

 
$
(8
)
 
$

 
$

 
$
4,992

 
$
(8
)
Residential mortgage-backed securities
5,000

 
(9
)
 

 

 
5,000

 
(9
)
Corporate bonds
4,995

 
(6
)
 

 

 
4,995

 
(6
)
Total
$
14,987

 
$
(23
)
 
$

 
$

 
$
14,987

 
$
(23
)
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
11,837

 
$
(24
)
 
$

 
$

 
$
11,837

 
$
(24
)
State and political subdivisions
22,082

 
(344
)
 
1,706

 
(9
)
 
23,788

 
(353
)
Residential mortgage-backed securities
180,647

 
(4,480
)
 

 

 
180,647

 
(4,480
)
Collateralized mortgage obligations
1,885

 
(14
)
 
2,416

 
(75
)
 
4,301

 
(89
)
Corporate bonds
66,728

 
(2,025
)
 
32,839

 
(2,161
)
 
99,567

 
(4,186
)
Equity securities
3

 
(1
)
 

 

 
3

 
(1
)
Total
$
283,182

 
$
(6,888
)
 
$
36,961

 
$
(2,245
)
 
$
320,143

 
$
(9,133
)
At December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Securities Held-to-Maturity
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities
$
5,068

 
$
(3
)
 
$

 
$

 
$
5,068

 
$
(3
)
Corporate bonds
9,779

 
(9
)
 

 

 
9,779

 
(9
)
Total
$
14,847

 
$
(12
)
 
$

 
$

 
$
14,847

 
$
(12
)
Securities Available-for-Sale
 
 
 
 
 
 
 
 
 
 
 
U.S. government corporations and agencies
$
11,850

 
$
(19
)
 
$

 
$

 
$
11,850

 
$
(19
)
State and political subdivisions
40,771

 
(610
)
 
423

 
(6
)
 
41,194

 
(616
)
Residential mortgage-backed securities
192,782

 
(5,482
)
 

 

 
192,782

 
(5,482
)
Collateralized mortgage obligations
2,012

 
(26
)
 
2,542

 
(79
)
 
4,554

 
(105
)
Corporate bonds
58,535

 
(1,333
)
 
33,104

 
(1,896
)
 
91,639

 
(3,229
)
Total
$
305,950

 
$
(7,470
)
 
$
36,069

 
$
(1,981
)
 
$
342,019

 
$
(9,451
)

12

Table of Contents

Note 3. Loans and Leases
Summary of Major Loan and Lease Categories
 
At March 31, 2017
(Dollars in thousands)
Originated
 
Acquired
 
Total
Commercial, financial and agricultural
$
750,342

 
$
90,629

 
$
840,971

Real estate-commercial
1,013,978

 
389,690

 
1,403,668

Real estate-construction
170,178

 
11,409

 
181,587

Real estate-residential secured for business purpose
180,830

 
111,402

 
292,232

Real estate-residential secured for personal purpose
220,543

 
74,889

 
295,432

Real estate-home equity secured for personal purpose
154,363

 
12,736

 
167,099

Loans to individuals
27,915

 
148

 
28,063

Lease financings
132,864

 

 
132,864

Total loans and leases held for investment, net of deferred income
$
2,651,013

 
$
690,903

 
$
3,341,916

Unearned lease income, included in the above table
$
(15,524
)
 
$

 
$
(15,524
)
Net deferred costs, included in the above table
4,418

 

 
4,418

Overdraft deposits included in the above table
73

 

 
73


 
At December 31, 2016
(Dollars in thousands)
Originated
 
Acquired
 
Total
Commercial, financial and agricultural
$
663,221

 
$
160,045

 
$
823,266

Real estate-commercial
909,581

 
465,368

 
1,374,949

Real estate-construction
142,891

 
31,953

 
174,844

Real estate-residential secured for business purpose
151,931

 
142,137

 
294,068

Real estate-residential secured for personal purpose
210,377

 
80,431

 
290,808

Real estate-home equity secured for personal purpose
147,982

 
14,857

 
162,839

Loans to individuals
30,110

 
263

 
30,373

Lease financings
134,739

 

 
134,739

Total loans and leases held for investment, net of deferred income
$
2,390,832

 
$
895,054

 
$
3,285,886

Unearned lease income, included in the above table
$
(15,970
)
 
$

 
$
(15,970
)
Net deferred costs, included in the above table
4,503

 

 
4,503

Overdraft deposits included in the above table
84

 

 
84

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 March 31, 2017 totaled $690.9 million, including $535.7 million of loans from the Fox Chase acquisition and $155.2 million from the Valley Green Bank acquisition. At March 31, 2017, loans acquired with deteriorated credit quality, or acquired credit impaired loans, were $5.8 million from the Fox Chase acquisition and $788 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 March 31, 2017 and December 31, 2016 were as follows:
(Dollars in thousands)
At March 31, 2017
 
At December 31, 2016
Outstanding principal balance
$
8,007

 
$
8,993

Carrying amount
6,616

 
7,352

Allowance for loan losses

 


13

Table of Contents

The following table presents the changes in accretable yield on acquired credit impaired loans:
 
Three Months Ended March 31,
(Dollars in thousands)
2017
 
2016
Beginning of period
$
50

 
$
144

Reclassification from nonaccretable discount
107

 
46

Accretable discount amortized to interest income
(116
)
 
(74
)
Disposals
(4
)
 

End of period
$
37

 
$
116



14

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 March 31, 2017 and December 31, 2016:
(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 March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
1,466

 
$

 
$
1,548

 
$
3,014

 
$
837,397

 
$
560

 
$
840,971

 
$

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
4,606

 
47

 
1,466

 
6,119

 
1,392,288

 
5,261

 
1,403,668

 

Construction

 
365

 

 
365

 
181,222

 

 
181,587

 

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
1,700

 
1,227

 
1,328

 
4,255

 
287,395

 
582

 
292,232

 

Residential secured for personal purpose
2,125

 

 
767

 
2,892

 
292,327

 
213

 
295,432

 
508

Home equity secured for personal purpose
471

 
343

 
459

 
1,273

 
165,826

 

 
167,099

 
109

Loans to individuals
266

 
38

 
142

 
446

 
27,617

 

 
28,063

 
142

Lease financings
5,948

 
822

 
5,721

 
12,491

 
120,373

 

 
132,864

 
160

Total
$
16,582

 
$
2,842

 
$
11,431

 
$
30,855

 
$
3,304,445

 
$
6,616

 
$
3,341,916

 
$
919

At December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
1,536

 
$
256

 
$
1,335

 
$
3,127

 
$
819,550

 
$
589

 
$
823,266

 
$

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
1,482

 
1,560

 
2,591

 
5,633

 
1,363,606

 
5,710

 
1,374,949

 

Construction
202

 

 

 
202

 
174,642

 

 
174,844

 

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
1,390

 
428

 
1,539

 
3,357

 
289,927

 
784

 
294,068

 

Residential secured for personal purpose
3,243

 
905

 
879

 
5,027

 
285,512

 
269

 
290,808

 
481

Home equity secured for personal purpose
717

 
142

 
521

 
1,380

 
161,459

 

 
162,839

 
171

Loans to individuals
324

 
95

 
142

 
561

 
29,812

 

 
30,373

 
142

Lease financings
1,731

 
1,418

 
729

 
3,878

 
130,861

 

 
134,739

 
193

Total
$
10,625

 
$
4,804

 
$
7,736

 
$
23,165

 
$
3,255,369

 
$
7,352

 
$
3,285,886

 
$
987



15

Table of Contents

Non-Performing Loans and Leases
The following presents, by class of loans and leases, non-performing loans and leases at March 31, 2017 and December 31, 2016:
 
At March 31, 2017
 
At December 31, 2016
(Dollars in thousands)
Nonaccrual
Loans and
Leases*
 
Accruing
Troubled
Debt
Restructured
Loans and
Lease
Modifications
 
Loans and
Leases
90 Days
or more
Past Due
and
Accruing
Interest
 
Total Non-
Performing
Loans and
Leases
 
Nonaccrual
Loans and
Leases*
 
Accruing
Troubled
Debt
Restructured
Loans and
Lease
Modifications
 
Loans and
Leases
90 Days
or more
Past Due
and
Accruing
Interest
 
Total Non-
Performing
Loans and
Leases
Commercial, financial and agricultural
$
5,305

 
$
954

 
$

 
$
6,259

 
$
5,746

 
$
967

 
$

 
$
6,713

Real estate—commercial real estate and construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
4,133

 
1,506

 

 
5,639

 
5,651

 
1,519

 

 
7,170

Real estate—residential and home equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential secured for business purpose
3,845

 
316

 

 
4,161

 
4,898

 
766

 

 
5,664

Residential secured for personal purpose
514

 
42

 
508

 
1,064

 
560

 

 
481

 
1,041

Home equity secured for personal purpose
498

 

 
109

 
607

 
525

 

 
171

 
696

Loans to individuals

 

 
142

 
142

 

 

 
142

 
142

Lease financings
5,561

 

 
160

 
5,721

 
536

 

 
193

 
729

Total
$
19,856

 
$
2,818

 
$
919

 
$
23,593

 
$
17,916

 
$
3,252

 
$
987

 
$
22,155

 * Includes nonaccrual troubled debt restructured loans and lease modifications of $1.7 million and $1.8 million at March 31, 2017 and December 31, 2016, respectively.

The increase in nonaccrual lease financings represents software leases totaling $5.0 million under a vendor referral program. These leases are personally guaranteed by high net worth individuals. During the first quarter of 2017, the lessees stopped making payments due to disputes with the vendor, and Univest Capital, Inc., a subsidiary of the Corporation, filed legal complaints to pursue collection of all amounts owed. A complaint was subsequently filed against Univest Capital Inc. and certain other defendants on March 28, 2017 by one of the lessees in federal court in Texas seeking, among other things, class action certification and a declaration that the contracts and related guarantees are null and void. Univest Capital, Inc. has not been served with the complaint, and the plaintiff has been directed to file an amended complaint on or before May 5, 2017. As of the filing date, the outcome of the matter is neither probable nor estimable.
Credit Quality Indicators
The following tables present by class, the recorded investment in loans and leases held for investment by credit quality indicator at March 31, 2017 and December 31, 2016.
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.

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


16

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 March 31, 2017
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
1,579

 
$

 
$
16,754

 
$

 
$
18,333

3. Strong
11,641

 
2,001

 

 

 
13,642

4. Satisfactory
16,479

 
39,513

 

 
361

 
56,353

5. Acceptable
552,555

 
767,428

 
116,973

 
156,111

 
1,593,067

6. Pre-watch
135,055

 
145,103

 
35,726

 
15,955

 
331,839

7. Special Mention
6,454

 
22,757

 
360

 
2,172

 
31,743

8. Substandard
26,579

 
37,176

 
365

 
6,231

 
70,351

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
750,342

 
$
1,013,978

 
$
170,178

 
$
180,830

 
$
2,115,328

At December 31, 2016
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
272

 
$

 
$
13,714

 
$
162

 
$
14,148

3. Strong
14,980

 
2,045

 

 

 
17,025

4. Satisfactory
35,529

 
38,861

 

 
367

 
74,757

5. Acceptable
465,675

 
676,212

 
110,650

 
133,716

 
1,386,253

6. Pre-watch
113,499

 
128,646

 
18,213

 
12,025

 
272,383

7. Special Mention
8,820

 
22,439

 
314

 
1,199

 
32,772

8. Substandard
24,446

 
41,378

 

 
4,462

 
70,286

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
663,221

 
$
909,581

 
$
142,891

 
$
151,931

 
$
1,867,624


17

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 March 31, 2017
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$

 
$

 
$

 
$

 
$

3. Strong

 

 

 

 

4. Satisfactory
4,385

 
825

 

 

 
5,210

5. Acceptable
66,009

 
242,512

 
3,616

 
90,179

 
402,316

6. Pre-watch
13,129

 
128,832

 
7,793

 
15,701

 
165,455

7. Special Mention
1,774

 
6,715

 

 
2,229

 
10,718

8. Substandard
5,332

 
10,806

 

 
3,293

 
19,431

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
90,629

 
$
389,690

 
$
11,409

 
$
111,402

 
$
603,130

December 31, 2016
 
 
 
 
 
 
 
 
 
Grade:
 
 
 
 
 
 
 
 
 
1. Cash secured/ 2. Fully secured
$
583

 
$

 
$

 
$

 
$
583

3. Strong

 

 

 

 

4. Satisfactory
4,399

 
1,018

 

 

 
5,417

5. Acceptable
113,512

 
282,199

 
20,565

 
117,322

 
533,598

6. Pre-watch
31,697

 
163,623

 
11,388

 
14,405

 
221,113

7. Special Mention
73

 
7,705

 

 
6,245

 
14,023

8. Substandard
9,781

 
10,823

 

 
4,165

 
24,769

9. Doubtful

 

 

 

 

10.Loss

 

 

 

 

Total
$
160,045

 
$
465,368

 
$
31,953

 
$
142,137

 
$
799,503

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 and leases 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.
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 March 31, 2017
 
 
 
 
 
 
 
 
 
Performing
$
220,036

 
$
153,756

 
$
27,773

 
$
127,143

 
$
528,708

Nonperforming
507

 
607

 
142

 
5,721

 
6,977

Total
$
220,543

 
$
154,363

 
$
27,915

 
$
132,864

 
$
535,685

At December 31, 2016
 
 
 
 
 
 
 
 
 
Performing
$
210,208

 
$
147,286

 
$
29,968

 
$
134,010

 
$
521,472

Nonperforming
169

 
696

 
142

 
729

 
1,736

Total
$
210,377

 
$
147,982

 
$
30,110

 
$
134,739

 
$
523,208



18

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 March 31, 2017
 
 
 
 
 
 
 
 
 
Performing
$
74,332

 
$
12,736

 
$
148

 
$

 
$
87,216

Nonperforming
557

 

 

 

 
557

Total
$
74,889

 
$
12,736

 
$
148

 
$

 
$
87,773

At December 31, 2016
 
 
 
 
 
 
 
 
 
Performing
$
79,559

 
$
14,857

 
$
263

 
$

 
$
94,679

Nonperforming
872

 

 

 

 
872

Total
$
80,431

 
$
14,857

 
$
263

 
$

 
$
95,551

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 months ended March 31, 2017 and 2016:
(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 March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
7,037

 
$
7,505

 
$
774

 
$
993

 
$
364

 
$
788

 
$
38

 
$
17,499

Charge-offs
(178
)
 

 
(42
)
 
(94
)
 
(126
)
 
(257
)
 
N/A

 
(697
)
Recoveries
187

 
3

 
10

 
17

 
35

 
29

 
N/A

 
281

Provision (recovery of provision)
844

 
116

 
603

 
82

 
62

 
769

 
(34
)
 
2,442

Provision for acquired credit impaired loans

 

 

 
3

 

 

 

 
3

Ending balance
$
7,890

 
$
7,624

 
$
1,345

 
$
1,001

 
$
335

 
$
1,329

 
$
4

 
$
19,528

Three Months Ended March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
6,418

 
$
6,572

 
$
763

 
$
1,575

 
$
346

 
$
1,042

 
$
912

 
$
17,628

Charge-offs
(1,481
)
 
(26
)
 
(238
)
 
(46
)
 
(76
)
 
(205
)
 
N/A

 
(2,072
)
Recoveries
450

 
7

 
19

 
17

 
33

 
44

 
N/A

 
570

Provision (recovery of provision)
243

 
(82
)
 
203

 
(233
)
 
53

 
41

 
102

 
327

Recovery of provision for acquired credit impaired loans

 

 

 
(1
)
 

 

 

 
(1
)
Ending balance
$
5,630

 
$
6,471

 
$
747

 
$
1,312

 
$
356

 
$
922

 
$
1,014

 
$
16,452

N/A – Not applicable


19

Table of Contents

(Dollars in thousands)
Commercial,
Financial
and
Agricultural
 
Real Estate—
Commercial
and
Construction
 
Real Estate—
Residential
Secured for
Business
Purpose
 
Real Estate—
Residential
and Home
Equity
Secured for
Personal
Purpose
 
Loans to
Individuals
 
Lease
Financings
 
Unallocated
 
Total
At March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
8

 
$
26

 
$
364

 
$
1

 
$

 
$
580

 
N/A

 
$
979

Ending balance: collectively evaluated for impairment
7,882

 
7,598

 
981

 
1,000

 
335

 
749

 
4

 
18,549

Total ending balance
$
7,890

 
$
7,624

 
$
1,345

 
$
1,001

 
$
335

 
$
1,329

 
$
4

 
$
19,528

Loans and leases held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
9,524

 
$
21,658

 
$
5,178

 
$
1,054

 
$

 
$
5,021

 
 
 
$
42,435

Ending balance: collectively evaluated for impairment
740,818

 
1,160,406

 
175,652

 
373,852

 
27,915

 
127,843

 
 
 
2,606,486

Loans measured at fair value

 
2,092

 

 

 

 

 
 
 
2,092

Acquired non-credit impaired loans
90,069

 
395,838

 
110,820

 
87,412

 
148

 

 
 
 
684,287

Acquired credit impaired loans
560

 
5,261

 
582

 
213

 

 

 
 
 
6,616

Total ending balance
$
840,971

 
$
1,585,255

 
$
292,232

 
$
462,531

 
$
28,063

 
$
132,864

 
 
 
$
3,341,916

At March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reserve for loan and lease losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
151

 
$
140

 
$
20

 
$
30

 
$

 
$

 
N/A

 
$
341

Ending balance: collectively evaluated for impairment
5,479

 
6,323

 
727

 
1,282

 
356

 
922

 
1,014

 
16,103

Ending balance: acquired credit impaired loans evaluated for impairment

 
8

 

 

 

 

 

 
8

Total ending balance
$
5,630

 
$
6,471

 
$
747

 
$
1,312

 
$
356

 
$
922

 
$
1,014

 
$
16,452

Loans and leases held for investment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance: individually evaluated for impairment
$
12,977

 
$
29,375

 
$
3,618

 
$
504

 
$

 
$

 
 
 
$
46,474

Ending balance: collectively evaluated for impairment
473,135

 
821,684

 
99,973

 
314,885

 
28,140

 
125,814

 
 
 
1,863,631

Acquired non-credit impaired loans
21,207

 
122,415

 
113,923

 
14,058

 
281

 

 
 
 
271,884

Acquired credit impaired loans

 
517

 
750

 

 

 

 
 
 
1,267

Total ending balance
$
507,319

 
$
973,991

 
$
218,264

 
$
329,447

 
$
28,421

 
$
125,814

 
 
 
$
2,183,256

N/A – Not applicable
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 acquisition measurement period, the present value of any decreases in expected cash flows of acquired credit impaired loans will generally result in an impairment charge recorded as a provision for loan loss, resulting in an increase to the allowance.

20

Table of Contents

Impaired Loans
The following presents, by class of loans, the recorded investment and unpaid principal balance of impaired loans, the amounts of the impaired loans for which there is not a reserve for credit losses and the amounts for which there is a reserve for credit losses at March 31, 2017 and December 31, 2016. The impaired loans exclude acquired credit impaired loans.
 
At March 31, 2017
 
At December 31, 2016
(Dollars in thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Reserve
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Reserve
Impaired loans with no related reserve recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
9,437

 
$
10,960

 
 
 
$
10,911

 
$
12,561

 
 
Real estate—commercial real estate
21,062

 
21,906

 
 
 
24,469

 
25,342

 
 
Real estate—residential secured for business purpose
3,937

 
4,338

 
 
 
5,704

 
6,253

 
 
Real estate—residential secured for personal purpose
556

 
596

 
 
 
560

 
594

 
 
Real estate—home equity secured for personal purpose
441

 
445

 
 
 
525

 
528

 
 
Total impaired loans with no related reserve recorded
$
35,433

 
$
38,245

 
 
 
$
42,169

 
$
45,278

 
 
Impaired loans with a reserve recorded:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
87

 
$
211

 
$
8

 
$
166

 
$
166

 
$
19

Real estate—commercial real estate
596

 
596

 
26

 
597

 
597

 
25

Real estate—residential secured for business purpose
1,241

 
1,519

 
364

 
983

 
1,105

 
191

Real estate—home equity secured for personal purpose
57

 
57

 
1

 

 

 

Total impaired loans with a reserve recorded
$
1,981

 
$
2,383

 
$
399

 
$
1,746

 
$
1,868

 
$
235


 
At March 31, 2017
 
At December 31, 2016
(Dollars in thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Reserve
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Reserve
Total impaired loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
$
9,524

 
$
11,171

 
$
8

 
$
11,077

 
$
12,727

 
$
19

Real estate—commercial real estate
21,658

 
22,502

 
26

 
25,066

 
25,939

 
25

Real estate—residential secured for business purpose
5,178

 
5,857

 
364

 
6,687

 
7,358

 
191

Real estate—residential secured for personal purpose
556

 
596

 

 
560

 
594

 

Real estate—home equity secured for personal purpose
498

 
502

 
1

 
525

 
528

 

Total impaired loans
$
37,414

 
$
40,628

 
$
399

 
$
43,915

 
$
47,146

 
$
235

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 $20.3 million and $23.3 million at March 31, 2017 and December 31, 2016, respectively. Specific reserves on other accruing impaired loans were $650 thousand and $84 thousand at March 31, 2017 and December 31, 2016, respectively.

21

Table of Contents

The following presents by class of loans, the average recorded investment in impaired loans and an analysis of interest on impaired loans. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Therefore, interest income on accruing impaired loans is recognized using the accrual method. 
 
Three Months Ended March 31, 2017
 
Three Months Ended March 31, 2016
(Dollars in thousands)
Average
Recorded
Investment
 
Interest
Income
Recognized*
 
Additional
Interest Income
That Would
Have Been
Recognized
Under Original
Terms
 
Average
Recorded
Investment
 
Interest
Income
Recognized*
 
Additional
Interest Income
That Would
Have Been
Recognized
Under Original
Terms
Commercial, financial and agricultural
$
11,418

 
$
43

 
$
85

 
$
13,569

 
$
68

 
$
95

Real estate—commercial real estate
23,949

 
233

 
73

 
29,212

 
305

 
70

Real estate—residential secured for business purpose
4,268

 
16

 
44

 
4,273

 
27

 
47

Real estate—residential secured for personal purpose
552

 

 
8

 
568

 
2

 
4

Real estate—home equity secured for personal purpose
525

 

 
5

 
177

 

 
2

Total
$
40,712

 
$
292

 
$
215

 
$
47,799

 
$
402

 
$
218

*
Includes interest income recognized on a cash basis for nonaccrual loans of $1 thousand and $7 thousand for the three months ended March 31, 2017 and 2016, respectively and interest income recognized on the accrual method for accruing impaired loans of $291 thousand and $395 thousand for the three months ended March 31, 2017 and 2016, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
Impaired Leases
The Corporation had impaired leases of $5.0 million with related reserves of $580 thousand at March 31, 2017. The Corporation had no impaired leases at December 31, 2016. See discussion in Non-Performing Loans and Leases.
Troubled Debt Restructured Loans
The following presents, by class of loans, information regarding accruing and nonaccrual loans that were restructured:
 
Three Months Ended March 31, 2017
 
Three Months Ended March 31, 2016
(Dollars in thousands)
Number
of
Loans
 
Pre-
Restructuring
Outstanding
Recorded
Investment
 
Post-
Restructuring
Outstanding
Recorded
Investment
 
Related
Reserve
 
Number
of
Loans
 
Pre-
Restructuring
Outstanding
Recorded
Investment
 
Post-
Restructuring
Outstanding
Recorded
Investment
 
Related
Reserve
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 
$

 
$

 
1

 
$
1,545

 
$
1,545

 
$

Total

 
$

 
$

 
$

 
1

 
$
1,545

 
$
1,545

 
$

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total

 
$

 
$

 
$

 

 
$

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.

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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 months ended March 31, 2017 and 2016.
 
Amortization Period Extension
 
Total Concessions
Granted
(Dollars in thousands)
No. of
Loans
 
Amount
 
No. of
Loans
 
Amount
Three Months Ended March 31, 2017
 
 
 
 
 
 
 
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
Total

 
$

 

 
$

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
Total

 
$

 

 
$

Three Months Ended March 31, 2016
 
 
 
 
 
 
 
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
Commercial, financial and agricultural
1

 
$
1,545

 
1

 
$
1,545

Total
1

 
$
1,545

 
1

 
$
1,545

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
Total

 
$

 

 
$

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 March 31,
 
2017
 
2016
(Dollars in thousands)
Number
of Loans
 
Recorded
Investment
 
Number
of Loans
 
Recorded
Investment
Accruing Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
Commercial, financial and agricultural

 
$

 
1

 
$
50

Total

 
$

 
1

 
$
50

Nonaccrual Troubled Debt Restructured Loans:
 
 
 
 
 
 
 
Total

 
$

 

 
$

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 March 31, 2017 and December 31, 2016:
(Dollars in thousands)
At March 31, 2017
 
At December 31, 2016
Real estate-home equity secured for personal purpose
$
180

 
$
180

Total
$
180

 
$
180

    
The Corporation held no foreclosed consumer residential real estate property at March 31, 2017 and December 31, 2016.
 
 
 
 
Note 4. Goodwill and Other Intangible Assets
The Corporation has covenants not to compete, core deposit and customer-related intangibles and 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 three months ended March 31, 2017 were as follows:
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Consolidated
Balance at December 31, 2016
$
138,476

 
$
15,434

 
$
18,649

 
$
172,559

Addition to goodwill from acquisitions

 

 

 

Balance at March 31, 2017
$
138,476

 
$
15,434

 
$
18,649

 
$
172,559


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Table of Contents

The following table reflects the components of intangible assets at the dates indicated:
 
At March 31, 2017
 
At December 31, 2016
(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

 
$
307

 
$
403

 
$
710

 
$
205

 
$
505

Core deposit intangibles
6,788

 
1,299

 
5,489

 
6,788

 
1,004

 
5,784

Customer related intangibles
12,381

 
8,852

 
3,529

 
12,381

 
8,504

 
3,877

Servicing rights
14,712

 
8,210

 
6,502

 
14,369

 
7,884

 
6,485

Total amortized intangible assets
$
34,591

 
$
18,668

 
$
15,923

 
$
34,248

 
$
17,597

 
$
16,651

The estimated aggregate amortization expense for covenants not to compete and core deposit and customer related intangibles for the remainder of 2017 and the succeeding fiscal years is as follows:
Year
(Dollars in thousands)
Amount
Remainder of 2017
 
$
2,085

2018
 
2,114

2019
 
1,565

2020
 
1,200

2021
 
923

Thereafter
 
1,534

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 $9.8 million and $9.5 million at March 31, 2017 and December 31, 2016, respectively. The fair value of mortgage servicing rights was determined using a discount rate of 10.0% at March 31, 2017, and December 31, 2016. The Corporation also records servicing rights on small business administration (SBA) loans. The value of these servicing rights was $15 thousand at March 31, 2017.
Changes in the servicing rights balance are summarized as follows:
 
Three Months Ended March 31,
(Dollars in thousands)
2017
 
2016
Beginning of period
$
6,485

 
$
5,877

Servicing rights capitalized
343

 
311

Amortization of servicing rights
(326
)
 
(349
)
Changes in valuation allowance

 

End of period
$
6,502

 
$
5,839

Residential mortgage and SBA loans serviced for others
$
972,617

 
$
872,958

There was no activity in the valuation allowance for the three months ended March 31, 2017 and March 31, 2016.
The estimated amortization expense of servicing rights for the remainder of 2017 and the succeeding fiscal years is as follows:
Year
(Dollars in thousands)
Amount
Remainder of 2017
 
$
931

2018
 
818

2019
 
711

2020
 
616

2021
 
533

Thereafter
 
2,893


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Table of Contents

Note 5. Borrowings
The following is a summary of borrowings by type. Short-term borrowings consist of overnight borrowings and term borrowings with an original maturity of one year or less. The long-term debt balances and weighted average interest rates include purchase accounting fair value adjustments, net of related amortization from the Fox Chase acquisition.
 
At March 31, 2017
 
At December 31, 2016
(Dollars in thousands)
Balance at End of Period
 
Weighted Average Interest Rate at End of Period
 
Balance at End of Period
 
Weighted Average Interest Rate at End of Period
Short-term borrowings:
 
 
 
 
 
 
 
FHLB borrowings
$
9,715

 
0.99
%
 
$
91,300

 
0.74
%
Federal funds purchased
45,000

 
1.05

 
80,000

 
0.81

Customer repurchase agreements
24,651

 
0.05

 
24,871

 
0.05

 
 
 
 
 
 
 
 
Long-term debt:
 
 
 
 
 
 
 
FHLB advances
$
150,912

 
1.28
%
 
$
96,248

 
0.94
%
Security repurchase agreements
31,154

 
1.02

 
31,274

 
0.91

 
 
 
 
 
 
 
 
Subordinated notes
$
94,148

 
5.36
%
 
$
94,087

 
5.36
%
The Corporation, through the Bank, has a credit facility with the FHLB with a maximum borrowing capacity of approximately $1.3 billion. Advances from the FHLB are collateralized by a blanket floating lien on all first mortgage loans of the Bank, FHLB capital stock owned by the Bank and any funds on deposit with the FHLB. At March 31, 2017 and December 31, 2016, the Bank had outstanding short-term letters of credit with the FHLB totaling $178.8 million and $148.5 million, respectively, which were utilized to collateralize public funds deposits. The maximum borrowing capacity with the FHLB changes as a function of the Bank’s qualifying collateral assets as well as the FHLB’s internal credit rating of the Bank.    
The Corporation, through the Bank, maintains uncommitted federal fund credit lines with several correspondent banks totaling $327.0 million and $302.0 million at March 31, 2017 and December 31, 2016, respectively. 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 March 31, 2017 and December 31, 2016, the Corporation had no outstanding borrowings from this line.
The Corporation has a $10.0 million line of credit with a correspondent bank. At March 31, 2017, the Corporation had no outstanding borrowings under this line.
Long-term advances with the FHLB of Pittsburgh mature as follows:
(Dollars in thousands)
As of March 31, 2017
 
Weighted Average Rate
Remainder of 2017
$
65,829

 
0.83
%
2018
10,083

 
0.69

2019
10,000

 
1.35

2020
40,000

 
1.70

2021
25,000

 
1.97

Thereafter

 

Total
$
150,912

 
1.28
%
FHLB borrowings totaling $50.8 million that mature in 2017 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.

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Table of Contents

Long-term debt under security repurchase agreements with large commercial banks mature as follows:
(Dollars in thousands)
As of March 31, 2017
 
Weighted Average Rate
Remainder of 2017
$

 
%
2018
10,351

 
0.83

2019
10,380

 
1.11

2020
10,423

 
1.12

2021

 

Thereafter

 

Total
$
31,154

 
1.02
%
Long-term debt under security repurchase agreements totaling $26.0 million are variable based on the one-month LIBOR rate plus a spread; one borrowing for $5.2 million has a fixed interest rate and may be called by the lender based on the underlying agreement.
On April 25, 2017, Kroll Bond Rating Agency ("KBRA") reaffirmed its credit rating for the Corporation and the Bank with a stable outlook. Specifically, KBRA reaffirmed 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 reaffirmed 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-. Additionally, on April 25, 2017, KBRA initiated the Bank's subordinated debt rating of BBB+.
Note 6. 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.
Components of net periodic benefit cost (income) were as follows: 
 
Three Months Ended March 31,
 
2017
 
2016
 
2017
 
2016
(Dollars in thousands)
Retirement Plans
 
Other Post Retirement
Benefits
Service cost
$
151

 
$
171

 
$
12

 
$
12

Interest cost
465

 
518

 
29

 
33

Expected return on plan assets
(753
)
 
(754
)
 

 

Amortization of net actuarial loss
288

 
323

 
11

 
6

Accretion of prior service cost
(70
)
 
(71
)
 

 

Net periodic benefit cost
$
81

 
$
187

 
$
52

 
$
51

 
 
 
 
 
 
 
 
The Corporation previously disclosed in its financial statements for the year ended December 31, 2016, that it expected to make contributions of $160 thousand to its non-qualified retirement plans and $121 thousand to its other postretirement benefit plans in 2017. During the three months ended March 31, 2017, the Corporation contributed $40 thousand to its non-qualified retirement plans and $29 thousand to its other postretirement plans. During the three months ended March 31, 2017, $672 thousand was paid to participants from the retirement plans and $29 thousand was paid to participants from the other postretirement plans.

26

Table of Contents

Note 7. Stock-Based Incentive Plan

The Corporation has a shareholder approved 2013 Long-Term Incentive Plan which replaced the expired 2003 Long-Term Incentive Plan. Under the 2013 Long-Term Incentive Plan, the Corporation may grant options and share awards to employees and non-employee directors up to 3,355,786 shares of common stock, which includes 857,191 shares as a result of the completion of the acquisition of Fox Chase on July 1, 2016 and 473,483 shares as a result of the completion of the acquisition of Valley Green Bank on January 1, 2015.
The following is a summary of the Corporation's stock option activity and related information for the three months ended March 31, 2017:
(Dollars in thousands, except per share data)
Shares Under Option
 
Weighted Average Exercise Price Per Share
 
Weighted Average Remaining Contractual Life (Years)
 
Aggregate Intrinsic Value at March 31, 2017
Outstanding at December 31, 2016
504,908

 
$
19.06

 
 
 
 
Granted
191,297

 
28.15

 
 
 
 
Expired
(65,500
)
 
22.98

 
 
 
 
Forfeited

 

 
 
 
 
Exercised
(47,704
)
 
18.04

 
 
 
 
Outstanding at March 31, 2017
583,001

 
21.66

 
7.9
 
$
2,898

Exercisable at March 31, 2017
210,691

 
17.96

 
6.0
 
1,672


The following is a summary of nonvested stock options at March 31, 2017 including changes during the three months then ended:
(Dollars in thousands, except per share data)
 Nonvested Stock Options
 
 Weighted Average Grant Date Fair Value
Nonvested stock options at December 31, 2016
308,940

 
$
6.15

Granted
191,297

 
6.72

Vested
(127,927
)
 
6.08

Forfeited

 

Nonvested stock options at March 31, 2017
372,310

 
6.46


The following aggregated assumptions were used to estimate the fair value of options granted during the three months ended March 31, 2017 and 2016:
 
Three months ended March 31,
 
2017
 
2016
 
Actual
 
Range
 
Weighted Average
Expected option life in years
6.9

 
7.9
-
8.2
 
7.9

Risk free interest rate
2.30
%
 
1.81%
-
1.89%
 
1.89
%
Expected dividend yield
2.84
%
 
4.07%
-
4.19%
 
4.07
%
Expected volatility
29.75
%
 
46.13%
-
46.22%
 
46.13
%
Fair value of options
$
6.72

 
$5.98
-
$6.27
 
$
6.26



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Table of Contents

The following is a summary of nonvested restricted stock awards at March 31, 2017 including changes during the three months then ended:
(Dollars in thousands, except per share data)
 Nonvested Share Awards
 
 Weighted Average Grant Date Fair Value
Nonvested share awards at December 31, 2016
285,158

 
$
19.74

Granted
58,448

 
28.15

Vested
(47,164
)
 
18.32

Forfeited
(13,125
)
 
18.78

Nonvested share awards at March 31, 2017
283,317

 
21.76

The fair value of restricted stock is equivalent to the fair value on the date of grant and is amortized over the vesting period. Certain information regarding restricted stock is summarized below for the periods indicated:
 
Three months ended March 31,
(Dollars in thousands, except per share data)
2017
 
2016
Shares granted
58,448

 
58,580

Weighted average grant date fair value
$
28.15

 
$
19.68

Intrinsic value of awards vested
$
1,333

 
$
971

The total unrecognized compensation expense and the weighted average period over which unrecognized compensation expense is expected to be recognized related to nonvested stock options and nonvested restricted stock awards at March 31, 2017 is presented below:
(Dollars in thousands)
Unrecognized Compensation Cost
 
Weighted-Average Period Remaining (Years)
Stock options
$
2,082

 
2.4
Restricted stock awards
4,189

 
1.9
 
$
6,271

 
2.1
The following table presents information related to the Corporation’s compensation expense related to stock incentive plans recognized for the periods indicated:
 
Three months ended March 31,
(Dollars in thousands)
2017
 
2016
Stock-based compensation expense:
 
 
 
Stock options
$
221

 
$
151

Restricted stock awards
610

 
300

Employee stock purchase plan
15

 
16

Total
$
846

 
$
467

Tax benefit on nonqualified stock option expense, restricted stock awards and disqualifying dispositions of incentive stock options
$
507

 
$
151

Note 8. 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.

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Table of Contents

The following table sets forth the computation of basic and diluted earnings per share:
 
Three Months Ended 
 March 31,
(Dollars and shares in thousands, except per share data)
2017
 
2016
Numerator:
 
 
 
Net income
$
10,856

 
$
7,289

Net income allocated to unvested restricted stock
(113
)
 
(59
)
Net income allocated to common shares
$
10,743

 
$
7,230

Denominator:
 
 
 
Denominator for basic earnings per share—weighted-average shares outstanding
26,345

 
19,402

Effect of dilutive securities—employee stock options
103

 
31

Denominator for diluted earnings per share—adjusted weighted-average shares outstanding
26,448

 
19,433

Basic earnings per share
$
0.41

 
$
0.37

Diluted earnings per share
$
0.41

 
$
0.37

Average anti-dilutive options and awards excluded from computation of diluted earnings per share
242

 
588


Note 9. Accumulated Other Comprehensive (Loss) Income
The following table shows the components of accumulated other comprehensive (loss) income, net of taxes, for the periods presented:
(Dollars in thousands)
Net Unrealized
(Losses) Gains on
Available-for-Sale
Investment
Securities
 
Net Change
Related to
Derivatives Used for Cash Flow Hedges
 
Net Change
Related to
Defined Benefit
Pension Plans
 
Accumulated
Other
Comprehensive
(Loss) Income
Balance, December 31, 2016
$
(4,988
)
 
$
(141
)
 
$
(14,325
)
 
$
(19,454
)
Net Change
263

 
51

 
148

 
462

Balance, March 31, 2017
$
(4,725
)
 
$
(90
)
 
$
(14,177
)
 
$
(18,992
)
Balance, December 31, 2015
$
(592
)
 
$
(285
)
 
$
(15,831
)
 
$
(16,708
)
Net Change
1,413

 
(354
)
 
168

 
1,227

Balance, March 31, 2016
$
821

 
$
(639
)
 
$
(15,663
)
 
$
(15,481
)

Note 10. 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. At March 31, 2017, approximately $151 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

29

Table of Contents

from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to March 31, 2017. At March 31, 2017, the notional amount of the interest rate swap was $18.4 million, with a negative fair value of $138 thousand.
The Corporation 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 has an interest rate swap with a current notional amount of $598 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
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 March 31, 2017, the Corporation has twelve variable-rate to fixed-rate interest rate swap transactions between the third-party financial institution and customers with a current notional amount of $47.5 million, and remaining maturities ranging from two to 10 years. At March 31, 2017, the fair value of the swaps to the customers was a liability of $57 thousand and all swaps were in paying positions to the third-party financial institution.
At March 31, 2017, 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.

30

Table of Contents

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 March 31, 2017 and December 31, 2016. 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 March 31, 2017
 
 
 
 
 
 
 
 
 
Interest rate swap - cash flow hedge
$
18,386

 
 
 
$

 
Other liabilities
 
$
138

Interest rate swap - fair value hedge
1,417

 
 
 

 
Other liabilities
 
29

Total
$
19,803

 
 
 
$

 
 
 
$
167

At December 31, 2016
 
 
 
 
 
 
 
 
 
Interest rate swap - cash flow hedge
$
18,566

 
 
 
$

 
Other liabilities
 
$
217

Interest rate swap - fair value hedge
1,427

 
 
 

 
Other liabilities
 
37

Total
$
19,993

 
 
 
$

 
 
 
$
254

The following table presents the notional amounts and fair values of derivatives not designated as hedging instruments recorded on the consolidated balance sheets at March 31, 2017 and December 31, 2016:
 
 
 
Derivative Assets
 
Derivative Liabilities
(Dollars in thousands)
Notional
Amount
 
Balance Sheet
Classification
 
Fair
Value
 
Balance Sheet
Classification
 
Fair
Value
At March 31, 2017
 
 
 
 
 
 
 
 
 
Interest rate swap
$
598

 
 
 
$

 
Other liabilities
 
$
57

Credit derivatives
47,501

 
 
 

 
Other liabilities
 
57

Interest rate locks with customers
35,255

 
Other assets
 
1,208

 
 
 

Forward loan sale commitments
36,390

 
Other assets
 
3

 
 
 

Total
$
119,744

 
 
 
$
1,211

 
 
 
$
114

At December 31, 2016
 
 
 
 
 
 
 
 
 
Interest rate swap
$
622

 

 
$

 
Other liabilities
 
$
65

Credit derivatives
27,919

 

 

 
Other liabilities
 
9

Interest rate locks with customers
36,541

 
Other assets
 
801

 
 
 

Forward loan sale commitments
42,366

 
Other assets
 
257

 
 
 

Total
$
107,448

 
 
 
$
1,058

 
 
 
$
74


The following table presents amounts included in the consolidated statements of income for derivatives designated as hedging instruments for the periods indicated:

 
Statement of Income
Classification
 
Three Months Ended 
 March 31,
(Dollars in thousands)
2017
 
2016
Interest rate swap—cash flow hedge—net interest payments
Interest expense
 
$
71

 
$
81

Interest rate swap—fair value hedge—ineffectiveness
Other noninterest income
 
3

 

Net loss
 
 
$
(68
)
 
$
(81
)

    

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Table of Contents

The following table presents amounts included in the consolidated statements of income for derivatives not designated as hedging instruments for the periods indicated:
 
Statement of Income Classification
 
Three Months Ended 
 March 31,
(Dollars in thousands)
2017
 
2016
Credit derivatives
Other noninterest income
 
$
71

 
$

Interest rate locks with customers
Net gain on mortgage banking activities
 
407

 
632

Forward loan sale commitments
Net loss on mortgage banking activities
 
(254
)
 
(141
)
Total
 
 
$
224

 
$
491


The following table presents amounts included in accumulated other comprehensive (loss) income for derivatives designated as hedging instruments at March 31, 2017 and December 31, 2016:
(Dollars in thousands)
Accumulated Other
Comprehensive (Loss) Income
 
At March 31, 2017
 
At December 31, 2016
Interest rate swap—cash flow hedge
Fair value, net of taxes
 
$
(90
)
 
$
(141
)
Total
 
 
$
(90
)
 
$
(141
)

Note 11. Fair Value Disclosures
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Corporation determines the fair value of financial instruments based on the fair value hierarchy. The Corporation maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Corporation. Unobservable inputs are inputs that reflect the Corporation’s assumptions that 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

32

Table of Contents

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.
Certain corporate securities owned by the Corporation are classified as Level 3 as they are not traded in active markets. The fair value of each security is estimated by benchmarking similar transactions of structure, yield and credit which are owned by the Corporation and are actively traded in the market.
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. 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 March 31, 2017.
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.
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 $85 thousand at March 31, 2017.

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 ranges from $0 to a maximum of $2.6 million based on the results for the twelve-month period ending June 30 2017.



33

Table of Contents

The following table presents the assets and liabilities measured at fair value on a recurring basis at March 31, 2017 and December 31, 2016, classified using the fair value hierarchy:
 
At March 31, 2017
(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
$

 
$
32,204

 
$

 
$
32,204

State and political subdivisions

 
84,626

 

 
84,626

Residential mortgage-backed securities

 
190,379

 

 
190,379

Collateralized mortgage obligations

 
4,301

 

 
4,301

Corporate bonds

 
79,673

 
28,194

 
107,867

Money market mutual funds
11,294

 

 

 
11,294

Equity securities
941

 

 

 
941

Total available-for-sale securities
12,235

 
391,183

 
28,194

 
431,612

Loans*




2,092

 
2,092

Interest rate locks with customers*

 
1,208

 

 
1,208

Forward loan sale commitments*

 
3

 

 
3

Total assets
$
12,235

 
$
392,394

 
$
30,286

 
$
434,915

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liability
$

 
$

 
$
729

 
$
729

Interest rate swaps*

 
224

 

 
224

Credit derivatives*

 

 
57

 
57

Total liabilities
$

 
$
224

 
$
786

 
$
1,010

 
At December 31, 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
$

 
$
32,266

 
$

 
$
32,266

State and political subdivisions

 
88,350

 

 
88,350

Residential mortgage-backed securities

 
198,570

 

 
198,570

Collateralized mortgage obligations

 
4,554

 

 
4,554

Corporate bonds

 
79,420

 
28,778

 
108,198

Money market mutual funds
10,784

 

 

 
10,784

Equity securities
915

 

 

 
915

Total available-for-sale securities
11,699

 
403,160

 
28,778

 
443,637

Loans*




2,138


2,138

Interest rate locks with customers*

 
801

 

 
801

Forward loan sale commitments*

 
257

 

 
257

Total assets
$
11,699

 
$
404,218

 
$
30,916

 
$
446,833

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liability
$

 
$

 
$
5,999

 
$
5,999

Interest rate swaps*

 
319

 

 
319

Credit derivatives*

 

 
9

 
9

Total liabilities
$

 
$
319

 
$
6,008

 
$
6,327

* Such financial instruments are recorded at fair value as further described in Note 10 - Derivative Instruments.

34

Table of Contents

The following table includes a rollfoward of corporate bonds, loans and credit derivatives for which the Corporation utilized Level 3 inputs to determine fair value on a recurring basis for the three months ended March 31, 2017.
 
Three Months Ended March 31, 2017
(Dollars in thousands)
Balance at
December 31,
2016
 
Purchases/additions
 
Sales
 
Payments received
 
Premium amortization, net
 
(Decrease) increase in value
 
Balance at March 31, 2017
Corporate bonds
$
28,778

 
$

 
$

 
$

 
$

 
$
(584
)
 
$
28,194

Loans
2,138

 

 

 
(33
)
 

 
(13
)
 
2,092

Credit derivatives
(9
)
 
(120
)
 

 

 

 
72

 
(57
)
Net total
$
30,907

 
$
(120
)
 
$

 
$
(33
)
 
$

 
$
(525
)
 
$
30,229

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 three months ended March 31, 2017 and 2016:
 
Three Months Ended March 31, 2017
(Dollars in thousands)
Balance at
December 31,
2016
 
Contingent
Consideration
from New
Acquisition
 
Payment of
Contingent
Consideration
 
Adjustment
of Contingent
Consideration
 
Balance at March 31, 2017
Sterner Insurance Associates
$
331

 
$

 
$

 
$

 
$
331

Girard Partners
5,668

 

 
5,284

 
14

 
398

Total contingent consideration liability
$
5,999

 
$

 
$
5,284

 
$
14

 
$
729

 
Three Months Ended March 31, 2016
(Dollars in thousands)
Balance at
December 31,
2015
 
Contingent
Consideration
from New
Acquisition*
 
Payment of
Contingent
Consideration
 
Adjustment
of Contingent
Consideration
 
Balance at March 31, 2016
Sterner Insurance Associates
$
1,144

 
$

 
$

 
$
154

 
$
1,298

Girard Partners
4,241

 
$

 
$
900

 
$
119

 
3,460

John T. Fretz Insurance Agency
192

 

 

 
7

 
199

Total contingent consideration liability
$
5,577

 
$

 
$
900

 
$
280

 
$
4,957

*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 March 31, 2017 and December 31, 2016:
 
At March 31, 2017
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets at
Fair Value
Impaired loans held for investment
$

 
$

 
$
37,015

 
$
37,015

Impaired leases held for investment

 

 
4,441

 
4,441

Other real estate owned

 

 
3,712

 
3,712

Total
$

 
$

 
$
45,168

 
$
45,168

 
At December 31, 2016
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Assets at
Fair Value
Impaired loans held for investment
$

 
$

 
$
43,680

 
$
43,680

Other real estate owned

 

 
4,969

 
4,969

Total
$

 
$

 
$
48,649

 
$
48,649


35

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 March 31, 2017 and December 31, 2016. The disclosed fair values are classified using the fair value hierarchy.
 
At March 31, 2017
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Fair
Value
 
Carrying
Amount
Assets:
 
 
 
 
 
 
 
 
 
Cash and short-term interest-earning assets
$
57,800

 
$

 
$

 
$
57,800

 
$
57,800

Held-to-maturity securities

 
33,022

 

 
33,022

 
33,027

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

 
NA

 
NA

 
NA

 
25,322

Loans held for sale

 
1,121

 

 
1,121

 
1,110

Net loans and leases held for investment

 

 
3,271,524

 
3,271,524

 
3,278,840

Servicing rights

 

 
9,799

 
9,799

 
6,502

Total assets
$
57,800

 
$
34,143

 
$
3,281,323

 
$
3,373,266

 
$
3,402,601

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand and savings deposits, non-maturity
$
2,812,775

 
$

 
$

 
$
2,812,775

 
$
2,812,775

Time deposits

 
555,841

 

 
555,841

 
553,176

Total deposits
2,812,775

 
555,841

 

 
3,368,616

 
3,365,951

Short-term borrowings

 
79,366

 

 
79,366

 
79,366

Long-term debt


183,962




183,962


182,066

Subordinated notes

 
95,000

 

 
95,000

 
94,148

Total liabilities
$
2,812,775

 
$
914,169

 
$

 
$
3,726,944

 
$
3,721,531

Off-Balance-Sheet:
 
 
 
 
 
 
 
 
 
Commitments to extend credit
$

 
$
(2,279
)
 
$

 
$
(2,279
)
 
$

 
At December 31, 2016
(Dollars in thousands)
Level 1
 
Level 2
 
Level 3
 
Fair
Value
 
Carrying
Amount
Assets:
 
 
 
 
 
 
 
 
 
Cash and short-term interest-earning assets
$
57,825

 
$

 
$

 
$
57,825

 
$
57,825

Held-to-maturity securities

 
24,871

 

 
24,871

 
24,881

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

 
NA

 
NA

 
NA

 
24,869

Loans held for sale

 
5,943

 

 
5,943

 
5,890

Net loans and leases held for investment

 

 
3,193,886

 
3,193,886

 
3,222,569

Servicing rights

 

 
9,548

 
9,548

 
6,485

Total assets
$
57,825

 
$
30,814

 
$
3,203,434

 
$
3,292,073

 
$
3,342,519

Liabilities:
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Demand and savings deposits, non-maturity
$
2,631,378

 
$

 
$

 
$
2,631,378

 
$
2,631,378

Time deposits

 
628,096

 

 
628,096

 
626,189

Total deposits
2,631,378

 
628,096

 

 
3,259,474

 
3,257,567

Short-term borrowings

 
195,572

 

 
195,572

 
196,171

Long-term debt

 
130,157

 

 
130,157

 
127,522

Subordinated notes

 
95,188

 

 
95,188

 
94,087

Total liabilities
$
2,631,378

 
$
1,049,013

 
$

 
$
3,680,391

 
$
3,675,347

Off-Balance-Sheet:
 
 
 
 
 
 
 
 
 
Commitments to extend credit
$

 
$
(2,218
)
 
$

 
$
(2,218
)
 
$


36

Table of Contents

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 is their stated value. 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 March 31, 2017 and December 31, 2016.
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 and leases held for investment: For impaired loans and leases, the Corporation uses a variety of techniques to measure fair value, such as using the current appraised value of the collateral, agreements of sale, discounting the contractual cash flows, and analyzing market data that the Corporation may adjust due to specific characteristics of the loan/lease or collateral. At March 31, 2017, impaired loans held for investment had a carrying amount of $37.4 million with a valuation allowance of $399 thousand. At December 31, 2016, impaired loans held for investment had a carrying amount of $43.9 million with a valuation allowance of $235 thousand. The Corporation had impaired leases of $5.0 million with related reserves of $580 thousand at March 31, 2017. The Corporation had no impaired leases at December 31, 2016.
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 in the fair value hierarchy based upon management's assessment of the inputs. 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. The Corporation also records servicing rights on small business administration (SBA) loans. At March 31, 2017 and December 31, 2016, servicing rights had a carrying amount of $6.5 million 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 three months ended March 31, 2017, 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 3 of the valuation hierarchy due to the unique characteristics of the collateral for each loan.
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.

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Table of Contents

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 12. Segment Reporting
At March 31, 2017, 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. The parent holding company and intercompany eliminations 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.
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 business segments, are the same as those described in Note 1, “Summary of Significant Accounting Policies".
The following table provides total assets by reportable business segment as of the dates indicated.
(Dollars in thousands)
At March 31, 2017
 
At December 31, 2016
 
At March 31, 2016
Banking
$
4,187,607

 
$
4,137,873

 
$
2,746,433

Wealth Management
31,178

 
35,061

 
30,134

Insurance
24,412

 
24,472

 
24,715

Other
30,734

 
33,122

 
23,495

Consolidated assets
$
4,273,931

 
$
4,230,528

 
$
2,824,777


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Table of Contents

The following tables provide reportable segment-specific information and reconciliations to consolidated financial information for the three months ended March 31, 2017 and 2016.
 
Three Months Ended
 
March 31, 2017
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Other
 
Consolidated
Interest income
$
38,392

 
$
1

 
$

 
$
3

 
$
38,396

Interest expense
4,113

 

 

 

 
4,113

Net interest income
34,279

 
1

 

 
3

 
34,283

Provision for loan and lease losses
2,445

 

 

 

 
2,445

Noninterest income
5,162

 
5,138

 
4,547

 
123

 
14,970

Intangible expenses
396

 
170

 
193

 

 
759

Other noninterest expense
23,744

 
3,471

 
3,069

 
987

 
31,271

Intersegment (revenue) expense*
(567
)
 
237

 
330

 

 

Income (expense) before income taxes
13,423

 
1,261

 
955

 
(861
)
 
14,778

Income tax expense (benefit)
3,641

 
500

 
404

 
(623
)
 
3,922

Net income (loss)
$
9,782

 
$
761

 
$
551

 
$
(238
)
 
$
10,856

Capital expenditures
$
4,320

 
$
11

 
$
7

 
$
50

 
$
4,388

 
Three Months Ended
 
March 31, 2016
(Dollars in thousands)
Banking
 
Wealth Management
 
Insurance
 
Other
 
Consolidated
Interest income
$
25,725

 
$
2

 
$

 
$
7

 
$
25,734

Interest expense
2,211

 

 

 

 
2,211

Net interest income
23,514

 
2

 

 
7

 
23,523

Provision for loan and lease losses
326

 

 

 

 
326

Noninterest income
4,548

 
4,572

 
4,720

 
(9
)
 
13,831

Intangible expenses
63

 
303

 
400

 

 
766

Acquisition-related and integration costs
10

 

 

 
210

 
220

Other noninterest expense
18,736

 
3,058

 
3,119

 
1,040

 
25,953

Intersegment (revenue) expense*
(511
)
 
219

 
292

 

 

Income (expense) before income taxes
9,438

 
994

 
909

 
(1,252
)
 
10,089

Income tax expense (benefit)
2,357

 
383

 
377

 
(317
)
 
2,800

Net income (loss)
$
7,081

 
$
611

 
$
532

 
$
(935
)
 
$
7,289

Capital expenditures
$
1,839

 
$
15

 
$
10

 
$
314

 
$
2,178

*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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note 13. Restructuring Charges
During 2015 and 2016, the Corporation exited five financial centers, a lease for a new financial center and two administrative offices, and reduced staff due to rationalization; resulting in accrued expenses totaling $3.4 million, primarily related to the Banking business segment.
A roll-forward of the remaining accrued restructuring expense for the three months ended March 31, 2017 is as follows:
(Dollars in thousands)
Severance expenses
 
Write-downs and retirements of fixed assets
 
Lease cancellations
 
Total
Accrued at January 1, 2017
$
901

 
$
228

 
$
81

 
$
1,210

Payments
(445
)
 

 
(25
)
 
(470
)
Accrued at March 31, 2017
$
456

 
$
228

 
$
56

 
$
740



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Table of Contents

Note 14. Contingencies
The Corporation is periodically subject to various pending and threatened legal actions, which involve claims for monetary relief. Based upon information presently available to the Corporation, it is the Corporation's opinion that any legal and financial responsibility arising from such claims will not have a material adverse effect on the Corporation's results of operations, financial position or cash flows.
As discussed in Note 3, during the first quarter of 2017, certain lessees stopped making payments and Univest Capital, Inc., a subsidiary of the Corporation, filed legal complaints to pursue collection of all amounts owed. A complaint was subsequently filed against Univest Capital, Inc. and certain other defendants on March 28, 2017 by one of the lessees in federal court in Texas seeking, among other things, class action certification and a declaration that the contracts and related guarantees are null and void. Univest Capital, Inc. has not been served with the complaint, and the plaintiff has been directed to file an amended complaint on or before May 5, 2017. As of the filing date, the outcome of the matter is neither probable nor estimable.
 
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, purchase accounting, valuation of goodwill and other intangible assets, 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 2016 Annual Report on Form 10-K.

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Table of Contents

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 
 March 31,
 
Change
(Dollars in thousands, except per share data)
2017
 
2016
 
Amount
 
Percent
Net income
$
10,856

 
$
7,289

 
$
3,567

 
48.9
%
Net income per share:
 
 
 
 
 
 
 
Basic
$
0.41

 
$
0.37

 
$
0.04

 
10.8

Diluted
0.41

 
0.37

 
0.04

 
10.8

Return on average assets
1.04
%
 
1.03
%
 
1 BP

 
1.0

Return on average equity
8.65

 
8.05

 
60 BP

 
7.5


The Corporation reported net income of $10.9 million or $0.41 diluted earnings per share for the three months ended March 31, 2017, compared to net income of $7.3 million or $0.37 diluted earnings per share for the three months ended March 31, 2016. The financial results for the three months ended March 31, 2016 included $220 thousand of acquisition and integration costs related to the Fox Chase Bancorp (Fox Chase) acquisition, or $0.01 of diluted earnings per share, net of tax.


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Table of Contents

Results of Operations
On July 1, 2016, the Corporation acquired Fox Chase. The comparative results of operations for the three months ended March 31, 2017 include the impact of this acquisition.

Net Interest Income
Net interest income is the difference between interest earned on loans and leases, investments and other interest-earning assets and interest paid on deposits and other interest-bearing liabilities. Net interest income is the principal source of the Corporation’s revenue. Table 1 presents a summary of the Corporation’s average balances, the tax-equivalent yields earned on average assets, and the cost of average liabilities, and shareholders’ equity on a tax-equivalent basis for the three months ended March 31, 2017 and 2016. 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 weighted average tax-equivalent yield on interest-earning assets less 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.
Table 1, Table 2, and the interest income and net interest income analysis contain tax-equivalent financial information and measures determined by methods other than in accordance with U.S. GAAP. The management of the Corporation uses this non-GAAP financial information and measures in its analysis of the Corporation's performance. This financial information and measures should not be considered a substitute for GAAP basis financial information or measures nor should they be viewed as a substitute for operating results determined in accordance with GAAP. Management believes the presentation of the non-GAAP financial information and measures provide useful information that is essential to a proper understanding of the financial results of the Corporation.
Three months ended March 31, 2017 versus 2016
Net interest income on a tax-equivalent basis for the three months ended March 31, 2017 was $35.7 million, an increase of $10.9 million or 43.8% compared to the same period in 2016. The net interest margin on a tax-equivalent basis for the first quarter of 2017 was 3.80%, compared to 3.91% for the first quarter of 2016.The increase in net interest income and decrease in net interest margin (tax-equivalent) was mainly due to the impact of the Fox Chase acquisition, which occurred on July 1, 2016. The favorable impact of acquisition accounting adjustments was eight basis points ($764 thousand) for the three months ended March 31, 2017 compared to two basis points ($100 thousand) for the same period in the prior year. The incremental subordinated debt issuance in July 2016 increased funding costs by six basis points for the three months ended March 31, 2017 compared to 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 March 31,
 
2017
 
2016
(Dollars in thousands)
Average
Balance
 
Income/
Expense
 
Average
Rate
 
Average
Balance
 
Income/
Expense
 
Average
Rate
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits with other banks
$
8,592

 
$
16

 
0.76
%
 
$
19,619

 
$
28

 
0.57
%
U.S. government obligations
34,038

 
106

 
1.25

 
82,488

 
250

 
1.22

Obligations of states and political subdivisions
85,854

 
922

 
4.36

 
101,061

 
1,129

 
4.49

Other debt and equity securities
350,408

 
1,582

 
1.83

 
158,669

 
1,024

 
2.60

Federal funds sold and other earning assets
25,909

 
358

 
5.60

 
14,821

 
132

 
3.58

Total interest-earning deposits, investments, federal funds sold and other earning assets
504,801

 
2,984

 
2.40

 
376,658

 
2,563

 
2.74

Commercial, financial and agricultural loans
721,050

 
7,841

 
4.41

 
411,999

 
4,014

 
3.92

Real estate—commercial and construction loans
1,460,029

 
15,740

 
4.37

 
887,118

 
9,919

 
4.50

Real estate—residential loans
738,211

 
8,236

 
4.52

 
541,976

 
5,976

 
4.43

Loans to individuals
29,575

 
400

 
5.49

 
29,478

 
399

 
5.44

Municipal loans and leases
279,379

 
3,120

 
4.53

 
231,498

 
2,625

 
4.56

Lease financings
78,633

 
1,483

 
7.65

 
75,022

 
1,542

 
8.27

Gross loans and leases
3,306,877

 
36,820

 
4.52

 
2,177,091

 
24,475

 
4.52

Total interest-earning assets
3,811,678

 
39,804

 
4.24

 
2,553,749

 
27,038

 
4.26

Cash and due from banks
41,942

 
 
 
 
 
31,665

 
 
 
 
Reserve for loan and lease losses
(18,200
)
 
 
 
 
 
(17,771
)
 
 
 
 
Premises and equipment, net
64,507

 
 
 
 
 
42,873

 
 
 
 
Other assets
330,501

 
 
 
 
 
224,041

 
 
 
 
Total assets
$
4,230,428

 
 
 
 
 
$
2,834,557

 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking deposits
$
426,373

 
105

 
0.10

 
$
402,160

 
84

 
0.08

Money market savings
531,658

 
563

 
0.43

 
361,788

 
340

 
0.38

Regular savings
807,802

 
349

 
0.18

 
626,894

 
174

 
0.11

Time deposits
591,813

 
1,174

 
0.80

 
418,547

 
935

 
0.90

Total time and interest-bearing deposits
2,357,646

 
2,191

 
0.38

 
1,809,389

 
1,533

 
0.34

Short-term borrowings
150,155

 
262

 
0.71

 
27,388

 
3

 
0.04

Long-term debt
148,031

 
399

 
1.09

 

 

 

Subordinated notes (1)
94,116

 
1,261

 
5.43

 
49,394

 
675

 
5.50

Total borrowings
392,302

 
1,922

 
1.99

 
76,782

 
678

 
3.55

Total interest-bearing liabilities
2,749,948

 
4,113

 
0.61

 
1,886,171

 
2,211

 
0.47

Noninterest-bearing deposits
932,639

 
 
 
 
 
542,427

 
 
 
 
Accrued expenses and other liabilities
38,786

 
 
 
 
 
41,867

 
 
 
 
Total liabilities
3,721,373

 
 
 
 
 
2,470,465

 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock
144,559

 
 
 
 
 
110,271

 
 
 
 
Additional paid-in capital
230,104

 
 
 
 
 
120,824

 
 
 
 
Retained earnings and other equity
134,392

 
 
 
 
 
132,997

 
 
 
 
Total shareholders’ equity
509,055

 
 
 
 
 
364,092

 
 
 
 
Total liabilities and shareholders’ equity
$
4,230,428

 
 
 
 
 
$
2,834,557

 
 
 
 
Net interest income
 
 
$
35,691

 
 
 
 
 
$
24,827

 
 
Net interest spread
 
 
 
 
3.63

 
 
 
 
 
3.79

Effect of net interest-free funding sources
 
 
 
 
0.17

 
 
 
 
 
0.12

Net interest margin
 
 
 
 
3.80
%
 
 
 
 
 
3.91
%
Ratio of average interest-earning assets to average interest-bearing liabilities
138.61
%
 
 
 
 
 
135.39
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) The interest rate on gross 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 March 31, 2017 and 2016, 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 deferred fees and costs, purchase accounting adjustments,
and unearned discount.
Nonaccrual loans and leases have been included in the average loan and lease balances.
Loans held for sale have been included in the average loan balances.
Tax-equivalent amounts for the three months ended March 31, 2017 and 2016 have been calculated using the
Corporation’s federal applicable rate of 35%.

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Table of Contents

Table 2—Analysis of Changes in Net Interest Income
The rate-volume variance analysis set forth in the table below compares changes in tax-equivalent net interest income for the periods indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately.
 
Three Months Ended
 
March 31, 2017 Versus 2016
(Dollars in thousands)
Volume
Change
 
Rate
Change
 
Total
Interest income:
 
 
 
 
 
Interest-earning deposits with other banks
$
(19
)
 
$
7

 
$
(12
)
U.S. government obligations
(152
)
 
8

 
(144
)
Obligations of states and political subdivisions
(173
)
 
(34
)
 
(207
)
Other debt and equity securities
935

 
(377
)
 
558

Federal funds sold and other earning assets
129

 
97

 
226

Interest on deposits, investments, federal funds sold and other earning assets
720

 
(299
)
 
421

Commercial, financial and agricultural loans
3,276

 
551

 
3,827

Real estate—commercial and construction loans
6,119

 
(298
)
 
5,821

Real estate—residential loans
2,139

 
121

 
2,260

Loans to individuals

 
1

 
1

Municipal loans and leases
513

 
(18
)
 
495

Lease financings
67

 
(126
)
 
(59
)
Interest and fees on loans and leases
12,114

 
231

 
12,345

Total interest income
12,834

 
(68
)
 
12,766

Interest expense:
 
 
 
 
 
Interest-bearing checking deposits
4

 
17

 
21

Money market savings
174

 
49

 
223

Regular savings
54

 
121

 
175

Time deposits
352

 
(113
)
 
239

Interest on time and interest-bearing deposits
584

 
74

 
658

Short-term borrowings
54

 
205

 
259

Long-term debt
399

 

 
399

Subordinated notes
595

 
(9
)
 
586

Interest on borrowings
1,048

 
196

 
1,244

Total interest expense
1,632

 
270

 
1,902

Net interest income
$
11,202

 
$
(338
)
 
$
10,864



44

Table of Contents

Interest Income
Three months ended March 31, 2017 versus 2016
Interest income on a tax-equivalent basis for the three months ended March 31, 2017 was $39.8 million, an increase of $12.8 million from the same period in 2016. The increase was mainly due to the impact of the Fox Chase acquisition and organic loan growth in commercial real estate, commercial business and residential real estate loans. The favorable impact of acquisition accounting fair value adjustments on interest-earnings assets was two basis points ($149 thousand) for the three months ended March 31, 2017 compared to a favorable impact of one basis point ($35 thousand) for the same period in the prior year.
Interest Expense
Three months ended March 31, 2017 versus 2016
Interest expense for the three months ended March 31, 2017 was $4.1 million, an increase of $1.9 million from the same period in 2016. The increase was mainly due to the impact of the Fox Chase acquisition and increased borrowings. The favorable impact of acquisition accounting fair value adjustments on interest-bearing liabilities was nine basis points ($615 thousand) for the three months ended March 31, 2017 compared to a favorable impact of one basis point ($65 thousand) for the same period in the prior year.
Provision for Loan and Lease Losses
The provision for loan and lease losses for the three months ended March 31, 2017 was $2.4 million compared to $326 thousand for the same period in 2016. The increase in the provision for loan losses was primarily due to an increase in loans covered by the allowance for loan and lease losses during the three months ended March 31, 2017 and a $580 thousand reserve for impaired leases.
Noninterest Income
The following table presents noninterest income for the three months ended March 31, 2017 and 2016:
 
Three Months Ended 
 March 31,
 
Change
(Dollars in thousands)
2017
 
2016
 
Amount
 
Percent
Trust fee income
$
1,907

 
$
1,865

 
$
42

 
2.3
 %
Service charges on deposit accounts
1,243

 
998

 
245

 
24.5

Investment advisory commission and fee income
3,181

 
2,671

 
510

 
19.1

Insurance commission and fee income
4,410

 
4,558

 
(148
)
 
(3.2
)
Other service fee income
1,987

 
1,831

 
156

 
8.5

Bank owned life insurance income
783

 
470

 
313

 
66.6

Net gain on sales of investment securities
15

 
44

 
(29
)
 
(65.9
)
Net gain on mortgage banking activities
1,113

 
1,218

 
(105
)
 
(8.6
)
Other income
331

 
176

 
155

 
88.1

Total noninterest income
$
14,970

 
$
13,831

 
$
1,139

 
8.2
 %


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Table of Contents

Three months ended March 31, 2017 versus 2016
Noninterest income for the three months ended March 31, 2017 was $15.0 million, an increase of $1.1 million or 8.2% from the same period in the prior year. Service charges on deposits increased $245 thousand or 24.5% for the three months mostly due to fees on deposit accounts acquired from Fox Chase. Investment advisory commission and fee income increased $510 thousand or 19.1% from the three months ended March 31, 2016 primarily due to a combination of both increased new customer relationships and favorable market performance during the second half of 2016 and the first quarter of 2017. Other service fee income increased $156 thousand or 8.5% for the three months primarily due to interchange fee income related to Fox Chase customers. Bank owned life insurance (BOLI) income increased $313 thousand or 66.6% for the three months primarily due to policies acquired from Fox Chase and increased income of $105 thousand on non-qualified annuities. Other income increased $155 thousand for the three months mainly due to net gains on sales of other real estate owned of $114 thousand. These increases were partially offset by modest decreases in insurance and mortgage banking income. Insurance commission and fee income decreased $148 thousand for the three months ended March 31, 2017, primarily due to a decrease in contingent commission income of $340 thousand, which was $1.0 million for the three months ended March 31, 2017 compared to $1.3 million for the three months ended March 31, 2016. The net gain on mortgage banking decreased $105 thousand for the three months ended March 31, 2017 primarily due to a decrease in mortgage volume.
Noninterest Expense
The following table presents noninterest expense for the three months ended March 31, 2017 and 2016:
 
Three Months Ended 
 March 31,
 
Change
(Dollars in thousands)
2017
 
2016
 
Amount
 
Percent
Salaries and benefits
$
16,657

 
$
14,182

 
$
2,475

 
17.5
 %
Commissions
2,050

 
1,895

 
155

 
8.2

Net occupancy
2,665

 
2,100

 
565

 
26.9

Equipment
993

 
776

 
217

 
28.0

Data processing
2,058

 
1,281

 
777

 
60.7

Professional fees
1,239

 
1,020

 
219

 
21.5

Marketing and advertising
379

 
538

 
(159
)
 
(29.6
)
Deposit insurance premiums
402

 
447

 
(45
)
 
(10.1
)
Intangible expenses
759

 
766

 
(7
)
 
(0.9
)
Acquisition-related costs

 
214

 
(214
)
 
N/M

Integration costs

 
6

 
(6
)
 
N/M

Other expense
4,828

 
3,714

 
1,114

 
30.0

Total noninterest expense
$
32,030

 
$
26,939

 
$
5,091

 
18.9
 %

Three months ended March 31, 2017 versus 2016
Noninterest expense for the three months ended March 31, 2017 was $32.0 million, an increase of $5.1 million or 18.9% from the same period in the prior year. Salaries and benefit expense increased $2.5 million for the three months, 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. Occupancy and equipment expenses increased $782 thousand for the three months, primarily due to higher premises expense related to Fox Chase locations and expansion into Philadelphia, Lancaster County and the Lehigh Valley. Data processing expense increased $777 thousand for the three months due to increased investments in computer software and our outsourced data processing solution as well as the addition of Fox Chase processing expense. Other expense increased $1.1 million for the three months primarily due to inclusion of Fox Chase related expenses and an increase of $416 thousand related to bank shares tax as a result of a statutory rate increase in 2017 and the Corporation's growth primarily due to the Fox Chase acquisition.

46

Table of Contents

Tax Provision
The provision for income taxes for the three months ended March 31, 2017 and 2016 was $3.9 million and $2.8 million, at effective rates of 26.5% and 27.8%, respectively. During the three months ended March 31, 2017, the Corporation recognized a $288 thousand discrete tax benefit related to the vesting of restricted stock and exercise of stock options, which provided a tax deduction greater than previously recorded. This change was in accordance with ASU No. 2016-09, which was implemented by the Corporation in the fourth quarter of 2016 and requires the tax impact of such equity-based compensation activities to be recorded as an adjustment to the income tax provision in the period incurred, rather than an adjustment to equity. Excluding this tax benefit, the effective income tax rate for the three months ended March 31, 2017 was 28.5% which reflects the Corporation's level of tax-exempt income relative to the overall level of taxable income. The effective tax rates reflect the benefits of tax-exempt income from investments in municipal securities, loans and bank-owned life insurance income.

Financial Condition
Assets
The following table presents assets at the dates indicated:
 
At March 31, 
 2017
 
At December 31, 
 2016
 
Change
(Dollars in thousands)
Amount
 
Percent
Cash and interest-earning deposits
$
57,800

 
$
57,825

 
$
(25
)
 
N/M

Investment securities
464,639

 
468,518

 
(3,879
)
 
(0.8
)
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost
25,322

 
24,869

 
453

 
1.8

Loans held for sale
1,110

 
5,890

 
(4,780
)
 
(81.2
)
Loans and leases held for investment
3,341,916

 
3,285,886

 
56,030

 
1.7

Reserve for loan and lease losses
(19,528
)
 
(17,499
)
 
(2,029
)
 
(11.6
)
Premises and equipment, net
64,811

 
63,638

 
1,173

 
1.8

Goodwill and other intangibles, net
188,482

 
189,210

 
(728
)
 
(0.4
)
Bank owned life insurance
100,520

 
99,948

 
572

 
0.6

Accrued interest receivable and other assets
48,859

 
52,243

 
(3,384
)
 
(6.5
)
Total assets
$
4,273,931

 
$
4,230,528

 
$
43,403

 
1.0
 %
Investment Securities
Total investments at March 31, 2017 decreased $3.9 million from December 31, 2016. Maturities and pay-downs of $24.7 million, calls of $4.1 million and sales of $1.8 million were partially offset by purchases of $27.2 million and increases in the fair value of available-for-sale investment securities of $405 thousand. Long-term interest rates were slightly lower during the first quarter of 2017, resulting in increased fair value of available-for-sale investment securities.
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost
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 $10.6 million and $10.1 million at March 31, 2017 and December 31, 2016, respectively. FHLB stock increased $454 thousand mainly due to purchase requirements related to the increase in FHLB borrowings. Additionally, the FHLB may 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 March 31, 2017, the FHLB stock is recorded at cost.
The Bank held $14.6 million in Federal Reserve Bank stock as required by the Federal Reserve Bank at March 31, 2017 and December 31, 2016.

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Loans and Leases
Gross loans and leases held for investment grew $56.0 million or 1.7% from December 31, 2016. The growth in loans was primarily in commercial real estate, commercial business and residential real estate loans.
Asset Quality
The Bank's strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans and leases. Performance of the loan and lease portfolio is monitored on a regular basis by Bank management and lending officers.
Loans and leases are deemed impaired when, based on current information and events, it is probable that the Bank will be unable to collect all proceeds due according to the contractual terms of the agreement or when a loan or lease is classified as a troubled debt restructuring. Factors considered by management in determining impairment include payment status, borrower cash flows, collateral value and the probability of collecting scheduled principal and interest payments when due.

When a loan or lease, including a loan or lease that is impaired, is classified as nonaccrual, the accrual of interest on such a loan or lease is discontinued. A loan or lease is typically classified as nonaccrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest, even though the loan or lease is currently performing. A loan or lease may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan or lease is placed on nonaccrual status, unpaid interest credited to income is reversed and the amortization of net deferred fees is suspended. 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 ultimate 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 March 31, 2017, the recorded investment in loans and leases held for investment that were considered to be impaired was $42.4 million. The related reserve for loan and lease losses was $979 thousand. At December 31, 2016, the recorded investment in loans and leases that were considered to be impaired was $43.9 million. The related reserve for loan and lease losses was $235 thousand. The impaired loan and lease balances consisted mainly of commercial real estate loans and business loans. Impaired loans and leases 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 three months ended March 31, 2017 and 2016 was $292 thousand and $402 thousand, respectively. For the three months ended March 31, 2017 and 2016, additional interest income that would have been recognized under the original terms for impaired loans was $215 thousand and $218 thousand, respectively.
Other real estate owned was $3.7 million at March 31, 2017, compared to $5.0 million at December 31, 2016. During the first quarter of 2017, two commercial real estate properties with a total carrying value of $874 thousand were sold for a gain of $14 thousand, three units of a condominium complex with a carrying value of $1.0 million were sold for a gain of $100 thousand and one commercial real estate property with a total fair value of $653 thousand was transferred to other real estate owned.
Reserve for Loan and Lease Losses

The reserve for loan and lease losses is maintained at a level representing management's best estimate of known risks and inherent losses in the portfolio, based upon management's evaluation of the portfolio's collectability. Management evaluates the need to establish reserves against losses on loans and leases on a quarterly basis. When changes in the reserve are necessary, an adjustment is made.

The reserve for loan and lease losses consists of a reserve for impaired loans and leases and a general valuation allowance on the remainder of the portfolio. Although management determines the amount of each element of the reserve separately, the entire reserve for loan and lease losses is available for losses on the portfolio.


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Table of Contents

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 $393 thousand and $385 thousand at March 31, 2017 and December 31, 2016, respectively.


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 March 31, 2017
 
At December 31, 2016
Nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*:
 
 
 
Loans held for investment:
 
 
 
Commercial, financial and agricultural
$
5,305

 
$
5,746

Real estate—commercial
4,133

 
5,651

Real estate—residential
4,857

 
5,983

Lease financings
5,561

 
536

Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications*
19,856

 
17,916

Accruing troubled debt restructured loans and lease modifications not included in the above
2,818

 
3,252

Accruing loans and leases 90 days or more past due:
 
 
 
Real estate—residential
617

 
652

Loans to individuals
142

 
142

Lease financings
160

 
193

Total accruing loans and leases, 90 days or more past due
919

 
987

Total non-performing loans and leases
23,593

 
22,155

Other real estate owned
3,712

 
4,969

Total nonperforming assets
$
27,305

 
$
27,124

Nonaccrual loans and leases (including nonaccrual troubled debt restructured loans and lease modifications) / loans and leases held for investment
0.59
%
 
0.55
%
Nonperforming loans and leases / loans and leases held for investment
0.71

 
0.67

Nonperforming assets / total assets
0.64

 
0.64

Allowance for loan and lease losses / loans and leases held for investment
0.58

 
0.53

Allowance for loan and lease losses / loans and leases held for investment (excluding acquired loans at period-end)
0.74

 
0.73

Allowance for loan and lease losses / nonaccrual loans and leases held for investment
98.35

 
97.67

Allowance for loan and lease losses / nonperforming loans and leases held for investment
82.77

 
78.98

Allowance for loan and lease losses
$
19,528

 
$
17,499

Acquired credit impaired loans
6,616

 
7,352

Nonperforming loans and leases and acquired credit impaired loans/loans and leases held for investment
0.90
%
 
0.90
%
Nonperforming assets and acquired credit impaired loans/ total assets
0.79

 
0.81

* Nonaccrual troubled debt restructured loans and lease modifications included in nonaccrual loans and leases in the above table
$
1,674

 
$
1,753


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Table of Contents

The following table provides additional information on the Corporation’s nonaccrual loans held for investment:
(Dollars in thousands)
At March 31, 2017
 
At December 31, 2016
Total nonaccrual loans and leases, including nonaccrual troubled debt restructured loans and lease modifications
$
19,856

 
$
17,916

Nonaccrual loans and leases with partial charge-offs
4,895

 
5,000

Life-to-date partial charge-offs on nonaccrual loans and leases
2,851

 
2,857

Charge-off rate of nonaccrual loans and leases with partial charge-offs
36.8
%
 
36.4
%
Specific reserves on impaired loans
$
399

 
$
235

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 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 $1.1 million and $834 thousand for the three months ended March 31, 2017 and 2016, respectively. See Note 4 to the Consolidated Financial Statements, "Goodwill and Other Intangible Assets" for a summary of intangible assets at March 31, 2017 and December 31, 2016. The Corporation also has goodwill with a net carrying value of $172.6 million at March 31, 2017 and December 31, 2016, which is deemed to be an indefinite intangible asset and is not amortized.
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 three months ended March 31, 2017 and 2016. Since the last annual impairment analysis during 2016, 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.

Liabilities
The following table presents liabilities at the dates indicated:
(Dollars in thousands)
At March 31, 2017
 
At December 31, 2016
 
Change
Amount
 
Percent
Deposits
$
3,365,951

 
$
3,257,567

 
$
108,384

 
3.3
 %
Short-term borrowings
79,366

 
196,171

 
(116,805
)
 
(59.5
)
Long-term debt
182,066


127,522

 
54,544

 
42.8

Subordinated notes
94,148

 
94,087

 
61

 
0.1

Accrued interest payable and other liabilities
40,520

 
49,972

 
(9,452
)
 
(18.9
)
Total liabilities
$
3,762,051

 
$
3,725,319

 
$
36,732

 
1.0
 %

Deposits
Total deposits grew $108.4 million or 3.3% from December 31, 2016, primarily due to increases in public funds and commercial customer deposits.
Borrowings
Total borrowings decreased $62.2 million from December 31, 2016, primarily due to a decrease in short-term borrowings of $116.8 million partially offset by an increase in long-term Federal Home Loan Bank borrowings of $54.6 million.

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Table of Contents

Shareholders’ Equity
The following table presents total shareholders’ equity at the dates indicated:
(Dollars in thousands)
At March 31, 2017
 
At December 31, 2016
 
Change
Amount
 
Percent
Common stock
$
144,559

 
$
144,559

 
$

 
%
Additional paid-in capital
230,391

 
230,494

 
(103
)
 
N/M

Retained earnings
200,050

 
194,516

 
5,534

 
2.8

Accumulated other comprehensive loss
(18,992
)
 
(19,454
)
 
462

 
2.4

Treasury stock
(44,128
)
 
(44,906
)
 
778

 
1.7

Total shareholders’ equity
$
511,880

 
$
505,209

 
$
6,671

 
1.3
%

The increase in shareholder's equity at March 31, 2017 of $6.7 million from December 31, 2016 was primarily related to a $5.5 million increase to retained earnings. Retained earnings at March 31, 2017 were impacted by the three months of net income of $10.9 million partially offset by cash dividends declared of $5.3 million. Accumulated other comprehensive loss decreased by $462 thousand mainly attributable to increases in the fair value of available-for-sale investment securities. Treasury stock decreased by $778 thousand primarily due to the issuance of restricted stock.

Capital Adequacy
The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s and the Bank’s financial statements. Capital adequacy guidelines, and additionally for the Bank the prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined), 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 2017, the Corporation and the Bank must hold a capital conservation buffer greater than 1.250% above its minimum risk-based capital requirements in order to avoid limitations on capital distributions.


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Table 4—Regulatory Capital
The Corporation's and Bank's actual and required capital ratios as of March 31, 2017 and December 31, 2016 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 March 31, 2017
 
 
 
 
 
 
 
Total Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
$
469,296

 
12.44
%
 
$
301,688

 
8.00
%
 
$
377,111

 
10.00
%
Bank
440,359

 
11.77

 
299,276

 
8.00

 
374,095

 
10.00

Tier 1 Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
354,940

 
9.41

 
226,266

 
6.00

 
301,688

 
8.00

Bank
420,151

 
11.23

 
224,457

 
6.00

 
299,276

 
8.00

Tier 1 Common Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
354,940

 
9.41

 
169,700

 
4.50

 
245,122

 
6.50

Bank
420,151

 
11.23

 
168,343

 
4.50

 
243,161

 
6.50

Tier 1 Capital (to Average Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
354,940

 
8.75

 
162,180

 
4.00

 
202,725

 
5.00

Bank
420,151

 
10.44

 
160,985

 
4.00

 
201,232

 
5.00

At December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Total Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
$
462,198

 
12.44
%
 
$
297,284

 
8.00
%
 
$
371,604

 
10.00
%
Bank
436,435

 
11.85

 
294,679

 
8.00

 
368,349

 
10.00

Tier 1 Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
349,942

 
9.42

 
222,963

 
6.00

 
297,284

 
8.00

Bank
418,266

 
11.36

 
221,010

 
6.00

 
294,679

 
8.00

Tier 1 Common Capital (to Risk-Weighted Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
349,942

 
9.42

 
167,222

 
4.50

 
241,543

 
6.50

Bank
418,266

 
11.36

 
165,757

 
4.50

 
239,427

 
6.50

Tier 1 Capital (to Average Assets):
 
 
 
 
 
 
 
 
 
 
 
Corporation
349,942

 
8.84

 
158,410

 
4.00

 
198,013

 
5.00

Bank
418,266

 
10.64

 
157,254

 
4.00

 
196,567

 
5.00

At March 31, 2017 and December 31, 2016, 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 2017, 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 1.250% 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 March 31, 2017, 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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Table of Contents

Asset/Liability Management
The primary functions of Asset/Liability Management are to assure adequate earnings, capital and liquidity while maintaining an appropriate balance between interest-earning assets and interest-bearing liabilities. Liquidity management involves the ability to meet cash flow requirements of customers and corporate needs. Management's objective to address interest-rate risk is to understand the Corporation's susceptibility to changes in interest rates and develop and implement strategies to minimize volatility while maximizing net interest income.
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 impact of declining or rising interest rates on net interest income over a one-year and two-year horizon. The simulation uses expected cash flows and repricing characteristics for all financial instruments at a point in time and incorporates company developed, market-based assumptions regarding growth, pricing, and optionality such as prepayment speeds. 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, deposit withdrawals, repayment of borrowings and brokered certificates of deposit at maturity, operating expenditures, and capital expansion. The Corporation manages liquidity risk by measuring and monitoring liquidity sources and estimated funding needs on a weekly basis. 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 continue to be the largest significant funding sources for the Corporation. These deposits are primarily generated from a base of consumer, business and public customers located in our primary service areas. 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 also utilizes a mix of short-term and long-term wholesale funding providers. Wholesale funding includes correspondent bank borrowings, secured borrowing lines from the Federal Home Loan Bank, the Federal Reserve Bank of Philadelphia and, at times, brokered deposits and other similar sources.
The Corporation, through the Bank, has a credit facility with the FHLB with a maximum borrowing capacity of approximately $1.3 billion. At March 31, 2017 and December 31, 2016, the carrying amount of overnight borrowings with the FHLB was $9.7 million and $91.3 million, respectively. At March 31, 2017 and December 31, 2016, the carrying amount of long-term borrowings with the FHLB was $150.9 million and $96.2 million, respectively. At March 31, 2017 and December 31, 2016, the Bank had outstanding short-term letters of credit with the FHLB totaling $178.8 million and $148.5 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.
The Corporation, through the Bank, maintains uncommitted federal fund lines with several correspondent banks totaling $327.0 million and $302.0 million at March 31, 2017 and December 31, 2016, respectively. At March 31, 2017 and December 31, 2016, the Corporation had $45.0 million and $80.0 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 March 31, 2017 and December 31, 2016, the Corporation had no outstanding borrowings under this line.
The Corporation has a $10.0 million line of credit with a correspondent bank. At March 31, 2017, the Corporation had no outstanding borrowings under this line.


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On April 25, 2017, Kroll Bond Rating Agency ("KBRA") reaffirmed its credit rating for the Corporation and the Bank with a stable outlook. Specifically, KBRA reaffirmed 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 reaffirmed 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-. Additionally, on April 25, 2017, KBRA initiated the Bank's subordinated debt rating of BBB+.
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 Pronouncements
For information regarding recent accounting pronouncements, refer to Note 1 to the Consolidated Financial Statements, “Summary of Significant Accounting Policies.”

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, 2016.

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 March 31, 2017.
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 March 31, 2017 that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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Table of Contents

PART II. OTHER INFORMATION
 
Item 1.
Legal Proceedings

The Corporation is periodically subject to various pending and threatened legal actions, which involve claims for monetary relief. Based upon information presently available to the Corporation, it is the Corporation's opinion that any legal and financial responsibility arising from such claims will not have a material adverse effect on the Corporation's results of operations, financial position or cash flows.

As discussed in Notes 3 and 14 to the financial statements included in Part I, Item I of this Form 10-Q, a complaint has been filed in federal court in Texas against Univest Capital, Inc.

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, 2016.

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
January 1 – 31, 2017

 
$

 

 
1,080,246

February 1 – 28, 2017

 

 

 
1,080,246

March 1 – 31, 2017

 

 

 
1,080,246

Total

 
$

 

 
 
 
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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Table of Contents

Item 6.
Exhibits
 
a.
Exhibits
 
 
 
 
 
 
 
Exhibit 3.1
 
 
 
 
 
 
Exhibit 3.2
 
 
 
 
 
 
Exhibit 10.1
 
 
 
 
 
 
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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Table of Contents

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: May 3, 2017
/s/ Jeffrey M. Schweitzer
 
Jeffrey M. Schweitzer
President and Chief Executive Officer
(Principal Executive Officer)
 
 
Date: May 3, 2017
/s/ Roger S. Deacon
 
Roger S. Deacon
Senior Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


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